HomeMy WebLinkAboutCity Council Packet 02-26-2002 SpecialAgenda
City of Plymouth
Special City Council Meeting
Tuesday, February 26, 2002
5:30 p.m.
Public Safety Training Room
1. Call to Order
2. Parking at LifeTime Fitness/Ice Center
3. Set Future Study Session Topics
4. Adj ourn
Agenda Number:
TO: Dwight Johnson, City Manager
FROM: Eric Blank, Director of Parks and Recreation
SUBJECT: Ice Center/LifeTime Fitness - Parking Issues
DATE: February 20, 2002, for Special Council Meeting of February 26
1. ACTION REQUESTED: Consider the request of Bahram Akradi, President of LifeTime
Fitness, that the City consider moving forward with the construction of additional parking
spaces for the Ice Center and LifeTime Fitness during the construction season of 2002.
2. BACKGROUND: Because five members of the current Council were not involved in the
original deal with LifeTime Fitness, I think it's important that I take a few minutes to
outline our current relationship with the club. Attached to this memo you will find the first
10 pages of our ground lease and development agreement between the City and LifeTime.
These first 10 pages lay out the basic framework under which the Club and the City
operate. The remaining pages of the ground lease mainly deal with the logistics of the
construction of the Club on such things as insurance, bonds, etc.
The basic deal called for the City of Plymouth to contribute $1.6 million toward the
construction of both the indoor and outdoor leisure pools. In exchange for this one time
capital investment, the City would get daily admission access to the Club without any
discrimination for all Plymouth residents. These fees are currently $8.50 for the first adult,
6 for the second adult, $5 for children 13-18, and $3 for children 12 and under.
The Club agreed there would be no cap on Plymouth residents. Thus, a Plymouth resident
at any time in the future can purchase a membership in the Club.
There are reduced swimming rates from Memorial Day to Labor Day. Children 14 and
under pay $2 and everyone else pays $5 for daily admission.
Plymouth residents age 60 and up will receive a 30% discount off any initiation fee
offered. Residents 60 and up will also receive 10% off the standard monthly dues.
Plymouth residents below the age of 60 receive a 15 % discount off all initiation fees.
Low income passes are offered to the community at one third their face value. The Club
absorbs one third of the cost, the City one third, and the passes are sold for one third the
cost.
In terms of long term operation, the City has assumed the responsibility for snow plowing
of all parking lots. The Club and the City share the cost of repair and maintenance of the
parking lot, and LifeTime Fitness is responsible for all the cost of maintaining the parking
lot lighting system. It has been generally accepted that we are 50150 partners and as
unanticipated items come up, we have shared the cost on a 50150 basis with LifeTime. In
1998, we added 100 cars of parking, and the cost for this was split. In 2001, the on -street
parking bays and lights on Plymouth Boulevard were added, and again these costs were
split 50150 between the City and LifeTime. The Club and Ice Center have now been open
for five years. The Club generates in excess of 1,000,000 visitors per year. I have been
experiencing approximately three to five citizen inquiries per year with regard to the Club
during the last three to four years.
Parking Study: Attached for Council review are copies of the parking study completed by
Dell Erickson on August 28, 2001. Also attached is a staff report dated August 22 for a
Council work session on August 28 of last year. This memo recommended to the Council
that they not take any action at that time but rather reevaluate the decision this spring.
Request from LifeTime Fitness: Mr. Akradi has requested that the City Council consider
making parking lot improvements in the summer of 2002. It is his suggestion that the City
proceed with option G, which is to extend the parking lots at City Hall over to the parking
lots at LifeTime Fitness and the Ice Center. If you scan the report, on pg. 13, you'll see
that this would require the removal of 20 large trees, i.e., those greater than eight inches.
However, a vast majority of the trees and the overall canopy and nature of the boulevard
would remain the same. Mr. Akradi has volunteered to pay for the replacement of the 20
large trees. Paul Buck tells me that we can transplant eight to ten inch diameter trees with
a 90 inch tree spade. The estimated cost per tree would be between $1,500 and $2,000.
Analysis: Although we have not received the parking complaints this year that we did last
year, staff is in concurrence that an additional 75-100 cars of parking would be beneficial
to both the Ice Center and LifeTime Fitness. Staff would be comfortable with either option
G, net of 129 cars, or option D, net of 69 cars. Option D is described on pg. 12 of the
parking study. This option would increase the parking lot on the east side of the Ice Center
adjacent to the wetland. The estimated budget for Option D would include enough money
to build a retaining wall and would not require any fill in the wetland or buffer.
One new item to consider when reviewing this issue is the Hilde Performance Center.
Having additional parking for the Hilde Performance Center and City Hall on our overflow
occasions and LifeTime Fitness would have some benefit.
Funding: The estimated cost of Option G is $390,000. The estimated cost for Option D is
354,000 with retaining wall. Option D without the retaining wall is $289,000. This would
have some impact on the wetland buffer. The City's adopted capital improvement plan
allocates $175,000 from the capital improvement fund for parking improvements.
LifeTime Fitness will participate as a 50150 partner in any projects undertaken. The City
would levy assessments against the Club for their share of costs.
Future Action: If the Council wishes to pursue option G, option D, or any other option,
staff would present this item at a future Council meeting for official action.
EB/np
GROUND LEASE
and
DQV
between
CITY OF PLYMOUTHq MIl,4NMOTA
and
FCA, LTD, d/b/a LIFE TPAE .
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TABLE OF CONTENTS
Page
Recitals ....................................... 1
Definitions ..................................... 2
Article One - Lease of Property ........................ 4
Article Two - City Residential Use Covenants
and Minimum Operational Standards ..................... 4
Article Three - Use of Property - Site Development
and Construction of Club/Pool Complex ................... 10
Article Four - Construction Disbursement .................. 12
Article Five - Permitted Leasehold Mortgage .... ....... 16
Article Six - Parking Lot ............................ 17
Article Seven - Covered Walkway and
Common Wall Agreement ............................ 17
Article Eight - Name of Complex and Signage ............... 18
Article Nine - City's Rights Concerning Sale ................ 19
Article Ten - Life Time Option to Purchase ................. 20
Article Eleven - Payment of Taxes and
Other Impositions ................................. 21
Article Twelve - Surrender ........................... 22
Article Thirteen - Insurance ........................... 24
Article Fourteen - Use of Insurance Proceeds ................ 27
33862.18 i
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Article Fifteen - City's Right to Perform
Life Time's Covenants ............................. 28
Article Sixteen - Repairs and Maintenance of
the Club/Pool Property .............................. 31
Article Seventeen - Compliance with Laws,
Ordinances and Regulations .. ........................ 32
Article Eighteen - Changes and Alterations ................. 33
Article Nineteen - Discharge of Liens ..................... 35
Article Twenty - Use of Club/Pool Property ................. 37
Article Twenty -One - Entry on Club/Pool Property by the City ..... 37
Article Twenty -Two - Indemnification of the City ............. 38
Article Twenty -Three - Condemnation .............. 40
Article Twenty -Four - Default Provisions .................. 42
Article Twenty -Five - Arbitration ....................... 46
Article Twenty -Six - Notices .......................... 46
Article Twenty -Seven - Miscellaneous .................... 47
Article Twenty -Eight - Contingencies ..................... 49
33862.18
11NSLIN04003M
AGREEMENT dated this 20th day of March, 1996 by and between the CITY OF
PLYMOUTH, a Minnesota municipal corporation, as Lessor and hereinafter referred to as
the "City," and FCA, LTD., a Minnesota corporation, doing business as LIFE TIME
FITNESS, having its principal office and place of business at Suite 275, 6442 City West
Parkway, Eden Prairie, MN 55344, as Lessee and hereinafter referred to as "Life Time".
RECITALS
The City owns property near 36th Avenue and Plymouth Boulevard which it is
developing in conjunction with Life Time into a recreational center ("Recreation Center
The Recreation Center Property shall be subdivided into four parcels: (1) the Ice
Arena parcel which the City is developing into an indoor ice arena ("Ice Arena Complex');
2) a parcel which Life Time is developing into a combined Fitness Center and swimming
and diving complex ("Club/Pool Complex"); (3) the City -owned parking lot parcel ('Parking
Lot"); and (4) a City -owned parcel ("City Owned Undeveloped Parcel").
The City is leasing to Life Time the property upon which the Club/Pool Complex
shall be developed pursuant to this Agreement.
The City is contributing $1.6 million toward the cost of tenant improvements for the
Club/Pool Complex and site work in exchange for the covenants and agreement set forth
herein to provide recreational opportunities for the residents of Plymouth, as an inducement
to locate, construct, and operate its health club business in the City of Plymouth Center, and
in order to induce Life Time to construct an operating facility larger than its normal health
club, including two leisure pools and a competition pool.
33862.18
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This agreement ("Agreement") sets forth the rights and obligations of the parties,
their successors and assigns, relating to the lease of the Club/Pool Property (as defined
below) to Life Time by the City, the construction and operation of the Club/Pool Complex.
NOW, THEREFORE, the parties agree as follows:
1. "Agreement" shall mean this Ground Lease and Development Agreement.
2. . "Contribution" shall mean the cash contribution of the City in the amount of
1.6 million, and the cash contribution of Life Time of at least $500,000.00 disbursed
pursuant to Article Five of this Agreement.
3. "City" shall mean the City of Plymouth, a municipal corporation under the
laws of Mmesota.
4. "City Residential Use Covenants and Minimum Operation Standards" shall
mean the covenants and standards as described in Article Two of this Agreement.
5. "City Owned Undeveloped Parcel" shall mean the real property described on
Exhibit "A".
6. "Club/Pool Complex" shall mean all improvements located upon the real
Property described on Exhibit "A" attached hereto.
7. "Club/Pool Property" shall mean the real property described on Exhibit "A"
attached hereto.
8. "Daily Rates" shall mean the fees charged by Life Time to Plymouth residents
for use of the Club/Pool Complex as described in Article 2.02 of this Agreement.
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33862.18
NW-'44J03M -2-
Sunday 8:00 AM - 4:00 PM
Monday 12 Noon - 2:30 PM
Tuesday 12 Noon - 2:30 PM
and 6:00 PM - 9:00 PM
Wednesday 12 Noon - 2:30 PM
Thursday 12 Noon - 2:30 PM
Friday 5:00 PM - 9:00 PM
Saturday 1:00 PM - 9:00 PM
Outdoor Pool (in season)
Monday, Wednesday,
and Thursday 10:00 AM - 5:00 PM
Tuesday 10:00 AM - 9:00 PM
Friday 10:00 AM - 9:00 PM
Saturday 1:00 PM - 9:00 PM
Sunday 8:00 AM - 4:00 PM
Family hours may be adjusted by agreement between the City and Life Time. Family hours,
may be preempted by Independent School District No. 284 use of the pool pursuant to
Article 3 of its Sublease with Life Time.
10. "Ice Arena Complex" shall mean the real property and its improvements
described on Exhibit "A" attached hereto.
11. "Impositions" shall mean the obligations and charges described in Article
Twelve of this Agreement.
12. "Leasehold Mortgage" shall mean the mortgage described in Article Five of
this Agreement.
13. "Life Time" shall mean FCA Ltd., a Minnesota corporation, doing business as
Life Time Fitness.
14. "Parldng Lot" shall mean the real property and improvements described on
Exhibit "A" attached hereto.
15. "Recreation Center Property" shall mean the combination of the Parking Lot,
Club/Pool Property, Ice Arena Complex and the City Owned Undeveloped Parcel.
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ARTICLE ONE
Lease of Property
1.01 Lease. The City hereby leases to Life Time the Club/Pool property located at
36th Avenue and Plymouth Boulevard in the City of Plymouth, Hennepin County, Minnesota
hereinafter "Club/Pool Property"). Life Time shall own the improvements on the Club/Pool
Property subject to the provisions of this Agreement.
1.02 Term. The lease shall be for a term of forty (40) years commencing on April
1, 1996, and expiring on March 31, 2036.
1.03 Consideration. As consideration for the tenant improvement allowance of the
City for the Club/Pool Complex building, site improvements by the City and this Agreement,
the Club/Pool Complex shall be subject to, and Life Time, its successors and assigns, shall
be bound by, during the term of this Agreement, the "City Residential Use Covenants and
Minimum Operational Standards" set forth in Article Two herein and the other terms and
conditions of this Agreement.
ARTICLE TWO
City Residential Use Covenants
and Minimum Operational Standards
2.01 The "Residential Use Covenants and Minimum Operational Standards" set
forth below are an integral part of the consideration of the City leasing the Club/Pool
Property to Life Time and the City making the City's Contribution toward the cost and
construction of the Club/Pool Complex. Without the Residential Use Covenants and
Minimum Operational Standards, the City would not lease the Club/Pool Property to Life
Time and agree to the other obligations herein.
33862.18
INC -004 M -4-
2.02 The Club/Pool Complex shall be available to all Plymouth residents, at the
corresponding rates per person for a period of one year commencing on the date the
Club/Pool Complex opens:
Rate
To qualify for the Plymouth resident rates adults must present a driver's license or other
acceptable identification. A resident of the City of Plymouth is not required to be a member
of Life Time Fitness to use the Club/Pool Complex under the Daily Rate structure.
2.03 For the period of one (1) year following the opening for business of the
Club/Pool Complex, children aged 12 and under of members of Life Tune Fitness shall not
be charged a separate initiation fee and, when accompanied by their parent or legal guardian,
shall have admission to the Club/Pool Complex without separate charge or payment of dues
during Family Hours and subject to age limitations on the use of the Club/Pool Complex
applicable to children and families generally during Family Hour. Children of non-members
shall be required to pay the applicable Daily Pass Rate..
33862.18
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mon
The adjustment formula is: the applicable Daily Rate shall be multiplied by a
fraction, the numerator of which is the Consumer Price Index for December of the preceding
year and the denominator of which is the CPI for December of 1995. This formula is
expressed by the following numerical example which is designed to demonstrate the January
1, 1998 estimated adjustment:
Applicable (CPI Dec. 120
Daily Rate x (CPI Dec. 1995) = New 1998 Daily Rate
This annual adjustment shall be determined by using as the CPI the "Consumer Price Index
for all Urban Consumers (CPI -U) U.S. City Average, All Items," published by the Bureau of
Labor Statistics.
If the name of the aforesaid "Consumer Price Index" as described above shall be
changed, or a similar index substituted for the aforesaid index by the United States
o
Government, the substituted index shall be used by the City and Life Time in determining the
adjustment. Should the publication of the "Consumer Price Index" be discontinued by the
Bureau of Labor Statistics, U.S. Department of Labor, then the parties by agreement shall
substitute a comparable index.
Daily rates may not, however, be adjusted a higher percentage than the percentage
adjustment Life Time makes to the daily rate, for non Plymouth residents, for a single person
which is currently $10.00 per day.
If Life Time enters into an agreement with another City in Minnesota in which Daily
Rates, pass rates, or initiation fees are established, the rates in this Agreement may, at the
33862.18
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City's discretion, be adjusted so that each rate under this Agreement is no higher than such
other rates.
2.05 Any person who is a resident of the City at the time they choose to become a
member of Life Time shall be given a fifteen percent (15%) discount off of the lowest
In. addition, the initial initiation fees and- sale of memberships to Plymouth residents
shall be at the prices set forth below which shall be available for at least the first sixty (60)
days of pre -sale.
Initiation Fee Monthly Membership Fee
Rate guaranteed for 12 months)
Single Person 125
Two People 210
Three People 295
Four People 380
85.00 for each additional Person)
29 per month
49 per month
69 per month
69 per month
2.06 The use of the Club/Pool Complex by Plymouth residents shall be subject to
the same rules, regulations, conditions and limitations of usage as all regular Life Time
2.07 Except as otherwise expressly provided in this Agreement, Life Tim x
33862.19
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ft
2.08 The Club/Pool Complex shall be open and operating at a minimum daily from
5:00 a.m. to 11:00 p.m., except for partial daily hours on five holidays. Certain non -athletic
services provided in the Club/Pool Complex (e.g. daycare services, massage services) may
be limited as reasonably determined by Life Time.
2.09 Life Time shall provide lifeguards for the leisure pools and the outdoor pool as
part of Life Time's operation of the Club/Pool Complex. Lifeguards shall be on duty during
all Family Hours.
2.10 The Ice Arena shall be available without additional fees to Life Time members
during public skating hours.
maim -<6 i": ki€may @ E?€( E' C E €# x"s rr /.` City
and Life Time shall meet at least quarterly to discuss all matten relating to this Agreement
and the operation of the Club/Pool Complex. Life Time shall provide quality customer
service equal to or exceeding the level of service provided by Life Time to its customers in
2.12 All pools shall be maintained and repaired by Life Time and must maintain
and pass public health standards at all times.
2.13 The temperature of the pool water in the leisure and outdoor pools must be
approved by the City and shall be 85 degrees (plus or minus one degree).
33862.18
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2.14 The Club/Pool Complex must meet all OSHA standards.
2.15 The Club/Pool Complex must meet all fire codes and may be inspected by the
City for compliance.
2.16 The Club/Pool Complex must meet all Americans With Disabilities Act
requirements for public buildings. Life Time shall make reasonable efforts as determined by
the City to work with persons with disabilities.
2.17 Subject to time availability, the City may rent the pools for swimming lessons
at. times selected by the City at market rates offered by facilities in the Twin City
Metropolitan Area.
2.18
2.19 Within sixty (60) days of the opening of the Club/Pool Complex, Life Time-
shall provide a program satisfactory to the City allowing low income residents of the City
access to the Club/Pool Complex. The City may purchase from Life Time up to 1,000 daily
passes per calendar year, no more than 300 of which may be used for adults. The purchase
price shall. be two-thirds of the otherwise applicable Daily Rate for Plymouth residents.
Passes may only be used for low income individuals as determined by the City.
2.20 Life Time shall cooperate with the City Park and Recreation Department on
two jointly sponsored community events per year. Life Time shall cooperate with the City's
Park and Recreation Department and the School District on joint programming.
2.21
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33862.18
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2.22 No membership cap shall apply to Plymouth residents.
ARTICLE THREE
Use of Property - Site Development
and Leasehold Improvements of Club/Pool Complex
3.01 Life Time shall design, construct, own, market and operate the Club/Pool
Complex on the Club/Pool Property in accordance with the provisions of this Agreement.
The parking area constructed upon the Parking Lot shall service the Recreation Center
Property without cost to any user of the Club/Pool Complex under this Agreement.
Construction of the Club/Pool Complex shall commence no later than September 1, 1996 and
shall be completed no later than September 1, 1997.
3.02 The Club/Pool Complex, which includes the fitness center, 25 yard
competition 8 -lane pool, diving pool, indoor leisure pool with waterslide and other play
features, whirlpool and outdoor leisure pool with waterslide, shall be constructed and
equipped by Life Time, at its cost, in accordance with the plans and specifications identified
in Section 3.07 of this Agreement.
3.03 The City shall be responsible for the following on the Recreation Center
Property:
Site Utilities & Storm Sewer
Engineering Inspection
Off-site Wetland Mitigation
Soil Testing, Platting
Site Grading
Bituminous for Parking Lot
Parking Lot Striping and Signs
Rock Under Bituminous
Curb and Gutter for Parking Lot and Access Driveways
Parking Lot Lighting
Sidewalks
Modular Block Retaining Walls
Landscape and Irrigation
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Agenda Number:
TO: Mayor and City Council
FROM: Dwight D. Johnson, City Manager
SUBJECT: LifeTime Fitness refinancing
DATE: February 26, 2002
1. ACTION REQUESTED: Approve a motion to authorize the Mayor and City Manager to
consent to the refinancing of LifeTime Fitness as presented in the letter from LifeTime
Fitness dated February 22"d and the attached Amendment No. 2 to Combination Mortgage,
Security Agreement and Fixture Financing Statement.
2. BACKGROUND: As a part of the agreement between LifeTime Fitness and the City
originally executed on March 20, 1996, a provision was agreed upon which limits LifeTime
Fitness to no more than $4,000,000 in financing for the Plymouth Club. The reason for this
was the City (and the Wayzata School District) put public funds into the facility in return for
usage of the facilities by the general public. The City wanted to be sure that its own equity in
the project was not mortgaged, putting the public funding portion of the project at risk.
LifeTime did execute $4,000,000 of financing as allowed by the original agreement. The
financing was for five years and is now expiring. The Club intends to refinance back up to
the $4,000,000 limit for an additional five years. An amount of $627,587 in principal had
been paid off during the last five years.
3. DISCUSSION: This request was received last Friday, and the City Attorney was not able to
review it until Monday. Therefore, it was not placed on your pre-printed agenda. However,
the request indicates that the current financing expires on February 28, 2002 and request City
consent before that date. The City Attorney has now reviewed the request and has no issues
or concerns with it. Further, he has determined that Council action is needed rather than only
administrative approval.
4. BUDGET IMPACT: There will be no budget impact on the City, and the City's original
capital contribution will still be protected in accordance with the original agreement.
5. RECOMMENDATION: Staff recommends approval of a motion to authorize the Mayor
and City Manager to sign the consent agreement for the refinancing for LifeTime Fitness.
February 22, 2002
VIA SPECIAL DELIVERY
Mr. Dwight Johnson, City Manager
City of Plymouth
3400 Plymouth Boulevard
Plymouth, MN 55447
RE: Refinancing of LIFE TIME FITNESS—Plymouth ("LTF-Plymouth") with
US Bank
Dear Mr. Johnson:
LIFE TIME FITNESS, Inc. ("Life Time") and the City of Plymouth (the "City")
are parties to the Ground Lease and Development Agreement dated as of March 20, 1996
the "Agreement'). To fund the constriction of LTF-Plymouth, and pursuant to the
terns of the Agreement, Life Time obtained financing from US Bank (the "US Bank
Financing") and secured this financing by means of granting a mortgage on LTF-
Plymouth to US Bank. In connection with the US Bank Financing, the City executed a
Joinder agreement dated as of June 21, 1996 (the "Joinder"), for the benefit of US Bank.
The US Bank Financing is scheduled to expire on February 28, 2002. US Bank
has agreed to extend the US Bank Financing for an additional five (5) years on terms
consistent with those originally offered to Life Time. In connection with this extension,
US Bank has agreed to advance $627,587 to Life Time and to secure this indebtedness by
amending the LTF-Plymouth mortgage. The amount of this advance is identical to the
amortized principal on the original indebtedness under the US Bank Financing. The total
amount of indebtedness owed to US Bank under the revised and extended US Bank
Financing and secured by LTF-Plymouth will again amount to $4,000,000. This amount
is equal to the original indebtedness owed to US Bank under the US Bank Financing.
Pursuant to Section 5.02 of the Agreement, Life Time has the authority to refinance the
US Bank Financing and to increase the amount of the US Bank Financing provided that
the remaining principal balance is not increased in excess of $4 million" and "the new
debt is not amortized for a period of time extending beyond thirty (30) years." As stated
above, the remaining principal balance under the US Bank Financing will amount to
4,000,000. Additionally, the amortization period will not be extended beyond thirty
30) years.
In connection with the extension and increase of the US Bank Financing, US
Bank has requested that the City execute a Consent and Agreement to Amendment No. 2
6442 City West Parkway
Suite 300
Eden Prairie, MN 55344
tel: 952.947.0000
fax: 952.947.0077 ® ®am
www52.
947.0077
ss.mm
to Combination Mortgage, Security Agreement and Fixture Financing Statement
Amendment No. 2"). Enclosed are four (4) copies of Amendment No. 2, at the back of
which are the Consent and Agreements to be executed on behalf of the City. Please see
that each of the four (4) copies is fully executed on behalf of the City in the presence of a
Notary Public. Upon complete execution, please return the executed Consent and
Agreements to the undersigned. In order to satisfy the terms of the US Bank Financing,
Life Time must deliver the executed Consent and Agreement to US Bank by February 28,
2002.
If you have any questions or comments, I can be reached at (952) 229-7104.
Your help in this matter is greatly appreciated.
Senior Vice President
and General Counsel
LIFE TIME FITNESS, Inc.
Enclosures
Cc: Jerry Kearney, via fax (w/ encl.)
Roger Knutsen, via fax (w/ encl.)
Karen Weathers, via fax (w/ enc.)
Larry Wertheim, via fax (w/ encl.)
my
AMENDMENT NO. 2 TO COMBINATION MORTGAGE,
SECURITY AGREEMENT AND FIXTURE FINANCING STATEMENT
THIS AMENDMENT NO. 2 TO COMBINATION MORTGAGE, SECURITY
AGREEMENT AND FIXTURE FINANCING STATEMENT, dated as of February 28, 2002
the "Amendment'), by and between LIFE TIME FITNESS, INC., a Minnesota corporation
Mortgagor"), and U. S. Bank National Association, a national banking association (the
Mortgagee").
WITNESSETH:
WHEREAS, the Mortgagor has executed and delivered to Mortgagee that certain
Combination Mortgage, Security Agreement and Fixture Financing Statement dated as of June
21, 1996 (the "Initially Filed Mortgage") and filed of record in the Office of the Comity
Recorder for Hennepin County, Minnesota on July 30, 1996 as Document No. 6613574 and in
the Office of the Registrar of Titles for Hennepin County, Minnesota on July 25, 1996 as
Document No. 2727565; and
WHEREAS, a "Corrective" Combination Mortgage, Security Agreement and Fixture
Financing Statement dated as of June 21, 1996 (the "Corrective Mortgage'; and together with the
Initially Filed Mortgage being collectively the "Mortgage") was filed of record in the Office of
the County Recorder for Hennepin County, Minnesota on March 28, 1997, as Document No.
C:\DOCUME-1 \ebuss\LOCALS—I \Temp\173199.doe
6715292 and in the Office of the Registrar of Titles for Hennepin County, Minnesota on April 7,
1997 as Document No. 2799876 in order to correct the Initially Filed Mortgage by adding the
Joinder attached to the Corrective Mortgage; and
WHEREAS, at the time of the recording of the Mortgage, the parties paid mortgage
registry tax of $9,200.00 (Receipt No. 3269) on the $4,000,000 maximum outstanding principal
balance of the indebtedness secured by the Mortgage; and
WHEREAS, the Mortgage has been amended by that certain Amendment No. 1 to
Combination Mortgage, Security Agreement and Fixture Financing Statement dated as of June
April 5, 1999 (the "First Amendment) (the Mortgage as so amended being the "Original
Mortgage") and filed of record in the Office of the County Recorder of Hennepin County,
Minnesota on April 7, 1999 as Document No. 7091765 and in the Office of the Registrar of
Titles of Hennepin County, Minnesota on April 5, 1999 as Document No. 3142562; and
WHEREAS, the Mortgagor and the Mortgagee are entering into that certain Amendment
No. 8 to Construction and Term Loan Agreement dated as of even date herewith (the "Eighth
Amendment') pursuant to which, among other things, the Mortgagee will agree to an
Additional Advance" of $627,578.12 to Mortgagor and to extend the Maturity Date to February
28, 2007; and
WHEREAS, as a condition precedent to the "Effective Date" of the Eighth Amendment,
Mortgagee has required that Mortgagor execute and deliver this Amendment.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged by the parties hereto, it
is agreed as follows:
1. Defined Terms. All capitalized terms used in this Amendment shall, except
where the context otherwise requires, have the meanings set forth in the Original Mortgage, as
amended hereby.
2. Amendments. The Original Mortgage is hereby further amended a follows:
a) Each reference in the Original Mortgage to the "Note," "therein,"
thereof," "thereby" or words of similar effect referring to the Note shall mean and be a
reference to the Replacement Promissory Note dated February 28, 2002 made by the
Mortgagor payable to the order of the Mortgagee in the original principal amount of
CADOCUME-1 \ebusALOCALS-1 \Temp\1 73199.d oc 2
4,000,000.00 together with any amendment, modification, extension, renewal or
replacement thereof.
b) The Original Mortgage is further generally amended so that each reference
to the Mortgagor's address shall be deemed a reference to:
LIFE TIME FITNESS, Inc.
6442 City Parkway West
Eden Prairie, MN 55344.
c) The Original Mortgage is further generally amended so that each reference
to the Mortgagee's address shall be deemed a reference to:
U.S. Bank National Association
225 South Sixth Street
Minneapolis, MN 55402.
d) The fourth WHEREAS clause of the Original Mortgage is amended by
extending the "February 28, 2002" maturity date to "February 28, 2007."
Reference to and Effect on the Loan Documents.
a) From and after the effective date of this Amendment, each reference in the
Original Mortgage to "this Mortgage," "herein," "hereof," "hereby" or words of like
import referring to the Original Mortgage and each reference in any other Loan
Document to the "Mortgage," "therein," "thereof," "thereby" or words of like import
referring to the Original Mortgage shall mean and be a reference to the Original
Mortgage as amended by this Amendment.
b) Except as specifically set forth above, the Original Mortgage remains in
full force and effect and is hereby ratified and confirmed.
c) The execution, delivery and effectiveness of this Amendment shall not,
except as expressly provided herein, operate as a waiver of any right, power or remedy of
the Mortgagee under the Original Mortgage or any other Loan Document.
4. Costs and Expenses. Mortgagor agrees to pay on demand all costs and expenses
of Mortgagee in connection with the preparation, reproduction, execution, delivery and
C9DOCUME—I\ebuss\LOCALS-1 \Temp\ I 73199.doc
recordation of this Amendment and the other documents to be delivered hereunder or thereunder,
including its reasonable attorneys' fees and legal expenses.
5. Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of Minnesota.
6. Headings. Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment for any other
purpose.
7. Counterparts. This document may be executed in counterparts and by separate
parties in separate counterparts, each of which shall be an original and all of which taken
together shall be one and the same document.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
Q\DOCUME-1\ebuss\LOCALS--1\Temp\173199.doe 4
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by the respective officers thereunto duly authorized as of the date first above written.
LIFE TIME FITNESS, INC., a Minnesota
corporation
i
Its:
U. S. BANK NATIONAL ASSOCIATION
By:
Its:
STATE OF MINNESOTA )
ss.
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this 28`' day of February, 2002,
by , the of
LIFE TIME FITNESS, Inc., a Minnesota corporation, on behalf of the corporation.
Notary Public
STATE OF MINNESOTA )
ss.
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this 28`b day of February, 2002,
by , the of U.
S. Bank National Association, a national banking association, on behalf of the association.
Notary Public
C ADOCUM E—I \ebuss\LOCALS-1 \Temp\l73199.doc
THIS INSTRUMENT DRAFTED BY:
Fabyanske,Westra & Hart, P.A. (JJK)
1100 Kinnard Financial Center
920 Second Avenue South
Minneapolis, Minnesota 55402
CADOCl1ME-1 \ebuss\LOCALS-1 \Temp\l73199.doe
CONSENT AND AGREEMENT
The undersigned, having joined in the foregoing Mortgage, pursuant to a Joinder dated
June 21, 1996 (the "Joinder") and filed for record with the Corrective Mortgage, hereby:
a) consents to the Mortgagor's and the Mortgagee's execution, delivery and
performance of the Original Mortgage as amended by the Amendment to which this
Consent and Agreement is attached; and
b) agrees that each reference in the Joinder to the "Mortgage," "therein,"
thereof," "thereby" or words of similar effect referring to the Original Mortgage shall
mean and be a reference to the Original Mortgage as amended by the Amendment.
CITY OF PLYMOUTH, MINNESOTA
By:
Its: Mayor
By:
Its. City Manager
STATE OF MINNESOTA )
ss.
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this day of February, 2002,
by and , the Mayor
and City Manager, respectively of the City of Plymouth, Minnesota, Minnesota municipal
corporation, on behalf of the corporation and pursuant to the authority granted by its City
Council.
Notary Public
CADOCUM E-1 \ebuss\L0CALS-1\Temp\173199.doc
Agenda Number:
TO: Dwight D. Johnson, City Manager /
FROM: Laurie Ahrens, Assistant City Manager /
SUBJECT: Set Future Study Sessions
DATE: February 21, 2002, for Special Council meeting of February 26, 2002
1. ACTION REQUESTED: Review the pending study session topics list and, if desired,
establish future special meetings or amend the topics list.
2. BACKGROUND: Attached is the list of pending study session topics, as well as
calendars to assist in scheduling.
Pending Study Session Topics
at least 3 Council members have approved the following study items on the list)
Joint meeting with school districts to discuss safety issues, traffic, future
school sites, alcohol and tobacco prevention, trends in population
Traffic Calming Program (Slavik, Tierney, Johnson)
OFFICIAL CITY MEETINGS
March 2002
Sunday Monday Tuesday I Wednesday Thursday Friday Saturday
Feb 2002 Apr 2002 1 2
S M T W T F S S M T W T F S
1 2 1 2 3 4 5 6
3 4 5 6 7 8 9 7 8 9 10 11 12 13
10 11 12 13 14 15 16 14 15 16 17 18 19 20
17 18 19 20 21 22 23 21 22 23 24 25 26 27
24 25 26 27 28 28 29 30
3 4 5 6 7 8 9
7:00 PM
PLANNING
COMMISSION,
Council Chambers
7:00 PM HUMAN
RIGHTS
COMMISSION -
Medicine Lake
Room
10 11 12 13 14 15 16
7:00 PM YOUTH
ADVISORY
7:00 PM
REGULAR
7:00 PM EQC,
Bass Lake Room
7:00 PM PRAC,
Council Chambers
COUNCIL,Council COUNCIL
Chambers MEETING, Council
Chambers
17 18 19 20 21 22 23
6:30 PM
HOUSING
SUMMIT,
Plymouth Creek
Center
7:00 PM
PLANNING
COMMISSION,
Council Chambers
7:00 PM HRA -
Medicine Lake Room
7:00 PM PUBLIC
SAFEIADVISORY
BOARD, Police Dept.
Library
24 25 26 27 28 29 30
7:00 PM YOUTH
ADVISORY
7:30 AM LOCAL BUSINESS
COUNCIL, Radisson Hotel
7:00 PM PACT -
Bass Lake Room
Good Friday
COUNCIL,Council
Chambers OU PM SPECIALCOUNCILMEETING: COREDISTRICTING;
SNOWPLOWING, Public
Safety Training Room
Passover begins
at Sunset
7:00 PM REGULAR
COUNCIL MEETING,
Council Chambers
31
Easter
modified on 2/21/2002
OFFICIAL CITY MEETINGS
April 2002
Sunday Monday Tuesday Wednesday Thursday Friday Saturday
1 2 3 4 5 6
7:00 PM WARD 7:00 PM 7:00 PM HUMAN 9:00 AM YARD
2 MEETING,
Plymouth Creek
Center
PLANNING
COMMISSION,
Council Chambers
RIGHTS
COMMISSION -
Medicine Lake
Room
GARDEN
EXPO, Plymouth
Creek Center
7 8 9 10 11 12 13
DAYLIGHT 7:00 PM YOUTH 7:00 PM 7:00 PM EOC, 7:00 PM PRAC, 5:00 PM THRU
SAVINGS ADVISORY REGULAR Bass Lake Room Council Chambers APRIL 16 -
COMMENCES - COUNCIL,Council COUNCIL PLYMOUTH FINE
set clocks ahead 1 Chambers MEETING, Council ARTS COUNCIL
hour Chambers PRIMAVERA
SHOW, Plymouth
Creek Center
14 15 16 17 18 19 20
6:00 PM SPECIAL
COUNCIL MEETING:
DINNER WITH
HENNEPIN COUNTY
COMMISSIONERS,
Plymouth Creek Center
7:00 PM
PLANNING
COMMISSION,
Council Chambers
7:00 PM HRA -
Medicine Lake
Room
7:00 PM PUBLIC
8:00 PM BOARD OF
APPEAL &
EQUALIZATION,
Council Chambers
SAFETY
ADVISORY
BOARD, Police
Dept. Library
21 22 23 24 25 26 27
7:00 PM YOUTH
ADVISORY
COUNCIL,Council
Chambers
7:30 AM LOCAL
BUSINESS
COUNCIL, Radisson
Hotet
8:30 AM HUMAN
RIGHTS
COMMISSION
STUDENT
WORKSHOP,
7:00 PM REGULAR
Plymouth Creek
Center
COUNCIL MEETING,
Council Chambers
7:00 PM PACT - Bass
Lake Room
20 29 30
May 2002Mar2002
11:00 AM CITY EMPLOYEE
RECOGNITION LUNCH,
Pyn h Creek Cellar
7:10 PM BOARD OF APPEAL a
S M T W T F S S M T W T F S
1 2 3 412
EQUALIZATIONRECONVENED), G -"" 3 4 5 6 7 8 9 5 6 7 8 9 10 11
Ch -1—
10 11 12 13 14 15 16 12 13 14 15 16 17 18
MEETINGSPECIAL
IMMEDIATELY FOLLOWING): IMMEDIATELY 17 18 19 20 21 22 23UGGGGGJ 19 20 21 22 23 24 25
DEPLETION OF CITYa
AQUIFERS a FUTURE WATER
TREATMENT, TASTE OF
WATER
24 25 26 27 28 29 30
31
26 27 28 29 30 31
modified on 2/21/2002
OFFICIAL CITY MEETINGS
May 2002
Sunday Monday Tuesday Wednesday Thursday Friday Saturday
1 2 3 4
Apr 2002
S M T W T F S
Jun 2002
S M T W T F S
7:00 PM
PLANNING
7:00 HUMAN
RIGHTSHTS
1 2 3 4 5 6
7 8 9 10 11 12 13
14 15 16 17 18 19 20
1
2 3 4 5 6 7 8
9 10 11 12 13 14 15
COMMISSION,
Council Chambers
COMMISSION -
Medicine Lake
Room
21 22 23 24 25 26 27 16 17 18 19 20 21 22
28 29 30 23 24 25 26 27 28 29
30
5 6 7 8 9 10 11
7:00 PM YOUTH
ADVISORY
COUNCIL,Council
Chambers
7:00 PM EQC,
Bass Lake Room
7:00 PM PRAC,
Council Chambers
10:30 AM - 4:00
PM
PLYMOUTH
HISTORY
FEST, Parkers
Lake Park
12 13 14 15 16 17 18
5:00 PM YOUTH
ADVISORY
COUNCIL TOWN
FORUM, Plymouth
Creek Center
7:00 PM
REGULAR
COUNCIL
MEETING, Council
Chambers
7:00 PM
PLANNING
COMMISSION,
Council Chambers
7:00 PM HRA -
Medicine Lake
Room
7:00 PM PUBLIC
SAFETY
ADVISORY
BOARD, Police
Dept. Library
19 20 21 22 23 24 25
7:00 PM YOUTH
ADVISORY
COUNCIL,Council
Chambers
7:00 PM SPECIAL
COUNCIL MEETING:
LAWFUL
GAMBLING;
VARIOUS TOPICS
WITH NW
PLYMOUTH
RESIDENTS, Council
Chambers
7:00 PM PACT -
Bass Lake Room
26 27 28 29 30 31
MEMORIAL DAY
Observed) - City
Offices Closed
7:30 AM LOCAL
BUSINESS
COUNCIL, Radisson
Hotel
7:00 PM REGULAR
COUNCIL MEETING,
Council Chambers
modified on 2/21/2002
OFFICIAL CITY MEETINGS
June 2002
Sunday Monday Tuesday Wednesday Thursday Friday Saturday
May 2002 Ju12002
1
l
S M T W T F S S M T W T F S 9:00 AM -3:30
1 2 3 4
5 6 7 8 9 10 11
12 13 14 15 16 17 18
19 20 21 22 23 24 25
26 27 28 29 30 31
1 2 3 4 5 6
7 8 9 10 11 12 13
14 15 16 17 18 19 20
21 22 23 24 25 26 27
28 29 30 31
PM, PLYMOUTH
CLEAN-UP DAY,
Public Works
Maintenence
Facility
2 3 4 5 6 7 8
7:00 PM YOUTH 7:00 PM 7:00 PM HUMAN
ADVISORY PLANNING RIGHTS
COUNCIL,Council COMMISSION, COMMISSION -
Chambers Council Chambers Medicine Lake
Room
9 10 11 12 13 14 I5
7:00 PM
REGULAR
7:00 PM EQC,
Bass Lake Room
7:00 PM PRAC,
Council Chambers
Flag Day
COUNCIL
MEETING, Council
Chambers
16 17 18 19 20 21 22
7:00 PM YOUTH
ADVISORY
7:00 PM
PLANNING
7:00 PM HRA -
Medicine Lake Room
COUNCIL,Council
Chambers
COMMISSION,
Council Chambers
7:00 PM PUBLIC
SAFETYADVISORY
BOARD, Police Dept.
Library
23 24 25 26 27 28 29
7:30 AM LOCAL
BUSINESS COUNCIL,
Radisson Hotel
7:00 PM REGULAR
COUNCIL MEETING,
Council Chambers
7:00 PM PACT-
Bass Lake Room
9:15 AM MUSIC IN
PLYMOUTH 5k
RUN
30
modified on 2/21/2002