Dubuque Racing Association_Fourth Lease Amendment 6 7 10TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Fourth Amendment to DRA -City Lease
DATE: June 3, 2010
City Attorney Barry Lindahl and I, with the assistance of Budget Director Jennifer
Larson, have negotiated an amendment to the Lease Agreement between the City of
Dubuque and the Dubuque Racing Association.
One change adds to their lease area, making the sign at the intersection of 16 Street
and Greyhound Park Drive an on- premise sign and removes the street right -of -way from
their lease.
Other changes are designed to implement the previously approved $10 million debt
issuance for part of the costs of the Mystique Casino renovation.
You will remember that in a previous amendment to this agreement, the City had
agreed to allow no distributions for three years. Favorable performance at the facility
and the debt issuance allows distributions to resume in January 2011, instead of waiting
until January 2012. This was already taken into consideration through the City's Fiscal
Year 2011 budget that was approved by the City Council in March 2010.
This amendment also implements the previously agreed to DRA Endowment at a
minimum payment of $379,411 per year for the next five years and the creation of a
funding source for a Futures Fund at the DRA at a minimum of $200,000 per year over
the next five years.
Both the Futures Fund and the Endowment could receive additional funds over those
five years depending on performance of the facility and the Board's discretion to add to
either area. This will also be how funding to the Endowment and the Futures Fund will
be funded after the five year guarantee.
The DRA will also have funds for charitable distributions related to this amendment,
consistent with past practice
This amendment was approved by the DRA Board of Directors at their May 18, 2010
Board meeting. The attached summary was prepared by DRA Attorney Steve Krumpe
of O'Connor & Thomas law firm.
I respectfully request Mayor and City Council approval.
Michael C. Van Milligen
MCVM:jh
Attachment
cc: Jesus Aviles, President & CEO, Mystique Casino
Barry Lindahl, City Attorney
Cindy Steinhauser, Assistant City Manager
Summar of Fourth Amendment to DRA-Cit Lease
Note,: This is a ver abbreviated summar of the Fourth Amendment the actual lan of the Amendment,
rather than this Summar cointrols the interpretation and effect of the Amendment.
I of 4 th Line Ch..a.n made
Amend- #S
meat
0
BOUNDARN� AMENDMEN"'I"'.
PARAGRAn,i 41 $.Iq MOO IJOIAN FACLUTY )kND
TO AND
OF PROCEEDS OF SjkIME
Ni 61): 0 W NI E N 11 U N DO'
2 190 Headin Title-. The headin for 11 41 (a) is chan to read "Net Cash
R ain
emin from "Net Cash Proceeds." The phrase "net cash
proceeds" does not appear an other than in the headin the
phrase used throu the text is "Net Cash Remainin
2 242- For clarit a sentence is inserted to be he distribution
243 pro�visions followin the enumeration of items that are deducted
from Net Cash Remaining.
Summary of Fourth Amendment to D -City Lease
Note: This is a very abbreviated summary of the Fourth Amendment; the actual language of the Amendment,
rather than this Summary, controls the interpretation and effect of the Amendment.
¶ of 4 "' Line
Amend- #s
ment
Changes made
2 (cont'd) 2
Requires that after the distribution to the C under � 41(a), a
306
minimum of $1 ,000 ,000 must be available to charities/non-profits
before any distribution is made to the Endowment Fund. Once this
is met, the next $428,571.43 is allocated to the Endowment Fund.
When both these requirements have been met, $100,000 each is
deducted from the charities/non-profit and Endowment Fund
allocations, reducing the balances in those allocations to $900,000
and $328,571.43, respectively. The $200,000 so deducted will be
contributed to DRA's Future Fund. From this point forward, any
additional Net Cash Remaining (after the City's distribution) is
allocated 70% to the charities /nonprofits and 30% to the
Endowment Fund.
If the charities /nonprofit allocation of Net Cash Remaining never
reaches $1,000,000, or if the Endowment Fund allocation never
reaches $425,571.43, there will be no contribution to the Future
Fund in that fiscal year, unless DRA males a discretionary
contribution with funds from the charities /nonprofit side. For the
sole purpose of determining whether these thresholds have been
met, supplemental funds provided to charities /nonprofits and the
Endowment Fund under subparagraph 41(f) are included.
2 303 -
Language stating that distributions under Fourth Amendment
306
41(f) are outside of the distribution formula in T 41(a). This is
required because otherwise, the Loan Facility funds obtained for
charities /nonprofit and Endowment Fund distributions will be
distributed over a five -yeas period; if not for this language, the
money retained in the Nonprofit Fund after 2011 would all be
subject to distribution under � 41(a) after 2011, with the City taking
50% of the remaining funds intended for charitable /nonprofit
distribution.
Page 2 of 5
Summar of Fourth Amendment to DRA-Cit Lease
Note: This, is a ver abbreviated summar of the Fourth Atnendment- the aictua,l lan of the Amendment,
rather than this Summar controls the interpretation and effect of the Amendment.
of 4 1 h' Line Chan made
Amend- #s
meat
4:1 (d) is amended to chan the date b which the Cit must
distributions under T 4 1 (a) from March 3 1 to Januar 3; 1
receive 1
0
This, lan is revised to conforin to the actual distribution
M scheifule followed for distributions of'F'Y 2007 holdover ffinds.
0
2 NEW'_1 lop,
Fourtb Amend men t 41 1s, completel new.
It is the major new provision in the lease.
Re DRA to borrow $ 1 0,000,000i on or before 12-,3 1 -1 Ol. This
• loan 'is �refeffed to as the Loan Facilit The purpose of the Loan
Facilit is to replenish funds that were consumed b the 2008 -
2009 renovations, to the casino and g re y hound wa areas.,
1 4
Re DRA to distribute $5,000,000 of the Loan Faci , lity
proceeds to the Cit on or before Januar 31, 201
wm���
Summary of Fourth Amendment to DRA-City Lease
Note: This is a very abbreviated summary of the Fourth Amendment; the actual language of the Amendment,
rather than this Summary, controls the interpretation and effect of the Amendment.
¶ of 4 th
Amend-
went
Line Changes made
#s
2
375 - Fourth Amendment T 41(f)(2)(a) requires DRA to distribute the
421 remaining $5,000,000 of Doan Facility proceeds to charities,
nonprofits, and the Endowment Fund over a five -year period
(following fiscal years 2010, 2011, 2012, 2013, and 2014). The
$5,000,000 will go into a Nonprofit Fund created for this purpose.
The Nonprofit Fund moneys are not distributable to the City under
any circumstances.
The time at which funds are actually drawn from the Loan Facility
for the charitable /nonprofit /Endowment Fund distributions is in the
discretion of the DRA Board of Directors. Scenarios have been
posited where all $10,000,000 is borrowed on January 1, 2011;
other scenarios have posited drawing the funds only as needed to
pay funds to recipients. How this is handled depends largely on
whether any of the $5,000,000 allocated to
charities /nonprofits /Endowment Fund (after the City's distribution)
will be used to pay off or prepay other DRA debt in order to
generate interest savings. All funds used for this purpose must be
repaid to the Nonprofit Fund from operational revenues. (Note:
deductions for such repayments have been authorized under
subparagraph 41 (a) ---- see 41 (a)(viii) at lines 23 9 -240.)
DRA is to manage the Nonprofit Fund with the objective of
distributing all of the of the $ 5,000,000 allocated to it by January
31, 2016. The objective, as shown in the projections on Exhibit C,
is to provide roughly equal annual total payments to
charities /nonprofits /Endowment Fund, net of contributions from
operations under ¶ 41 (a) and from contributions from the Nonprofit
Fund, over the five -year period. (Note: Exhibits C and D are
projections only, and will vary, positively or negatively, based
on operational results over the five -year period.)
Page 4 of 5
Summary of Fourth Amendment to DRA-City Lease
Note: This is a very abbreviated summary of the Fourth Amendment; the actual language of the Amendment,
rather than this Summary, controls the interpretation and effect of the Amendment.
¶ of 4 #h
Line
Changes made
Amend-
#s
meat
2
423 -
Subparagraph 41(f) (2) (b) authorizes, but does not require, DRA to
428
use borrowed funds designated for the Nonprofit Fund to
discharging other DRA debt, in order to generate net savings in
overall interest expense. DRA would have to replace the borrowed
funds with other cash from operations. The tuning and/or amount
of distributions from the Nonprofit Fund may be affected positively
or negatively by operations results and other factors over the five-
year period.
2
436-
Subparagraph 41(f)(2)(d) further provides that no funds allocated to
444
th Nonprofit Fund are distributable to City under any
circumstances.
2
445-
Subparagraph 41(f)(2)(d) provides that the drawing of funds from
448
the Loan Facility as and when needed is subject to the terms and
conditions of the Loan Facility at the applicable times and for
applicable amounts.
3
450-
All other provisions of the Amended and Restated DRA -City
452
Lease, not changed by the Fourth Amendment, remain in full force
and effect.
4
454-
Makes the Fourth Amendment subject to approval of the DRA
456
Board, the Dubuque City Council, the Iowa Racing and Gaming
Commission, and American Trust (by reason of current DRA loan
covenants).
Summary of Fourth Amendment to DRA -City Lease 5- -18 -10 0800.wpd
Page 5 of 5
1 FOURTH AMENDMENT
2 TO
3 AMENDED AND RESTATED
4 LEASE AGREEMENT
5 BETWEEN
6 THE CITY OF DUBUQUE, IOWA
7 AND
8 DUBUQUE RACING ASSOCIATION, LTD.
9
10 This FOURTH AMENDMENT TO AMENDED AND RESTATED LEASE AGREEMENT is dated
11 for reference purposes the 7 day of June , 2010.
12
13 Whereas, the City of Dubuque ("City") and Dubuque Racing Association, Ltd. ("Association") are
14 parties to an Amended and Restated Lease Agreement dated for reference purposes the 31st day of
15 March, 2004, as amended by the First Amendment dated April 4, 2005, the Second Amendments
16 dated June 29, 2005, and the Third Amendment dated February 2, 2009; and
17
18 Whereas, City and Association desire to further amend the Amended and Restated Lease
19 Agreement, as previously amended, for purposes of correcting certain boundary descriptions;
20
21 Now, therefore, City and Association further amend the Amended and Restated Lease Agreement,
22 as previously amended, as set forth herein:
23
24 1. Paragraph 2 of the Amended and Restated Lease Agreement Between the City of Dubuque,
25 Iowa and Dubuque Racing Association, Ltd., as previously amended, is amended to read as follows:
26
27 2. The Leased Premises. City agrees to lease to Association, and
28 Association agrees to lease from City, the following described real estate
29 (Dubuque Greyhound Park and Casino):
30
31 A parcel of land containing 36.235 acres, more or less, located on Chaplain
32 Schmitt Memorial Island as set forth on Exhibit A attached hereto and
33 described as follows:
34
35 A part of the Southwest Quarter of Fractional Section 17 and part of the
36 Southeast Quarter of Fractional Section 18, T89N, R3E, 5th P.M. in the City
37 of Dubuque, Dubuque County, Iowa, more particularly described as follows:
38
39 Commencing as a point of reference at the Southeast Corner of
40 Southeast Quarter of Fractional Section 18, T89N, R3E, 5th P.M. in
41 the City of Dubuque, Dubuque County, Iowa;
42
43 Thence NO1 26'43" W 338.68 feet along the westerly line of said
44 Southeast Quarter to a point of intersection with the northerly right of
Page 1 of 12
45 way line of Greyhound Park Road, said point being the point of
46 beginning (this is an assumed bearing for this description only);
47
48 Thence N87 58'11" W 523.04 feet along said right of way to a point
49 of curvature;
50
51 Thence northwesterly 390.04 feet along a 1489.15 foot radius curve
52 concave northerly (chord N80 27'58" W 388.93') continuing along said
53 right of way to a point of tangency;
54
55 Thence N72 57'45"W 97.09 feet continuing along said right of way
56 to a point of curvature;
57
58 Thence northwesterly 305.03 feet along a 2175.10 foot radius curve
59 concave southerly (chord N76 58'48"W 304.78 ft.) continuing along
60 said right of way to a point of tangency;
61
62 Thence N80 59'51 "W 473.77 feet continuing along said right of way
63 to a point of curvature;
64
65 Thence southwesterly 317.30 feet along a 421.14 foot radius curve
66 concave southeasterly (chord S77 25'16" W 309.86 ft.) continuing
67 along said right of way to a point of non -tangency;
68
69 Thence N26 39'11" W 162.14 feet;
70 Thence N28 06'34" E 163.57 feet;
71 Thence N58 48'11" E 674.06 feet;
72 Thence N36 03'47" E 305.50 feet;
73 Thence N87 33'30" E 418.14 feet;
74 Thence S84 32'50" E 132.74 feet;
75 Thence S71 50'08" E 79.09 feet;
76 Thence S66 44'07" E 384.16 feet;
77 Thence S64 39'07" E 374.89 feet;
78
79 Thence S52 03'20" E 63.33 feet to a point of non -tangent curvature
80 and point of intersection with the westerly right of way line of Admiral
81 Sheehy Drive;
82
83 Thence southwesterly 138.39 feet along a 305.05 foot radius curve
84 concave southeasterly (chord S13 57'08"W 137.21 ft.) along said right
85 of way to a point of tangency;
86
87 Thence S00 57'20" W 523.35 feet continuing along said right of way;
88
89 Thence S46 29'35"W 14.01 feet continuing along said right of way;
Page 2 of 12
90
91 Thence N87 58'11" W 9.10 feet along the northerly right of way line
92 of Greyhound Park Road to the point of beginning.
93
94 The above described parcel contains 36.235 acres, more or less, and
95 is subject to easements of record and not of record.
96
97 A parcel of land containing 0.062 acres, more of less, located on Chaplain
98 Schmitt Memorial Island as set forth on Exhibit B attached hereto and
99 described as follows:
100
101 A part of the Southeast Quarter of Fractional Section 18 and part of
102 the Northeast Quarter of Fractional Section 19, T89N, R3E, 5th P.M.
103 in the City of Dubuque, Dubuque County, Iowa, more particularly
104 described as follows:
105
106 Commencing as a point of reference at the Southeast Corner of
107 Southeast Quarter of Fractional Section 18, T89N, R3E, 5th P.M. in
108 the City of Dubuque, Dubuque County, Iowa;
109
110 Thence S88 37'17"W 2,573.92 feet along the southerly line of said
111 Southeast Quarter to a point of intersection with the westerly right of
112 way line of Greyhound Park Road, said point being the point of
113 beginning of Lease Area B (this is an assumed bearing for this
114 description only);
115
116 Thence northeasterly 175.43 feet along a 466.90 foot radius curve concave
117 northerly (chord N30 35'19"E 174.40 ft.) continuing along said right of way
118 to a point of tangency;
119
120 Thence N41 29'57"E 499.75 feet continuing along said right of way
121 to a point of curvature;
122
123 Thence northeasterly 101.55 feet along a 425.14 foot radius curve
124 concave southeasterly (chord N49 03'50"E 101.31 ft.) continuing
125 along said right of way to a point of intersection with the westerly line
126 of Dubuque Racing Association Lease A;
127
128 Thence N26 39'11"W 2.02 feet continuing along said westerly line to
129 a point two (2) feet in perpendicular distance from the westerly right
130 of way line of Greyhound Park Road;
131
132 Thence southwesterly 102.32 feet along a 427.14 foot radius curve
133 concave southeasterly (chord S49 04'47"W 102.07 ft.) continuing
134 along a line parallel to said right of way;
Page 3 of 12
135
136 Thence S41 29'57"W 499.75 feet continuing along said parallel line
137 to a point of curvature;
138
139 Thence southwesterly 176.18 feet along a 468.90 foot radius curve
140 concave southeasterly (chord S30 35'20"W 175.15 ft.) continuing
141 along said parallel line to a point of tangency;
142
143 Thence S19 45'23"W 163.65 feet continuing along said parallel line;
144
145 Thence southeasterly 227.53 feet along a 254.57 foot radius curve
146 concave northeasterly (chord S9 14'46"E 220.03 ft.) continuing along
147 said parallel line;
148
149 Thence S34 51'03"E 45.73 feet continuing along said parallel line;
150
151 Thence S12 41'43"W 35.04 feet to the northerly corner of an existing
152 structure easement as shown on the Plat of Survey recorded as
153 Instrument No. 2009-18225 in the Office of the Dubuque County
154 Recorder;
155
156 Thence S30 06'07"W 20.00 feet along the northwesterly line of said
157 easement;
158
159 Thence S59 53'53"E 32.52 feet along the southwesterly line of said
160 easement to a point of intersection with the northerly right of way line
161 of East 16th Street;
162
163 Thence northwesterly 72.26 feet along a 75.00 foot radius curve
164 concave westerly (chord N7 14'59"W 69.50 ft.) along the westerly
165 right of way line of Greyhound Park Road;
166
167 Thence N34 51'03"W 45.73 feet along said right of way line;
168
169 Thence northwesterly 225.70 feet along a 252.57 foot radius curve
170 concave easterly (chord N9 14'46"W 218.30 ft.) continuing along said
171 right of way line;
172
173 Thence N19 45'23"W 163.65 feet continuing along said right of way
174 line to the point of beginning.
175
176 The above described parcel contains 0.062 acres, more or less, and
177 is subject to easements of record and not of record.
178
179 Improvements to and maintenance of the easement areas, including snow
Page 4 of 12
180 removal and weed control, shall be the responsibility of the City.
181
182 The Association may grant utility easements, including an easement to the
183 television cable company, for the purpose of obtaining utility services to the
184 race track facility. Such easements shall only be granted with the written
185 consent of the City.
186
187 2. Par. 41 of the Amended and Restated Lease Agreement Between the City of Dubuque, Iowa
188 and Dubuque Racing Association, Ltd., as previously amended, is amended to read as follows:
189
190 41. Distribution of Net Cash Remaining.
191
192 (a) Association shall, following the end of each fiscal year (except as
193 provided under subparagraph (e) below), distribute its net cash
194 remaining after payment of the following expenses:
195
196 (i) operational expenses and expenses for normal
197 replacement items;
198
199 (ii) required payments to the Depreciation and
200 Improvement Fund under the Dubuque Greyhound
201 Park and Casino Lease (Part A) above;
202
203 (iii) provision for (i) operating funds, (ii) capital
204 improvements, and (iii) a Cash Reserve Fund not to
205 exceed five per cent (5%) of total budget for Dubuque
206 Greyhound Park and Casino for the following fiscal year
207 (the Cash Reserve Fund), which is calculated each year
208 and is not cumulative;
209
210 (iv) required debt service payments (including prepayment
211 of debt, upon Board approval and City consent) for debt
212 incurred with the consent of City and for activities
213 pursuant to Iowa Code Chapters 99D and 99F;
214
215 (v) distributions to charities or non-profit entities from
216 operational funds, not to exceed the greater of Four
217 Hundred Fifty Thousand Dollars ($450,000.00) or
218 sixty-five (65) basis points (0.0065) of Association's
219 adjusted gross receipts from all gambling games (slots
220 and table games);
221
222 (vi) funds which Association is required to provide as
223 collateral or otherwise for purposes of obtaining and
Page 5 of 12
224 securing any bond required by the Iowa Racing and
225 Gaming Commission pursuant to Iowa Code Section
226 99D.10 (1995); and
227
228 (vii) payment into a capital reserve fund (the Capital
229 Reserve Fund) subject to a maximum annual payment
230 of Five Hundred Thousand Dollars ($500,000.00) and
231 a total balance not to exceed Five Million Dollars
232 ($5,000,000.00), for use in funding future capital
233 improvements or gambling devices (including but not
234 limited to gaming devices and necessary hardware
235 and/or software relating to the installation or operation
236 of such gaming devices) in the discretion of
237 Association's board of directors.
238
239 (viii) Funding or repayment of funds to the Nonprofit Fund
240 established pursuant to subparagraph 41(f)(2)(b).
241
242 The balance of Net Cash Remaining after deduction of the foregoing (i) -(vii) shall
243 be distributed as follows:
244
245 (ix) Fifty percent (50%) to City; and fifty percent (50%) to be
246 paid to charitable or non-profit recipients, and/or
247 allocated to Association accounts for use in advancing
248 Association's non-profit purposes (including, by way of
249 illustration and not limitation, Association's Grants
250 Program and contributions to Association's Future
251 Fund) in the discretion of Association's board of
252 directors.
253
254 (x) Commencing at the end of fiscal year 2010 (payable in
255 2011), and continuing thereafter during the term of this
256 Agreement, Association shall establish an irrevocable
257 permanent endowment established at an organization
258 in the City of Dubuque where the principal is invested,
259 and only a portion of the investment earnings is spent
260 and the rest of the earnings are directed back into the
261 fund, so that the endowment grows over time. The
262 portion of the endowment fund investment earnings
263 expended shall be available for distribution to other
264 charitable and non-profit recipients and distributed in
265 the discretion of Association's board of directors.
266 Balance of Net Cash Remaining after City's distribution:
267 Starting at the end of fiscal year 2010 (payable in
268 2011), and continuing for each fiscal year thereafter
Page 6 of 12
269 during the term of this Agreement, the balance of Net
270 Cash Remaining after the distribution to City will be
271 handled as follows.
272
273 The first $1,000,000.00 of the Net Cash Remaining is
274 allocated to Association's Grants Program. The next
275 $428,571.43 is allocated to the Endowment Fund.
276
277 If the Net Cash Remaining meets or exceeds
278 $1,428,571.43, then $200,000.00 of the Net Cash
279 Remaining must be paid into Association's Future Fund,
280 $100,000.00 being taken from the allocation for
281 Association's Grants Program and $100,000.00 being
282 taken from the Endowment Fund's allocation; the
283 balance of each allocation will then be distributed. If the
284 Net Cash Remaining is less than $1,428,571.43, there
285 will be no mandatory contribution to Association's
286 Future Fund from the Net Cash Remaining.
287
288 Net Cash Remaining in excess of $1,428,571.43, if any,
289 will be split 30% to the Endowment Fund and 70% to
290 Association for its charitable and nonprofit distributions
291 (including but not limited to Association's Grants
292 Program, and, in Association's sole discretion,
293 discretionary grants to Association's Future Fund or
294 other dedicated Funds which Association may establish
295 from time to time). For the sole and exclusive purpose
296 of determining whether the $1,428,571.43 threshold for
297 $100,000 contributions to Association's Future Fund by
298 Association's Grants Program and by the Endowment
299 Fund (for a total of $200,000) has been met in a fiscal
300 year, supplemental payments to the Grants Program
301 and Endowment Fund for that fiscal year under
302 subparagraph 41(f)(2) shall be included; such
303 subparagraph 41(f)(2) funds shall not be included in any
304 other computation or used for any other purpose under
305 subparagraph 41(a), and are in no event distributable
306 otherwise than as provided in subparagraph 41(f)(2).
307
308 The Endowment Fund shall be established by
309 Association not later than July 1, 2009, on terms and
310 conditions approved by Association's board of directors.
311
Page 7 of 12
312 b) City shall use funds distributed to City under this Par. 41 in the same manner
313 and for the same purposes that City is authorized to use rent payments under Par.
314 3 of this Agreement.
315
316 c) Monies deposited in the Cash Reserve Fund are the sole property of
317 Association and shall be designated for the sole purpose of maintaining a cash
318 balance for Association. Any interest accruing on the balance in the Cash Reserve
319 Fund shall be available to the Operating Fund.
320
321 d) Association shall be obligated under this Par. 41 to distribute City's share of
322 Net Cash Remaining after the end of each of fiscal year as described in
323 subparagraph 41(a) no later than January 31 following the end of each such fiscal
324 year, except as provided in Par. 41(e) below.
325
326 e) Notwithstanding the foregoing, there shall be no distributions under this Par.
327 41 from Net Cash Remaining following fiscal years 2008 and 2009 (ending
328 December 31, 2008 and December 31, 2009, respectively). However, distributions
329 to charitable/non-profit entities will be made from Net Cash Remaining following
330 fiscal year 2007, as set aside by Association's Board of Directors on January 15,
331 2008 ("FY2007 Set Aside") to be paid out under Association's Annual Grants
332 Program, on the following schedule:
333
334 (i) one-third shall be distributed after the end of fiscal year
335 2007 and prior to January 31, 2009;
336
337 (ii) one-third shall be distributed after the end of fiscal year
338 2008 and prior to January 31, 2010;
339
340 (iii) the remaining amount shall be distributed after the end of
341 fiscal year 2009 and prior to January 31, 2011.
342
343 Normal distributions under subparagraph under subparagraph 41(a) to the City and
344 charitable/non-profit recipients shall resume following fiscal year 2010 and continue
345 following each fiscal year thereafter during term of this Lease.
346
347 Distribution to charitable/non-profit entities (but not including the Endowment Fund)
348 of the balance of the FY2007 Set Aside following fiscal year 2010 shall be in
349 addition to funds distributable to such entities under subparagraphs 41(a) and 41(f).
350
351 All Net Cash Remaining at the end of fiscal years 2008 and 2009 as computed
352 under paragraph 41(a) (which shall not include any funds from the FY2007 Set
353 Aside), shall be held by DRA and may be used for any of the purposes in
354 subparagraph 41(a). However, all Net Cash Remaining at the end of fiscal year
355 2010 (which shall not include any funds from the FY2007 Set Aside) shall be
356 distributed under Par. 41(a).
Page 8 of 12
357 f) Loan Facility for Distributions afterFY2010-FY2014: For purposes of this
358 subparagraph 41(f), "Loan Facility" means binding loan commitments from one or
359 more lenders for Ten Million Dollars ($10,000,000.00) total principal amount, which
360 Association shall obtain not later than December 31, 2010 ("Loan Facility"), subject
361 to the terms and conditions thereof and of any partial or complete refinancings of
362 same. The purpose of said Ten Million Dollar ($10,000,000.00) Loan Facility is to
363 replenish funds expended for the renovation of Association's facilities in 2008-2009.
364
365
366 (1) Distribution of Loan Facility Funds to City:
367
368 Following the end of fiscal year 2010 and not later than January
369 31, 2011, Association shall distribute Five Million Dollars
370 ($5,000,000.00) of proceeds of the Loan Facility to City. This
371 distribution to City shall not be deemed part of or from Net Cash
372 Remaining for purposes of subparagraph 41(a). City shall receive
373 no further distributions of funds from the Loan Facility.
374
375 (2) Distribution of Loan Facility Funds to Charities, Non -Profits, and
376 Endowment Fund:
377
378 a. Following the end of fiscal years 2010, 2011, 2012, 2013,
379 and 2014 (ending the December 31st of each such year),
380 Association shall pay out to nonprofit and charitable
381 recipients under DRA's Grants Program, on the one hand,
382 and to the Endowment Fund, on the other hand, the
383 remaining Five Million Dollars ($5,000,000.00) obtained
384 from the Loan Facility (in addition to any amounts
385 otherwise distributable under subparagraph 41(a)), which
386 shall be allocated to a new Association fund, which will be
387 known as the Nonprofit Fund.
388
389 For the five fiscal years 2010 through 2014, distributions
390 from the Nonprofit Fund shall be used to supplement
391 distributions under subparagraph 41(a) to Association's
392 Grants Program, Future Fund, and Endowment Fund. The
393 objective will be to supplement and smooth out total
394 distributions to the Grants Program, Future Fund, and
395 Endowment Fund following fiscal years 2010 through 2014,
396 as shown for illustrative purposes only on the attached
397 Exhibits C and D; the actual amounts of operational
398 revenues and distributions shown on Exhibits C and D
399 (except for the $5,000,000.00 distribution to City by
400 January 31, 2011) will vary from year to year based on
Page 9 of 12
401 results of operations and other factors during each fiscal
402 year.
403
404 Association shall obtain funds from the Loan Facility for the
405 Nonprofit Fund as and when needed for payment of the
406 supplemental distributions. Regardless of when drawn or
407 borrowed under the Loan Facility, such funds shall be
408 excluded from Net Cash Remaining and shall not be
409 subject to distribution in whole or in part to City under
410 paragraph 41 or otherwise.
411
412 Payment to recipients of distributions from the Nonprofit
413 Fund following the end each fiscal year from 2010 through
414 2014 shall occur on or before January 31 of the second
415 following fiscal year. For example, Nonprofit Fund
416 distributions after the end of fiscal year 2010 (December
417 31,. 2010) must be paid out to recipients no later than
418 January 31, 2012; but the date(s) of actual payment to
419 recipients within that thirteen (13) month period, and of
420 accessing funds from the Loan Facility for same, shall be
421 in the sole discretion of Association.
422
423 b. Association shall have the right, but no obligation, to use
424 any portion of funds available in the Nonprofit Fund to
425 discharge in part or in full other indebtedness of
426 Association existing as of April 1, 2010. Any funds so used
427 shall be replaced dollar for dollarfrom operational revenues
428 of the Association.
429
430 c. Association shall manage and make distributions from the
431 Nonprofit Fund with the objective that the entire principal
432 amount of Five Million Dollars ($5,000,000.00), together
433 with the accumulated interest thereon, is distributed by
434 January 31, 2016.
435
436 d. All funds in the Nonprofit Fund, all Loan Facility funds
437 obligated to the Nonprofit Fund, all funds borrowed from or
438 repaid into the Nonprofit Fund pursuant to subparagraph
439 41(f)(2)(b), and all funds distributed from the Nonprofit
440 Fund to recipients, shall be excluded from Net Cash
441 Remaining for purposes of subparagraph 41(a), and shall
442 not be subject to distribution in whole or in part to City
443 under paragraph 41 or otherwise at any time.
444
Page 10 of 12
445 Drawing of funds from the Loan Facility for purposes of this subparagraph
446 41(f) shall be subject to the terms and conditions of the Loan Facility, and
447 subject to the actual ability of Association to draw upon the Loan Facility at
448 the applicable times and in the applicable amounts.
449
450 3. All other provisions of the Amended and Restated Lease Agreement Between the City of
451 Dubuque, Iowa and Dubuque Racing Association, Ltd., as previously amended, shall remain in full
452 force and effect.
453
454 4. This amendment is subject to the prior approval of the City Council of the City of Dubuque,
455 Association's Board of Directors, the Iowa Racing and Gaming Conunission, and American Trust
456 & Savings Bank.
457
458
459 CITY OF DUBUQUE, IOWA, DUBUQUEgy41 ING A'i C ATION,
460 LTD., r
461
462 /ak463 By: u By: h �`fr----
464 Roy Buol, Mayor Its ,)rYsident R
465 Dat Dat
466
Page 11 of 12
467
468
469 American Trust & Savings Bank consents to the foregoing Fourth Amendment to Amended and
470 Restated Lease Agreement thi 7, day of , 2010.
471
472
473
474 By:
475 Its
476
477
478
479
480
481
CONSENT TO AMENDMENT
American Trust & Savings Bank,
Page 12 of 12
5/17/2010
I:\SCK\W P\DRA\Distr. -Smoothing - Debt Prepayment recd 5-17-10 0150.xlsx
A 1 BC D E I F I G
1
Projected Distributions for Illustrative Purposes with Smoothing Effect & $4.4M Debt Prepayment
2
Recd from Roger H. 5-17-1050
3
2010
2011
2012
2013
2014
Total
4
5
Distribution from Operations
51,243,741
$802,479
51,464,895
$2,563,139
52,856,346
58,935,599
6
Plus Loan Proceeds to Replace Construction Cost Expenditures
$10,000,000
50
50
50
50
$10,000,000
7
3
Plus - Source of Funding Debt Prepayment - Set Aside Loan Proceeds Due Charities (Smoothing)
50
$2,522,910
50
50
$0
52,522,910
9
Plus - Source of Funding Debt Prepayment - Set Aside Loan Proceeds Due Endowment (Smoothing)
$0
51,207,900
$0
$0
$0
$1,207,900
10
Plus - Source of Funding Debt Prepayment - DRA 5% Fund (Balance 3/31/2010)
$0
$747,625
$0
$0
50
5747,625
11
Subtotal - Source of Funds
$0
$4,478,435
$0
$0
$0
54,478,435
12
13
Subtract - Prepayment of 2 Year Amortized Note (January 2011)
$0
$4,478,435
$0
$0
$0
$4,478,435
14
15
Plus - Decrease in Debt Service Due to Prepayment
$0
52,382,709
$2,382,709
$0
50
54,765,418
16
17
18
Subtract - For Funding Charitable/Endowment/DRA 5% Fund
_.. __---
$0
$0
52,382,709
50
$2,095,726
;._t. yc..
50
$0
$0
50
$4,478,435
$286,983
19
Total Distribution
$11,248,741
$802,479
51,751,878
52,563,139
$2,856,346
519,222,582
20
21
22
City Disbursement @ (50%) (Paid in Following Year)
$5,624,370
5401,239
5875,939
$1,281,569
51,428,173
59,611,291
23
Grants Declared
$3,937,059
5401,239
$875,939
51,000,000
51,000,000
57,214,238
24
Subtract Amount for Funding Debt Prepayment
$2,522,910
50
$0
50
50
52,522,910
25
Plus Amount from Operations as Opposed to Debt Service
$0
51,342,290
$1,180,620
50
$0
52,522,910
26
Subtract Carryover Amount
50
5329,380
5642,410
$0
$0
$971,790
27
Plus Amount from Carryover
$0
$0
$0
$485,895
$485,895
$971,790
29
30
GYarrtDis'bursement(PaTdinFoliowingYear)
51,314,149
51,314,149
$1,31^44f9
$1,383,893
$1.385,295
56,714,237
31
32
Endowment Declared
$1,687,311
50
$0
5281,569
5428,173
$2,397,053
33
Subtract Amount for Funding Debt Prepayment
$1,207,900
50
$0
50
50
$1,207,900
34
Plus Amount from Operations as Opposed to Debt Service
$0
$642,652
5565,248
$0
50
51,207,900
35
Subtract Carryover Amount
50
5163,241
$85,837
$0
SO
5249,078
36
37
38
39
Plus Amount from Carryover
d Disbursement
$0
50
50
5197,842
551,238
5249,080
5100,000 5100,000 5100,000 5100,000 $100,000 $500,000
in Following Year) $379,411 5379,411 5379,411 5379,411 5379,411 51,897,055
40
41
Notes to User:
42
_..;;__5i.:--:..'. .-a. :, , --_ .-r 24 months
44
2) City distribution increases in the amount of $143,491 (50% of reduced interest) as compared to distributions without debt prepayment
45
3) Grant distribution increases in the amount of $143,491 (50% of reduced interest) as compared to distributions without debt prepayment
46
4) Endowment distribution remains unchanged whether prepayment or no prepayment of $4.4M in debt, due to meeting minimum distribution requirement to grant program
5/17/2010
I:\SCK\W P\DRA\Distr. -Smoothing - Debt Prepayment recd 5-17-10 0150.xlsx
Distribution Split Regarding Proposed Lease Agreement with the City (Ver. 4)
Distribution
Example # 1 $2,000,000
Example # 2 ** $2,857,143
Example # 3 $3,000,000
Example # 4 $3,500,000
Example # 5 $4,000,000
Notes:
1 2 3 4
City
$1,000,000
$1,428,571
$1,500,000
$1,750,000
$2,000,000
Grants
$1,000,000
$900,000
$950,000
$1,125,000
$1,300,000
Example # 2 ** Achieves a Perfect Split of 70% (Grants) and 30% (Endowment)
5/17/2010
C:\DOCUME^'1\SCK\LOCALS^'1\Temp\Distribution Projections D.xlsx
Endowment
$0
$328,571
$350,000
$425,000
$500,000
Future Fund
$0
$200,000
$200,000
$200,000
$200,000
THE Cfr! OF
DuF
Masterpiece on the Mississippi
/'('tSto l 'hamlet
River
Dubuque Racing Association
Lease Area "A"
DWtfgan
Ecitr
1�Ia
41,
DISCLAIMER: This kirormMlon we; compiled
Ino the Dubuque Area Geographic Information System
(DAGIS), whlN includes dab created by both era Ora of
Dubuque and Dubuque County. It Is understood that, while
Ow City of Dubuque and panldting agencies. utilised ba
mast current and accurate Informal. available, °AGM and
ab suppliers do not warrent the accuracy or 10 and p of tan
Information or data contained herein. The City and parade..
ooenciee shall not be held liable far any direct, Indirect, Incidental,
unrumarential, punitive, or special damngca, whether forosecabia or
foreseeable, arising out or the authorized or unauthorized use of
rata data or the Inability to use this data or out of any breach or
warranty whatsoever.
1 inch = 200 feet
200 100 0 200 400E ct
Mop Prepared by: NVK
City of Dubuque
Engineering Division
50 West lath Street
Dubuque, Iowa 52001
Phone: (563) 589-4270
Fox: (563) 5894205
Ii:\Engineering\Maps for Staff
\Steve Sampson -Brown
\Greyhound Park Lease Area
THE CITY OF
DUB
Masterpiece art rlrc Mississippi
Dubuque Racing Association
Lease Area "B"
Pcusra CIianne!
.1fississippi River
E16Te
DISCI-AMER: This Information was compiled
n S), Dubuquewhichincludesdata created b hic Information
both the System using the
Y Citya
Dubuque and Dubuque County. It Is understood that, while
the City of Dubuque and panlelpuiog agencies utilised the
to Information available, DAMS and
InrosPellrsdo nee arant the accuracy or mrrency of the
Information or date contained herein. Me City and participating
agencies shall not be hale noble for any direct, Indirect, Incidental,
nsequential, punitive, or special damages, whether foreseeable or
un
foreseeable, adsing out of the authorized or unauthorized um of
this dote or Me Inability to ma this data or out of any breach of
warranty whatsoever.
100
1 inch = 100 feet
50 0
100
200 Feet
Map Prepared by: TNK
City of Dubuque
Engineering Division
50 West 19th Street
Dubuque, Iowa 52001
Phone: (563) 5894270
Fax: (563) 589-4205
H:\Engineedng\Maps for Staff
\Steve Sampson -Brown
\Greyhound Park Lease Area