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Minneapoils parking lot dispute

Minneapoils parking lot dispute

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Published by Tim Nelson
Complaint from owners of a parking ramp stadium builders may acquire in downtown Minneapolis
Complaint from owners of a parking ramp stadium builders may acquire in downtown Minneapolis

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Published by: Tim Nelson on Aug 21, 2013
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STATE OFMINNESOTA COUNTY OF HENNEPIN

DISTRICT COURT FOURTH JUDICIAL DISTRJCT CASE TYPE: OTHERCIVIL
Case No.:

Minneapolis Venture LLC,

Judge:

Plaintifl, SUMMONS

Minnesota Sports Facilities Authority,
Det'endant.

THIS SUMMONS IS DIRECTED TO MINNESOTA SPORTS FACILITIES AUTHORITY.
The Plaintills Complaint against you is attached to this Summons. Do not throw these papers away. They are otficial papers that afTect your rights. You must respond to this lawsuit even though it may no1 yet be filed with the Court and there may be no court file number on this
Summons.

l.

YOU ARE BEING SUED. The Plaintiff has started a lawsuit against you.

2. YOU MUST REPLY WITHIN 20 DAYS TO PROTECT YOUR RIGHTS. You must give or mail to the person who signed this summons a written response called an Answer within 20 days of the date on which you received this Summons. You must send a copy of your Answer to the person who signed this Summons located at:
Anthony Ostlund Baer & Louwagie P.A. 3600 Wells Fargo Center 90 South Seventh Street Minneapolis. MN 55402

3. YOU MUST RESPOND TO EACH CLAIM. The Answer is your written response to the Plaintiff s Complaint. In your Answer you must state whether you agree or disagree with each paragraph ol the Complaint. If you believe the Plaintiff should not be given everything asked for in the Complaint, you must say so in your Answer.
4. YOU WILL LOSE YOUR CASE IF YOU DO NOT SEND A WRITTEN RESPONSE TO THE COMPLAINT TO THE PERSON WHO SIGNED THIS SUMMONS. If you do not answer within 20 days, you will lose this case. You will not get to tell your side of the story, and the Court may decide against you and award the Plaintiff everything asked lbr in the Complaint. If you do not want to contest the claims stated in the Complaint, you do not need to respond. A defautt judgment can then be entered against you for
the relief requested in the Complaint.

CIV-2OO

I

Rev:

6/2010

5. LEGAL ASSISTANCE. You may wish to get legal help from a lawyer. If you do
not have a lawyer. the Court Administrator may have information about places where you can get legal assistance. Even if you cannot get legal help, you must still provide a written Answer to protect your rights or you may lose the case. ordered
even

6. ALTERNATM DISPUTE RESOLUTION. The parties may agree to or be to participate in an altemative dispute resolution process under Rule I 14 of the

Minnesota General Rules of Practice. You must still send your written response to the Complaint if you expect to use altemative means of resolving this dispute.

ANTHONY OSTLUND BAER & LOUWAGIE P.A
Dated: August 13. 2013

By,

atr (#0163715)
Philip -f.-Kdplan (#038935 1 )
90 South Seventh Street, Suite 3600 Minneapolis, MN 55402 Telephone: 612-349-6969

ATTORNEYS FOR PLAINTIFF

CIV-2OO

I Rev:6/2010

STATE OF MINNESOTA COUNTY OF HENNEPIN

DISTRICT COURT FOURTH JUDICIAL DISTRICT CASETYPE: OTHERCIVI
Case No.:

Minneapolis Venture LLC,

Judge:

Plaintift COMPLAINT
Minnesota Sports Facilities Authority,
Defendant.

PlaintifT Minneapolis Venture LLC, as and lbr its Complaint against Defendant Minnesota Sports Facility Authority, states and alleges as fbllows:
I

.

Minneapolis Venture LLC (''Minneapolis Venture") is a Minnesota limited
a principal place of business at 800

liability company with

Nicollet Mall, Suite 2850,

Minneapolis, Minnesota. Minneapolis Venture is the fee owner of real property located at
701 South Fourth Street in Minneapolis known as the Downtown East Parking Ramp Property

("Downtown East"). Minneapolis Venture acquired Downtown East from its prior owner, the City of Minneapolis, in late 2007.

2.

The Minnesota Sports Facility Authority (the "MSFA") is a public body,

corporate and politic, and political subdivision of the srate created pursuant to Minn. Stat.
$

473J.07. The MSFA's principal place of business is located at 900 South Fifth Street,

Minneapolis, Minnesota.

3.

Downtown East is included in the delinition ofthe Stadium Site as set forth in

Minn. Stat. Ch.473J, which became e1'fective on May 15, 2012.

4.

On February 1, 2013, Ted Mondale ("Mondate"), in his capacity as

CEO/Executive Director of the MSFA, notified Minneapolis Venture of the MSFA's interest in acquiring Downtown East, and took the initial steps required fbr an eminent domain proceeding
under Minn. Stat.

{

I17.036. A true and correct copy of Mondale's letter is attached hereto

as

Exhibit A and incorporated herein by ret'erence.

5.

On May 30, 20'13, as discussions about a possible acquisition of Downtown East

by the MSFA continued, Mondale again wrote to Minneapolis Venture. In the May 30 letter, the

MSFA claimed that Minneapolis Venture was obligated to extend the term of
and Right of [:ntry dated September
17

a Use Agreement

,2003 (the "Use Agreement") beyond the termination

date expressly stated in the Use Agreement. A true and correct copy of Mondale's letter is attached hereto as Exhibil B and incorporated herein by reference.

6.

'fhe Use Agreement is

a

written agreement originally between the Minneapolis

Community Development Agency ("MCDA"), as the then-owner of Downtown East, and the Metropolitan Sports Facilities Commission (the "Commission"), as the owner of the Metrodome.
The Use Agreement permitted the Commission to "hold Metrodome related events, from time to time. on the Premises, subject to the terms and conditions of this Agreement." A true and correct copy ofthe Use Agreement is attached hereto as Exhibit C and incorporated herein by reference.

7.

Pursuant to Section 2 of the Use Agreement, the Commission's right to use
3

Downtown East lbr approved Metrodome events will end as of "October

l,

2013, after which

time the right of the Commission to use the Concession Facilities and schedule and hold
Metrodome Events on the Premises shall terminate."

8.

The MCDA and the Commission agreed to "negotiate in good faith the right to

extend" the Use Agreement "so long as the Metrodome continues to be operated as a sports arena."

9.

ln response to Mondale's May 30,2013 letter, Minneapolis Venture informed the

MSFA that the Use Agreement would, according to its express terms, terminate on October 31, 2013. Minneapolis Venture offered to consider any proposal that the MSFA may choose to
make for a new use agreement. To date, the MSFA has not made any proposal for extending its
use

of Downtown East beyond October 3l

.

10.

At

a meeting between representatives

of Minneapolis Venture, the MSFA and the

Minnesota Vikings Footbalt Club, LLC ("Vikings") on April 18, 201 3, the Vikings and the

MSFA said they were considering whether Downtown East would be needed for the new
stadium development, and that Minneapolis Venture would be informed of the decision within
30 days. 'l'hat deadline was missed. The promise to make a decision "soon" was repeated on

numerous occasions over the fbllowing months, including at another lace-to-face meeting between Minneapolis Venture, the MSFA and the Vikings on June 19,2013.
I

l.

Throughout the spring and summer of 2013, while the MSFA was telling

Minneapolis Venture that it did not krow whether it wanted to acquire Downtown East, the

MSFA was communicating to the public that Downtown East was within its control. This
communication was accomplished by images and renderings, including those displayed at the
new stadium design unveiling on May I 3, 201 3, that depict Downtown East as a part of the stadium site. True and correct copies of some ofthose published images are attached hereto as

Exhibit D.

12.

On JuI1 29,2013, the MSFA issued its Final Environmental Impact Statement
East as a part

("EIS"). The EIS includes many references to Downtown

ofthe stadium project.

The EIS presents two altemative plaza configurarions both of which include Downtown East. The EIS also includes two altemative reserve parking plans both of which include Downtown

East. Throughout the EIS, Downtown East is treated as an integral part ofthe stadium
development, not as the private property owned by Minneapolis Venture.

13.

In addition, upon infbrmation and belief, the negotiations and discussions between

the MSFA, Ryan Companies and the City of Minneapolis regarding a proposed mixed-use

development and adjacent park have included negotiations over the right to operate and receive
revenues tiom the Downtown East parking ramp owned by Minneapolis Venture. These

discussions and negotiations proceeded as if Downtown East were owned by the MSFA.

14.

Alier the MSFA repeatedly told Minneapolis Venture that it would make

a

decision with respect to Downtown East no later than July 31, another meeting took place on

August 6, 2013. At that meeting, Michelle Kelm Helgen, the Chair of the MSFA, told Minneapolis Venture that a determination would be made no later than Friday, August 9.
I

5.

On Friday, August 9, 2013, Minneapolis Venture received a letter from Ted

Mondale as the CE0/Executive Director of the MSFA. In that letter, the MSFA once again

lailed to state whether it is going to acquire the property belonging to Minneapolis Venture,
stating instead that MSFA "is considering whether to acquire" Downtown East.

16.

On Monday, August 12,2013, Minneapolis Venture gave the MSFA formal

notice ofthe termination oi the Use Agreement as ofOctober 31,2013. A true and correct copy

of the termination notice provided to the MSFA is attached hereto as Exhibit E and incorporated
herein by retbrence.

COUNT ONE DECLARATORY JUDGMENT Minn. Stat. Ch.555

17. 18.

Minneapolis Venture restates all ofthe allegations of paragraphs

I through l6

above as though

lully

set tbrth herein.

Minneapolis Venture and the MSFA have a genuine and present controversy

about their respective rights and obligations under the Use Agreement, the parties have taken adverse positions on the issue, and the Court is capable of granting

reliefin the lorm ofa

declaratory judgment pursuant to Minn. Stat. Ch. 555.

19.

Minneapolis Venture and the MSFA have a genuine and present controversy

about communications to the public by which the MSFA implies that

it owns or controls

Downtown East, the parties have taken adverse positions on the issue, and the Court is capable of granting specific reliefin the form ofa declaratory judgment pursuant to Minn. Stat. Ch. 555.

20. a. b. c. d. e. l'.

Minneapolis Venture is entitled to a declaration of the Court that:
The MSF'A is not a party to and has no rights under the Use Agreement;
be deemed a permitted assignee of the Commission under the Use Agreement, the MSFA's rights are strictly limited to those rights expressly stated in the Use Agreement;

'to the extent, if any, that the MSFA may

To the extent, if any, that the MSFA may be deemed a permitted assignee of the Commission under the Use Agreement, all of the MSFA's rights under the Use Agreement shall terminate on October 31,2013;
The MSFA does not have any right, pursuant to the Use Agreement or any other authority, to possess, control or own Downto\rrl East; The MSFA does not have any right to represent, implicitly or explicitly, that it
possesses, controls or owns Downtown East; and

Ihe MSFA must immediately stop and refrain from representing, implicitly or explicitly, that it possesses, controls or owns Downtown East.

WHEREFORE, Plaintiff Minneapolis Venture LLC demands judgment in its favor and
against the MSF'A as follows:

t.
a.

Declaring that: The MSFA is not a party to and has no rights under the Use Agreement; To the extent, if any, that the MSFA may be deemed a permitted assignee of the Commission under the Use Agreement, the MSFA's rights are strictly limited to those rights expressly stated in the Use Agreement;

b.

c.

To the extent, if any, that the MSFA may be deemed a permitted assignee of the Commission under the Use Agreement, all of the MSFA's rights under the Use Agreement shall terminate on Ocrober 31,2013;
The MSFA does not have any right, pursuant to the Use Agreement or other authority, to possess, control or own Downtown East; The MSFA does not have any right to represent, implicitly or explicitly, that
possesses, controls or owns Downtown East; and

d.

e.

it

The MSFA must immediately stop and refrain from representing, implicitly or explicitly, that it possesses, controls or owns Downtown East;
2.

Awarding Minneapolis Venture its attomeys' fees, costs and disbursements

incurred herein to rhe greatest extent allowed by law; and

3.

Granting such other and lurther relief as the Court may deem just and equitable.

ANTHONY OSTLUND BAtrR & LOUWAGIE P.A.
Dated: August 13.2013
Norman

(Ba\r

(#016371 5)

nbaer(@aoblE-w.com Philip J. Kaplan (#0389351)

pkaplan@aoblaw.com 90 South Seventh Street, Suite 3600 Minneapolis, MN 55402 Telephone: 612-349-6969

ATTORNEYS FOR PLAINTIFF

6

ACKNOWLEDGEMENT
The undersigned hereby acknowledges that costs, disbursements and reasonable attomey
and witness f'ees may be awarded pursuant to Minn. Stat. $ 549.21l, to the parties against whom

the allegations in the Summons and Complaint are asserted.

By:

Minnesota Sports Facilities Authority
900 South sth Street, Minneapolis, MN 55415

MINNESOTA

AUTHORITY

k

February 1, 2013 Robert Lux Minneapolis Venture LLC 800 Nicollet Mall, Suite 2850 Minneapolis, MN 55488
Re:

Acquisition of Downtown East Parking Ramp Property by Negotiation or Eminent Domain

Dear Mr. Lux: As you know, the Minnesota Sports Facilities Authority (the "Authority") is interested in acquiring from Minneapolis Venture LLC ("Minneapolis Venture") the property known as the Downtown East Parking Ramp Property ("Downtown East"), a parcel located at 701 4s Street South in Minneapolis, in connection with the construction of a new stadium on the site currently occupied by the Metrodome.

Minn. Statute $ 117.036, the Authority is hereby transrnifting to you its appraisal of Downtown East. Please note that, as provided in Minn. Stat. $117.036 (Subd. 2), the appraisers, Darren Bowen and Todd Reid, did confer with representatives of the Owner
Pursuant to

conceming the property.

Also pursuant to Minn. Stat. $ 117.036, the Authority hereby informs you of your right to obtain your own appraisal of the property, subj ect to the provisions of that statute. Minneapolis Venture is entitled by statute to reimbursement of its reasonable costs incurred in obtaining its own appraisal (up to a rnaximum of $5,000.00). For a period ofnot less than 60 days, beginning today, the Authority is ready and willing to negotiate with Minneapolis Venture for the acquisition of the Downtown East property. Please note that the Authority contemplates acquiring (by a negotiated transaction or by eminent domain if necessary) a fee simple interest in the Downtown East property, ,:e., this will be a "full taking" within the meaning of $ I17.036. In conducting negotiations, the Authority will consider the enclosed appraisal, any appraisal you choose to provide to the Authority, and any other relevant information provided by you or otherwise known to the Authoriry.

ln addition, in anticipation of the negotiations, we request that Minneapolis Venture allow the Authority and its representatives access to the Downtown East property to conduct
Phone:

612-3324386 TTY: 1{00627-3529 Fax: 6'12-3324334 www.msfa.com

AnnrBiiv€ Adron/Eq'ral Opponunily Enployer

EXHIBIT A

Minnesota Sports Facilities Authority
900 South 5th Skeel, Minneapolis, MN 55415

environmental testing. If this is acceptable, we will be happy to discuss the scheduling and plans for such testing with you.

With regard to the negotiations, we are available to meet with representatives of Minneapolis Venture at a mutually convenient time or to proceed by making a written offer. The Authority is willing to pay the full value shown in the enclosed appraisal, subject to deductions, if any, necessitated by environmental issues. We look forward to hearing from you regarding the best way to proceed with the negotiations.

O/{//'h-"1,/__
/TedMond,ale
Executive Director/CEO Minnesota Sports Facilities Authority

g@rQy yegrf,

Phone:612-332-0386 TTY: 1-80G627-3529 Fax:6'12-332-8334 www.msfa.com

Ajlimslive Actiofl /Equai Opportuniy Emproyer

Minnesota Sports Facilities Authority
90O South sth Street, Minneapolis, MN 55415

.AI.'THOPITY

lti|.|5:9ii

k

May 30, 2013 Robert Lux Minneapolis Venture LLC 800 Nicollet Mall, Suite 2850 Minneapolis, MN 55488

Re:
Dear Mr. Lux:

Use A8reement and Ritht of Entry for Stadium Plaza

The Minnesota Sports Facilities Authority (the "Authorit/,l requests that Alatus extend the Use Agreement and Right of Entry (the "Agreement") for the plaza (the "plaza") located on the property at 701 Fourth Srreet South and 424 Kirby Puckett Place, Minneapolis, Minnesota (the "property") subject to the same terms for a 30-year period as may be extended. Alatus, as the owner of the Property, is subject to the obligation to extend the Agreement because the Agreement runs with the land and was identified as burdening the Property in Alatus's purchase agreement with the City of Minneapolis. The Agreement was recorded against the Property by the Memorandum of Use Agreement and Right of Entry dated October 25, 2007. Correspondingly, the Authority is the successor to Metropolitan Sports Facilities Commission's rithts and obligations under the Agreement pursuant to Minnesota statute s 473J.25.
As you are aware, the Authority is buildinB a new stadium on the Metrodome site to provide a sports

arena for the Minnesota Vikings and other sportlnt activities. ln conjunction with the new stadium, the Authority Intends to continue to use the Plaza as provided for in the Agreement. The Plaza was built with state and federal funds to serve the Hiawatha Line's Downtown EasVMetrodome Station during sporting events at the Metrodome site. The purpose and intent of the Agreement is that the Plaza will continue to serve these uses so long as the Metrodome site is used as a sportin8 arena. Specifically, section 2 of the Agreement provides "[Alatus] and the [Authority] agree to negotiate in good faith the right to extend this Agreement to use the [Plaza] so long as the Metrodome continues to be operated as a sports arena." Because the new stadium will occupy the same location and serve the same sports arena function as the Metrodome, the Authority is entitled to extend its use of the Plaza under the Agreement. Accordintly, the Authority expects Alatus will honor its obligations to extend the Agreement subiect to the same or similar terms as the Plaza is now used by the Authority.
Please contact me to discuss the extension of the Use Agreement and Right of Entry.

Sincerely,

/)140,tL_ /eu
ltea vondate
CEO/Executive Director
Phoner612-332-0366 TTY.1{00{27-3529 Fax 612-332-8334 rvww.msfa.com
Alrinnauv. A6|on/Equ6t Oppo(lunity Emproy€r

EXHIBIT B

USE AGR,EETiENT

AND RIOHT OF ENTRY

(Oowntown East LRT Stte Publlc plara . ,Uletrodome Related Events)

TH,s AGREEMEM, rflado as of S€ptambor 17,2003 by and betwEen the Minneapolie Communlty Devolopmont Agency, a pub[c body corporate and politic under he lar,vs of Minnesota (herelnafter 'MCDA"), and he Metsopolltan Sports Facltlfas Commlsslon, a poliIcal subdMsion of tho Stale ol MinneEota organized pursuant to Minnesola Statutes, Sectton 473 551 eL seq (hereinafter'Commisston').
WHEREAS, the MCDA is ths feo ol/nor of cortaln real prop€{ty located on the block between Park Av6nue South, Fourth StrBet Souh, Klrby puc*ett place and Frfth S:Eeet Salth, known as 701 Founh Steet South and 424 Kitby Pud(ett Pl€ce, Mlnn6apolls, Mlnne8ote (herelnefier "MCDA Property'); and

WHEREAS, the Commisslon b the ovinBr and oparElor of the Hubert H Humphrey Metrodome Sports Cenler (lhe 'Metrodome"), located across Klrby pucket pl.cs from thi
MCDA Property; and

WHEREAS, the MCDA Proporty has been devebped wlth a publlc ptaza (th€ .publc Phz6') and lighl rail Fdnsit station (th€ 'Transit Station) as doplcted on Exhtbtt A, anached
hereto, and an underground publlc p€rtlng garage

(pa*irq

Garage'); and

WHEREAS, trle Commlsslon deslres to enier onto that por{on of th6 publlc plaza dBplcted on E)filblt B. atbchod hsrato (ho ?romFes'). in order to hold lvleuodome related events and lh€ MCDA has sgroed to permlt lh6 cornrnlssion to hold Melrodome rehted events, from time to tims, on th€ Pr€mlses, sub.lsct to th€ tems and coridtuons of thls Agr€ernenq and WHEREAS, the Commission will be responsible under separate agreerenl Wth the MCDA for the cost o[ construcllon of a concession stand wlth restrooms and related slorage areas on the Premises (he 'Concession Facilitles') for use ln connection Mth its use of the
Premisos; and

WHEREAS, the Fodsral Transil Administration (the "FTN) ls provldtng he MCDA with $1,500,000,00 ln order 10 acqulre the MCDA Property for lhe development of the Public plaza;
and

t THEREAS, the MCDA and he FTA hava or witl Fnter into thal cerlain lnloragency Agr€€ment for Pass-Through of Congestion Miugation and Alr euatity Funds (the .CMAO Agro€ment") for the lransfer of federal funds from lhe FTA to h€ MCDA d for the impositon of c€rtaln federal rules, raquirannnts and approvals rega.dlng the d€volopment and use of the Publlc Plaza (the 'ClVtAQ RBqul.emenls'); and
WHEREAS, this Agroemant ard th6 Commission's use of the Publle Plaza and Premises shall be sublect to th6 approvat of and go,remed by the FTA and he CMAe Requiremenls, including any moditlcatlons, cfianges and rBstdcuons hat the FTA may impose upon lhls Agreement, the MCDA and the Commlssion; and
1

EXHIBIT C

WHEREAS, fie MCOA belleves that the Commisslon's use o, lhe Public Plaza and Premises is consistant wlth the purpodas of the puDllc Plaza: NOW, THEREFORE, ln consideration ot the mutual prcmisas of the perlies conlaaned herein, lhe parlies hereto agree as follows:

'1.

Use and Rlqtt ol Entrv. The tvlCDA her€by authodz$ hs Cominlsslon and its employees, agenB. coofactors or invitees tc enbr upon th6 PrBmises fro,n Um6 b tlme tor the followlng pu+os.s; and lhe Cornmission speclllcally agrees lhat lts conduct shall be llmlled lo those purpo8es onl)n
(s)
Metrodome Relsted EvenE. Durlng th€ brm of hls AgrErmgnl ths Commlssion is p€rmiUed to use the PremBes, from linre to time. for Metrodorne related evonts as approved by lhe MCDA heroln (lhe "Metrodome Evantr). Ttlo avl€trodofli€ Ev6r{s wlll cDnslst of eny pr@vent €vont-{lm6 and post cyrnt qrldoo,qionlod and hospttality tsnt{rlented actMfles sdleiruled by or lhro€ h tle Commleslon or hE Mlnnesota Vlkings, Universlty ot Minnesota, Mlnn6oh Twins or oher major evenl users ol the l,tot dorDe (each, a 'Key Tenanf) b enhanca the 'pafons Melrodome experlence for in cofilunc{lcn witr evints held at th€ Mefodome. The Commlsslon shall not usc or hold eny Melrldome Event on th6 PremlseB wllhout lhe prior wrltton approval of lhe MCD{ As ol lhe dale ol t{s Agreement lhe MCOA has apprcrrEd th6 schodul€ ol Mstodome EvenE 8s listed on Exhilit G2003, attschEd herelo and Incorporated h6rein, to be held by tho Commission on hs PrDmlses during thB inital calendEr year of lhle Agrsem€nt. During fi€ tem of this Agreeoenl, [re Cornmlssion shall sr]mit to the MCDA tho proposed schedde of Melrodome Evenb for each of the Ksy T€nants for eadl cal€ndar yeaa as soon as such s.ftedule is available and (Bxcspl for maneE outsld€ MCDA'g r€asonable control) th€ MCDA will g€ rentee pdority preference for use of the Plemls66 in raspect of Kcy Tcnant 6v6flts. Th€ Commission will ,rsn linE to time submit lo tho MCDA, for MCDA approvalt any other Metrodome Events and the MCDA shall ha're lhlrty (30) days aftor recaipl of such requost b approve, ln whole of ln pa4 the use ol lhe Premlses for sudr other Metrodorno EvEnts. The MCoA shall make neesonablo efHs to accomrnodatg he proposod echEdule of such other Malrodone E\€ nE, Upon approval of any Motrodomo Er6nls, a new E,6ibil C shall b€ auached her€lp snd

Incorporated

tr€ cur€nt sshedule of Metrodonre EvenG upon th6 prior \wliten approval ol the MCDA The MCDA shall advlse lhe Commisslon ln writing of any events it plans for the Public Plozo and wlll rlork with thg
Metrodom€ Events to Commission to avold conflicts in scheduling 6v6nls on th6 Publlc Plaza
(b)

herein. The Commission may, at any tlrE, add additbnal

Concession Facilitic. Notwithstanding any'hing in his Agreement to th€ cpntrary, the Commiss'ron shall have lhe sole righl trc us€ the @ncesslon Fadlltigs on tho Premisss and lo ksep and slore goods, equipment antl personal property thor€ln at all tlmes, Thts will lnclude use of ihs Concession Fadllties for Metrodorno Events beglnnlng ln April 2003, prlor to the,..pompletlon of lhe_ Premisas or other pads of the Public Plaza. The Commission may upon reqr€ st' ot MCDA also provlde concesslon services for other adivrues on th€ Publlc Phza on the same basls 6s thc sorylcas are provided for MetrodorE Events The CommisEion shall keep and maintain the Concasslon Facllftles ln good order and

condilion and shall use rcssonabl€ cflorE to s€crrE lhem ftorn use by any olher partlss except in connecllon with Nl€trcdome Evenls, The MCDA shall have no llablllty for any darlage to the Concesslon Fadllties or any goods, Bqutpm6nt or porsonal property thorein or thoroon except as may be caused by he negligent or intBnlional torts of the IVICDA
(c)

Permlls and. Aporo,€ ls. Tho Commission shall secure or oause lts tsnanB to seanra, at no cost to the MCDA all permits, licanses and approvels necessary and required for eadr of the Motrodome Ewntg to be heh on the Premiges, No Llem or Encumbrances. The Commbslon, ln lb use of ths Prgmlses, shall not p€rmlt or grent any saourlty inier€st ln, or oreato or allow lo oxisl, any li6ns, charges or encumbrances in or lo the Premlses
Aoolicable Lawg The Commlsslon shall comply wlth all appllcable federal, state and local lavn, ordlnances and reguhtlons ln lts uso of lhe Premls€s. Hazerdous Waste. The Commlsslon, in itg us6 ol thB PrEmises, shall not nor ceuse lo be, nor alhw eny othe. person to deposft, store, dlspose of, place o. otholwlse locate or sllow to bs locgted on or wittln the Premisas, any hazardous substances, hazardous wastos. pollulants or conlamlnants, Indudlng petroleuft-

(d)

(e)

(r)

based producG, as

thee terms ar€ defined under any federal, Slate of

Minnesota or local stalule, ordlnance, code or regulation, 6xa6pt sudt hazsrdous substances as er6 ordinsrily usad ln and necesary lor he lvletodome Events, provued that sudr use ls in accordsnco wlth all appllcsbl€ laws, end that ln the evenl eny such hazErdous substancgs ar6 found on or wilhin tho Premls8s, arising out of th€ use of the Promlses [or a il€ bodorne Evsnl th€ Comml8don shall lndemnity the MCDA as provlded in Secdon 3 horcln, subjed to no slatutory or insurance limitations-

(g)

Evant Se(uo and fakedown. The Commissbn siall be alhwed et least one full day prlor lo the day of a Meuodom€ Event ln uhidr io mako o+Premiees preparalions and setup, and shall have reasonable pea'rod not to exceed 24 hours Met odome Evont (subJecl to malters outsHe the Commission's an6r reasonable control) ln which to take down any equipment, tents, tralets, lablos,

8

seating, elc., used for sr,rch Metrodome Ey€nt and claan up th6 PrEmLsEs. ln undertaking the selup or takedovfi adi\4tos for or holding any Metrodomc Events, he Commission, lts employees, agentg and contreclors, shall not place anything on ths Publlc Plsza whldl excceds lh6 lo€d limib as set out in E)fibil D, nor do anything that will unduly intorfere with or disrupt or impede the MCDA'S uso and possession of tho MCOA Property or wilh rEasonablg access to and
operation of
(h)

tie Translt Stetion and associated lighl

rail hansit llne

Fees and Costs. ln conslderatlon or lhe Commissioo's obligation to maintah tho Public Plaza es set out in S€c{lon 1(l), there shall be no fee for use of thc Pi6mises by th€ Commisslon gr its t€ nants. The Conmhsbn Eill bo rFsponsible for the cost of all seMces, equlpment, labor and rnaterials used in conductlng lhe Metrodome Events on th6 Pramis€s.

(l)

Maintenance of Publlc Plaze. The Cornmlsslon wlll be rosponsible at f'B co6t fol keeping the Public Plaza reasonably frae of l,?sh and debrts and for refirving of snow and lcs from those sidewalks and olher po.ilons sl tho Public Plaza shown on Exhibit E (whlch arB intended to b€ used lor pedestrhn access to th6 Transit Stetlon) and from othBr portons of the Premlec€ ln connecllon wilh rny u8e of the Premises by the Co.runlssion for a Metrodome Event llowever, MCDA will ensura that all trash and debrls generalgd by any norFMetrodomo gyents on the Public Plaza ara prompty rsmovBd and dispGed of lollorrdng ule ov6nt al no cost to the Commlsslon or ik ienants, The MCOA at lts cost will a)so rDalnlatn, repalr and roplace any struclural and othff Elomonls and equhmont cdrnprlsing the Public Plaza, change lighting bulbs as ne€ded, and oherwise keep he Publc Plaza (lnduding tho PrBrnlg€s) ln good order and condilion, suitable for uss as a Transll Stat'ron and oher public uses.

<l)

Securlv. The Commission shafl provida or shall reguirE lts agentg cmhacro.s or tenanls io pmvldg lhe approprbts level of seeurity ior all Metrodome Events and shall malnlaln safe crowd conlrDl. The Comrnlsslon and lB emplqp$, agenb, contadors and invllees shall conduct their activit'es on lhe Prcrnises in an orderly and laMul manner. AlcobSl-!€g. The Commission nEy permit the use of alcdtol al lrtekodorne Eveots, subjact to (j) obtaintng rhe requirad permits; (ll) provlding appropriatB
security; and (ili) provlding dram shop lhsuranca, Prohibited Acllvlles. The Commlsslon shdll nol use thg Premisaa in eny menner that violat€s any f€dersl, staie or looal law, sktule, or ordlnance, u,hlcfi irdudes illegal dlscrhlnation, pornogrirphy. gambling or drug lElatod etviti€ s; prodfled, however, that Commlssion shall not be in dsfault oI ihls Agreernent as a result of ille€al aclivit'res on the Premises during lrelrodorne Ev€nB l, the Conmlsslon ls diligently pursulng all r€asonable ectlors to proHbit sucfr illegal activitles.

(k) (l)

2.

c nently antidpatgd to occur ln October 2003, and endlng Octobsr 31, 2013, afler wtriclt time lhe .ight of the Commisslon tc tl30 the Concesslon Fsclllties and schedulo and hold Mehodorne Eveots on lhe Premlses shall tefirinalE llou/€vBr, lhe MCDA and C,ommission agr6e to negotlate in good falth tho rpht to extend hh Agrpement to use he Concesslon Facilitles and Premlsgs so )ong as th! Mctrodorne contlnue.s to be operated aS s sports arene. Furlh6r. the Commission or MGDA rmy t€rminate this Agreemeni upon not less than 30 daF' prlor Mltten rrcllca al any llme ln tho evont the Meirodomo ls no longer beirE operelgd ss a gporb aft,na lor regularly schsduled collegg or profassional sporls, and the MGDA also may termlnate lhls Agraement l, the Commission or any successor publlc agency caases b surviw aE a lsgal Bntlty Upon expiration or eartier tsrmination of this Agreemenl, ths Cornmlssioa shall promplly remove its trade fi)dure€ and personal p(operty from the Public Plaza and title to the Concesslon Facilitles shall vesl in the MCOA.
Premlses

Jerm of Uso end Rloht of Entrv, The Commlssion shall haw lhe rigtrt to use the Concos€lon Facilites 6nd associated porlions of the Prernlses beglnnlng upon substantial compls0on of tle Concess'lon Facilillss cunenfi anticipatad to occr.rr in August 2003, end to sdredule and troH Mellodome Evenls upon the Premlses as described herein fo. a lGyear pen'od beg,nnlng upon substartial compldtlon of tho

3.

Hold Harmless and lndemnltv. The Commlsslon sh6ll d6f6nd, prot6ct, lndemdty and save th€ MCDA ils agents, officers and employees, harmless fiom and against any and all llablli0es, lossss, damaoes, msls and ag€ nses, including reasonable atlomeys fe6. from any act or negligonca ol Commksion, ils ofllcers, employees, agents, seNanlr, conlractors, or invitBes, arising out of ths Melrodome Evenls as related to lho Premises, Bxcepl for the negllgent or imenuoflal torts of the MCDA. The extenl ol lhe Commlssioo's liablllty hereunder is limlted by Minnesota SlatutBs, S€clion 466, md lhe lnsuranco
poliry as descibed ln Section 4 herein. lnsuranc€.

A.

Commisslon's use o[ the Pr6mlse3. The Commlsslon shall namc th. MCDA Es an additlonal insured undor he policy wlh respect to vlcarlous llabillty to third parties (ttird panies' to exdud€ insurod parths) arising out ol Met odomc relat€d e'/ents on the Premb€3, and wlll provide proof of such liebility insurancc at the llmo lt exeqJles this Agreement The Co.nmlsslon or lts contrectoG shall provldo dram shop insurance at all Met odome Events where alcoholic bovEragB are to bB rsNed on lho Premlsas-

Commission's lnsuranco, The Commissim shall mainbin general liability lnsunnce, includlng p€rsonal lnjury fiability coverage, applying tn the

B.

Tenants. Vendor's and Conlrado/s lnsurance. The Commlsdon shall reqdro lts tenants, vendors, contracto{s €nd otlgr third parties who use the Premises ln conluncllon with MelrodonE EvenB to provldg worted oompensaflon insuranc€ coveEge foi Ell employ€€s tvorklng on the Pl€mbgo to the €Xent lhat such insuran€ is required by law. The Comn$sslon shall also reqrtrre such par[es to malntain g€neral llsblllty insuranco and, if motor vshhlG wlll bo utlltred ln connection with E partys we of lhe ft€ mlsos, automoblle liability covorage, eadr with llmlb of at least $1,000,000: and sald liabllity pollcy(les) shall narn6 lhe MCDA as an additional insured. The MCDA shall be provlded wlth a copy of the insuranc€ oartiflcato prior 10 any enlry upon lhe Premises. Such copy may be provided to the MCDA by lelefax, and the MCDA shall provldo lho Commission with a telEfax number for sudt purpose

Conditjon of Premlses. Durlng any Metrodome Event, lhE Commission shall keap or requlre its t€nanB to k€6p lhe Premlsos in neal, clean and safe cordltlon, The Commisslon agre€s not to rnake any linprovEm€nls on lhe PI€mlses wnhout th€ prbr written approval o{ the MCDA The Commission furlhar agroa8 lo promplly r6pelr or rgplace, at thE Commlsslon? sole cost gnd g)qonsg, any inprovemenb damaged ln connection wih any Metrodomo EvenL The MCDA shall giro lhe Commission no less than 90 days' notice (or suctr slorter notlco as may b€ required in en emerg€ncy) b€fors the MCDA nnkes any lmprovements on lhe PrEmises that will inlerlere ln any matedal way wih the Commission's rights to use ol lhe Premlses as grani€d hereln
8.

Coordlnatlon. Each party shall appolnl a coofdinator with authority to ad or respond on its behalf conceming th€ sc,\eduling of evants on tie Publlc Plaza and..gther rnatters requiring lts epprovel or consent und6r this Agraern€nt. The MCOA'iniUally appolntg Richard Victor as lts Senior Proied Coordinator, at 6125735026, and ths Conmisslon lnltially appolnts Steven l\4akl Bs its Proiect Coordlnalor, al 612-33+Gi13 Upon any

termlnalion of any such appointment

the other party in wri$ng the replacemenl coordlnator to carry oul

h6 appointing party sh8ll promplty

deg'tgnate to

suci responslbllltles.

7.

Defaults and Remedles.

(a) (b)

Defautts. The Commiss'ron shall be in defrault of this Agrcoment upon elther ol the following events: (l) fellure to pay wh8n due any paym€nt ,€quired to be rnde under thls Agre€rn€nt; or (il) failure to perform or obseNo any condillon or lEm req uired to ba performBd or obsorved underlhls Agreement. Notice. Upon the occunence of one of the €venls of delault specified In Sectbn 7(a) h€reln, lhe MCOA shall givB wrttten notlca to ths Commlsslon speclf,/ing: (t) lh6 €vent of default (ll) thB action roquired to curo lho ev€nti (iii) a dalo not less than 30 days for monetary d€faults and 60 days for nonmonetary detaulk frofii the data the notlce ls malled io the Commlsslon by whictr 6uch delault must be cur€d (provided that il a non-monoEry detault cannot reasonably be oJrsd wlthln 60 days, thB Commlsslen shall have up lo en additonal 00 days, if ncoess€ry, lo cure the delaull)i and (iv) lhat tailure to cut€ sucfi dcfault on or bebre he dale spEclfled In lhe notice may result ln the MCDA exorcirlng one or mor€ of lhe remedies listed ln Section 7(c) herein.

'

(c)

Remedies. Upon the occurronce of any event of default ss deflned ln Seclhn 7(a) hereln, and notica as provlded in Sedion 7(b) heoin. the MCDA, at its option, in addition to any olher mnredles to which it mlght by law b€ entltled to, shall haw trr€ ilght lo do one or mor6 of the {ollowiry 0) to canc€l lh'l! Agreem€nt (ii) to t€rminab ttre Commlsslon's use ol and r,gtd ot entry lo he P/emlses as granled h6reln; (lll) to brlng appropriate adion to enfoc sudr performance or observancs and lhe coredlon ol sudi fallurs o( dotaulU (fu) to dedare lhe entire unpaid paymenb dua and paysbla horrundet, irDrnodlet6ly du6 and payable without presentnent, dernsnd, prot6t, notlcs of dlshmor or any other nollca; (v) lo susp€nd he MCDAs performence under his Agreonrent and the Commission's rights to use and enter the Premis€s durhg tho contlnuance ot .'the event o[ deraull

(d)

Rem€dles Not Exdush/e. No right or rsmsdy by hb Agresmant or by Bny documenl or lnstrument delivered by the Commisslon pursuant herBto, conFotred upon or resarved to the MCDA sfla be or ls lntended to be exdushre of any other rlght ot remedy, and eadt and €vory dght and remgdy shall b6 c{,mulaUve and ln eddition to any othgr.ight or remBdy nolr, or hercafter exlstng at law or ln
oquity or by statut€.

(e)

Waiver: Forbearance. Excopt as the MCDA may hereafter ofier#se agrso In. vrriting, no waiver by the MCDA ot sny brrech or default of th6 Commission, of any of lts obligatlons, sgrcoments or covsnants under thls Agr€€rn€nl shall be deamed to be a waiver of any sr$sequent breach of th€ s€rne, or any olher obllgatlon, agreemenl or coyenants under his AgrEemeht. nor shall any forbearance by the MCDA to seek a remedy for suci breach be dE€med a walvtr of its rights and remedles with respect 19 such brEech, nol shall he MCOA be deemed to have waived any o, tts rlghts and rgrnec,ies unless it be ln wigng and executed wilh th€ Eam€ formality as lhis Agreement

8.

Mlscellaneous.

(a)

Notlces. All nofices provlded for herein shall be In witing and shall be deamed to havo bean given when delivered person8lly or when deposited ln he United States mall, regislered or cenifpd, postage p{epald, addressed as follols:
To tha Conmlsslon,' I'lotropolltan Sports Facililies Commission

900 Soulh Fnh $reet Mhneapolis, Minnassta 5541 5 Ath: Ex€cuflv€ DtEclor
To the

MioA:

Minneapolls Communlty Oeveloprnent Agency
105 FiflIi Avenue Souh

MlnneapollE. Mlnnesota 55]l()1 -2534

Attsnlbn: Executve Dlrrclor

(b) (c)

Gov€mino Law. Thls Agre€mont may be condrued and enfored acoordirE to and gov€m€d by th€ leurs of lhe State of Mlnn$ota.
Counteroarts. Thls Agreoment may bo ereolted ln any number of countorparts. all of whlch shall conslituts a stngle agreement, any one of wtrlcfi bdaring slgnaturss of all partles shall be deem€d en odglnd. is ol th,o ossencaln the performance of lhis AgreemenL

(d) Eq'l'ime

(e)EntlreAoreemen]LThisAgreernentcontainslheentlreag]eementofthepartios horeic on tho rnattErs covered hereln No othar agrsem€r( statornont or
promises mads by any perty or by any smploy€es, cfiicsr, or agent of any party hereto thEt ls not ln wrlting and slgned by all the parties to thls Agreemont shall be binding.

g.

Scope of Use and Rloht of Ertrv. The grant of this Usa and Right of Enfy to the Commission by tte MCDA shall b6 nonassignable except lo a successor public body and shall not @nf€r any eslat€, tite, or exclusive possessory rights in thc Promises t6 the Commisslon, and may be termlnated for carne as pmvld€d ln Sec{on 7 hereln, provided that the prcvisions ol Saolion 3 hemin ahall survivo termkration of th's Use
Agreement and Rlght of Entry

lN WITNESS WHEREOF, tllg panies herolo havB exocutd year tirst wdtlen abo\ro

flb

Agrcemenl as of th€ day and

MINI',EAPOLI$ COMMUNITY DEVELOPMENT AGENGY

,, Cr/T

lB Daputy Executfuc Dlreclor

l+

AssistahlOevelopmenl Counsel

(signatur8 page to usB Agreement and Rlght ot Entry)

M

SPORTS FACILITIES COMMISSION

By

tuid By

(Signature page to Use Agreement and Right of Entry)

Exhibit A
frSl{r'''*dra,".
,. __ aoliIrd

5it
66

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3 e o

4

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btra

lltn/ lorr

hV.Ltdto

adlte

ua

rs

Cr{'-Eb.
drt

dlrg

ldcn

site plan

downtolvn easUmetrodome lrt station afld plaZe
8.m;d 5llcl ord *rehrrst AUE{ Ld€ tu

Exhi
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ll^lOOOUlJlr.l

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Exhitrit C
EXEIBII C2003

SCEEDI'LE OF PERMITTED E}'ENTS FOR TEE YEAR ZOO3
0&28/03

0u30/03
0910t103

Vitiogs vs. Arizona UM vs. Tulea Twins vs. ADabriD

7:00 n-!:, 6:00 p.m" 7:05 p.rt 7:05 prrr I l:05 o.ru 7:00 p.o. l:05 p.n
l2:05 p-ur

l:05

p.m.

09102n3
09143103

09t05103
09106103

I\'ins vs. Aoaheim Twins vs. Auahcim Twins vs. Tcxss
Twiru vs. To<as UMvs. Troy

09t06t03

09tml03
091t4t03
09116/03

Twiff

vB, Texas

Vikines vs, ChicEco Twi.or va. Cticaeo

735

p.ra.

7:05 p.u.
7:U5 pJD7:05 pm.

091t7103

09/18/03
091t9/03 09t20103

Twiru vs. Chicaro Twins vs. Chicsro I\rins vs. Cticaco
Ttryirs vs.

?:05 o.m,
1l:05 am. 7:00 o.m.

Dctoit

09t2u03
09DU03
09123103

UM vs. IouisirEl4.sfayEttc
Twins vs. Dctoit Twior vs. Clevdrgd

09n4t03
09t28/03

r0l0slo3
10110t03

??

T[ins vs. Clerrclaod Vitincr \g. Sao Fnocisco nvil Citics Mrethoo Start
UM v,s. Michisaa IJM vs. Michisan SaE
VikinRs vs. Deover

1:05 o.m. 7:05 p.n 7:05 pm12:00 pm.

5:fi)

a.m.

tolt8tQ3 t0/.t9t03
t0126103

|/0U03 tyoao3
ttt07l03 r li0u03 \123/03
t2J07103
??

t2t20103

Vikinrs w. Ncw'Yort UM .ts. Indieos Vikinso vr. Grcrn Bry NSIC UM vs. Wisconsia Vikinrs vE. Dctsoit Vikinrs vs. Seanlo Vikirgs vs. Kansas City

TBD TBD l2:00 p.E. 12:00 p.ru TtsD

7:35 p.m.

lBD
ItsD l2:00p-o.
l2:00 p.m.
.

4:00 p.m,

I

Exhitrit D
sEcnoN 01010 SUMMABY OF WORK
PAHT 1 . GENEMT

Prrl

1,1 SUMMARY A S6clbn lrEludag: I Drscrip(lon ol con6truclk n dofivsred urde. a singlo coouac] 2. Besiridions rhat sflect oonstuclion oporaliorE 3 Us6 ot buiid,ngs, premlees ard site, B B8laled Seclihs:

2 SBclion 0101 1 - Summary ol Mu[ipto Coilrack 3. Seotion 01145 - Slte Managemen! 4 S€ctjon o 1290 - Price and Payrnent Prccdures. 5 SoctioD 0 630 . Prbduct Oplin3 End Slbstltutions
,

1-

DcumBnt m70O . G.neral CmdliorLi.

.

1,2 A B C

GENEBAL SUMMARY OF YUOBK A'ID ADdTIOI'IAL DEFIIIITIONS O,xrrer: Minneapolb Cornmunlty Olvul@ftonl Agoflcy (MCDA) and, 'l . Ormods Tenanl: Metropolllan Sports Flcllht€ s Cornmissbn (MSFC), 5!' strest south.
Projcct Locallon: Block bordered by Pai( A$nu€ Soulh, Klrby Pucken Plcca, 4h S\resl Soulh End

G€naral Scope: ThE proi6l, Oonsiruclbo PekrE|c 3 (CP-3), consist! o, conslrrction ol lhs dEza, arcadE, concesslon and rostroorn bu!&Es. and lh" m*zaninc lor thc Dorrntorm Ean LFT S'lation Plaza as desoribed wilhin th€ soopc ol lh6 CoflEact Oocun€nls. 1. Work lnclud.d: Provide lsba( rnaterlBb, ardcleg, equipmrnl, incid.nt h, item8, tools, sgrvices, supplies. m€thods, oprcrelions, skllls ln such gu.n0ties rs rmy bc noEssryb cornpl.ic proiect wlthin intent ol ltE OonfBct thcumerf!. 2. Singular notsllons thall bE consideEd plurBl wtdre pllIsl applicslion ls rBarooabty inter.bl€. Mention or indilation o, extont ol wolt und6r a,ry wo divilion or spocllbalioo sgcttxlI8 dono onty tgr conveniance ot Contractor and 6ha,l nofbe conslrued as dicriung dl woi< r*luircd uader lhet Oivigion or Soclim

D
E.

Conlr*L

Conskuction ContracE The const.uction ot CP.3 will b€ eccomplish€d rrnd€r a shgle Prima

Consrrutrlbn Limlts: Exospt as Epecilically lndrEled or as may b€ necassary ie compleie iho tvork undar lhe contsacl, activities ol th. contract sh€I be llmited to wllhh $e limits rbrigtralad by thg DrEwings End thp g$mol MILESTONES OF WORK Construct'on ol CP-3 plaza has thr lollotying milE6tone dal€3: I Mllsstone Dat€ tlo 1: Compbt consin clion ol ConcossioniToiht Buildlng by April25, 2003. 2 Mil6slong Dale No 2: Compl€l3 construction ol ArcEde plars 3, 4. 5, and 6 strEbrd steol lramework and lrain station sida masonry by Junc 2, 2m3, b alory st uctrnol altaohmsr ol LBT ovorhoad oanopy b,y LFI Contastor. 3 Mil€Glone Data No.3: Substanlial Completion ol €ntire proiecl by S€pt3mber 5. ZO0E.

.I.3

-

A

l_

[--r.o
I I

.rrr*

oF coNsrBucrroN LoaDr,.G or{ pLAza

LE,EL

ttl f
I

A

I

construcl'ron loading oo fio PlEza L6vBl shall nor exceed the slruclurG dGcign fve and daed The suuctur€ d.sin [vs ard dotd bads

erD:

loa&L I

Dowriowr E.h !.RT Sflticn ptse 0?01.012.12 - Cg-s ph.:. - CD

Nol! rbar

'12, I,CEA

01010. t

1

L
1.5

2.
5.

135 pourds p€r squBrE lool utilom (bad losd. Colc€nlrat€d livs loads arE nol lo Excecd sn ilohlrd aJo lo6dng; dso not comblnation wih the doEign unllonn llve lggd Or other oon6ntralld loeds.

25O pounds pcr tgtrarE loot

unllorln

iw

lo.d.

Hs&I

il

EASEMEhITS

The MQDA has granled pe.manent eagcmenb to hr HPO for the Do,rnryn Easf LRT Stllioo and lrac*s, ard the MCDA ha! also granlod temporary conclndon oas.lFnts lo lh€ HPO tror hc construquon ot lho Downtown EEsl LBT StEl'ron 9rd ItadG. Thc sdrcdrlo Ot Cotl6tlElion d lhc portlon ol the arcade lncludng phrs 3, 4, 5, lnd 6 b oducal to b9h Fi.cts. Th. cornglotot of these d€ rs incJudng the rDasonry yarperls ,equiDd tor th! LITT Coalrlcbr b insb[ a suio.t canoPy sEust re Ths CP-O Conlractgr sharl coopcrsb eIrd coordinatr H h tE IJ|T Contlciors. ThE MCOA wlll Essi8t in lho coordinltlon ol th€ss pft,i.qts.

-

PAHT 2 . PRODUCTS
Not Used

PART 3 . EXECUTION
3.

l A

SUBGOI',TAACTOFS

Th6 ContrBctor shall not award any work to any Subconbsctor witho.I p.ior approval ol th€ Orynar and fuchitsct. Approval wlll not b€ givsn un6l the Cor nctor slbmits lh. Liet ot Sttcontr8cbrs containirq srrch hlormadon as the Owner ard Arctrltrcl may rcqulrc concemlng the proposcd Subcornractor and the scopg ol the eubcontrect. (Bet3r to Seclion 01330 - SL6.nl[elB)

L
I

f

3.2 USE EY OWNEB (FEFEB Al.sro TO OENEFAL CONDTTTONS) A Tha Owner reserves he righl to bt olh€, cofllracts in co.ri5ian whh lhis ProJc]. Thle Contraclor
lll.lrs.
Ehall allord otha, conlraclora Gssonabrs opporuflity lor lhs lnlrodrctifi ard siorag€ ot lhrir mateiials and execsrion ol rheir work, and sha proparry conn cr and coodinalg tfa wod< witr

.t

i
;
?

B

TtE O$rn€r rBsaives lho rigtt lo lointy Hl,py th! pr.rni6o6 with tre Cofitraciots h thc F.rlofmalcs ol his dutie6 end funcliofls Tha Owner EJso riservee tre righl to: sI|lcr lnlo ths ptojrct and pramisB6 at all tjmes: mEk! i.rstallstions ot mstBriel8 and cquipnrant a epproplhf tmca as ihe Work prsgross8s; inslall eqdpmer( fuhitur€ and furnlohings wtren +accl eic u rpproprtsr slages o, comPlelion Contraclors slEll coo.dinal€ $'Drft wit r Urc Own6r ard coope.aie nm Oe Owner to minimize urdu€ ir srlsrencG
lf any par1, unn, phasa, or the cndr3 Project ts Er.Osiantialv compl6tE or dy for occupancy, lho o!$Br lllay, upon nouce to UE ContrtotoB, 8nd wlthout pr€iudce b ,ly ot tii3 nCrE 6t Up Oflncr or Go ntractors, elter into end make use o, $o Work thai ls ir:tstamlff corpfefc. MAINTA'NING SEHVIqEE AND FUNCNONS
at occrfiod Faci[ties: Aier owner's occrparE? (rrJlr or pardar) or rho p1ri.ct or any ,,rr, BEge' phase or arsB, any yvork romarnrng ro br accomprished ln ths occwl€d spaces sh;ll be dois in cooperafon with, and apprcvat by. fi.-o'vnor and sciedulad ln aOanci *ln tre orr,rror. tn gonsral r|ork in occupled spaces tharl bc dqra lri€ n lhe spBcG iE not in ugs, gtdt astBrbt hou.E in, adminisralive areasi or prblic spacas whon publb use horri are owr lor the 6lgy, ur*is specmc&y' approved by Uta Ov/nBr, whcrE ncooss6ry. overdmG Ehall b€ L€Dd ll fiE work a t/tot roar6naUfy bE accomplishsd durinp normaluork pedo$, El ng Ertra coct to ih€ Ouilcr, Work in o€c"pi"O ao& 3hsl b€ performgd in a mannor and st Euch {me a! wlll not Elgniflcrrdly htsrtore with, liampeior lnconv8nhnce Owng/s progrlm or

-

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.. 3,3 A

w;rk

funstjons,

.

0781{12-

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12 - CP.3 ptazE -

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CD

Noveftbar

't

2, ZOO2

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0ror0 - 2

*' e.A-;.
3J vr

Exhibit E

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ALAFtlS
LLC

Minnesota Sports Facilities Authority Minnesota Spons Facilities Commission 900 South Fifth Street Minneapolis, MN 55415 Attn: Ted Mondale

Re: Use Agreement and Right of Entry
Dear Ted:

-

Notice of Termination

I am writing on behalf of Minneapolis Venture LLC, the fee owner of the real estate known as Downtown East and the "Plaza" located on that real estate. This letter provides formal notification to the Minnesota Sports Facilities Commission ('MSFC') of the termination of the Use Agreement and Right of Entry dated September 17,2003 ('1he Agreement!'). This is the Agreement tlat was the subject ofa May 30, 2013 letter from you to me and the June 7 response to that letter which was sent fiom Norman Baer to David Trevor.
The Agreement was effectively terminated when the MSFC was abolished in 2012 pursuant to Minn. Stat. 5473J.25. We understand that the MiDnesota Sports Facilities Authority ('MSFA') disagrees and claims thar il stepped into the shoes of the MSFC witl rcsPect to the rights and obligations under the A$eement. For purposes of this notice of termination onlY, we are not debating the MSFA contention which is why this notice is addressed to both the MSFC
and the MSFA.

Pursuant to Section l(a) ofthe Agreement, the MSFC is required to provide an advance list/schedule of "Mstrodome Events" for wh.ich it plans to use the Plaza. Please provide such a Iist so that Minneapolis Venture may exercise its right of approval. As specified in the Agreemenl, please recognize that MSFC is prohibited from conducting any Metrodome Events without the prior written approval of Minneapolis Venture.

U.5. Bar<orp Ce,rler
8CC

N(Dllet

14al

Sune 2850

M.nneaoo,s. t"lN 554C:

P.ore 6l

? ,+55.07CO

F3l 612.155.07{0 www.alatusllc,com

EXHIBIT E

Also, please take notice that pursuant to Section 2, the Asreement will termapate as of October 31. 2013. Absent a new agreement, the Plaza will not be available for use for any of the four home games in November and December or for any possible playoffgames in early 2014. As previously stated, Minneapolis Venture will consider and negotiate in good faith with regard to any proposal that is made for an extension beyond october 3l until such time as the Metrodome is "no longer being operated as a spofls arena for regularly scheduled college or professional spons" (a period that we understand will end with the end ofthe vikings 2bl3-14 season when the stadium is scheduled for demolition). I note that the Minneapolis vennrc has not yet received any proposal for any extension ofthe Agreement. Finally, pursuant to Section 2 of the Agreement, Minneapolis venture will expect your organization to promptly remove all "trade fixtures and personal property" fiom the plaza rpon termination of the Agreement. Please rnake appropriate arrangemenls in advance so that pr;cess is not delayed.

Robert C. Lux Manager Minne apolis Venture, LLC

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