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HomeMy WebLinkAbout10/29/1984 I TENTATIVE AGENDA SPECIAL SESSION SHAKOPEE, MINNESOTA OCTOBER 29 , 1984 1 . Roll Call at 7 : 30 p .m. 2 . Accept Special Call 3 . Res . No. 2336 - Approving subordination and intercreditor ' s agreement with respect to Minnesota Racetrack Inc . 4. Res . No . 2337 - Approving execution of supplemental indentures and a supplemental loan agreement with respect to the City' s $20 million sports facility IR bonds Series 1984-A ( 1 ) and $26 million sports facility IR bonds Series 1984-A ( 2 ) ( Shakopee Racetrack Project ) 5 . Police Department Heating Unit 6 . Authorize Hiring Consultant to review an application for a conditional use permit for a mining permit 7 . Other business 8 . Adjourn John K. Anderson City Administrator HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF SHAKOPEE CITY OF SHAKOPEE COUNTY OF SCOTT STATE OF MINNESOTA RESOLUTION NO. 84-17 A RESOLUTION APPROVING A REVISED ASSESSMENT AGREEMENT WITH MINNESOTA RACETRACK, INC. , AND TAKING CERTAIN OTHER ACTIONS WITH RESPECT TO THE CONTRACT FOR PRIVATE DEVELOPMENT WITH MINNESOTA RACETRACK, INC. _ BE IT RESOLVED by the Commissioners ( the "Commis- sioners" ) of the Housing and Redevelopment Authority ( the "Authority" ) in and for the City of Shakopee ( the "City" ) , as follows: Section 1. Recitals . 1 . 01. The Authority, the City and Minnesota Racetrack, Inc. ( "MRI" ) have entered into an Amended Contract for Private Development, dated as of June 12 , 1984 and an Agree- ment to Amend, Modify and Change Prior Agreements, dated as of October 15 , 1984 and specifying certain modifications to such Contract ( together , the "Development Agreement" ) , with respect to the acquisition and construction within the City by MRI of a horseracing facility ( the "Project" ) . Addi- tionally, the City, the Authority and MRI have executed an Assessment Agreement , dated as of June 12 , 1984 , estab- lishing an Assessor ' s Minimum Market Value (as defined in the Development Agreement) for the Project . The Development Agreement provides that , upon satisfaction of certain condi- tions , the Authority would subordinate its rights under the Development Agreement and under the Authority Mortgage and the Development Property Deed (as defined in the Development Agreement) to the lien of any mortgage securing- the primary construction and/or permanent financing for the Project and also provided for execution by the City and the Authority of an Intercreditor Agreement between the City and the Holder of the First Mortgage (as defined in the Development Agree- ment) with respect to the application of any insurance pro- ceeds or condemnation award payable with respect to the Project. 1. 02 . Twin City Federal Savings and Loan Association ( "TCP" ) initially proposed to provide conventional construc- tion financing for the Project in the amount of $25 , 000 , 000 and there was executed to secure such financing certain mortgage documents , including a Mortgage and Security Agree- ment between TCF and MRI , a Subordination Agreement, sub- ordinating the rights of the City and the Authority under the Development Agreement , the Authority Mortgage and the Development Property Deed (as such terms are defined in the Development Agreement) to the TCF Mortgage, and an Inter- creditor Agreement between TCF, MRI , the City and the - Authority. 1. 03 . Due to certain changes in federal law since the execution of the documents described in paragraph 1 . 02 above, it has become possible for MRI and the City to utilize industrial revenue bond financing to finance acqui- sition and construction of the Project upon more favorable terms than the conventional financing previously intended by MRI. Therefore, the City has issued its $20 , 000 , 000 Sports Facility Revenue Bonds ( Shakopee Racetrack Project ) , Series 1984-A(1) and its $26 ,000 ,000 Sports Facility Revenue Bonds ( Shakopee Racetrack Project) , Series 1984-A( 2 ) ( cumula- tively, the "Bonds" ) to finance acquisition and construction of the initial phase of the Project . Financing provided by the Bonds replaces the conventional construction financing to be provided by TCF, and the Mortgage and Security Agree- ment referenced in paragraph 1. 02 shall be released and satisfied and the other documents referenced in paragraph 1 . 02 shall become null and void. However , with respect to issuance and marketing of the Bonds, TCF and Security Pacific National Bank ( "Security Pacific" ) propose to issue irrevocable letters of credit ( the "Letters of Credit" ) to secure payment of the principal amount of the Bonds to and including October 1, 1994 . With respect to the Bonds and the Letters of Credit, MRI has executed a Mortgage and Security Agreement, dated as of October 15 , 1984 , and a related Assignment of Leases and Rents ( together , the "Mort- gage" ) in favor of First Trust Company of Saint Paul as trustee for the Bonds and proposes to execute a second Mort- gage and Security Agreement and related Assignment of Leases and Rents in substantially the same form ( together , the "Letter of Credit Mortgage" ) in favor of TCF and Security Pacific. With respect to issuance of their Letters of Credit and the Mortgage and Letter of Credit Mortgage, TCF and Security Pacific have requested the City and the Authority to execute a Subordination Agreement , sub- stantially in the form attached hereto as Exhibit A ( the "Subordination Agreement" ) and an Intercreditor Agreement, substantially in the form attached hereto as Exhibit B ( the "Intercreditor Agreement" ) , and to make certain findings with respect to the Project and the Mortgage and the Letter of Credit Mortgage . _ 1 . 04 . Pursuant to the terms of the Development Agree- ment, as amended, and certain requests by the Assessor for _ - 2 - Scott County, Minnesota, the HRA and M.RI propose to execute a new Assessment Agreement , substantially in the form attached as Exhibit C hereof ( the "Assessment Agreement" ) superceding the Assessment Agreement previously executed between the Authority and MRI . 1. 05 . The Commissioners have received and reviewed the proposed forms of the Subordination Agreement, Intercreditor Agreement and Assessment Agreement and are of the opinion that execution of such documents will facilitate financing and construction of the Project and is in the best interests of the City and the Authority. Section 2 . Approval of Assessment Agreement, Subordina- tion Agreement and Intercreditor Agreement; Certain Find- ings - 2 . 01. The Autnority 'nere'ny approves t'ne execution of �i i'i`v $iSS ZSS'ItE�nEnmc n{v t;,toi��n r r3 i n�t qA &qr E empant_ and the Intercreditor Agreement in substantially the forms attached hereto, and directs the Chairman and the Executive Director of the Authority to execute the Assessment Agree- ment, the Subordination Agreement and the Intercreditor Agreement and such other documents as shall be deemed neces- sary to effect the intent of the Assessment Aqreement , the Subordination Agreement and the Intercreditor Agreement ; together with such necessary and appropriate variations , omissions and insertions as permitted or required or as the Chairman, in his discretion, shall determine, and the execu- tion thereof by the Chairman shall be conclusive evidence of such determination. 2 . 02 . The Authority hereby approves the Mortgage and the Letter of Credit Mortgage as required by Section 8 . 1 of the Development Agreement and acknowledges that , upon execu- tion of the Mortgage and the Letter of Credit Mortgage, First Trust, TCF and Security Pacific will be "Holders" within the meaning of Article 8 of the .Development Agree- ment . ADOPTED BY THE COMMISSIONERS OF THE AUTHORITY ON OCTOBER 29 , 1984 . Chairman ATTEST: Executive Director 3 - Approved as to form this day of 1984 . Assistant City Attorney 4 - SUBORDINATION AGREEMENT THIS AGREEMENT, made as of this 29th day of October , 1984 , by the CITY OF SHAKOPEE, MINNESOTA, ( the "City" ) , a municipal corporation and political subdivision organized and existing under the Constitution and laws of the State of Minnesota, and THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF SHAKOPEE, MINNESOTA, a public body cor- porate and politic ( "HRA" ) , in favor of FIRST TRUST COMPANY OF SAINT PAUL, a Minnesota corporation ( "FIRST TRUST" ) , TWIN CITY FEDERAL SAVINGS AND LOAN ASSOCIATION, a corporation organized under the laws of the United States of America ( "TCF" ) and SECURITY PACIFIC NATIONAL BANK , a national banking association organized under the laws of the United States, WITNESSETH THAT: WHEREAS, the City, Minnesota Racetrack, Inc. , a Minne- sota corporation, and the HRA have heretofore entered into an Amended Contract for Private Development dated as of June 12 , 1984, and an Agreement to Amend, Modify and Change Prior Agreements providing for certain amendments to such contract ( together , the "HRA Agreement" ) with respect to construction of a horseracing facility within the boundaries of the City ( the "Project" ) ; and WHEREAS, the HRA Agreement affects the rights of the parties thereto in and to the premises hereinafter described; and WHEREAS, the City has issued its $20 , 000 , 000 Sports Facility Revenue Bonds ( Shakopee Racetrack Project) Series 1984-A(1) and its $26 , 000 , 000 Sports Facility Revenue Bonds (Shakopee Racetrack Project ) Series 1984-A( 2 ) ( together , the "Series A Bonds" ) to finance the acquisition and construc- tion of a portion of the Project; WHEREAS, Minnesota Racetrack , Inc. , ( "Mortgagor" ) , has executed with respect to the Bonds and the issuance by TCF and Security -Pacific of their irrevocable letters of credit securing payment of the principal of the Bonds until October 1 , 1994 a Mortgage and Security Agreement and related Assignment of Leases and Rents , dated as of October 15 , 1984 ( together , the "Mortgage" ) in favor of First Trust Company of Saint Paul , as Trustee for the Bonds , ( the "Trustee" ) and plans to execute and deliver to TCF and Security Pacific a Mortgage and Security Agreement and a related Assignment of Leases and Rents ( together , the "Bank Mortgage" ) conveying and mortgaging the property situated in the County of Scott and State of Minnesota described in Exhibit A to such mortgages on file with the City and Authority; and WHEREAS, it is the mutual desire and intention of the City, the HRA, the Trustee, TCF and Security Pacific and the purpose of this Agreement to make the Mortgage and the Bank Mortgage given by Mortgagor to the Trustee and TCF in all respects prior and superior to the HRA Agreement; and WHEREAS, Mortgagor has requested the City and the HRA to execute this Subordination Agrement ; NOW, THEREOFRE, in consideration of One Dollar ( $1 . 00 ) and other good and valuable consideration and in order to induce TCF and Security Pacific to provide credit enhance- ment for the Bonds , the City and the HRA do hereby covenant and agree with the Trustee, TCF and Security Pacific that the Mortgage and the Bank Mortgage shall in all respects be prior and superior to the HRA Agreement , notwithstanding the fact that the HRA Agreement was executed prior to the execu- tion and recordation of the Mortgage and the Bank Mortgage, and that all right , title and interest acquired by the Trustee or TCF or Security Pacific either by foreclosure proceedings , by deed in lieu of foreclosure, or otherwise shall be prior and superior to any and all right , title and interest heretofore or hereafter acquired by HRA under the HRA Agreement , the Development Property Deed or the Authority Mortgage. This Agreement will inure to the benefit of and bind the parties hereto, their heirs , personal representatives , suc- cessors and assigns . Terms used herein which are defined in the HRA Agreement have the meanings specified therein. IN TESTIMONY WHEREOF, the City, and the HRA have exe- cuted- this instrument as of the day and year firs above written. CITY OF SHAKOPEE, MINNESOTA By rIts Mayor By Its City Administrator 2 - By Its City Clerk HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF SHAKOPEE, MINNESOTA By Its Chairman And By Its Executive Director 3 - STATE OF MINNESOTA ) ) COUNTY OF ) SS The foregoing instrument was acknowledged before me this day of October , 1984 , by and the Mayor , City Administrator , and City Clerk , respectively, of the City of Shakopee, Minnesota, a municipal corporation and political subdivision organized and existing under the Constitution and laws of the State of Minnesota, on behalf of the City. [Notary Public] STATE OF MINNESOTA ) SS COUNTY OF ) The foregoing instrument was acknowledged before me this day of October , 1984, by . and the Chairman and Executive Director of the Housing and Redevelopment Authority in and for the City of Shakopee, a political subdivision of the State of Minnesota , on behalf of the Housing and Redevelop- ment Authority in and for the City of Shakopee. [Notary Public] THIS INSTRUMENT WAS DRAFTED BY: O' CONNOR & HANNAN 3800 IDS TOWER 80 South Eighth Street Minneapolis , Minnesota 55402 Telephone: ( 612 ) 341-3800 4 - INTERCREDITOR AGREEMENT WHEREAS, the City of Shakopee, Minnesota ( the "City" ) a municipal corporation and political subdivision organized and existing under the constitution and laws of the State of Minnesota, the Housing and Redevelopment Authority in and for the City of Shakopee, Minnesota ( the "HRA" ) , a public body corporate and politic, and Minnesota Racetrack , Inc. (MRI" ) , a Minnesota corporation, have heretofore entered into an Amended Contract for Private Development dated as of June 12, 1984 and an Agreement to Amend, Modify and - Change Prior Agreements providing for certain amendments to such Contract ( together , the "HRA Agreement" ) ; WHEREAS, Twin City Federal Savings and Loan Association ( "TCF" ) and Security Pacific National Bank ( "Security Pacific" ) have agreed to provide their Letters of Credit to secure payment of the principal amount of the City' s $20 , 000 , 000 Sports Facility Revenue Bonds ( Shakopee Race- track Project) ,Series 1984-A( 1) and its $25, 000 , 000 Sports Facility Revenue Bonds ( Shakopee Racetrack Project ), Series 1984-A( 2 ) ( collectively, the "Bonds" ) , issued by the City on behalf of MRI to finance acquisition and construction of a portion of the Project and MRI plans to execute a Reimburse- ment Agreement ( the "Reimbursement Agreement" ) in favor of TCF and Security Pacific with respect to such Letters of Credit; onllgations udner- -the Reimburse- ment Agreement will be secured by a Mortgage and Security Agreement and a related Assignment of Leases and Rents ( together , the "Mortgage" ) executed in favor of TCF: WHEREAS, Section 5 . 1 of the HRA Agreement provides for the application of proceeds of insurance and Subsection 5 . 1( f) thereof provides that such application shall be sub- ject to the provisions of such intercreditor agreement or similar agreement as shall be approved by the HRA; and WHEREAS, Section 5 . 2 provides for the application of proceeds of any condemnation award and Subsection 5 . 2 ( b) of the HRA Agreement provides that the application of net pro- ceeds of any condemnation award shall be subject to the provisions of such intercreditor agreement or similar agree- ment as shall be approved by the HRA; and WHEREAS, TCF and Security Pacific have, as a condition to issuing their Letters of Credit required that the HRA and the City enter into this Intercreditor Agreement with respect to the application of insurance proceeds and condem- nation awards ; NOW THEREFORE, in consideration of $1 . 00 in hand paid by TCF and Security Pacific to each of MRI , the City, and the HRA, and in consideration of the foregoing, and for other good and valuable consideration, receipt of which considera- tion is hereby acknowledged, MRI , the City, the HRA, and TCF hereby agree as follows : 1. All terms used herein which are defined in the HRA Agreement have the meanings specified in the HRA Agreement . 2. MRI agrees to notify the City, the HRA, TCF and - Security Pacific immediately in the case of damage exceeding $125 , 000 in amount to, or destruction of, the Project or any portion thereof resulting from fire or other casualty. In the event that such damage does not exceed $500 , 000 , Net Proceeds of any such insurance shall be paid directly to MRI and MRI will forthwith repair, reconstruct, and restore the Project to substantially the same or an improved condition or value as it existed prior to the event causing such damage and, to the extent necessary, to accomplish such repair , reconstruction and restoration, MRI will apply Net Proceeds of any insurance relating to such damage received by MRI to the payment or reimbursement of the costs thereof . 3 . Net Proceeds of any insurance relating to damage or destruction to the project or any portion thereof as a result of fire or other casualty in an amount estimated to equal or exceed $500 , 000 shall be payable to TCF and Security Pacific and shall be applied as provided in this Section 3 and in Section 4 hereof . In the event that either (a) all or substantially all of the Project is destroyed by such fire or other casualty, or (b) less than all or sub- stantially all the Project is so destroyed and TCF and Security Pacific do not consent (and are not required by the Mortgage to consent) to the repair , restoration, and rebuilding of the Project, the Net Proceeds of any insurance relating to such damage or destruction shall be paid to TCF and Security Pacific and shall, at its option be held and disbursed by it either for payment of the costs of repair , restoration, and rebuilding of the Project in accordance with the Mortgage, or for payment of the following in the order indicated: a. To all fees , costs and expenses and other amounts owing to TCF and Security Pacific pursuant to the Reimbursement Agreement and the Mortgage, other than any amounts disbursed by TCF and Security Pacific under the Letters of Credit and interest thereon; 2 - -- THIS AGREEMENT, dated as of this day of 1984, by and between the Housing and Redevelopment Authority (the"Authority") in and forQcZft,hak,,��Pt4�a (the "City"), ), a body corporate and politic and political subdivision organized and existing under the Constitution and laws of the State of Minnesota, and Minnesota Racetrack, Inc., a{. corporation organized and existing under the laws of _1M1.'i1C L�VeIbLer'Iy, i WITNESSETH, that HEREAS, the Authority, the City and the Developer have ed into an Amended Contract for Private Development, nally dated as of February 28, 1984 and amended as of 12, 1984, and further amended by an Agreement to Amend, y and Change Prior Agreements, executed as of er 15, 1984, between the Authority, the City and the oper (cumulatively, the "Development Agreement"), ding certain real property located in City of Shakopee, rota River Valley Housing and Redevelopment Project No. the City of Shakopee, Minnesota, pursuant to which the city is to acquire certain property, hereinafter red to as the Development Property and legally de- �d in Attachment A hereto, and reconvey the Development rty to the Developer; and iEREAS, it is contemplated that pursuant to said Devel- : Agreement the Developer will construct an approxi- ? 390 acre thoroughbred horseracing facility upon the )pment Property; and iEREAS, the Authority and Developer desire to establish imum market value for the Development Property and the 7ements to be constructed thereon pursuant to the De- ient Agreement (the "Minimum Improvements", as that .s defined in the Development Agreement) (cumulatively, kssessed Property") for the calculation of real prop - :axes, or taxes in lieu thereof pursuant to Minnesota :es, Section 272.01 or any successor statute, pursuant e provisions of Minnesota Statutes, Section 273.76, ,ision 8 (a copy of Minnesota Statutes, Section 273.76, �ision 8 is attached hereto as Attachment D); and :EREAS, the Authority and the Assessor for the City -eviewed the preliminary plans and specifications for Lnimum Improvements which it is contemplated will be W, THEREFORE, the parties to this Agreement, in con - tion of the promises, covenants and agreements made by o the other, do hereby agree as follows: l . Upon substantial completion of r-szn.�t,-,�,r}� Zr _i int Minimum Improvements by the Developer, but in no event later than January 2, 1986, the minimum market value which shall be assessed with respect to the Assessed Property shall be Forty-three Million Two Hundred and Forty-five Thousand Dol- lars ($43,245,000); provided, further, that of such market value of $43,245,000, provided, further, that $24,196,000 shall be deemed to be in respect of the portion of the De- velopment Property described on Attachment B hereto and the portion of the Minimum Improvements thereon, and $19,049,000 of such market value shall be deemed to be in respect of the portion of the Development Property described on Attachment C hereto and the portion of the Minimum Improvements thereon. The parties to this Agreement expect that the construction of the above -referenced improvements will be completed prior to January 1, 1986. 2. In the event that the Authority does not, for what- ever reason, acquire and reconvey the Development Property to the Developer, pursuant to the terms of Article III of the Development Agreement, this Agreement shall be null and void. 3. The minimum market values herein established shall be of no further force and effect and this Agreement shall terminate upon December 31, 1994. 4. Nothing in this Assessment Agreement shall limit the discretion of the Assessor for the City to assign a market value to the Assessed Property in excess of $43,245,000 nor prohibit the Developer from seeking through the exercise of legal or administrative remedies a reduction in such market value for property tax purposes; provided, however, that the Developer shall not seek a reduction of the market value of the Assessed Property below $43,245,000 for the year 1986 or any year thereafter so long as the Assessment Agreement shall remain in effect. 5. The Developer represents and agrees that the Asses- sed Property constitutes commercial property properly classified as "class 4c" property under Section 273.13, Subd. 9(3) of Minnesota Statutes for purposes of valuation and assessment by the county assessor for the calculation of Minnesota real property taxes. 6. Neither the preambles nor provisions of this Agree- ment are intended to, nor shall they be construed as, modi- fying the terms of the Development Agreement between the Authority, the Developer and the City. 7. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties. - 2 - 8. This Agreement supercedes the Assessment Agreement dated as of June 12, 1984, previously executed between the Authority and the Developer and that Assessment Agreement shall be henceforward null and void and of no affect. HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF SHAKOPEE, MINNESOTA [SEAL] By Its Chairman By Its Executive Director MINNESOTA RACETRACK, INC. By Its By Its - 3 - ACKNOWLEDGEMENT _-_ Twin City Federal Savings and Loan Association, a United States of America corporation ("TCF"), and Security Pacific National -Bank ("Security Pacific"), a national banking asso- ciation organized under the laws of the United States, as mortgagees of the Assessed Property pursuant to that certain Mortgage and Security Agreement, made as of October , 1984, and filed as Abstract Document No. and Torrens Document No. in the office of the County Recorder and Registrar of Titles for Scott County, Minnesota, hereby specifically acknowledge and agree that this Assessment Agreement is and shall be binding and enforceable in its entirety against TCF and Security Pacific in the manner and to the extent enforceable against the Developer at any time TCF and/or Security Pacific shall have title to the Development Property. TCF and Security Pacific further acknowledges that their execution of this Assessment Agreement and agreement to the covenants herein is in respect of $1.00 and other good and valuable consideration from the Authority, receipt of which is hereby acknowledged. TWIN CITY FEDERAL SAVINGS AND LOAN ASSOCIATION By Its By Its SECURITY PACIFIC NATIONAL BANK By Its By Its - 4 - STATE OF MINNESOTA) ) SS COUNTY OF SCOTT ) The foregoing instrument was acknowledged before me this -day of , 1984, by Dean Colligan and Jeanne Andre, the Chairman and Executive Director of the Housing and Redevelopment Authority in and for the City of Shakopee, Minnesota. Notary Public STATE OF MINNESOTA) ) SS COUNTY OF SCOTT ) The foregoing instrument was acknowledged before me this day of 1984 by and the and of Minnesota Racetrack, Inc., a Minnesota corporation, on behalf of the corporation. Notary Public STATE OF MINNESOTA) ) SS COUNTY OF SCOTT ) The foregoing instrument was acknowledged before me this day of , 1984 by and the and of Twin City Federal Savings and Loan Association, a United States of America corporation, on behalf of the corporation. Notary Public STATE OF MINNESOTA) ) SS COUNTY OF SCOTT ) The foregoing instrument was acknowledged before me this day of , 1984 by and the and - 5 - of Security Pacific National Bank, a national banking asso- ciation organized under the laws of the United States, on behalf of the association. Notary Public CERTIFICATION BY ASSESSOR The undersictned, having revt;1 zed. tb Yizns zr cations for the improvements to the constructed and the market value assigned to the land upon which the improve- ments are to be constructed, and being of the opinion that the minimum market values contained in the foregoing Agree- ment appear reasonable, hereby certifies as follows: The undersigned Assessor, being legally responsible for the assessment of the above described property, hereby certifies that the market value assigned to such land and improvements upon completion of the improvements to be constructed thereon, and in no event later than January 2, 1986, shall not be less than Forty-three Million Two Hundred Forty-five Thousand Dollars ($43,245,000) prior to termination of this Agreement, apportioned as described in paragraph 1 of the foregoing Agreement. Assessor for the County of Scott, Minnesota STATE OF MINNESOTA) ) SS. COUNTY OF SCOTT ) The foregoing instrument was acknowledged before me this day of , 19 , by the Assessor for Scott County, Minnesota. Notary Public - 7 - West along the east line of said Northwest Quarter — a distance of 730. 00_fe_ethP�nn; �7��2f.s:7rrinn; nrr of the line to be described; thence South 88 degrees 49 minutes 38 seconds West a distance of — 2572.89 feet; thence along a tangential curve con- cave to the north, having a radius of 1,321.00 feet, a central angle of 64 degrees 32 minutes 00 seconds, an arc length of 1,487.87 feet; thence South 63 degrees 21 minutes 38 seconds West (not tangent to said curve) a distance of 200 feet more or less to the West line of said East Half of the Northeast Quarter of said Section 8 and there terminating. ASS _ 94--- ATTACHMENT B TO ASSESSMENT AGREEMENT thence on an assumed The Northeast Quarter of the Southeast Quarter of Section 5, egree — Township 115, Range 22, Scott County, Minnesota, excepting bearing of North 1 d, therefrom: said Northwest Quarter The West 150.00 feet of the North 333.00 feet of eet to the Northeast Quarter of the Southeast Quarter of a distance of 730.00 f, Section 5, Township 115, Range 22. thence South 88 de- mourn tiair of -the- �outizeast Quarter of Section 5, Town- 115, Range 22, Scott County, Minnesota. shiF Southwest Quarter of the Southwest Quarter of Section 4, The iship 115, Range 22, Scott County, Minnesota. Towr part of the East Half of the Northeast Quarter of Sec- That t 8, Township 115, Range 22, Scott County, Minnesota, tior ig northerly of the centerline of County Road No. 16. lyir :PT FOR THE PROPERTY LEGALLY DESCRIBED AS FOLLOWS: EXCE part of the East Half of the Northeast Quarter of Sec- That 8, Township 115, Range 22, Scott County, Minnesota, iyion g northerly of the centerline of County Road No. 16; tangent to said curve) �g south and southwesterly of the following described lyin or less to the West 1. line Commencing ate..,z�tPatc�'t r_nr.npr. �f. ��;,�__�T�,-.• �,- .on 9; thence on an assumed west Quarter of Secti egree 10 minutes 22 seconds bearing of North 1 d, :ne of said Northwest Quarter West along the east li eet to the point of beginning a distance of 730.00 f, ,cribed; thence South 88 de- of the line to be de: seconds West a distance of grees 49 minutes 38 .long a tangential curve con- 2572.89 feet; thence a laving a radius of 1,321.00 cave to the north, r of 64 degrees 32 minutes 00 feet, a central angle :h of 1,487.87 feet; thence seconds, an arc lengt tinutes 38 seconds West (not - South 63 degrees -21 n a distance of 200 feet more tangent to said curve) ine of said East Half of the or less to the West 1. said Section 8 and there Northeast Quarter of terminating. ass - 1B ATTACHEMENT C TO ASSESSMENT AGREEMENT The Northwest Quarter of Section 9, Township 115, Range 22, Scott County, Minnesota, excepting the land described as follows: The South 400.00 feet of the West 100.00 feet of the South Half of said Northwest Quarter. That part of the East Half of the Southwest Quarter of Sec- tion 9, Township 115, Range 22, Scott County, Minnesota, lying northerly of County Road No. 16. EXCEPT FOR THE PROPERTY LEGALLY DESCRIBED AS FOLLOWS: That part of the Northwest Quarter of Section 9, Township 115, Range 22, Scott County, Minnesota, excepting therefrom the South 400 feet of the Hest 100 feet of the South Half of the Northwest Quarter; lying south and southwesterly of the fol- lowing described line: Commencing at the southeast corner of said Northwest Quarter of Section 9; thence on an assumed bearing of North 1 degree 10 minutes 22 seconds West along the east line of said Northwest Quarter a distance of 730.00 feet to the point of beginning of the line to be described; thence South 88 degrees 49 minutes 38 seconds West a distance of 2572.89 feet; thence along a tangential curve concave to the north, having a radius of 1,321.00 feet, a central angle of 64 degrees 32 minutes 00 seconds, an arc length of 1,487.87 feet; thence South 63 degrees 21 minutes 38 seconds West (not tangent to said curve) a distance of 200 feet more or less to the West line of said East Half of the Northeast Quarter of said Section 8 -and there terminating. Ass - lc ATTACHMENT D TO ASSESSMENT AGREEMENT Minnesota Statutes, Section 273.76, Subdivision 8: An authority may, upon entering into a development or redevelopment agreement pursuant to section 273.75, subdivi- sion 5, enter into a written assessment agreement in record- able form with the developer or redeveloper of property within the tax increment financing district which estab- lishes a minimum market value of the land and completed improvements to be constructed thereon until a specified termination date, which date shall be not later than the date upon which tax increment will no longer be remitted to the authority pursuant to section 273.75, subdivision 1. The assessment agreement shall be presented to the county assessor, or city assessor having the powers of the ^ounty assessor, of the jurisdiction in which the tax increment financing district is located. The assessor shall review the plans and specifications for the improvements to be con- structed, review the market value previously assigned to the land upon which the improvements are to be constructed and, so long as the minimum market value contained in the assess- ment agreement appears, in the judgment of the assessor, to be a reasonable estimate, shall execute the following certi- fication upon such agreement: The undersigned assessor, being legally responsible for the assessment of the above described property upon completion of the improvements to be constructed thereon, hereby certifies that the market value assigned to such land and improvements upon completion shall not be less than $ Upon transfer of title of the land to be developed or redeveloped from the authority to the developer or redevel- oper, such assessment agreement, together with a copy of this subdivision, shall be filed for record and recorded in the office of the county recorder or filed in the office of the registrar of titles of the county where the real estate or any part thereof is situated. Upon completion of the improvements by the developer or redeveloper, the assessor shall value the property pursuant to section 273.11, except that the market value assigned thereto shall not be less than the minimum market value contained in the assessment agreement. Nothing herein shall limit the discretion of the assessor to assign a market value to the property in excess of the minimum market value contained in the assessment agreement nor prohibit the developer or redeveloper from seeking, through the exercise of administrative and legal remedies, a reduction in market value for property tax pur- poses; provided, however, that the developer or redeveloper Ass - 1D shall not seek, nor shall the city assessor, the county assessor, the county auditor, any board of review, any board of equalization, the commissioner of revenue or any court of this state grant a reduction of the market value below the minimum market value contained in the assessment agreement during the term of the agreement filed of record regardless of actual market values which may result from incomplete construction of improvements, destruction or diminution by any cause, insured or uninsured, except in the case of ac- quisition or reacquisition of the property by a public en- tity. Recording or filing of an assessment agreement com- plying with the terms of this subdivision shall constitute notice of the agreement to any subsequent purchaser or en- cumbrancer of the land or any past thereof-, whether volun- tary or involuntary, and shall be binding upon them. Ass - 2D f SUITE 800 O C O N N O R Sc H ANNA N 1919 PENNSYLVANIA AVENUE N.W. WASMINGTO N. D. C. 20006-3483 (202) 867-1400 PATRICK J. OAC ONNOR OE A ALTERS AMES P. ODM EARA ATTO R N EYS AT LAW THOMAS A. KELLER ffi DoJ. FRANZEN AM D. PATRICK J.O'CONNOR PATRICK E.000NNELL• MICHAEL E. MCG UfRC FRBERT J. CHRISTIANSON, JP. ULL DAVID W. KELLEY STEVEN J. TIM MER 3800 EDWARD W. BROOKE JOHN J. FLYN. ROBERT NALPEA. JOSEPH N. BOONNCLL- T. MA$ 0. EVANS, JR! DONALD S. ARBOUR• ANK J. WALz JAMES R. DORSET DAVID KA NTDR LINDA C. SCHWARTZ 1 D S TOWER JOSEPH H. DILLON THOMAS .OUINN• CAROL N. PARK MICHAEL E.VEVE• ANDREW J. SNE. WILLIAM R. MCG RANN AALI. B.WAELTI RICHARD L. EVANS 8O SOUTH EIGHTH STREET DAVID R. MELINCOFF• RICHARD G. MORGAN JOHN . MILES JOSEPH DOUGLAS .CARNIVAL ENT E. RICH DORIE M. BENESN LES BROSE• C�PATT1gpN• CHARLES .GARRISON X. EY JAMES A.RR EIN C -N M. BUSOH WOOD KIDNCR TE RENCE P. Bo' LE • opE S. FPO STER• GORDON K. GAYER • CM RISTINA THOMAS $RERANBRIAN S..RA JOHN VIRGINIA M. LORDF. MINNEAPOLIS, MINNESOTA 55402 -2254 P. .ELAN• W. FLEPS CORDON LEE• A. . RLN, JR. ROBERT A. BWU NIG F+REDERICN J ULE M NALONCRGA Zit LAUREN R. LONERGAN THOMAS R. JOLLY• BARRY _CUT CHRISTOPHER CM RI $TO PH `R D. COURSEN MICHAELH ER.COU W. ILLIAM E. FLYNN—MRRIS DANIEL . WILES LESLIE T. SINNER MICHAEL J. CONLON • PETER C. KIS SEL• EY REG.RELL.N • (612) 341 -3800 or COUNSEL TELEX 29-0584 or...... FREDERICK W. THOMAS WILLIAM T. MANNAN WILLIAM C. KELLY (IBIS - Ig TO) SUITE 4700, ONE UNITED BANK CENTER JOSEPH F. CASTIELL.O- 1700 LINCOLN STREET MEMBER OF MIN -01A BAR WRITER IS DIRECT DIAL NUMBER DENVER, COLORADO 80203 VELAZOUEZ, 21 -ADMITTED IN VIRGINIA ONLY (303)830-!700 MADRID 1, SPAIN 343-1299 431-31-00 TELE% 23643 MARTN Mp BERLINER• JENCE D.THOMASOS ARNOLD R. KAPLAN• JAMES E. GIGAK• LOCAL COUNSEL ROBERT WIEGANO If • FRANK J. WI RGA October 26, 1984 Mr. John Anderson Ms. Jeanne Andre Ms. Judith Cox Mr. Rod Krass Ladies and Gentlemen: As I have discussed with some of you, the HRA will be asked to adopt a single resolution and the City Council will be asked to adopt two resolutions at 7t�,heir respective special meetings on i M okay it LTi- ght. HRA wiii i—a requa-slb u to aper-a\ia t hre el -clajCd CsvluL._L a'�3 iW'iri 'Z3XLCiLItZU2I-tSr" t1 - �I�C1b GCZ =0'r3ilS �{��SeS = -- ment Agreement, Subordination Agreement and Inter -Creditor Agree- ment and acknowledging First Trust Company of Saint Paul, as bond trustee, and Twin City Federal and Security Pacific National Bank as mortgage holders under the Development Agreement. The changes to the Assessment Agreement consist of (i) increasing the minimum market value from $41,245,000 to $43,245,000, (ii) apportioning such value between the portion of the Project to be located in the K -mart Tax Increment District and the portion to be located in the new racetrack tax increment district, and (iii) the addi- tion of certain language requested by the Scott County Assessor with respect to the classification category of the property. The first two changes significantly increase the coverage factor on the on-site tax increment bonds, and all three changes are to the City's benefit. The Subordination and Inter -Creditor Agreements basically provide that TCF's and Security Pacific's mortgage interest in the property securing their cumulative $46,000,000 letter of credit obligations are superior to the City's or HRA's interests under the Development Agreement, quitclaim deed to be executed upon purchase and reconveyance and the proposed second mortgage, if any. The documents also subordinate the City's interest to that of the bond trustee, but this will be relevant, if at all, only if the letters of credit are not renewed after 1994, as only in the absence of the letters of credit would the bondholders look to the property as security. The Inter -Creditor BND/shakopee20 HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF SHAKOPEE CITY OF SHAKOPEE COUNTY OF SCOTT STATE OF MINNESOTA RESOLUTION NO. 84-17 A RESOLUTION APPROVING A REVISED ASSESSMENT AGREEMENT WITH MINNESOTA RACETRACK, INC., AND TAKING CERTAIN OTHER ACTIONS WITH RESPECT TO THE CONTRACT FOR PRIVATE DEVELOPMENT WITH MINNESOTA RACETRACK, INC. BE IT RESOLVED by the Commissioners (the "Commis- sioners") of the Housing and Redevelopment Authority (the "Authority") in and for the City of Shakopee (the "City"), as follows: Section 1. Recitals. 1.01. The Authority, the City and Minnesota Racetrack, Inc. ("MRI") have entered into an Amended Contract for Private Development, dated as of June 12, 1984 and an Agree- ment to Amend, Modify and Change Prior Agreements, dated as -6z^obr-bDer'i:),'2984-af3c-specfrying certain mdairicat ions' to such Contract (together, the "Development Agreement"), with respect to the acquisition and constructiofi within the City by MRI of a thoroughbred horseracing facility (the "Proj- ect"). Additionally, the City, the Authority and MRI have executed an Assessment Agreement, dated as of June 12, 1984, establishing an Assessor's Minimum Market Value (as defined in the Development Agreement) for the Project. The Develop- ment Agreement provides that, upon satisfaction of certain conditions, the Authority would subordinate its rights under the Development Agreement and under the Authority Mortgage and the Development Property Deed (as defined in the Devel- opment Agreement) to the lien of any mortgage securing -the primary construction and/or permanent financing for the Project and also provided for execution by the City and the Authority of an Intercreditor Agreement between the City and the Holder of the First Mortgage (as defined in the Develop- ment Agreement) with respect to the application of any in- surance proceeds or condemnation award payable with respect to the Project. 1.02. Twin City Federal Savings and Loan Association ("TCP") initially proposed to provide conventional con- struction financing for the Project in the amount of $25,000,000 and there was executed to secure such financing certain mortgage documents, including a Mortgage and Security Agreement between TCF and MRI, a Subordination Agreement, subordinating the rights of the City and the Authority under the Development Agreement, the Authority Mortgage and the Development Property Deed to the TCF Mort- gage, and an Intercreditor Agreement between TCF, MRI, the City and the Authority. 1.03. Due to certain changes in federal law since the execution of the documents described in paragraph 1.02 above, it has become possible for MRI and the City to utilize industrial revenue bond financing to finance acqui- sition and construction of the Project upon more favorable terms than the conventional financing previously intended by MRI. Therefore, the City has issued its $20,000,000 Sports Facility Revenue Bonds (Shakopee Racetrack Project), Series 1984-A(1) and its $26,000,000 Sports Facility Revenue Bonds (Shakopee Racetrack Project), Series 1984-A(2) (cumula- tively, the "Bonds") to finance acquisition and construction of the initial phase of the Project. Financing provided by the Bonds replaces the conventional construction financing to be provided by TCF, and the Mortgage and Security Agree- ment referenced in paragraph 1.02 shall be released and satisfied and the other documents referenced in paragraph 1.02 shall become null and void. However, with respect to issuance and marketing of the Bonds, TCF and Security Pacific National Bank ("Security Pacific") propose to issue irrevocable letters of credit (the "Letters of Credit") to secure payment of the principal amount of the Bonds to and including October 1, 1994. With respect to the Bonds and the Letters of Credit, MRI has executed a Mortgage and Security Agreement, dated as of October 15, 1984, and a related Assignment of Leases and Rents (together, the "Mort- gage") in favor of First Trust Company of Saint Paul as trustee for the Bonds and proposes to execute a second Mort- gage and Security Agreement and related Assignment of Leases and Rents (together, the "Letter of Credit Mortgage") in favor of TCF and Security Pacific. With respect to issuance of their Letters of Credit and the Mortgage and Letter of Credit Mortgage, TCF and Security Pacific have requested the City and the Authority to execute a Subordination Agreement, substantially in the form attached hereto as Exhibit A (the "Subordination Agreement") and an Intercreditor Agreement, substantially in the form attached hereto as Exhibit B (the "Intercreditor Agreement"), and to make certain findings with respect to the Project and the Mortgage and the Letter of Credit Mortgage. 1.04. Pursuant to the terms of the Development Agree- ment, as amended, and certain requests by the Assessor for Scott County, Minnesota, the HRA and MRI propose to execute a new Assessment Agreement, substantially in the form - 2 - HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF SHAKOPEE, MINNESOTA By Its Chairman And By Its Executive Director - 3 - BND/shakopeel3 Draft -10/26/84 O'Connor & Hannan ASSESSMENT AGREEMENT and ASSESSOR'S CERTIFICATION By and between THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF SHAKOPEE, MINNESOTA and MINNESOTA RACETRACK, INC. This document drafted by: O'CONNOR & HANNAN 3800 IDS Center Minneapolis, Minnesota 55402 THIS AGREEMENT, dated as of this day of , 1984, by and between the Housing and Redevelopment Authority (the "Authority") in and for the City of Shakopee, Minnesota (the "City"), a body corporate and politic and political subdivision organized and existing under the Constitution and laws of the State of Minnesota, and Minnesota Racetrack, Inc., a corporation organized and existing under the laws of the State of Minnesota (the "Developer"); WITNESSETH, that WHEREAS, the Authority, the City and the Developer have entered into an Amended Contract for Private Development, originally dated as of February 28, 1984 and amended as of June 12, 1984, and further amended by an Agreement to Amend, Modify and Change Prior Agreements, executed as of October 15, 1984, between the Authority, the City and the Developer (cumulatively, the "Development Agreement"), regarding certain real property located in City of Shakopee, Minnesota River Valley Housing and Redevelopment Project No. 1 in the City of Shakopee, Minnesota, pursuant to which the Authority is to acquire certain property, hereinafter referred to as the Development Property and legally de- scribed in Attachment A hereto, and reconvey the Development Property to the Developer; and WHEREAS, it is contemplated that pursuant to said Devel- opment Agreement the Developer will construct an approxi- mately 390 acre thoroughbred horseracing facility upon the Development Property; and WHEREAS, the Authority and Developer desire to establish a minimum market value for the Development Property and the improvements to be constructed thereon pursuant to the De- velopment Agreement (the "Minimum Improvements", as that term is defined in the Development Agreement) (cumulatively, the "Assessed Property") for the calculation of real prop- erty taxes, or taxes in lieu thereof pursuant to Minnesota Statutes, Section 272.01 or any successor statute, pursuant to -the provisions of Minnesota Statutes, Section 273.76, subdivision 8 (a copy of Minnesota Statutes, Section 273.76, subdivision 8 is attached hereto as Attachment D); and WHEREAS, the Authority and the Assessor for the City have reviewed the preliminary plans and specifications for the Minimum Improvements which it is contemplated will be erected; NOW, THEREFORE, the parties to this Agreement, in con- sideration of the promises, covenants and agreements made by each to the other, do hereby agree as follows: 1. Upon substantial completion of construction of the Minimum Improvements.by the Developer, but in no event later than January 2, 1986, the minimum market value which shall be assessed with respect to the Assessed Property shall be Forty-three Million Two Hundred and Forty-five Thousand Dol- lars ($43,245,000); provided, further, that of such market value of $43,245,000, provided, further, that $24,196,000 shall be deemed to be in respect of the portion of the De- velopment Property described on Attachment B hereto and the portion of the Minimum Improvements thereon, and $19,049,000 of such market value shall be deemed to be in respect of the remainder of the Development Property and the Minimum Im- provements. The parties to this Agreement expect that the construction of the above -referenced improvements will be completed prior to January 1, 1986. 2. In the event that the Authority does not, for what- ever reason, acquire and reconvey the Development Property to the Developer, pursuant to the terms of Article III of the Development Agreement, this Agreement shall be null and void. 3. The minimum market values herein established shall be of no further force and effect and this Agreement shall terminate upon December 31, 1994. 4. Nothing in this Assessment Agreement shall limit the discretion of the Assessor for the City to assign a market value to the Assessed Property in excess of $43,245,000 nor prohibit the Developer from seeking through the exercise of legal or administrative remedies a reduction in such market value for property tax purposes; provided, however, that the Developer shall not seek a reduction of the market value of the Assessed Property below $43,245,000 '-he- -par_ 1 986__ nx_ a-nvj vear thereafter so long_ as the Assessment Agreement shall remain in effect. -5. line-Deve.ioge-r -repr -eltc,6 azrli aVj.-LWj sed Property constitutes commercial property properly classified as "class 4c" property under Section 273.13, Subd. 9(3) of Minnesota Statutes for purposes of valuation and assessment by the county assessor for the calculation of Minnesota real property taxes. 6. Neither the preambles nor provisions of this Agree- ment are intended to, nor shall they be construed as, modi- fying the terms of the Development Agreement between the Authority, the Developer and the City. 7. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties. - 2 - 8. This Agreement supercedes the Assessment Agreement dated as of June 12, 1984, previously executed between the Authority and the Developer and that Assessment Agreement shall be henceforward null and void and of no affect. HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF SHAKOPEE, MINNESOTA [SEAL] BY Its Chairman By Its Secretary MINNESOTA RACETRACK, INC. By Its By Its - 3 - ACKNOWLEDGEMENT Twin City Federal Savings and Loan Association, a United States of America corporation ("TCF"), and Security Pacific National Bank ("Security Pacific"), a national banking asso- ciation organized under the laws of the United States, as mortgagees of the Assessed Property pursuant to that certain Mortgage and Security Agreement, made as of October _, 1984, and filed as Abstract Document No. and Torrens Document No. in the office of the County Recorder and Registrar of Titles for Scott County, Minnesota, hereby specifically acknowledge and agree that this Assessment Agreement is and shall be binding and enforceable in its entirety against TCF and Security Pacific in the manner and to the extent enforceable against the Developer at any time TCF and/or Security Pacific shall have title to the Development Property. TCF and Security Pacific further acknowledges that their execution of this Assessment Agreement and agreement to the covenants herein is in respect of $1.00 and other good and valuable consideration from the Authority, receipt of which is hereby acknowledged. TWIN CITY FEDERAL SAVINGS AND LOAN ASSOCIATION By Its By Its SECURITY PACIFIC NATIONAL BANK By Its By Its 4 - STATE OF MINNESOTA) ) SS COUNTY OF SCOTT ) The foregoing instrument was acknowledged before me this day of , 1984, by Dean Colligan and Jeanne Andre, the Chairman and Executive Director of the Housing and Redevelopment Authority in and for the City of Shakopee, Minnesota. Notary Public STATE OF MINNESOTA) ) SS COUNTY OF SCOTT ) The foregoing instrument was acknowledged before me this day of 1984 by and the and of Minnesota Racetrack, Inc., a Minnesota corporation, on behalf of the corporation. Notary Public STATE OF MINNESOTA) ) SS COUNTY OF SCOTT ) The foregoing instrument was acknowledged before me this day of 1984 by and , the and of Twin City Federal Savings and Loan Association, a United States of America corporation, on behalf of the corporation. Notary Public STATE OF MINNESOTA) ) SS COIJN71 OF SC= i j The foregoing instrument was acknowledged before me this day of 1984 by and the and - 5 - V" of/Pacific National Bank, a national banking association organized under the .laws of the United States, on behalf of the association. Notary Public - 6 - CERTIFICATION BY ASSESSOR The undersigned, having reviewed the plans and specifi- cations for the improvements to the constructed and the market value assigned to the land upon which the improve- ments are to be constructed, and being of the opinion that the minimum market values contained in the foregoing Agree- ment appear reasonable, hereby certifies as follows: The undersigned Assessor, being legally responsible for the assessment of the above described property, hereby certifies that the market value assigned to such land and improvements upon completion of the improvements to be constructed thereon, and in no event later than January 2, 1986, shall not be less than Forty-three Million Two Hundred Forty-five Thousand Dollars ($43,245,000) prior to termination of this Agreement, apportioned as described in paragraph 1 of the foregoing Agreement. Assessor for the County of Scott, Minnesota STATE OF MINNESOTA) ) SS. COUNTY OF SCOTT ) The foregoing instrument was acknowledged day of , 19 , by the Assessor for Scott County, Minnesota. - 7 - before me this Notary Public a distance of 730.00 feet to the point of beginning of the_ line_ to be described; thence South 88 degrees 49 minutes 38 seconds West a distance of 2572.89 feet; thence along a tangential curve con- cave to the north, having a radius of 1,321.00 feet, a central angle of 64 degrees 32 minutes 00 seconds, an arc length of 1,487.87 feet; thence South 63 degrees 21 minutes 38 seconds West (not tangent to said curve) a distance of 200 feet more or less to the West line of said East Half of the Northeast Quarter of said Section 8 and there terminating. Ass - lA ATTACHMENT D TO ASSESSMENT AGREEMENT Minnesota Statutes, Section 273.76, Subdivision 8: An authority may, upon entering into a development or redevelopment agreement pursuant to section 273.75, subdivi- sion 5, enter into a written assessment agreement in record- able form with the developer or redeveloper of property within the tax increment financing district which estab- lishes a minimum market value of the land and completed improvements to be constructed thereon until a specified termination date, which date shall be not later than the date upon which tax increment will no longer be remitted to the authority pursuant to section 273.75, subdivision 1. The assessment agreement shall be presented to the county assessor, or city assessor having the powers of the county assessor, of. the jurisdiction in which the tax increment financing district is located. The assessor shall review the plans and specifications for the improvements to be con- structed, review the market value previously assigned to the land upon which the improvements are to be constructed and, so long as the minimum market value contained in the assess- ment agreement appears, in the judgment of the assessor, to be a reasonable estimate, shall execute the following certi- fication upon such agreement: The undersigned assessor, being legally responsible for the assessment of the above described property upon completion of the improvements to be constructed thereon, hereby certifies that the market value assigned to such land and improvements upon completion shall not be less than $ Upon transfer of title of the land to be developed or redeveloped from the authority to the developer or redevel- oper, such assessment agreement, together with a copy of this subdivision, shall be filed for record and recorded in the office of the county recorder or filed in the office of the registrar of titles of the county where the real estate or any part thereof is situated. Upon completion of the improvements by the developer or redeveloper, the assessor shall value the property pursuant to section 273.11, except that the market value assigned thereto shall not be less than the minimum market value contained in the assessment agreement. Nothing herein shall limit the discretion of the assessor to assign a market value to the property in excess of the minimum market value contained in the assessment agreement nor prohibit the developer or redeveloper from seeking, through the exercise of administrative and legal remedies, a reduction in market value for property tax pur- poses; provided, however, that the developer or redeveloper Ass - 1D shall not seek, nor shall the city assessor, the county assessor, the county auditor, any board of review, any board of equalization, the commissioner of revenue or any court of this state grant a reduction of the market value below the minimum market value contained in the assessment agreement during the term of the agreement filed of record regardless of actual market values which may result from incomplete construction of improvements, destruction or diminution by any cause, insured or uninsured, except in the case of ac- quisition or reacquisition of the property by a public en- tity. Recording or filing of an assessment agreement com- plying with the terms of this subdivision shall constitute notice of the agreement to any subsequent purchaser or en- cumbrancer of the land or any part thereof, whether volun- tary or involuntary, and shall be binding upon them. Ass - 2D BND/shakopee2l CITY OF SHAKOPEE COUNTY OF SCOTT STATE OF MINNESOTA RESOLUTION NO. 2226 A RESOLUTION APPROVING A SUBORDINATION AGREE- MENT AND INTERCREDITOR AGREEMENT WITH RESPECT TO THE CONTRACT FOR PRIVATE DEVELOPMENT WITH MINNESOTA RACETRACK, INC. BE IT RESOLVED by the City Council (the "Council") of the City of Shakopee (the "City"), as follows: Section 1. Recitals. 1.01. The Housing and Redevelopment Authority in and for the City of Shakopee, Minnesota (the "Authority") Authority, the City and Minnesota Racetrack, Inc. ("MRI") have entered into an Amended Contract for Private Develop- ment, dated as of June 12, 1984 and an Agreement to Amend, Modify and Change Prior Agreements, dated as of October 15, 1984 and specifying certain modifications to such Contract (together, the "Development Agreement"), with respect to the acquisition and construction within the City by MRI of a thoroughbred horseracing facility (the "Project"). The Development Agreement provides that, upon satisfaction of certain conditions, the City would subordinate its rights under the Development Agreement to the lien of any mortgage securing the primary construction and/or permanent financing for the Project and also provided for execution by the City and the Authority of an Intercreditor Agreement between the City and the Holder of the First Mortgage (as defined in the Development Agreement) with respect to the application of any insurance proceeds or condemnation award payable with respect to the Project. 1.02. Twin City Federal Savings and Loan Association ("TCF") initially proposed to provide conventional con- struction financing for the Project in the amount of $25,000,000, and there was executed to secure such financing :.+ n. art %e_ documents,_ including a Mortgage and Security Agreement between TCF and MRI, a Subordination Agreement, subordinating the rights of the City and the Authority under the Development Agreement, the Authority Mortgage and the Development Property Deed to the TCF Mort- gage, and an Intercreditor Agreement between TCF, MRI and the City. 1.03. Due to certain changes in federal law since the execution of the documents described in paragraph 1.02 above, it has become possible for MRI and the City to utilize industrial revenue bond financing to finance acqui- sition and construction of the Project upon more favorable terms than the conventional financing previously intended by MRI. Therefore, the City has issued its $20,000,000 Sports Facility Revenue Bonds (Shakopee Racetrack Project), Series 1984-A(1) and its $26,000,000 Sports Facility Revenue Bonds (Shakopee Racetrack Project), Series 1984-A(2) (cumula- tively, the "Bonds") to finance acquisition and construction of the initial phase of the Project. Financing provided by the Bonds replaces the conventional construction financing to be provided by TCF, and the Mortgage and Security Agree- ment referenced in paragraph 1.02 shall be released and satisfied and the other documents referenced in paragraph 1.02 shall become null and void. However, with respect to issuance and marketing of the Bonds, TCF and Security Pacific National Bank ("Security Pacific") propose to issue irrevocable letters of credit (the "Letters of Credit") to secure payment of the principal amount of the Bonds to and including October 1, 1994. With respect to the Bonds and the Letters of Credit, MRI has executed a Mortgage and Security Agreement, dated as of October 15, 1984, and a related Assignment of Leases and Rents (together, the "Mort- gage") in favor of First Trust Company of Saint Paul as trustee for the Bonds and proposes to execute a second Mort- gage and Security Agreement and related Assignment of Leases and Rents (together, the "Letter of Credit Mortgage") in favor of TCF and Security Pacific. With respect to issuance of their Letters of Credit and the Mortgage and Letter of Credit Mortgage, TCF and Security Pacific have requested the City and the Authority to execute a Subordination Agreement, substantially in the form attached hereto as Exhibit A (the "Subordination Agreement") and an Intercreditor Agreement, substantially in the form attached hereto as Exhibit B (the "Irrtercreditor Agreement"). 1.04. The Council has received and reviewed the pro- posed forms of the Subordination Agreement and the Inter - creditor Agreement and are of the opinion that execution of the such document will facilitate financing and construction of the Project and is in the best interests of the City and the Authority. Section 2. Approval of Subordination Agreement and Intercreditor Agreement. 2.01. The City hereby approves the execution of the Subordination Agreement and the Intercreditor Agreement in substantially the forms attached hereto, and directs the Mayor, City Administrator and the City Clerk to execute the Subordination Agreement and the Intercreditor Agreement and such other documents as shall be deemed necessary to effect the intent of the the Subordination Agreement and the Inter- creditor Agreement; together with such necessary and appro- priate variations, omissions and insertions as permitted or required or as the Mayor, in his discretion, shall deter- mine, and the execution thereof by the Mayor shall be con- clusive evidence of such determination. ADOPTED BY THE CITY COUNCIL OF THE CITY OF SHAKOPEE ON OCTOBER 29, 1984. Mayor ATTEST: City Clerk Approved as to form this 29th day of October, 1984. Assistant City Attorney INTERCREDITOR AGREEMENT WHEREAS, the City of Shakopee, Minnesota (the "City") a municipal corporation and political subdivision organized and existing under the constitution and laws of the State of Minnesota, the Housing and Redevelopment Authority in and for the City of Shakopee, Minnesota (the "HRA"), a public body corporate and politic, and Minnesota Racetrack, Inc. (MRI"), a Minnesota corporation, have heretofore entered into an Amended Contract for Private Development dated as of June 12, 1984 and an Agreement to Amend, Modify and Change Prior Agreements providing for certain amendments to such Contract (together, the "HRA Agreement"); WHEREAS, Twin City Federal Savings and Loan Association ("TCF") and Security Pacific National Bank ("Security Pacific") have agreed to provide their Letters of Credit to secure payment of the principal amount of the City's $20,000,000 Sports Facility Revenue Bonds (Shakopee Racetrack Project),Series 1984-A(l) and its $26,000,000 Sports Facility Revenue Bonds (Shakopee Racetrack Project), Series 1984-A(2) (colle-ctively, the "Bonds"), issued by the City on behalf of MRI to finance acquisition and construc- tion of a portion of the Project and MRI plans to execute a Reimbursement Agreement (the "Reimbursement Agreement") in favor of TCF and Security Pacific with respect to such Letters of Credit; WHEREAS, the Company's obligations udner the Reimburse- ment Agreement will be secured by a Mortgage and Security Agreement and a related Assignment of Leases and Rents in substantially the forms of Exhibit A hereto (together, the "Mortgage") executed in favor of TCF: WHEREAS, Section 5.1 of the HRA Agreement provides for the application of proceeds of insurance and Subsection 5.1(f) thereof provides that such application shall be sub- ject to the provisions of such intercreditor agreement or similar agreement as shall be approved by the HRA; and WHEREAS, Section 5.2 provides for the application of proceeds of any' nation award and Subsection 5.2(b) of the HRA Agreeme provides that the application of net pro- ceeds of any condemnation award shall be subject to the provisions of such intercreditor agreement or similar agree- ment as shall be approved by the HRA; and WHEREAS, TCF and Security Pacific have, as a condition to issuing their Letters of Credit required that the HRA and the City enter into this Intercreditor Agreement with respect to the application of insurance proceeds and condem- nation awards; NOW THEREFORE, in consideration of $1.00 in hand paid by TCF and Security Pacific to each of MRI, the City, and the HRA, and in consideration of the foregoing, and for other good and valuable consideration, receipt of which considera- tion is hereby acknowledged, MRI, the City, the HRA, and TCF hereby agree as follows: - 2 - 1. All terms used herein which are defined in the HRA Agreement have the meanings specified in the HRA Agreement. 2. MRI agrees to notify the City, the HRA, -a4i- TCF Security Pacific immediately in the case of damage exceeding $125,000 in amount to, or destruction of, the Project or any portion thereof resulting from fire or other casualty. In the event that such damage does not exceed $500,000, Net Proceeds of any such insurance shall be paid directly to MRI and MRI will forthwith repair, reconstruct, and restore the Project to substantially the same or an improved condition or value as it existed prior to the event causing such damage and, to the extent necessary, to accomplish such repair, reconstruction and restoration, MRI will apply Net Proceeds of any insurance relating to such damage received by MRI to the payment or reimbursement of the costs thereof. 3. Net Proceeds of any insurance relating to damage or destruction to the project or any portionthereof as a result of fire or other casualty in an amount estimated to equal or exceed $500,000 shall be payable to TCF and Security Pacific and shall be applied as provided in this Section 3 and in Section 4 hereof. In the event that either (a) all or sub- stantially all of the Project is destroyed by such fire or other casualty, or (b)less than all of substantially all the Project is so destroyed and TCF and Security Pacific do not consent (and are not required by the Mortgage to consent) to the repair, restoration, and rebuilding of the Project, the - 3 - Net Proceeds of any insurance relating to such damage or destruction shall be paid to TCF and Security Pacific and shall, at its option be held and disbursed by it either for payment of the costs of repair, restoration, and rebuilding of the Project in accordance with the Mortgage, or for pay- ment of the following in the order indicated: a. To all fees, costs and expenses and other amounts owing to TCF and Security Pacific pursuant to the Reimbursement Agreement and the Mortgage, other than any amounts disbursed by TCF and Security Pacific under the Letters of Credit and interest thereon; b. Monies disbursed by TCF or Security Pacific under the Letters of Credit and interest thereon; C. The pzepayment of the Pzomissozy '"ote, if any; d. Reimbursement of all other public and redevelopment costs incurred by the City and HRA in connection with the Project; and e. The payment and discharge of the Tax Increment Bonds to the extent permitted by the resolution authorizing the issuance of said Bonds. 4. In the event that (a) less than all or substan- tially all of the Project is damaged or destroyed as a result of fire or other casualty, (b) the Net Proceeds of any insurance relating thereto are estimated to equal or exceed $500,000, and (c) TCF and Security Pacific consent (or are required by the Mortgage to consent) to the repair, - 4 - SUBORDINATION AGREEMENT THIS AGREEMENT, made and executed this day of October, 1984, by the CITY OF SHAKOPEE, MINNESOTA, (the "City"), a municipal corporation and political subdivision organized and existing under the Constitution and Laws of the State of Minnesota, and THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF SHAKOPEE, MINNESOTA, a public body corporate and political ("HRA"), in favor of FIRST TRUST COMPANY OF SAINT PAUL, a Minnesota corporation ("FIRST TRUST"), TWIN CITY FEDERAL SAVINGS AND LOAN ASSOCIA- TION, a corporation organized under the laws of the United States of America ("TCF") and Security Pacific National Bank, a national banking association organized under the laws of the United States, WITNESSETH THAT: WHEREAS, the City, Minnesota Racetrack, Inc., a Minne- sota corporation, and the HRA have heretofore entered into an. AmpOfied (fntr?rtt fnrPr �cta,tc` t�,pgcl n1, any` ri `e -_g nt -1,= 12, 1984, and an Agreement to Amend, Modify and Change Prior Agreements providing for certain amendments to such contract (together, the "HRA Agreement") with respect to construction of a horseracing facility within the boundaries of the City (the "Project"); and WHEREAS, the HRA Agreement affects the rights of the parties thereto in and to the premises hereinafter described; and WHEREAS, the City has issued its $20,000,000 Sports Facility Revenue Bonds (Shakopee Racetrack Project) Series 1984-A(1) and its $26,000,000 Sports Facility Revenue Bonds i Shakopee TAacatz ac'k i o, ect) Sem ies i98 -a } tDgethez , the "Series A Bonds") to finance the acquisition and construc- tion of a portion of the Project; WHEREAS, Minnesota Racetrack, Inc., ("Mortgagor"), has executed with respect to the Bonds and the issuance by TCF and Security Pacific of their irrevocable letters of credit securing payment of the principal of the Bonds until October 1, 1994 a Mortgage and Security Agreement and related Assignment of Leases and Rents, dated as of October 15, 1984 (together, the "Mortgage") in favor of First Trust Company of Saint Paul', as Trustee for the Bonds, (the "Trustee") and plans to execute and deliver to TCF and Security Pacific a Mortgage and Security Agreement and a related Assignment of Leases and Rents (together, the "Bank Mortgage") conveying and mortgaging the property situated in the County of Scott and State of Minnesota described in Exhibit A to such mortgages on file with the City and Authority; and WHEREAS, it is the mutual desire and intention of the City, the HRA, the Trustee, TCF and Security Pacific and the purpose of this Agreement to make the Mortgage and the Bank Mortgage given by Mortgagor to the Trustee and TCF in all respects prior and superior to the HRA Agreement; and WHEREAS, Mortgagor has requested the City and the HRA to 2XS.L u + + F; S uaiv i u�.ricj e3Ylre NOW, THEREOFRE, in consideration of One Dollar ($1.00) and other good and valuable consideration and in order to induce -TCF ana Security Pacific to provide credit enhance- ment for the Bonds, the City and the HRA do hereby covenant and agree with the Trustee, TCF that the Mortgage and the Bank Mortgage shall in all respects be prior and superior to the HRA Agreement, notwithstanding the fact that the HRA Ag-reement was executed prior to the execution ana recoraa- tion of the Mortgage and the Bank Mortgage, and that all right, title and interest acquired by the Trustee or TCF or Security Pacific either by foreclosure proceedings, by deed in lieu of foreclosure, or otherwise shall be prior and superior to any and all right, title and interest heretofore or hereafter acquired by HRA under the HRA Agreement, the Development Property Deed or the Authority Mortgage. This Agreement will inure to the benefit of and bind the parties hereto, their heirs, personal representatives, suc- cessors and assigns. Terms used herein which are defined in the HRA Agreement have the meanings specified therein. IN TESTIMONY WHEREOF, the City, and the HRA have exe- cuted this instrument as of the day and year firs above written. CITY OF SHAKOPEE, MINNESOTA By Its Mayor By Its City Administrator By Its City Clerk - 2 - HOUSING AND REDEVELOPMENT 4jL,,jTlI�T y TA ]11�7'�_ fin_ r� mr_ r+ �_ TmcrY i11 \ 1 1 1 1 4 r VL 1 %i% I LJ OF SHAKOPEE, MINNESOTA By Its Chairman And By Its Executive Director - 3 - CITY OF SHAKOPEE INCORPORATED 1870 '12S `c. F7iM %Ve. - SbdWpee, 'M'innesota 55379-1376 (612) 445-3650 October 26, 1984 The Honorable City Council City of Shakopee Shakopee, MN 55379 Mayor Eldon Reinke has notified me, John K. Anderson, City Administrator of Shakopee, that a Special Meeting of the City Council will be held at 7:30 p.m. on Monday, October 29, 1984, fie 2narioers or 'fne Vity -Rail for the purpose of approving a subordination and intercreditor's agreement with respect to Minnesota Racetrack Inc., approving the execution of supplemental indentures and a supplemental loan agreement with respect to the Racetrack Industrial Revenue Bonds (20 mil Series 1984-A(1) and (26 mil Series 1984-A(2); and any other business which may come before the Council. If you are unable to attend at this time, please let me know. JKA/jms cc: KSMM Shakopee Valley News Z -U Cable Television Sinc rel ,, in K. Anderson :y Administrator T h L7 H i' a P 0 l �� r 0 i7 r i '_ c7 15 - MEMO MEMO TO: City Council FROM: LeRoy Houser, Building Official RE: Police Department Heating Unit DATE: October 24, 1984 Introduction: Attached, the result of our advertisement for bids for the Police Dept. heating unit. Background: At your request, we advertised for bids for replacement of the rooftop heating unit at the Police Dept. Only one bid was received. The bid price is a staggering sum of money ($47,576.00), $17,576.00 over projection. Recommendation: In view of the cost I would recommend we reject the bid and do the following: 1. Remove all heat runs for the upstairs that were cut into the zones for police dept. below. 2. Advertise for bids for one residential type heating unit for the upstairs with all necessary duct work. 3. Continue to use and maintain the present unit. Efficiency will increase by removing the taps for the upstairs. Rather than pay the bid price, from a practicable standpoint we can pay $500 per year in maintenance cost for 94 years or $1,000 per year for 47 years and still be ahead. Action Requested: Authorize advertising for bids for the installation of a residential type heating unit for the second floor of the Police Station with all necessary duct work, wiring, etc, and the removal of the zone taps supplying the lower level Police Station. LH:cah Attachment P(0 SSN)AA F -D r n ir n ir� ni T n r� �- n nS I y in NORTH MARKET ❑ SHAKOPEE, MN 55379 ❑ PHONE 445-5100 City of Shakopee 129 East lst Ave. Shakopee, MN 55379 ATTN: LeRoy Re: Replacement of multizone rooftop heating and A/C unit. Police StationF Dear Sirs, We are pleased to quote the following: 1 - Carrier #48 MA - 024 8 zone - 20 tons air conditioner. Combination heating and cooling unit, with power vent, economizer, extended warranty for compressors, new stats for each zone. October 23, 1984 Sheetmetal to tie in to existing zones: lst floor - remove registers and duct work from intended lst floor zones that now feeds 2nd floor. 2nd floor - adding two new zones: 1 zone to boxing area with supply and return ducting as necessary. 1 zone to 2nd floor office area with supply and return ducting as necessary. Quote includes: Labor necessary to remove and install. Roofing necessary to remove and install. Any structural cutting of roof. Gas piping. Electric wiring. Disposal of old unit. Crane lifting. City of Shakopee Multizone unit. Pg 2 Quote does not include: Any carpentry labor or material if needed (not much required). All for the sum of Forty seven thousand five hundred seventy six and 00/100 dollars, ($47,576.00). Respectfully Submitted, ASSOCIATED MECHANICAL CONTRACTORS, INC. JosepSand, Jr. President City of Shakopee Multizone unit. pg 3 The equipment needed from Carrier at best takes approximately 8 to 12 weeks for delivery. With this being a fact, I would feel more comfortable installing in mid to end April if we should be awarded this contract. 'Installation would take approximately 8 to 11 working days. This time of year would be more comfortable for the police staff. n The maintenance for the existing equipment this winter can be kept at a minimum. We can steal controls and parts from the air conditioning section to baby the unit thru this heating season. The unit quote is by far more efficient and is the most efficient unit in a multizone made today. With the savings of operations and maintenance, I feel the payback would be rapid, with a system that would please the people at the police station. I MEMO TO: John K. Anderson, City Administrator FROM: Judi Simac, City -Planner RE: Hiring a consultant to review a Conditional Use Application for a Mining Permit DATE: October 26, 1984 Introduction: Scott County Lumber Co., Inc. has applied for a Conditional Use Permit to remove sand and gravel aggregate from a 130 ac. site located approximately one mile south of CSAH 16 on the west side of CSAH 83. The Planning Commission opened the public hearing on October 4, 1984 and continued to November 8, 1984 with the under- standing that the applicant (C.S.McCrossan Construction is listed as the consultant, and are preparing the application) would submit the requireu inizyritat ivn according to the city coae . Background: The City Council can require that an Environmental Assessment Worksheet be prepared in conjunction with the application or a petition of twenty-five residents could also initiate the EAW. At this time, the scope of the application does not require a Non Metalic Permit as issued by the Environmental Quality Board. Therefore, the EAW could only be done because of Council or citizen petition. Due to the nature of the conditional use application, I believe the case should be reviewed carefully and by a professional who is well qualified to determine the impact of the mining oper- ation. Therefore I would like to request that Council approve the hiring of a consultant to assist City Staff in preparing the case report and recommendation. In regard to the preparation of an EAW the following alternatives may be considered: Alternatives I. Authorize the use of a consultant to assist staff in preparing a case report and recommendation to the Planning Commission. Following the review of the application and discussion of conditions which would be applicable to the permit, request the consultant to prepare an EAW to use as a guide in preparing the end use plan. Advantages: 1. Because EAW's are usually vague and can be interpreted for either approval or denial, the City could determine what conditions and items should be specifically addressed up front. 2. The permit is issued with the condition that an EAW is done that proves all of the conditions can be met. 3. If the EAW shows conditions can't be met, there is a solid basis for denying the use. Disadvantages: . 7 - r1 P Sl- 11"P ci J i;riv� a T +ark ,-. r ; �- - "-t..7 may feel the EAW is more valid before C.U.P. is issued. orize the use of a consultant to assist staff in case rt, recommendation and preparation of a EAW prior to ning Commission action. s: s preformed before a decision is made on application. age: W shows non detrimental circumstances, that is support egal action against the City should the application be d. of authorize use of a consultant. Fee: application process provides for the deposit of $2,500.00 lting fees. Rod Krass has given the opinion that if the less than $2,500.00 the difference is given back to the if more the developer must assume all costs. E would suggest the use of either Rob Chelseth or zlgren Assoc. Dahlgren's have worked extensively with rmit applications in the state, however Rob may also be ified to perform the service. As of this date, I have z to Rob Chelseth in regard to the time frame and hope irther information by the Council meeting. Dahlgren's are :o take on the work.