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Facility Use Agreement

Facility Use Agreement

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Published by Tim Nelson
Agreement by the Vikings and the University of Minnesota to play at TCF Bank stadium for up to 4 years.
Agreement by the Vikings and the University of Minnesota to play at TCF Bank stadium for up to 4 years.

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Published by: Tim Nelson on Feb 12, 2014
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05/15/2014

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FACILITY USE AGREEMENT
THIS FACILITY USE AGREEMENT ( Agreement )
is entered into effective as of the date of the last
signature below
( Effective Date ),
by and between Regents of the University of Minnesota
( University ),
a
Minnesota constitutional corporation, and Minnesota Vikings Football, LLC (the
Vikings ),
a Delaware limited liability company.
RECITALS
A.
The Vikings wish to use University s TCF Bank Stadium for NFL football games while a new Vikings stadium (the
New Vikings Stadium )
is being constructed at the site of the Mall of America Field at Hubert H.
Humphrey Metrodome. B.
University agrees to grant to the Vikings a license to use the TCF Bank Stadium on the terms and
conditions set forth herein.
AGREEMENT
1. Facilities.
University grants to the Vikings a license to use the TCF Bank Stadium and Facilities described in
this
Section 1
solely for the use described in
Section
2 herein.
A.TCF Bank Stadium. For purposes of this Agreement unless the context clearly indicates otherwise
TCF
Bank Stadium
includes the seating bowl, playing field, western plaza, and facilities and rooms (including the press/media facilities) identified in
Exhibits
and
j
The TCF Bank Stadium and other University facilities available for the Vikings use as described in this
Section 1
are referred to collectively herein as
Facilities .
The Vikings acknowledge and agree that various areas of the Facilities will be used by
University employees and contractors pursuant to their provision of Game Day Items (as defined in
Section 5),
including, without limitation, TCF Bank Stadium service elevators and the marshalling area, and that the Vikings will not have exclusive use of these areas. Further, the Vikings shall not have use of any facilities in the TCF Bank Stadium used by ARAMARK, University s exclusive food service vendor, including, without limitation, ARAMARK s kitchen, service, storage and pantry areas as identified in
Exhibit
A-2. The Vikings
also acknowledge and agree that the training table room (as identified in
Exhibits A-i
and
is available
only for meals or catered food events provided by ARAMARK or for food storage by ARAMARK. B.
TCF Bank Stadium Site Parking: Hospitality Tents. Reserved parking for the Vikings will be negotiated between the parties on an annual basis on or before April 1 of each year prior to the applicable NFL Season (as defined in
Section
2.A.), as described in
Section 3.A.
The Vikings may place I or more hospitality tents (provided University has approved the tent sizes) on the south side of the TCF Bank Stadium Site (as defined
in
Exhibit A
adjacent to University Avenue, as shown on
Exhibit A-3.
University will work with the
Vikings to identify appropriate tent sizes and locations. C.
Other University Facilities (Indoor). Subject to availability on a Game-by-Game (as defined in
Section
2.A.) basis, the Vikings may use Mariucci Arena Club Room and Williams Arena Club Room, which use shall include reasonable means of access thereto (collectively, the
Arena Space )
for pre-Game events.
No additional Game Fee (as defined in
Section 3.A.)
will be charged for use of the Arena Space. University shall advise the Vikings on or before August 1 of each NFL Season of the Arena Space availability for each
Game of that NFL Season with the exception of any playoff Games which availability University will advise of promptly following the scheduling of any playoff Games.
 
D. Condition of Facilities. University will deliver the Facilities in good repair on Game days and the TCF
Bank Stadium field in game-ready condition consistent with
Section 7.H.
herein. The Vikings acknowledge
that the Facilities are in place to serve the needs of University, that the TCF Bank Stadium was not
constructed for winter football game use, and that University cannot guarantee that all snow, ice, and other hazards, known or unknown, associated with winter conditions will be removed from the Facilities, Access
Ways (as defined in this paragraph), and University parking lots and ramps before Games. Subject to the
foregoing acknowledgement, University will be responsible, to the extent reasonably possible, for the timely
removal of snow and ice from the Facilities, Access Ways, and University parking lots and ramps, and the
Vikings will work cooperatively with University to take appropriate action regarding winter weather
conditions. The Vikings shall reimburse University, as a Game Day Expense (as defined in
Section 3.B.),
for
the costs of snow and ice removal from the Facilities and from University streets, walkways, plazas and the
transitway providing access to the TCF Bank Stadium and University parking lots and ramps (collectively,
Access Ways ).
University is obligated to pay for costs of snow and ice removal from University parking
lots and ramps, and such costs shall not be a Game Day Expense. Except for the Facility Improvement Items
described in
Section
4, which University will construct or acquire at the Vikings’ expense, the Vikings agree to accept the Facilities in As-Is condition, subject to University’s obligations set forth in this paragraph and
the obligation of University to maintain the Facilities consistent with University maintenance standards and to provide the Game Day Items as defined in
Section 5)
consistent with the standards described in
Section
5. In
addition to snow and ice removal, the Vikings shall reimburse University as a Game Day Expense for all
other maintenance and repair costs related to winter weather operation, protection, and/or repairs resulting solely by reason of the Vikings use of the Facilities in winter weather, provided such other costs related to
winter weather protection and operation would not have been incurred by University in the ordinary course of
maintenance and repair but for the use of the Facilities by the Vikings in winter weather. University
represents that, to the knowledge of University s Building Official, as of the Effective Date, the TCF Bank
Stadium complies with University Building Codes. The Vikings acknowledge University’s right and intent to
pursue planned improvement projects with respect to the TCF Bank Stadium, which projects shall be
scheduled to avoid any conflict with the Vikings’ use of the Facilities.
2. Use
and Scheduling.
A. Vikings Games. Subject to the provisions of this
Section
2.A., the Vikings may use the Facilities for
Vikings’ home games only (each a
Game
and collectively
Games )
for up to 4 consecutive NFL Seasons
commencing with the 2014 NFL Season
( Use Period ).
The Vikings anticipate its use of the Facilities to be limited to the 2014 and 2015 NFL Seasons and agree that its use of the Facilities during the 2016 and 2017
NFL Seasons are subject to the increased Game Fee and its timely provision of the 2016 Notice and 2017 Notice (as defined herein), together with all other Agreement conditions. If the Vikings desire to use the
Facilities during the 2016 NFL Season, notice to University must be provided on or before October 1, 2015
the
2016 Notice ).
If the Vikings desire to use the Facilities during the 2017 NFL Season, notice to
University must be provided on or before October 1, 2016 (the
2017 Notice ),
provided that the Vikings shall have no right to use of the Facilities during the 2017 NFL Season if the Vikings do not use the Facilities (luring the 2016 NFL Season. If the 2016 Notice and/or the 2017 Notice, respectively, are not timely given, the Use Period shall expire at the end of the last Game Day Period of the respective preceding NFL Season.
An
NFL Season
includes 10 home football games (2 pre-season and 8 regular season games) plus home
playoff games. Each NFL Season may be reduced by I Game if the Vikings are selected by the NFL to play one of the Games abroad. If the NFL extends the NFL Season to include additional Games, and the Vikings participate in such additional Games pursuant to the NFL extension, such additional Games will be subject to the Scheduling Restrictions set forth in
Section 2.B.
below. Notwithstanding anything to the contrary in this
Agreement, the Use Period shall not exceed a total of 50 days, and for purposes of the 50-day calculation,
each Game Day Period (as defined in
Section 2.C.
below) will equal I day, except for any Game Day Period
extended up to 24 hours for a total Game Day Period of up to 48 hours in accordance with
Section 2.C.
2
 
below, which will equal 2 days. A partially-played cancelled Game due to a Force Majeure Event
(Section 30)
or a University ordered shut-down
(Section
7.C.) shall be counted and applied toward the
50 day
calculation. B.
Scheduling Restrictions. The Facilities will be available for Sunday Games only, provided that the
Facilities may be used for one weeknight each NFL Season when University classes are not in session (said weeknight to be coordinated with and approved by University in its sole discretion) and on Saturdays when
there are no scheduled University football games. The foregoing availability is subject to the following
restrictions: The Vikings shall make best efforts to work with the NFL to minimize conflicts with University s academic calendar (including, for example and without limitation, Move-in/Welcome Week and finals week),
intercollegiate athletics events and other University events of which University provides notice to the Vikings, and to avoid scheduling Games during the Minnesota State Fair and on the same weekends as
University home football games. As of the date of this Agreement, University s known academic calendar and
scheduled and reserved events for the Use Period are set forth on the attached
Exhibit B
 which Exhibit is
subject to periodic updates by University. In no event will the Facilities be available to the Vikings earlier
than 6 hours following a University TCF Bank Stadium event. The Vikings coordination efforts with the
NFL shall also include best efforts to accommodate University s reservation of 2 Sundays in November and 2 Sundays in December for University home basketball games. If, despite use of the Vikings best efforts, any Games are scheduled on the same days as University hockey or basketball games, the Vikings acknowledge
that University hockey and basketball season ticket holders will have priority with respect to Reserved
Parking spaces, notwithstanding anything to the contrary in this Agreement, and available public parking will
be severely limited. Following the scheduling of the Vikings Games in accordance with this paragraph,
University will not schedule any TCF Bank Stadium events on Game days, and University and the Vikings
will work collaboratively to minimize conflicts between the Games and University activities and events.
Subject to those events noted on
Exhibit B
as updated from time to time, University will not schedule any
large-scale TCF Bank Stadium events 24 hours prior to a Game and will use best efforts to avoid scheduling (i) any intercollegiate athletics events or other large-scale events at Mariucci and Williams Arenas on Game
days or ii) events that result in closure of the Access Ways on Game Days. C.
Access to and Availability of Facilities. With the exception of Storage Space (as defined in
Section 2.D.)
and the Reserved Parking (as defined in
Section 3.C.),
the Facilities will be available for a 24-hour period
each Game day, commencing at midnight and ending at 11:59 p.m., subject to the 6-hour limitation set forth
above
( Game Day Period ).
The Vikings use of the Storage Space will be governed by that certain Storage Space Agreement between the parties, entered into concurrently with this Agreement. The Game Day Period
may be extended up to 24 hours for a total Game Day Period of up to 48 hours, subject to University
approval, which shall not be unreasonably withheld, delayed or conditioned, for any prime-time weeknight
Games scheduled consistent with
Section 2.B.
All access shall be coordinated with University s Department
of Intercollegiate Athletics. D.
Storage Space. A portion of the marshalling area
( Marshalling Storage Space )
and the north
end/entombed space
( North Storage Space ),
both as identified on
Exhibits A
and
A-i
and such additional
space University may designate in the Storage Space Agreement
( Designated Space ),
will be available to the Vikings as long-term storage space, the terms of which are set forth in the Storage Space Agreement. The Marshalling Storage Space, North Storage Space and Designated Space are referred to collectively herein as
the
Storage Space .
The parties acknowledge and agree that the Vikings shall bear the cost of certain
modifications to the North Storage Space, together with modifications to an adjacent area of the TCF Bank
Stadium that will be used by University as storage space in order to accommodate the Vikings use of the
Marshalling Storage Space, and it is anticipated that the cost of such modifications will equal or exceed the
fair market value of the North Storage Space and Marshalling Storage Space use. If so, there will be no
additional fee for use of the North Storage Space and the Marshalling Storage Space, provided that the
Vikings shall be responsible for storage and related transport fees for storage of portables and other Non-

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