27-CV-13-15247

Filed in Fourth Judicial District Court 8/30/2013 10:46:22 AM Hennepin County Civil, MN

STATE OF MINNESOTA COUNTY OF HENNEPIN Minneapolis Venture LLC, vs. Plaintiff,

DISTRICT COURT FOURTH JUDICIAL DISTRICT Case Type: Other Civil Court File No. 27-CV-13-15247 (Judge Ronald L. Abrams) ANSWER AND COUNTERCLAIM OF MINNESOTA SPORTS FACILITIES AUTHORITY

Minnesota Sports Facilities Authority, Defendant.

ANSWER Defendant Minnesota Sports Facilities Authority (MSFA), by and for its Answer to Plaintiff Minneapolis Venture LLCs (Minneapolis Venture) Complaint, admits, denies and alleges as follows: 1. Paragraph 1. 2. 3. The MSFA admits the allegations of Paragraph 2. In response to the allegations of Paragraph 3, the MSFA states that it calls The MSFA admits on information and belief the allegations contained in

for a legal conclusion. The MSFA denies that Minn. Stat. Ch. 473J include[s] Downtown East in the definition of the Stadium Site. The MSFA alleges that Downtown East is located within the boundaries of the area defined as Stadium site in Minn. Stat. 473J.03, subd. 12. 4. In response to the allegations of Paragraph 4, the MSFA admits that Ted

Mondale, in his capacity as CEO/Executive Director of the MSFA, sent to Minneapolis

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Venture, on or about February 1, 2013, the letter attached to the Complaint as Exhibit A. The MSFA further alleges that Exhibit A is in writing and speaks for itself, and the MSFA denies that Paragraph 4 is a full or complete summary of the contents of Exhibit A. The MSFA denies any allegations of Paragraph 4 that are contrary to the text of Exhibit A. 5. In response to the allegations of Paragraph 5, the MSFA admits that Ted

Mondale sent the letter attached to the Complaint as Exhibit B to Minneapolis Venture on or about May 30, 2013. The MSFA states that Exhibit B is in writing and speaks for itself, and the MSFA denies that Paragraph 5 is a full or complete summary of the contents of Exhibit B. The MSFA denies any allegations in Paragraph 5 that are contrary to the text of Exhibit B. 6. In response to the allegations of Paragraph 6, the MSFA admits that the Use

Agreement is a contract originally entered into between the MCDA and the Metropolitan Sports Facilities Commission (Commission), that the Use Agreement is attached to the Complaint as Exhibit C, and that the second sentence of Paragraph 6 quotes a portion of the Use Agreement. 7. In response to the allegations of Paragraph 7, the MSFA admits that

Paragraph 7 quotes a portion of Section 2 of the Use Agreement, but denies that it constitutes a complete or accurate summary of the provisions of the Use Agreement regarding the term and duration of the Use Agreement.

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8.

The MSFA admits that Paragraph 8 accurately quotes portions of the Use

Agreement, but denies that it constitutes a complete summary of the terms of the Use Agreement relating to the term or duration of the Use Agreement. 9. In response to the allegations of Paragraph 9, the MSFA admits the

allegations of the first two sentences of Paragraph 9 and denies the allegations of the third sentence of Paragraph 9. 10. In response to the allegations of Paragraph 10, the MSFA admits that a

meeting occurred on or about April 18, 2013 between representatives of Minneapolis Venture, the MSFA and the Vikings. The MSFA denies the remaining allegations of Paragraph 10. 11. The MSFA denies the allegations of Paragraph 11, except that the MSFA

admits that Exhibit D contains images that have been published. 12. In response to the allegations of Paragraph 12, the MSFA admits that it

issued a final environmental impact statement (EIS) on or about July 29, 2013. The MSFA alleges that the EIS is in writing and speaks for itself. The MSFA admits that Downtown East is mentioned in the EIS and that two alternative plaza configurations described in the EIS include Downtown East, but the MSFA denies the remaining allegations of Paragraph 12, to the extent they are contrary to or unsupported by the text of the EIS, and specifically denies the final sentence of Paragraph 12. 13. In response to the allegations of Paragraph 13, the MSFA alleges that

discussions between the MSFA, Ryan Companies and the City of Minneapolis have included discussions concerning the possible allocation of revenues from the Downtown

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East parking ramp in the event that it is acquired in connection with the stadium project. The MSFA denies the allegations of the final sentence of Paragraph 13. 14. 15. The MSFA denies the allegations of Paragraph 14. In response to the allegations of Paragraph 15, the MSFA admits that Ted

Mondale, as CEO/Executive Director of the MSFA, sent Minneapolis Venture a letter on or about August 9, 2013. That letter is in writing and speaks for itself. The MSFA admits that the quoted language in Paragraph 15 is contained in the August 9, 2013 letter, but denies any allegations contrary to or not supported by the text of the August 9 letter. 16. In response to the allegations of Paragraph 16, the MSFA admits it received

Exhibit E on or about Monday, August 12, 2013, but denies that Minneapolis Venture had the legal right to terminate the Use Agreement as of October 31, 2013. 17. In response to the allegations of Paragraph 17, the MSFA restates all

allegations of this Answer. 18. 19. 20. 21. The MSFA admits the allegations of Paragraph 18. The MSFA denies the allegations of Paragraph 19. The MSFA denies the allegations of Paragraph 20. Except as herein otherwise admitted or otherwise alleged, the MSFA denies

each and every allegation of the Complaint. FIRST AFFIRMATIVE DEFENSE 22. The Complaint fails in whole or in part to state a claim upon which relief

may be granted.

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SECOND AFFIRMATIVE DEFENSE 23. Subparts e and f of the declaration requested by Minneapolis Venture do

not present a justiciable case or controversy. COUNTERCLAIM The MSFA, by and for its Counterclaim, states and alleges as follows: NATURE OF ACTION 1. This Counterclaim is an action for a declaratory judgment to resolve an

existing controversy concerning a contract entitled the Use Agreement and Right of Entry dated September 17, 2003 (Use Agreement). The Use Agreement was entered into by the Minneapolis Community Development Agency (MCDA), the then-owner of the Downtown East property, and the Metropolitan Sports Facilities Commission (Commission), the public body responsible for owning the Metrodome site and operating the Metrodome at that time. The public bodies that negotiated and entered into the Use Agreement sought to create a public benefit by providing for the development and use of the Public Plaza (the term used in the Use Agreement). 2. The Downtown East property includes an underground parking ramp, the

Downtown East light rail station and light rail tracks, an open area on the northwest side of the light rail station and tracks, and the Public Plaza, located on the southeast side of the light rail station and tracks. The Public Plaza was developed with public funds, including $1,500,000 from the Federal Transit Administration. The Public Plaza was designed to create an aesthetically pleasing open space for use by the public, including users of the Hiawatha Light Rail station, who also require safe pedestrian access from

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events at the sports arena on the Metrodome site to the station through the Public Plaza. It was not intended as a private profit center. 3. The purpose of the Use Agreement was to preserve the Public Plaza for

another public use, as a permanent open space available to the public during events at the Metrodome site, so long as that site was used as a sports arena. The intent of the original parties, which is binding on their respective successors, Minneapolis Venture and the MSFA, was that the Use Agreement would continue to govern the use of the Public Plaza so long as a sports arena is operating on the Metrodome site. 4. When Minneapolis Venture purchased the Downtown East property in

2007, it accepted the obligations of the Use Agreement. The expectation at that time was that any above-ground, transit-oriented development on the Downtown East site would occur on the northwest corner of the property, not on the Public Plaza. 5. The dispute regarding the extension of the Use Agreement has arisen for a

reason not discussed in Minneapolis Ventures Complaint. As stated in the Complaint, Minneapolis Venture and the MSFA have discussed a possible acquisition of Downtown East by the MSFA in connection with the new sports arena to be constructed on the Metrodome site. But Minneapolis Venture has sought a price far in excess of the appraised value of the property, and far in excess of prices paid for comparable property in the City of Minneapolis. Indeed, Minneapolis Venture appealed its property tax assessment to the City of Minneapolis. In 2011, Minneapolis Venture and the City reached a settlement of the assessment dispute, and the assessed value of the entire Downtown East property was reduced to approximately $4,500,000. But Minneapolis

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Venture submitted a document to the MSFA, in the course of discussions concerning a possible purchase of Downtown East, purporting to show a value many times higher than the tax assessment value, and Minneapolis Venture has used that document to try to negotiate a much higher price for the Downtown East property. Since the MSFA has refused to meet that price, Minneapolis Venture (which never raised any issues under the Use Agreement prior to the summer of 2013), is attempting to terminate the Use Agreement as a way to (1) increase its leverage in any possible future negotiations for the sale of Downtown East; and (2) bolster valuation arguments it would seek to make in the event of any eminent domain proceeding to acquire Downtown East. 6. Minneapolis Ventures attempt to inflate the price for Downtown East, in

either a negotiation or eminent domain proceeding, depends on its claim that it can construct a private commercial real estate development on the Public Plaza covered by the Use Agreement. But as Minneapolis Venture knew when it purchased the property in 2007, development was only intended on the northwest portion of the property, across the light rail tracks from the Public Plaza. Minneapolis Venture committed, when it purchased the property, to construct such a development within 18 months (a deadline it failed to meet). That development could not possibly have included the Public Plaza, since at that time the initial term of the Use Agreement had six more years to run. In addition, the parking ramp at Downtown East had been constructed for development only on the northwest portion. The northwest portion of the ramp is constructed to bear far more weight than the southeast portion underneath the Public Plaza.

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7.

The MSFA is entitled to a declaration requiring Minneapolis Venture to

negotiate in good faith an extension of the Use Agreement for the lifetime of the new sports arena to be constructed on the site of the Metrodome. BACKGROUND FACTS 8. 9. The MSFA restates and re-alleges each of the Paragraphs of its Answer. The property currently known as Downtown East was acquired by the

MCDA in 2001, for the purpose of constructing an underground parking ramp, providing land for the Hiawatha Line light rail transit project, including a station on the Hiawatha Line, and for construction of the Public Plaza on the southeast portion of the property. The MCDA also contemplated possible construction of transit-oriented development on the northwest portion of the Downtown East property, but not on the Public Plaza. 10. The Public Plaza was constructed on the southeast portion of the

Downtown East property with the intention that it would remain open space, to be used for Metrodome site events, to provide necessary access to the Hiawatha Line light rail station, and for other purposes. 11. As part of the development of the Public Plaza as an aesthetically pleasing

open public space, a significant piece of artwork, the Seven Seas sculpture, was publicly commissioned to adorn the Public Plaza. The Seven Seas sculpture, which is located in the Public Plaza, also serves a structural purpose, providing support for a portion of the roof of the light rail station at Downtown East. The construction of the Seven Seas on the Public Plaza is further evidence that the MCDA intended the Public

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Plaza to remain as a permanent public space, for purposes, among others, of the light rail station and events at the site of the Metrodome. 12. In addition, the MCDA and the Commission, the MSFAs predecessor

public body, agreed that the Commission would construct Concession Facilities on the Public Plaza for use during events at the Metrodome site. 13. Based on the understanding that the Public Plaza would remain as

permanent open space, the MCDA and the Commission entered into negotiations for the Use Agreement. 14. The MCDA and the Commission entered into a preliminary Letter

Agreement dated March 26, 2001, stating their intent to reach a more permanent Use Agreement. A copy of the Letter Agreement is attached hereto as Exhibit 1. The Letter Agreement confirms the intent of the MCDA and Commission to use the Public Plaza as an aesthetically pleasing public entrance and a public amenity, and to provide an open and inviting public space. 15. The final Use Agreement was entered into on September 17, 2003.

Paragraph 2 of the Use Agreement provides as follows: 2. Term of Use and Right of Entry. The Commission shall have the right to use the Concession Facilities and associated portions of the Premises beginning upon substantial completion of the Concession Facilities currently anticipated to occur in August 2003, and to schedule and hold Metrodome Events upon the Premises as described herein for a 10-year period beginning upon substantial completion of the Premises currently anticipated to occur in October 2003, and ending October 31, 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. However, the MCDA and Commission agree to negotiate in good faith the right to extend this Agreement to use the Concession

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Facilities and Premises so long as the Metrodome continues to be operated as a sports arena. Further, the Commission or MCDA may terminate this Agreement upon not less than 30 days prior written notice at any time in the event the Metrodome is no longer being operated as a sports arena for regularly scheduled college or professional sports, and the MCDA also may terminate this Agreement if the Commission or any successor public agency ceases to survive as a legal entity. Upon expiration or earlier termination of this Agreement, the Commission shall promptly remove its trade fixtures and personal property from the Public Plaza and title to the Concession Facilities shall vest in the MCDA. 16. At the time Minneapolis Venture purchased Downtown East in 2007, it was

specifically aware of the existence of the Use Agreement. Minneapolis Venture knew and intended that it would be bound by the terms of the Use Agreement. 17. On November 30, 2004, the MCDA conveyed the Downtown East property

to the City of Minneapolis, subject to the Use Agreement. 18. On October 25, 2007, the City of Minneapolis and the Commission entered

into a Memorandum of Use Agreement and Right of Entry (Memorandum), a copy of which is attached here to as Exhibit 2. The Memorandum acknowledged that [t]he City and the Commission wish to give notice of the existence of the Use Agreement, to incorporate it by reference into the Memorandum, and to agree that the rights, benefits and burdens created by the Use Agreement shall constitute covenants running with the Property and be binding upon the City and Commission and their respective successors and assigns. 19. The Memorandum was recorded with the office of the Registrar of Titles of

Hennepin County, Minnesota on or about November 2, 2007, as Document No. 4441926.

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20.

On October 26, 2007, the City of Minneapolis (which had acquired the

Downtown East property from the MCDA), sold the Downtown East property to Alatus Management LLC. On information and belief, Minneapolis Venture is the successor to of Alatus Management LLC and is subject to the legal obligation undertaken by Alatus Management LLC regarding the Downtown East property. 21. As part of the purchase transaction, Alatus Management LLC agreed to

assume and be bound by the Use Agreement. 22. The MSFA was created by Minn. Stat. Ch. 473J, in 2012. Minn. Stat.

473J.25, subd. 2 provides that all of the remaining assets, liabilities, and obligations of the Commission shall be transferred to the MSFA. 23. The rights, liabilities and obligations conferred by the Use Agreement are

among the assets, liabilities and obligations transferred from the Commission to the MSFA, pursuant to resolutions duly passed by both the Commission and the MSFA, on or about August 3, 2012. 24. Paragraph 2 of the Use Agreement provides that the parties agree to

negotiate in good faith the right to extend this Agreement so long as the Metrodome continues to be operated as a sports arena. The term Metrodome is defined in the agreement as the Hubert H. Humphrey Metrodome Sports Center. The term Hubert H. Humphrey Metrodome Sports Center, as used in the Use Agreement, includes not only the existing stadium, but also the real estate upon which the stadium is located. 25. The term Metrodome, as defined in Minn. Stat. 473.551, subd. 9,

includes all real estate upon which the Metrodome stadium is built.

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26.

Pursuant to Minn. Stat. Ch. 473J, the MSFA is responsible for providing for

the construction, financing and long-term use of a stadium and related stadium infrastructure on the real estate which is currently the site of the Metrodome stadium. 27. As defined in the Use Agreement, the term Hubert H. Humphrey

Metrodome Sports Center or Metrodome includes a new sports arena stadium constructed on the real estate which is part of the defined term Metrodome. 28. The intent of the original parties to the Use Agreement, the MCDA and the

Commission, was that the Use Agreement could and would be extended in the event a new stadium was constructed on the site of the current Metrodome stadium. 29. The obligations of the current owner of Downtown East, Minneapolis

Venture, and the rights of the MSFA under the Use Agreement apply in the event of the construction of a new stadium on the current site of the Metrodome sports arena. 30. The current dispute regarding the Use Agreement has arisen because

Minneapolis Venture seeks additional leverage in negotiations for the sale of Downtown East to the MSFA. Minneapolis Venture raised no issue regarding the Use Agreement until the summer of 2013, at a point when Minneapolis Venture was seeking a price for Downtown East far in excess of its appraised value. 31. In addition, Minneapolis Venture has undertaken to create the current

dispute in anticipation of a possible future eminent domain action, under which the MSFA would seek to acquire Downtown East. In such an action, Minneapolis Venture plans to try to inflate the value of Downtown East by contending that the Public Plaza would be a site for a commercial development. To make that argument, Minneapolis

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Venture would have to terminate the Use Agreement, which would otherwise prevent such a development. 32. When Alatus Management LLC purchased the Downtown East property in

2007, it committed to the City of Minneapolis to construct transit-oriented development on the site, commencing within 18 months of the purchase. At that time, such development could only have been intended for the northwest portion of the property, since the southeast portion (the Public Plaza) was undisputedly subject to the Use Agreement through October 31, 2013. 33. Alatus Management LLC and Minneapolis Venture have not met this

development commitment in the six years since Alatus Management LLC purchased the property. They have sought extensions of the deadline for the development commitment from the City of Minneapolis. But in a future eminent domain proceeding, if one is commenced, Minneapolis Venture would attempt to obtain compensation for the hypothetical development potential of the Public Plaza, even though it has never been able to actually develop anything, even on the northwest corner of the site, which was intended for development. 34. Although Minneapolis Venture now seeks a price for the Downtown East

property far in excess of the appraised value, it has recently obtained a reduction in the valuation of the property for property tax purposes. Minneapolis Venture appealed the assessment of Downtown East to the City of Minneapolis, seeking a reduced valuation for several tax years. In 2011, the parties settled that dispute, with an agreement to reduce the assessed value of the entire Downtown East property to approximately $4.5

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million. This valuation was reduced after Minneapolis Venture contended that the original assessment overstated the value of the property. 35. The dispute over the extension of the Use Agreement is a genuine dispute,

but the underlying reason for Minneapolis Venture taking the position that the Use Agreement should be terminated is its attempt to greatly inflate the price it would receive for Downtown East in either a negotiated purchase or a future eminent domain action. The true intent of the original parties to the Use Agreement, which is binding upon their current successors, was that the Public Plaza would remain an open, public space, and that it would be available for events at the adjacent sports arena for as long as the Metrodome site was used as a sports arena. COUNT I: DECLARATORY JUDGMENT 36. The MSFA restates and re-alleges Paragraphs 1 through 35 of this

Counterclaim. 37. The MSFA and Minneapolis Venture have a genuine and present justiciable

controversy about the respective rights and obligations under the Use Agreement, the parties have taken adverse positions on the issue, and the court is capable of granting relief in the form of a declaratory judgment pursuant to Minn. Stat. Ch. 555. 38. The MSFA is entitled to a declaration of the Court that: a. The MSFA and Minneapolis Venture, as successors to the original

parties to the Use Agreement, are currently parties to and bound by the obligations of the Use Agreement;

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b.

The obligations of the Use Agreement continue in the event that a

new sports arena is constructed on the current site of the Metrodome stadium; c. The parties are obligated, under the terms of Paragraph 2 of the Use

Agreement, to negotiate in good faith the right to extend the Use Agreement so long as the current site of the Metrodome stadium continues to be operated as a sports arena. WHEREFORE, the MSFA requests judgment as follows: 1. 2. Dismissing Plaintiffs Complaint with prejudice; Granting the MSFA a declaratory judgment as follows: a. The MSFA and Minneapolis Venture, as successors to the original

parties to the Use Agreement, are currently parties to and bound by the obligations of the Use Agreement; b. The obligations of the Use Agreement continue in the event that a

new sports arena is constructed on the current site of the Metrodome stadium; c. The parties are obligated, under the terms of Paragraph 2 of the Use

Agreement, to negotiate in good faith the right to extend the Use Agreement so long as the current site of the Metrodome stadium continues to be operated as a sports arena. 3. 4. For its costs and disbursements incurred herein; and For such other relief as the Court deems just and proper.

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Dated: August 30, 2013

DORSEY & WHITNEY LLP By s/David Y. Trevor David Y. Trevor (#0152997) Erin Davenport (#0388845) 50 South Sixth Street, Suite 1500 Minneapolis, MN 55402-1498 Telephone: (612) 340-2600 Facsimile: (612) 340-2868 Attorneys for Defendant Minnesota Sports Facilities Authority

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ACKNOWLEDGEMENT Pursuant to Minn. Stat. 549.211, subd. 1, the undersigned hereby acknowledges that costs, disbursements and reasonable attorneys and witness fees may be awarded to the opposing party or parties pursuant to Minn. Stat. 549.211, subd. 2.

s/David Y. Trevor David Y. Trevor

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27-CV-13-15247

Filed in Fourth Judicial District Court 8/30/2013 10:46:22 AM Hennepin County Civil, MN

LETTER AGREEMENT FOR THE FUTURE USE OF TilE PUBLIC PLAZA TO BE LOCATED ON THE DOWNTOWN EAST LRT STATION SITE
day Of ryYkp_rA-% 2001 by THIS AGREEMENT is entered into this and between the MINNEAPOLIS COMMUNITY DEVELOPMENT AGENCY ("MCDA") and the METROPOLITAN SPORTS FACILITIES COMMISSION("Commissiorf'). WHEREAS, the MCDA is the fee owner of that certain real property located at County, 701 Fourth Street South and 424 Chicago Avenue South, Minneapolis, Hennepin Minnesota (herein called the "MCDA Property"); and WHEREAS, the MCDA acquired the MCDA Property in order to assist the Metropolitan Council in the acquisition and development of the Hiawatha LRT Project by prqviding a location for a downtown LRT line and station site (the "LRT Line and Station") and transit-oriented development, including a public parking ramp, a public plaza and a commerciallretail building (the "Transit Oriented Development"); and WHEREAS, the MCDA and the Commission have entered into that certain Letter Agreement for the Acquisition and Development of the Downtown East LRT Station Site to be located on the MCDA Property, dated December 1, 2000 (the "Letter Agreement"); and WHEREAS, pursuant to the Letter Agreement, the MCDA and the Commission have agreed to enter into this Agreement in order to define the terms for the Commission's future use for Metrodome-related events of the new public plaza to be built on the MCDA Property (the "Public Plaza"); and WHEREAS, the Federal Transit Administration (the "FTA") is providing the MCDA with S1,500,000.00 in order to acquire the MCDA Property for the. development of the Public Plaza; and . . . . WHEREAS, the MCDA and the PTA have or will enter into that certain Interagency Agreement for Pass* Through of Congestion Mitigation and Air Quality Funds (the "CMAQ Agreement") for the transfer of federal funds from the FTA to the MCDA and for the imposition of certain federal rules, requirements and approvals regarding the development and use of the . Public Plaza (the "CMAQ Requirements"); and WHEREAS, this Agreement and any other agreement regarding the Commission's use of the Public Plaza shall be subject to the approval of and governed by the FTA and the CMAQ Requirements, including any modifications, changes and restrictions that the FTA may impose upon this Agreement, the MCDA and the Commission; and WHEREAS, the M.CDA believes that the Commission's use of the Public Plaza for Metrodome related events is consistent with the purposes of the Public Plaza;

RJA\LRnOOWNTOWN EAST STATION\ LTR AGRMF - FUTURE USE PUBLIC PLAZA MARCH 13, 2001

EXHIBIT 1

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NOW, THEREFORE,

the parties hereto agree as follows:

SECTION 1. SCOPE OF AGREEMENT This Agreement is intended to set forth: (i) the terms and conditions upon which the Commission may use, in the future, a new Public Plaza to be built on the MCDA Property for Metrodomerelated events; and (ii) the actions and agreements between the parties that will be necessary to memorialize and consummate the transactions agreed to by this Agreement. SECTION 2. PUBLIC PLAZA The MCDA intends to build a Public Plaza on the MCDA Property as part of the Transit Oriented Development in conjunction with the development of the LRT Line and Station on the MCDA Property. The Public Plaza will be located approximately in that area of the MCDA Property as depicted on Exhibit A attached hereto (the "Public Plaza"). The Public Plaza will provide anaesthetically pleasing public entrance and a public amenity to unify the LRT Line and Station and the Transit Oriented Development. SECTION 3. DESIGN REVIEW The MCDA, the City of Minneapolis (the "City"),, the Metropolitan Council (the "Council") and the Commission shall undertake ajoint cooperative effort in the design and review of the public parking ramp. and Public Plaza to be built on the MCDA Property. The Commission may make recommendations for the design of the Public Plaza and public parking ramp and shall be given an opportunity to locate on the Public Plaza or within the public parking ramp, a building for food and beverage service and restrooms, provided that such building is designed, built and operated at the sole cost and expense of the Commission and approved by the MCDA, City, Council and FTA. The Commission may make comments regarding the design and may contribute money and other considerations, as may be agreed upon by the parties, towards the design and building of the public parking ramp and the Public Plaza. SECTION 4. PLAZA IMPROVEMENTS The MCDA shall provide no less than $1,000,000.00 (the "Plaza Funds") towards the cost of constructing the Public Plaza. The type of improvements planned for the Public Plaza are intended to provide an open and inviting public space that will match the design elements of the LRT Line and Station and the Transit Oriented Development, and provide for multiple-use activities. The MCDA, subject to the approval of the FTA, Council and the City, may spend a portion of the Plaza Funds (not needed for the design and construction of the Public Plaza) for improvements upon the Public Plaza, which will serve the Commission's use of the Public Plaza for Metrodome related events.

RJA\LRT\DOWNTOWN EAST STATION\ LTR AGRMT PUTURE USE PUBLIC PLAZA MARCH 13,2001 .

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SECTION 5. USE AGREEMENT The MCDA and the Commission shall negotiate and enter into a Use Agreement substantially in the form of Exhibit B attached hereto, no later than 30 days prior to the completion of construction of the Public Plaza or 90 days prior to the date when the Commission wants to hold their first Metrodome related event on the Public Plaza, whichever is later. The Use Agreement shall set forth the terms and conditions by which the Commission may use the Public Plaza. SECTION 6. GOVERNING BODY APPROVAL
party hereto, hereby authorizes its respective staffs to enter into this The governing body of each Agreement and to proceed with the negotiation, preparation and execution of the appropriate contracts and agreements necessary and required to consummate the transactions contemplated in this Agreement and consistent with this Agreement, and to fulfill the obligations and conditions required by said contracts and agreements.

SECTION 7. AGREEMENTS VOIDABLE This Agreement shall become null and void upon the earlier to occur of (i) the failure of the parties hereto to enter into the Use Agreement by December 31, 2004; or (ii) the date when the 5 herein. parties hereto enter into the Use Agreement as requited by Section SECTIONS. EFFECTIVE PERIOD in effect for the period from the date of full execution through the This Agreement shall be earlier of (i) the date when the parties hereto enter into the Use Agreement contemplated herein, which such agreement shall supercede this Agreement; or (ii) December 31, 2004, pursuant to Section 14 of the Letter Agreement. SECTION 9. NOTICES Notices shall be delivered. in writing by U.S. first class mail or hand delivered as follows: To the MCDA: 105 5th Avenue South, Suite 200 Minneapolis, MN 55401-2534 Attn: Executive Director 900 South Fifth Street Minneapolis, Minnesota 55415 Attn: Executive Director

To the Commission:

SECTION 10, MODIFICATION All modifications or amendments to this Agreement will be in writing signed by all the parties hereto. -

PJA\LRI\DOWNTOWN EAST STATION\ LTR AGRMT - FUTURE USE PUBLIC PLAZA MARCH 13,2001

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SECTION 11. COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which shall constitute one and the same instrument. SECTION 12. CHOICE OF LAW This Agreement shall be interpreted under the laws of the State of Minnesota. SECTION 13.. TIME Time is of the essence in the performance of the obligations contemplated by this Agreement. IN WITNESS WHEREOF, the undersigned representative of the parties hereto, respectively, have executed this Agreement as of the day, month and year first written above. MINNEAPOLIS COMMUNITY DEVELOPMENT AGENCY.

By Keth Ford, Deputy Executive Director Approved as to form:

Assistant velopment Counsel

(Signature page for Letter Agreement for the Future Use of the Public Plaza to be Located on the Downtown East LRT Station Site)
RIALR1\1)0WNT0WN FAST STATIOM Liii. AGRMT - FUTURE USE PUBLIC PLAZA MARCH 13. 2001

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MIETROPOL1TAN SPORTS FACILITIES COMMISSION

By: Its

By it

[Signature page to Letter Agreement for the Future Use of the Public Plaza to be Located on the Downtown East LRT Station Site]:

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EXHIBIT B

,,

USE AGREEMENT AND RIGHT OF ENTRY

- Metrodome Related Events) (Downtown East LRT Site Public Plaza day of____________ 200 by and between the THIS AGREEMENT, made this a public body corporate and politic under the laws Minneapolis Community Development Agency, Metropolitan Sports Facilities Commission, a political of Minnesota (hereinafter "MCDA"), and the subdivision of the State of Minnesota organized pursuant to Minnesota Statutes, Section 473.551 et. seq. (hereinafter "Commission"). WHEREAS, the MCDA is the fee owner of certain real property located on the block between Park Avenue South, Fourth Street South, Chicago Avenue South and Fifth Street South, known as 701 Fourth Street South and 424 Chicago Avenue South, Minneapolis, Minnesota (hereinafter "MCDA Property"); and WHEREAS, the Commission is the owner and operator of the Hubert H. Humphrey Metrodome Sports Center .(the "Metrodome"), Ibeated across Chicago Avenue from the MCDA Property; and
WHEREAS, the Commission desires to enter onto that portion of the MCDA Property known as the Public Plaza and depicted on Exhibit A, attached hereto, from time to time in order to hold Metrodome related events; and

WHEREAS, the MCDA has agreed to permit the Commission to hold Metrodome related events, from time to time, on that portion of the Public Plaza depicted on Exhibit B, attached hereto (the "Premises"), subject to the terms and conditions of this Agreement; and
WHEREAS, the Federal Transit Administration (the "PTA") is providing the MCDA with $ 1,500,000.00 in order to acquire the MCDA Property for the development of the Public Plaza; and

WHEREAS, the MCDA and the PTA have or will enter into that certain Interagency Agreement for Pass-Through of Congestion Mitigation and Air Quality Funds (the "CMAQ Agreement") for the transfer of federal funds from the FTA to the MCDA and for the imposition of certain federal rules, requirements and approvals regarding the development and use of the Public, Plaza (the "CMAQ Requirements"); and WHEREAS, this Agreement and the Commissions use of the Public Plaza and Premises shall be subject to the approval of and governed by the FTA and the CMAQ Requirements, including any modifications, changes and restrictions that the PTA may impose upon this Agreement, the MCDA and the Commission; and -

RJARTUDOWNTOWN EAST STAT!ON\ LTR AGRM FUTURE USE PUBLIC PLAZA MARCH 13, 2001

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WHEREAS, the MCDA believes that the Commission's use of the Public Plaza and Premises is consistent with the purposes of the Public Plaza; NOW, THEREFORE, in consideration of the mutual promises of the parties contained herein, the parties hereto agree as follows: 1. Use and Right of Entry. The MCDA hereby authorizes the Commission and its employees, agents, contractors or invitees to enter upon the Premises from time to time for the following purposes; and the Commission specifically agrees that its conduct shall be limited to those purposes only: (a) Metrodome Related Events. During the term of this Agreement, the Commission is permitted to use the Premises, from time to time, for Metrodoine related events as approved by the MCDA herein (the "Metrodome Events"). The Metrodome Events will consist of any pre-event, event-time and post event outdoor-oriented and hospitality tent-oriented activities scheduled by or through the Commission or any Of its key tenants to enhance the Metrodome experience for patrons in conjunction with events held at the Metrodome. The Commission shall not use or hold any Metrodome Event on the Premises without the prior written approval of the MCDA. As of the date of this Agreement, the MCDA has approved the schedule of Metrodorne Events as listed on Exhibit B-200, attached hereto and incorporated herein, to be held by the Commission on the Premises during the initial calendar year of this Agreement. By of each year during the term of this Agreement, the Commission shall submit to the MCDA, for MCDA approval, a proposed schedule of Metrodome Events for the next calendar year. The MCDA shall have thirty (30) days after receipt of a proposed schedule of Metrodome Events to approve, in whole or in part, the next year's Metrodome Events. The MCDA shall make reasonable efforts to accommodate the proposed schedule of Metrodome Events, and will guarantee priority preference to Vikings, Gophers and Twins related events. Upon approval of the next year's Metrodome Events, a new Exhibit B-200, shall be attached hereto and incorporated herein. The. Commission may, at any time, add additional Metrodome Events to the current schedule of Metrodome Events upon the prior written approval of the MCDA. Permits and Approvals. The Commission shall secure, at its sole cost, all permits, licenses and approvals necessary and required for each of the Metrodome Events to be held on the Premises. No Liens or Encumbrances. The Commission, in its use of the Premises, shall not permit or grant any security interest in, or create or allow to exist, any liens, charges or encumbrances in or to the Premises. Applicable Laws. The Commission shall comply with all applicable federal, state and local laws, ordinances and regulations in the use of the Premises.

(b)

(c)

(d)

R3ALRTDOWNTOWN EAST STATION\ LTR AGRIVrF - FUTURE USE PUBLIC PLAZA MARCH 13,2001

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(e)

Hazardous Waste. The Commission, in its use of the Premises, shall not, nor of, place or cause to be, nor allow any other person to deposit, store, dispose otherwise locate or allow to be located on or within the Premises,any hazardous substances, hazardous wastes, pollutants or contaminants, including petroleumbased products, as those terms are defmed under any federal, State of Minnesota or local statute, ordinance, code or regulation, except such hazardous substances as are ordinarily used in and necessary for the Metrodome Events, provided that such use is in accordance with all applicable laws, and that in the event any such hazardous substances are found on or within the Premises, arising out of the use of the Premises for a Metrodome Event, the Commission shall indemnify the MCDA as provided in Section 4 herein, subject to no statutory or insurance limitations. Event Setup and Takedown. The Commission shall be allowed up to 24 hours before a Metro dome Events start time in which to make on-Premises preparations and setup, and shall have24 hours after a Metrodome Events end time in which to take down any equipment, tents, trailers, tables, seating, etc. used for the Metrodome Events and clean up the Premises. In undertaking the setup or takedown activities for or holding any Metrodome Events, the Commission, its employees, agents and contractors shall not do anything that will unduly interfere with or disrupt or impede the MCDAs use and possession of the MCDA Property or with the LRT Line and Station and the Transit Oriented Development operations Fees and Costs. The Commission shall pay a fee to the MCDA for the use of the Premises for each Metrodome Event. The fee shall be the negotiated fee as shown on the Schedule of Metrodome Events approved and applicable to the specific Metrodome Event. On the first (1st) day of each month during the term of this Agreement, the Commission shall pay to the MCDA the amount of all fees for all Metrodome Events to be held in the then current month. The Commission will be responsible for the cost of all serviceS, equipment, labor and materials used in conducting the Metrodome Events on the Premises. Maintenance in Lieu of Fees. The Commission may choose to forego paying the Section 1(g) fee for Metrodome Events for any calendar year during the term hereof, by agreeing to undertake and pay the costs of maintaining the Public Plaza grounds during the corresponding calendar year. The Commission shall notify the MCDA by September 1 of the preceding year of their election to undertake and pay the costs of maintenance in-lieu of fees for the subsequent year. Upon such election the Commission and the MCDA shall have determined the maintenance level and schedule. In undertaking maintenance in lieu of fees, the Commission shall not be responsible for the maintenance and clean-up for any non-Metrodome Event officially scheduled to be held on the Public Plaza or the Premises. Security. The Commission shall provide or shall require its agents, contractors or tenants to provide the appropriate level of security for all Metrodome Events

(f)

(g) (

(h)

(i)

ET STAO1 LTR AG11T - FUTURE USE PUBLIC PLAZA MARCH 13, 2001

27-CV-13-15247

and shall maintain safe crowd control. The Commission and its employees, agents, contractors and invitees shall conduct their activities on the Premises in an orderly and lawful manner. (j) Alcohol Use. The Commission may permit the use of alcohol at Metrodome Events, subject to (i) obtaining the required permits; (ii) providing appropriate security; and (iii) providing dram shop insurance. Prohibited Activities. The Commission shall not use the Premises in any manner that violates any federal, state or local law, statute, or ordinance, which includes illegal discrimination, pornography, gambling or drug related activities; provided, however, that Commission shall not be in default of this Agreement as a result of illegal activities on the Premises during Metrodome Events if the Commission is diligently pursuing all reasonable actions to prohibit such illegal activities.

(k)

2.

Term of Use and Right of Entry.The Commission shall have the right to schedule and hold Metrodome Events upon the Premises as described herein for a 10-year period after beginning ___, 20--, and ending _____720 which time the right of the Commission to schedule and hold Metrodome Events on the Premises shall terminate. The MCDA and the Commission may mutually agree in writing to extend this Agreement or enter into a new agreement for a nonexclusive license to use the Premises. The Commission shall defend, protect, indemnify and Hold Harmless and Indemnity. save the MCDA, its agents, officers and employees, harmless from and against any and all liabilities, losses, damages, costs and expenses, including reasonable attorney's fees, from any act or negligence of Commission, its officers, employees, agents, servants, contractors, or invitees, arising out of the Metrodome Events as related to the Premises, except for the negligent or intentional torts of the MCDA. The extent of the Commission's liability hereunder is limited by Minnesota Statutes, Section 466, and the 5 herein. insurance policy as described in Section Insurance. A. Commission's Insurance. The Commission shall maintain general liability insurance, including personal injury liability coverage, applying to the Commission's use of the Premises. The Commission shall name the MCDA as an additional insured under the policy, and will provide proof of such liability insurance at the time it executes this Agreement. The Commission or its contractors shall provide dram shop insurance at all Metrodome Events where alcoholic beverages are to be served on the Premises. Tenant's, Vendor's and Contractor's Insurance. The Commission shall require its tenants, vendors, contractors and other third parties who use the Premises in conjunction with Metrodome Events to provide workers' compensation insurance coverage for all employees working on the Premises to the extent that 4

3. (

4.

B.

RJA\LIU'DOWNTOWN EAST STATION\ LTR A(3RMT - FUTURE USE PUBLIC PLAZA MARCH 13, 2001

27-CV-13-15247

such insurance is required by law. The Commission shall also require such parties to maintain general liability insurance and, if motor vehicles will be utilized in connection with a party's use of the Premises, automobile liability coverage, each with limits of at least $1,000,000; and said liability policy(ies) shall name the MCDA as an additional insured. The MCDA shall be provided with a copy of the insurance certificate prior to any entry upon the Premises. Such copy may be provided to the MCDA by telefax, and the MCDA shall provide the Commission with a telefax number for such purpose.
5. Condition of Premises.During any Metrodome Event, the Commission shall keep or require its tenants to keep the Premises in neat, clean and safe condition. The Commission agrees not to make any improvements on the Premises without the prior written approval of the MCDA. The Commission further agrees to promptly repair or replace, at the Commission's sole cost and expense, any damaged improvements after each Metrodome Event. The MCDA shall give the Commission 180 days notice before the MCDA makes any improvements on the Premises that will require the Commission to modify its use of the Premises as granted herein. Coordination. The Commission shall coordinate its use and entry on the Premises and the Schedule of Metrodome Events with the MCDA's Project Coordinator, , and with the MCDA's Interim Property at 612673, at 612.-673..______ Management Department Manager, Defaults and Remedies.

6.

7, (

(a)

Defaults. The Commission shall be in default of this Agreement upon the following events: (i) failure to pay when due any payment required to be made under this Agreement; (ii) failure to perform or observe any condition or term required to be performed or observed under this Agreement; (iii) the termination of the Commission as a legal entity; or (iv) termination of the Metrodome as a sports arena. Notice. Upon the occurrence of one of the events of default specified in Section 8(a) herein, the MCDA shall give written notice to the Commission specifying: (i) the event of default; (ii) the action required to cure the event; (iii) a date not less than 30 days for monetary defaults and 60 days for nonmonetary defaults from the date the notice is mailed to the Commission by which such default must be cured (provided that if a non-monetary default cannot reasonably be cured within 60 days, the Commission shall have up to an additional 60 days, if necessary, to cure the default); and (iv) that failure to cure such default on or before the date specified in the notice may result in the MCDA exercising one or more of the remedies listed in Section 8(c) herein. Remedies. Upon the occurrence of any event of default as defined in Section 8(a) herein, and notice as provided in Section 8(b) herein, the MCDA, at its option, in addition to any other remedies to which it might by law be entitled to, shall have the right to do one or more of the following: (i) to cancel this

(b)

(c)

BJA\LRI'D0WNT0WN EAST STATION\ LII AGRMT - FUTURE USE PUBLIC PLAZA MARCH 13, 2001

27-CV-13-15247

Agreement; (ii) to terminate the Commission's use of and right of entry to the Premises as granted herein; (iii) to bring appropriate action to enforce such performance or observance and the correction of such failure or default; (iv) to declare the entire unpaid payments due and payable hereunder, immediately due and payable without presentment, demand, protest, notice of dishonor or any other notice; (v) to suspend the MCDA's performance under this Agreement and the Commission's rights to use and enter the Premises during the continuance of the event of default. (d) Remedies Not Exclusive. No right or remedy by this Agreement or by any document or instrument delivered by the Commission pursuant hereto, conferred upon or reserved to the MCDA shall be or is intended to be exclusive of any other right or remedy, and each and every right and remedy shall be cumulative and in addition to any other right or remedy now or hereafter existing at law or in equity or by statute. Waiver; Forbearance. Except as the MCDA may hereafter otherwise agree in writing, no waiver by the MCDA of any breach or default of the Commission, of any of its obligations, agreements or covenants under this Agreement shall be deemed to be a waiver of any subsequent breach of the same, or any other obligation, agreement or covenants under this Agreement, nor shall any forbearance - by the MCDA to seek a remedy for such breach be deemed a waiver of its rights and remedies with respect to such breach, nor shall the MCDA be deemed to have waived any of its rights and remedies unless it be in writing and executed with the same formality as this Agreement.

(e)

8.

Miscellaneous.

(a)

Notices. All notices provided for herein shall be in writing and shall be deemed to have been given when delivered personally or when deposited in the United States mail, registered or certified, postage prepaid, addressed as follows: South Fifth Street To the Commission: 900 Minneapolis, Minnesota 55415 Attn: Executive Director To the MCDA: Minneapolis Community Development Agency 105 Fifth Avenue South Minneapolis, Minnesota 55401-2534 - Attention: Executive Director

(b) (c)

Governing Law. This Agreement may be construed and enforced according to and governed by the laws of the State of Minnesota. Counterparts. This Agreement may be executed in any number of counterparts, all of which shall constitute a single agreement, any one of which bearing -original. sigmttures of all parties shall be deemed an 6

RJA\LRnDOWNTOWN EAST STATION\ LTR AGRMT - FUTURE USE PUBLIC PLAZA MARCH 13, 2001

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(d) (e)

Time. Timeis ofthe essence in the performance of this Agreement. Entire Agreement. This Agreement contains the entire agreement of the parties hereto on the matters covered herein. No other agreement, statement or promises made by any party or- by any employees, officer, or agent of any party hereto that is not in writing and signed by all the parties to this Agreement shall be binding.

9.

Entry. The grant of this Use and Right of Entry to the Scope of Use and Right of Conmtission by the MCDA shall be nonassignable and not confer any estate, title, nor exclusive possessory rights in the Premises to the Commission, and may be terminated for cause as provided in Section 7 herein, provided that the provisions of Section 3 herein shall survive termination of this Use Agreement and Right of Entry.
the parties hereto have executed this Agreement as of the day and

IN WETNESS WHEREOF, year first written above.

MINNEAPOLIS COMMUNITY DEVELOP]4E1T AGENCY

By____________________________ Its Director of Administrative Services Approved as to form:

Assistant Development Cthinsel /

(Signature page to Use Agreement and Right of Entry)

RJA\LRI\DOWNTOWN EAST STATIOB\ LTR AGRMT FUTURE USE PUBLIC PLAZA MARCH 13,2001

27-CV-13-15247

METROPOLITAN SPORTS FACJLITJES COMMISSION

By_____________________________ Its By Its

(Signature page to Use Agreement and Right of Entry)

PJA\LRTU)OWNTOWN EAST STATION\ LTR AGRMT FUTURE USE PUBLIC PLAZA MARCH 13, 2001

27-CV-13-15247

EXHIBIT B.-200_

SCHEDULE OF PERMITTED EVENTS FOR THE YEAR 20

Date of Event

Event Name

Event Time

Fee

RJALRTD0WN1DWN EAST STATION\ LTP. AGEAIT - FUTURE USE PUBLIC PLAZA MARCH 33, 2001

27-CV-13-15247

Filed in Fourth Judicial District Court 8/30/2013 10:46:22 AM Hennepin County Civil, MN

Doc No 4441926 11/02/2007 09:00 AM Certified filed and or recorded on above date: Office of the Registrar of Titles Hennepin County, Minnesota Michael H. Cunniff, Registrar of Titles TransiD 353109 Cert New cert 1142778

Deputy 45 Fees $1.50 AF $10.50 STATEFEE $34.00 TDOC FEE $0.00 TSUR $46.00 Total

EXHIBIT 2

27-CV-13-15247

HENNEPIN COUNTY TAXPAYER SERVICES

TRANSFER ENTERED

MEMORANDUM OF USE AGREEMENT AND RIGHT OF ENTRY

This instrument (the "Memorandum") is made and entered into as of the of Dj'Vk 'ku- , 2007, by and between the City of Minneapolis, a Minnesota municipal corporation (the "City") and the Metropolitan Sports Facilities Commission, a Minnesota political subdivision organized pursuant to Minnesota Statutes Section 473.551 et. seq. (the "Commission"). RECITALS The City of Minneapolis is the current fee owner of certain real property located A. in Minneapolis, Minnesota legally described on Exhibit A (the "Property"), attached hereto, which has been developed with an underground public parking garage, public plaza and light rail transit station. The MCDA acquired the Property on March 23, 2001, as evidenced by the Quit B. Claim Deed dated March 19, 2001, and recorded March 26, 2001 as Document No. 3371655. After acquisition of the Property, the MCDA and the Commission entered into C. that certain Use Agreement and Right of Entry dated September 17, 2003 related to the Property, a copy of which is attached hereto as Exhibit B (the "Use Agreement"). On November 30, 2004, the MCDA conveyed the Property to the City, subject to D. the Use Agreement. E. The Use Agreement has not been filed against the Property.

Atay

Both the City and the Commission wish to clarify the status of the Commission's F. use of the Property. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the City and Commission agree as follows: 9 \ i
CADocusnenis and Ss'.krstinfLocat SeiUngs\Temporary Intent Hlcs'LK1 Memorandum of Use Agreeon1 C (10-22-07).doc

Commercial Partners Title, 110 200 South Sixth Street Minneapolis, MN 55402

tat

27-CV-13-15247

1.

Recitals. The recitals to this Memorandum are incorporated herein by reference.

2.
I

Acknowledgement of Use Agreement.

a. The City and the Commission wish to give notice of the existence of the Use Agreement. b. The terms and conditions of the Use Agreement are incorporated by reference under this Agreement, as if such terms were stated fully herein. c. Notwithstanding anything in the Use Agreement to the contrary, the City and Commission hereby acknowledge and agree that the rights, benefits and burdens created by the Use Agreement shall constitute covenants running with the Property and be binding upon the City and Commission and their respective successors and assigns. d. This Agreement may be executed in any number of counterparts, all of which shall constitute a single agreement, any one of which bearing signatures of all parties shall be deemed an original.

[REMAINDER OF PAGE LEFT BLANK]

C: Documents and Scuii,g risLnfLca Scttings\Temporury Inicrert Fes\OLKI F\Memoraudum of Usc Agreement C (10-22-07).doc

27-CV-13-15247

IN WITNESS WHEREOF, the parties have duly executed and delivered this Memorandum of Use Agreement and Right of Entry as of the date first above written.

CITY OF MINNEAPOLIS,
By

a Minnesota municipal corporation Responsible Department Head App vat:

JJ Patrick Born, Finance Officer

Charles T. Lutz Deputy Director CPED Approved as to form:

AssItt City A9orney STATE OF MINNESOTA) )ss COUNTY OF HENNEPIN) instrument was acknowledged before me on thisday of_____________ The ______ vUhe Finance Officer / City-wide Contract Administrator / City 2O7by &>/jt'c1c. a Purchasing _Agent (circle or strike) of the City of nnesota muripa1 corporation, on behalf of the municipal corporation.
DIANA L. SAENGER
COM. M #20267905 Notary Public State 01 Minnesota My Commission Expires 1/31 12010

c23

Notary Public

METROlJ

ETMS COMMISSION, a Minnesota public body

Its

STATE OF MINNESOTA) )ss COUNTY OF HENNEPIN) The foregoing instrument was acknowledged before me on this day of_________ 20_, by . ___., the , of the Metropolitan Sports Facilities Commission, a Minnesota public body, on behalf of the public body. Notary Public

C:cun,cnts and SettiDgsVucsa0Vocal Setings\Teniporury Internet Ft1es)LK30Mcrnorandum ofThe Agteetnentdoc

27-CV-13-15247

IN WITNESS WHEREOF, the parties have duly executed and delivered this Memorandum of Use Agreement and Right of Entry as of the date first above written.

CITY OF MINNEAPOLIS, By

a Minnesota municipal corporation Responsible Department Head Approval:

Patrick Born, Finance Officer Charles T. Lutz Deputy Director CPED Approved as to form:

Assistant City Attorney STATE OF MINNESOTA) )ss COUNTY OF IIENNEPrN) The foregoing instrument was acknowledged before me on this _day of______________ the Finance Officer/ City-wide Contract Administrator/ City 20, by Purchasing Agent (circle or strike) of the City of Minneapolis, a Minnesota municipal corporation, on behalf of the municipal corporation. Notary Public a Minnesota public body By Peggy Lu By William J. Lester, Executive Director STATE OF MINNESOTA )ss COUNTY OF HENNEPIN) day of_______________ The foregoing instrument was acknqtledged before me on this IrJ the j16ir 1)1 r&1( , of the Metropolitan Sports 20 (by Facilities Cfmission. a Minnesota public body, on behalf of ebliebody. This document was drafted by: Fabyanske, Westra, I-tars & Thomson, P.A. (KMF) 800 LaSalle Avenue, Suite 1900 Minneapolis, MN 55402 Attn: Kristin M. ciumefreddo

METROPOLITAN SPORTS FACILITIES COMMISSION,

AJ

DAV IDJ.LUNDA NOTARY PUBLIC MINNESOTA MY COMMISSION EXPIR ES JAN, 31. 2O 0

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Sc

siJ

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IF1!ojKC[?QSlcnisrryds.

&sniKLttZQ7) ta4o

.............................

27-CV-13-15247

This document was drafted by: Fabyanske, Westra, Hart & Thomson, P.A. (KMF) 800 LaSalle Avenue, Suite 1900 Minneapolis, MN 55402 Ann: Kristin M. Fiumefreddo

C\Doeumeiits and ScItinpWistiftMocal Sefling\Tempoy thvn Fies\OLKJ FMcmoraodum of Use Agitennt C (10-22-07).rioc

27-CV-13-15247

EXHIBIT A The Property Legal Description

5, 6, 7, 8, 9 and 10, Block 73; that part of the Southeasterly 6 feet of Seventh Avenue Lots 1, 2, 3, 4, vacated, lying between extensions across said strip of land of the Southwesterly line of said Lot 1 and the Northeasterly line of said Lot 10; all in Town of Minneapolis, Hennepin County, Minnesota.
Torrens Property Torrens Certificate No. 1142778

C:\Doeumcnand Sening stinfUxl Settings\Tcmporaiy 1ntenx 'OLKJFMcnanandum o(Usc Agaeen C(I0.22-07).doc

27-CV-13-15247

C:\Docuns and Seuings\krisiinNjical Seuings\Tcinporary Inrrat Fik\0IJ(1 FMemorandum of Use Agreencnl C (10-22-07).doc

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USE AGREEMENT AND RIGHT OF ENTRY (Downtown East LRT Site Public Plaza Metrodome Related Events)
THIS AGRtEME4T, made as of September 17, 2003 by and between the MinnerpoIis Community r)v!opnient Aenoy, a public body corporate and politic under the laws of Minnesola fhrtJrftr UCDA.) and the Metropolitan Sports Facilities Commission, e poiilieai subdMion of the State of Minnesota organized pursuanl to Minnesota Statutes, Sc,-ctiorl 473 551 ot, seq (hereinafter Commislon"). WHEREAS, the MODA is the foe owneror certain Veal properly located on the block boLwocp Park Avenue South, Fourth Street South, Kirby Puckett Place and Fifth Strct South, known as 701 Fourth street South and 424 Kirby Puckett Place. Minneapolis, Mlnnosnh (herelnaftor ftMCbA Property and WHEREAS, the Commission is th'e owner and operator of the Hubert H Humphrey Metrodome Sports Canter (the Metrodome), located access -Kirby Puckett Place from the MCDA Property; and

WHEREAS, the MCOA Property has been developed with a public plaza (tho'Public Plaza') and light rail trrisit station (the Tran;it Station') a depicieti on Exhibit_, attached hereto, end on underground public parking garage ("Parking Garage); and
WHEREAS, the Commission desires Co enter Qoto that portion of the Public Plaza dapictaci on ExhlbjLB atteched hereto (the "Preniises), in order to hold Metrodome related events end The MCDA has agreed to permit the Commission to hold Merodome related events. [rem time to lime, on the Premises, subject to ife terms and conditions of this Agreement; and
,

WHEREAS the Commission will be cesponsbIe under separate agreement with the MODA for the cost or construclion of a concession stand w 11 restrborns and related storage areas on the Prerrikies (1iio Concossion Fad ilies) for use In connecl-ion with us use of the Promises; and WH[REAS, the FcderI Transit Administration (the "TA) Is providing the MCDA With $1,500,000.00 Jr order to acquire the MCDA Property for the development of the Public Plaza; and WHEREAS, Inq MCDA and the FTA have or will pnter into that cortain !n1ora9ncy Arjreemnent for Pass-Through of Con9estion Mitigation and Air Quality Funds ([tie 'CMAO Agreeiionr') for the transfer of federal funds from the FTA to the MCDA and for the imposition of certain federal rules, requirements and appi ovals regarOng the development and use of the Public Picn (the "CMAO Requirements"); and WHEREAS, this Agrecnent and the omrnissions use of the Public Plaza and Premises shilI be subject to tha approval of and governed by the ETA -ind the CMAQ IeqLrireinculs, incIding any modiflcations, chnges and restrictions that the ETA may Impose upon this Agreement, the MCDA and the Commission; and

27-CV-13-15247

WHEREAS, tle MCOA befleves that 1h Commission's use of the Public Premises Is consislarit with thepurposes or the Public Plaza;

Plaza and

NOW, THEI FORE, In conside ration of the mutual promises of the parties contained herein. the partio h?reto agree as follow s;
The MCL)A hereby authorizes the Comhilsslon and its empIoyee, agns, contra ctors or lwftees toenter uponthe Promi se' s from time to time for the TaflowInj purposes; and the Commission specifically agrees That Its conduct slitI be limited to tIise purposes only: (o) fQflfeTtj1_Events. Duflng the term of This Agreement, the Commission is prmfltod to use -the Premises, from time to time, for MetrOdorn related everL as approved by the MCPA herein (the "Metrodome Events " ). The Metrodorne Eve nt.; will r,ns1st of any pre-evnt, event-time and post event ouldoor.orientd rnd hospitality tent-oriented activities thduled by or throtigh the CommissIon or the Minnosola Vikings, University of Minnesota, Minnsora Twins or other mJor avant usersof the Metrokiine (each, a Key Terianr) to enhance the Meirodorne experience for p&rons in conjunction with eve nts hold at the Metrodome. The commissionsh a ll not use or hold any MotrodomeEvent on the Preniist without the prior written approval of the MCDA,. As- of the date of this A Jrori1ent,the MCDA hes approved the schedule of Msbodome vents rin lls(d on LE~c03. attached hereto and Incorporated herein,to be held by the Commission on the Premises during the Inhial calendar year of this Agreement. During the term of thts Agreement the Commission shall submit to The MGDA the proposed schedule of Metrodome Events for each or tho Key Tenants for oath calendar year as soon as such schedule is avullable nnd (except for matters outside MCDA's reasonable control) the MCOA will guraritee priority preference for useor the Premises in rospect of KeyTenant events. The Coiimlsion will from fime to lirn submit to the MCDA, fort MCOA approval, any other Metrodome Events and the MCDA shall have thirty (30) days after reocript of such rrquest to approve, In whole or In part,the use of the Promises for such other Metronome Events, TheMCDA shall make reaonab1e efforts to accommodate the proposed schedule of such other Metrodorne Events. Upon approval of any Metrodome Even ts, a new c!iiJtQ shall be attached hereto and Incorpomted hereIn. The Commission may, at any time; add additional Mc'trodorne Evonis to the current schedule of Metrodornt3 Events upon the pikw written epproval of the MCDA The MCDA shall advise the Commission In wiitinj of any events it plans for the Public Plaza and will work with the Commission to ovold conflicts in schdulhig events on the Pubild Plaza orjjinFaijtles. Notwithstanding anything in this Agreement to the conlrc lty, the Commission shall have the sole rigid to use the Concession and porsonia) rdliies on the Promises and to keepand storegoods, equipment property therein at all times. This will include use of the Concession Facilities for e Mntrodomr'io Events beginning 'n April 2003, prior to thecomplction of th P(erni,s &i, or other parts of the P-jblic Plaza. The Commission may upon request of MUDA also provide conccsicn service for other , activities on the Public Pkmza on the eme basis e the services are provided for Metrodome Events The Cori'rm1ision shall kuop and maintain the Concession Facilities In good order imd

(b)

27-CV-13-15247
,i - 4 j -

uw Juc ui.iu rri

rItIKUl -'UL!TAN S(JtiS FACt

FAX NO. 6123328334

P. 44

xriclition and shall use reasonable efforts to secure them fom use by any other piirs except In connection with Metrodorno Events, The MCDA shall have110 liability for any damage to the Concession Facilities or any goods, oqulprnGnt or personal prppfly therein or thereon except as may be caused by the negligent or intentional torts of the MODA. (c) The Commission shall secure or cause Its tenants to secum, at no cost to the MCDA all permits, licenses ehd approvals nabessry nd requIred for seth of the Metrodome Events to be hek on the Premises. The Commission, In Its use of the lPremlses, shall not permit or grant any security interest In, or create or allow to exist, any liens, charges or encumbrances in or to the Premises,

(ml)

(e)
(f)

AP

The Commissionshall c omply with all appflcatle federal, state ncl ?nc& laws, ordinances and regulations In Its use of the Premises.

oyj&te. The CommIssion, in its use of the Pl'eflhises, shall not, nor cause to be, nor allow any other person to deposit, More, dispose Of, place or otherwise locate or allow to be Iccated on or within the Promises, any hazardous subs(anr4s, hzardus wastes, pollutants or contaminants, Including petroleumbased products, as those teans are defined under any federal, Stat'e of Minnecota or local statute, ordinance, code or reulation, excapt such ha2arduus substances s are ordinary usod in and necessary for the Melrodrne Evc:its, provided that such use Is in accrdance vlth all applicable laws, end that In (ho event any such haardnus substances are found on or within the Prornisea, arising out of the use of the Promises for a Metmdome Event, the CommIslon halI lndernnhiy the MCDA as provided in SectIon 3 hereIn, subject to noSIZiI(4tory or insurance Limitations. kvntjjandTakedowrr. The Commission shall be allowed at least one full day prior to (ho day at a Meirodome Event in which to make on-Proinies piapariflyns rnd setup, and shall have reisonable period not to exceed 24 hours after a Mettoclome Event (subject to matters outside the Comrnissjon'a reasonable control) In which to ta}e down any equipment, tents, trailers, tables, soaing. etc., used for such Mefrodome Event and clean up the Premises. in LInientntdng the setup or takedowii actMfles for or holding any Metrodorne Evoriti, the Commission, its ornployees. agents and contractors, shallnot place anything on the Public Plaza which exceeds the load lirnils as set out In Exhibit or disrupt or impede the MODA' F), nor do anything that will unduly interfere with ua and possession of The MCaA Property or with reasonable access to and operation of the Transit Station and associated light rail transit line fcsngCosts In cnslderatIon of the Commissions obligation to maintain the Ifiblic Plaza as set out In Sestior Ill), there shall be no fee for use of the Pionises by the Commission or its tenants, The Commission will be responsible for the cost of all seNces, equipment, labor and materials used in conductIng the MelroJone Events, on the Premises.

(g)

(h)

27-CV-13-15247

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(I)

ratkn) and from other portions of the Promises in connection with any usc? of the Pwmiss by the Comrnis2jOfl for a Metrodome Event However MCI)A wilt ensure that II tcash and debris generated by any non-Metrpdoe events on tht& Public Fl.ia are promptly removed and disposed of following the event at rio cost tci the Commission or Its tenants. The MCIJA at Its cost Will also rnalnEiln, repair and replace any structural and other elements and equipment ccthiprfsing the Public Ptaa, thango lighting bulbs as needed, and otherwise keepthe Public Plaza (including the Premises) in good order and condition, suitable for use as a Transit Station and other public uses. (j) cujjy, The Commission shall ptide or shall require its agents, contractors or tenants to provide the appropriate level of security for eli Metnodome Events end shall maintain safe crowd corliro'. Tho Commisslort and its employees, agents, conlractos and invftes shall conduct their activities on the Premises in an or1eniy and lawful manner. 81cohot.0 The Commission may permit (he use of alcohol at Metroctorrie Events, subjoct to (I) obtaining the required poniiits (ii) providing appropriato secunily; and (iii) providing drjm ;hop li -isurance, PfofliQlfjJjJe. The Commission shJl not use the Premises in any mnrnner that violalm any federal, state or locai law, statute, or ordinance, which includcs illegal dtcnlmlriation, pornography, gambling or drug related activities; provided, hovover. that Commission shall not be in default of this Agreement as a result of iiiegai activities on the Premises during Metrodome Events if the Commission Is diligently prJrsulng all reasonable actions to prohibit such illegal activities.

kepnrj the Public PIaz resonebly free of trash and debris and for removingof snow and Ica from those sidewalks and other portions of the Public Plaza shown on Exhibit E (whichare intended to be used for pedestrian accoss tothe Transit

Th Commission WBI be responsible at its cost for

(Ic)

l)

2.

Term The Commission shall have the right to use the Concession FaGilitIes and associated portions of the Premises beginning Upon substantial complelion of the Concession Facilities currently anticipated to occur in August 203, r1rid to schedule and hold Mslwdome Events upon the Premises as drisc4ibod herein for a 10-year period beginning upon substantial completion of the Premlscs currently anticipated to occur In October 2003, and ending October 31 2013, alter wliih time the right of the Commission to use the Concession Facilities and schodule and hold MotrodorneEvents an the Premises shall Letminate, However. the MCOA arid Commission agree to negotiate in good faith the right to extend this Agrurnonl to use tJio Concession Facilities and Premises so long as the Metrodorne continues to be operated a a sports rirene; Further, the Commission or MCDA may terminate this Agroornont upon not less than 30 day& prior written notice at any time in the event the MctrodouTle is no longer being operated as a sports arena for regularly schoduld o:lkge or professional spou1s and the MCDA also may terminate this Igroerniont lithe 0,0n)FASSion or any 6uccessor public agency ceases to survive is a 1eial entity. Upon expiration or earlier termination of this Agreement, the Comrnlson shall promptly rcrnov Its trade fixtures and personal property from The Public Plaza nlr.d title to thc Ccnco.sion Fadlitlos shell vest in the MCDA.

27-CV-13-15247

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FAX NO, 6123328334

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3.

Hold jJj ndtndem. The omrnlssion shag defend, protect, inde inlly Ind ve. Lh MCOA, is agents, officers and employees, harmless from and against any and all liabilities, losses. darnaes, costs and expenses, including reasonable attorney's fees, from any act or narjUenco of Commission, us officers, employees, ageuts, ser'iant', contractors, or juivities, arising out of the Metrodome EvenLs as related to the Premises, except forUio.nnglijent or Intentional tort of the MCDA. TheexterU of the Cornrnissiore liability harourider is limited by Minnesota Statutes, Section 466, and the insurance policy as described in Sectton4 herein, insurance.
A

&

irtic The CommiSsiQn shall maintain general liability Insurance, including personal Injury liability coverage, applying to the CommisSIons USC 01 the Premisos, The Commission shall name the MCDA as on nddionit insured under the policy with respect to vicarious liability to tIrd parties (" bird parties to exclude insured parties) arising out or Metrc4orno rebtcJ wents on the Promises, rind will provide proof of such liability inuranco - at The time it executes this Agreement The Commission or Its contractors shaft puovkle drarti shop insurance at all Metrodorne Events where alcoholic beverages are to be served on tho Premises.
QQ
11 jcnasVendor's end. Contractors surnee. The Commission shall require tennts, vendors; contractorsand other third parties who use the Premises In enjunctIon with Metrodome Events to provide workers' compensation insurance coverat-je for all qjrlployees worhing on the Premises to the extent that such irtatiranco Is roqdred by law. Iho Commission shall also require such ponies to maintain janeral liability insurance and, if motor vehicles will be utilized in. connectioti with a partys use of the Premises, utomobilo liability coverage, each wifli IjaiiL , or at least $1,000,00- and said liability policy(les) shall name Iha MCDA as an additional insured. The MCDA shall be provided with a copy of the insurance certificate prior to any entry upon the Premises. such copy may ho

13,

provided to the MCDA by telefa, and the MCDA shall provide the Commission wilt-u a 1o!1ax number for such purpose.

nise. t:Riririg any Mttrodome Event, the Commission shall keep or !joncijj9 uecjulre Its tenants to keep the Premises in neat clean and safe condition. The Cocnmbs)op agrees not to make any If provenients on the Premises without The prior wriLIn approval of (ha MCDk The Commission 1urthou agrees to promptly repair of replace, at the Commission's sole cost and expense, any improvements damaged in conruoUon with zriy Motrodome Event, The MCDA shall give the Commission no loss than 90 days' notice (or such shorter notice as may be required in an emergency) before the MCDA mnkes ony improvements on the Premises that will interfero In any nlatr'rlal way with the Commission's rlhts to use of the Premises as granted herein G.
Coo r dla a llow Each party shall appoint a coordinator with authority to act or respond on its bohslf concomirtJ the scheduling pt events on the Public Plaza and other matters

requiring its appcovi or consent under this Agreemerit, The MCDA Initially appoints RiciLirci VIcnr as Jts Sr-nior Pmject Coordinator, at 612-673-5026, and thri CornmisIcru Initially appoftls Steven Maki as its Project Coordinator, at 612-335-3313 Upon any 5

27-CV-13-15247

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FAX NO. 6123328334

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termination of any Ouch appointment, tho appointing party shall promptly dosignaio to
the cithGr party in writing the replacement ordlnator to carry out such responsibiiitie.

Dond_Reredies.
(a) Pcftttls4 The Commission shalt be in default of this Agreement upon ehher ci the foliojiij yert (I) failure to pay when due any payment required to be made under this\uroernent; or (ii) feUure to perform or observe ari' condition or tem'i required to be performed or abser.'ed under ibis Agreement. Ljp Upon the occurrence of one of the events of default specified in Section 7(a) herein, the MCDA shall give written notice to the Commission pec11yIng: (I) the event of default (Ii) the action required to cure the event; (iii) a date not ies than 30 days for rnontary defaults and 60 days for nbnrnonetary clefaults from the date tue notice is mailed to the Commission by which such default must be cured (provided that if a non-rnonobry default cannot reasonably be cured within 150 days, the CommissIon shall hnve up to an additional 60 days, if necessary, to cure the deTauht); and (iv) that raiure to cure such default on or before the dale spGCiiled In The notice may result in the MCDA exerc15fn one or more of the remedies listed in Section, 7(c) hoj -ein. Upon the occurrence of eny event of default as defined In Section 7(a) herein, and notice as prvied in Section 7(b) herein, the MCA, at its option, lii addition to any other remedies to which it might by law be entltId to, shalt have the right to do one or more of the following: (i) to cancel this Aclroornont; (ii) to terminate the Commission's useof and right of entry tothe Promises as granted herein; (M) to bring appropriato action to enforce such peufO(rn)u1Ce or obsor'ance and the correction of such TaIIUTO or default; (iv) to declare thc entIre unpaid payments due and payable hereunder, immediately dtue and payablo without presentmnt,. demand, protest, notice of dishonor or any othej notico; (v) to suspend the MCDA's performance under this Agreement anti the Commission's rights to use and enter the Premises during the continuance of "'the event of deh3utt. No right or remedy by this Agreement or by any Rmadies Not usi dr,cunient or Instrument de1ereI by the Commission pursuant hereto, cori1uired upon or resolved to the MCDAshali be or is Intended to be exclusive of any oilier tight qr remedy, and each 3 -nd every right and remedy shall be cumulative and In addition to any othcr right or remedy now or hereafter existing at law or In equity or by statute.

(b)

(r)

(d)

Except as the MCC)A may hereafter otheiwis agree In. (e)irfran Writing, no WaIver by the MCE)A of any breach or default of the Commission, of any of Its obligations, agreements or covenants under this AgreemenL shall be dcemed to be a waiver of'any subsequent breach of the same or any other obligation, agicernent or covnarits under this Agreemnt, nor 'shall any forbearance by the MCDA to seek a remedy lorsudi breach be demec1 6 Waiver of us dgbts and mmedies with iespect 19 such breath, nor shall the MCDA be deemed to have waived any of its rlhts anrJ remediesunless it bc in wiiting rind oxocuted with the same formality as this Agreement.

27-CV-13-15247
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MIe1Ianeou

(a)

, All notices provided for tierein shil be in writing and shall be deemed to have been given when dcliverel personally or when deposited in the United States mall, ristered or crtifieci, postage prepaid, addressed as follows:

Th tho CornmLs1on: Melroplltan Sports Facilities Commission

gQg Sooth Fifth Street Mfrrneapoiis, Minnesota 55415 Mn: Executive D1rctor

To lbo McfA:

Minneapolis COmmunity Development Agency 105 Firm Avenue South Minneapolis, MInnesota 55401-2524 Attention: (Executive Director

(b) (c)

overningLiw. This Agreement May be corislnied and enforced according to and governed by the laws of the .f ate of Minnesota. gjqp This Agreement may bo executed in any number of countcrpirts, all of which shall constitute a single agreement, any one of which bearing sgnstures of all parties shell be deemed an original. ILro Thoc is of the 'essence In the performance of this Agreement, AcrgnJ This Ajreemont contains the entire agreement of the partios heroto on the matters covered horein. No oth?r agreement, statomoni or prornkeo made by any party or by any employees, officer, or agent of any pniy hcr&to Iht Is not in writing and signed by all the parties to this Agrochrcnt shall be binding.

(d) (e)

o.

and Right ot' Entjy The grant of this Use and Right of Entry to the Conui'iission by the t.1CDA shall be nonassignablo except to a successor public body . exclusive possessory rights in the Premisej to and shall not confer any estate, title, o tho Commission, and may be terminated for eaue as provided In Section 7 hereIn, provfded that the previsions of Section 3 hereIn 6hzilI suMv'e termination of thIs Use Agmnint and Right of Entry

27-CV-13-15247
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IN WITNESS WI1REF, the parties hereto have executed this Agreemeni as of the thy ajtci yoar fist witit above MINNEAPOLIS COMMUNITY DEVELOPMENT AGENCY By

Its Deputy ExecutiveDirector

Approved as to forni

Astiti5voIopmont Counsel

(SiOnature page to Use Agreement and Right ofEntry)

27-CV-13-15247

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SPORTS FACUTES COMMISSION

By

And By Its

(niwo page 10 U3cAgroemnt arid Right of Entry)

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Exhibit B

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1;XflhTllT C-2003 SCI[EIM)LE OF PER ITTED EVENTS FOR TIlE YEAR 2003

Exhibit

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09/01/0

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09/02/03 09103/03
0? 09/0/03 09/14/0 1
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0913710 09118/03

21

1:05 p.rn. TnvAnahm Twins w. Anaheim 7:05 P.M. 12:05 p.m. Twins s;Aiiahcim Tws. Ts Twins vs.Texas 11:05 P.Ms.Tr2y _ 00 pm Twins vs. Ts p - m. vjlduay~- Chicago _ T wins-yo. Chicng9 Twins vs.Chkao___ 7:05 pin. T win s Ys. Chica go _
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09/20103
09120/03

09/21/03 09/24/03 09/28/03 10, 05/0 3 1 0/101 03 1017E03 11/01/03

111021

p272

Twins vs. Deuoit UM vs. Louia/Lafy Twins vs. Deuoit Twit vs. CIeand Twins v.Ckte1and VikinR3 vs. Snu Fnincisco Twin Ci1is Mrahon Start
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Vikin v. NwYoilc UMvs.bdiarua ins vs. G Day NSIC UM vs, _Wisconsin Vikinps vs. Detroit V king s vs. Siui Vildags vs. Katsas Ci t y

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27-CV-13-15247
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Exhibit. 0
SECTION SUMMARY OFWORK
PAFT -NAL
1,1 SUMMARY

A S001 0n lnokrfes: scdjUon o f construction dclivered uridcr a single contract. I

2 Restrictionv3 that all c con&truction operations. 3 Usi of b dttg,promises and site.

E Reoted Sec I, Document O0700 Goiieral Bodition, ummoryof Multiple Ccnlrats Section 01011 3, Section 01145 Silo Management. 4 Seclior 012() - fnce and Payment Proceciurc. S Socrion 0if3- Product OptIons and Substituliona 1,2 GENERAL UMMMiY OF WORK AND ADDfl1OAL DEFINITIONS A. Ownctr: Mirinoztpofis Community Dvelopmen Agency (MC)A) atd,

1. Owners TcnaL: Mtropolitrn Sports FactIllIos Commission (P.ISFC).

4th I) Projoct Loolcn: Utock bordered by Prrk Avenue South, Kirby Puckett Place, Street South end Sul tretCouih. C enrl Scope: The project, Obinmmiction , Package 3 GP-3), consists of construction of the plaza, rde ooncsakin and rostrocirn buildings. and the mezzanine for1he Downtown ei LRT Sttiert as &scribod iUIn the scope of the Contract Documsnls 1. Work Included: Provide labor, materials, a6cles, equipment, incidentals. items, tools, ervIce', &upplfcs. methods, operelions. skills in sucii quantities as may be necessary to complete pojeOt within irdeut of the Contract Documents. 2. Singvltr rc licsi shalt be considered piuril whi plural application fr. reasonably Inferable, Mcnton or irciication of extent of work undor any work division or specification sectiotiis done all walk mquirod only orco vcniricu ef Corikaclor and shall nOi be conctrued as doscribin9 under thM Division or Section.

B. conr,IructianCoritrorL Thd c'intwcticnof CP-3 viU be eccomplishod under a single Prime GwifcL as p&cilieaify lndishsd or as may be necessary to complete the wcni E. Construction Uuvits: Except under tho conri'ic.t, oc';tiviilcs of the Oontract shell be limited to within the limits dosijnuted by tho Drawincic cindihp Oonctr 1 P11LLSTOHEf OI WORK

A CcmstncAkrn ci CP-3 ploza hasthe following grrilcsone date:;: 1 MlIeieni Dzuo No : Complete eoreAi-uclnn of Concassiorittoilet Building by April 25, 2003, 2 Milestona Data No 2: Complete cons.xuc1Jon of Arcade piers 3, 4. 5. 6ind 6 strurtural steel fr,mewor and train ctriin side masonry oy June 2,2003. to allow ctru6hirai attachment of
LFtT c''erI'ed cianepy by LRT Conjractor. 3 Mtf'sctapo Dte No 3: SubrtaniieiCornptntion of entire project by September 5, 2003.

'14 LIMITS O C0t1RUCTION LOADING ON PLAZA LEVEL

A Coitmuckioit 10ad1n on the Plaza Level shot not exceed the struclurc design live and dead lod. The structure dwJg6 live and dead toads are:

0781 Ol22- ca-n Phza. en

Novrnr 12, 2002

010$01

27-CV-13-15247
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live 1,>ad. 1. 2840 pounds pQr sqV;ire foot uniform 2. 135 pounds por square foot unaorm dead load. . Corucntratd fva foads are not to oxceel an Isolated HS20-44 axle loading; also not in r.rnbina lion with tha design unlloj-rru live load or other concentrated loads.

I for the Downtown Fast IflI Stationand A ma MCtJA hzii grauThd pennanent easements to the-tPO tjaokc and the MCL)A haB also granted temporary canslnjction vasuments to the HPO for the centrucUon of tho Downtown East LRT Statiun and tracks. The schedule of conznucon at the portion of tha arcade lnctcdng piers 3, 4 5. and 0 is critical to both projects. The comp1etlon of those piers 1n!udinj the mcworury veneer is NqUJted for the VTCobtractor to install a station canopy sh'iicturu The CF-3 Contractr shall ooporate and coord1nite with the LF{T Contractors The MODA will acist in the coordination of these projects.

PART 2.PRODUCTS Not Used XICU11OU 3.1 SUfCONTaACTORS A The Contractor hifl not awardany work to any Subcontractor withoul prior approval of the Owicr and Arc hitaci. Approval will not be givenuntil the Contractor submits 1he List at Subcontractors oanlairtlncj such itnrunuiion as the Owruor anl Arcbhect may require concerning thu proposed Subcontractor and tha scope of the subcentrat (Rotor to Section 0130 Submittals) 3.2 USf BY OWNER (FtEEflALSO 'O GENEfAL CONDITIONS) Project. This CcflhrCtor A. The Owner reservcs lire right to Jet other contracts in connection with this nhit afford otiw co rectors reesoxrabie opportunity br the Introduction and stora9e of their mato'rtn}a and executIon of their work,and tall properly connect and coordinate his work with jF) The Owrur rosaNes the right to Iairttly occupy the premises with the Contractors in the pem'ulnee of his duties uund MnO ions . The Owner also ,eseres the right to: enter Into the Project thud promnirtas at all imo.c rnulce lnta]iaiions of materials and equipment M appropriate limes as the Work projroosna: Install equipment. lumittirti and furnishings when spaces are at appropriate bqes of compielion Contractors shall coordinate work with the Ownerand cooperate with the Owner Iq irii ala1zc undue intonfereinces
(hO C. it any pur1, unit, phra, or the ontire Project Is oubstontially complete or ready for occupancy, to any of the right of the Owner Owner may, upon notice to the Contractors, and without prejudice or contratoms. enter Into and make use of the Work that Is substantially complete.
L

L
(

MAI)'JTAINIUG r1VlES AND FUNCTIOZ'I&

or any wit, A. Work at &)ccupled Fcili&&: Ptir Owners occupancy (full or partial) of the Project uie, phase or awr, caywork remaining to be accoruplished In the occupied upooss strati be done Iii cooperation with, and approval by, tha Owner ond scheduled in advance withthe Owner. In qireI, woth in (1r,tipld pec shall be dc)na when the space is not in use, such as'altar fiotArsjru odruriisurai,v' .naas or public spaces hen public use hours are over for the day. unless spoclticOli npproed by kite Owruor. Where necessary, overtime shall be used I1 the work cannot reaconably be accomplished during nonsal ctk periods, .t no cxkra cost to the Omer. Work in occupied areas :iIioil ho partcniad in a rnannerand at such time as will not ljriiJicanhJy Interlace with' hamper or li'uccnvtuuionce Oinur'a pro q'srn or function;. .....-,.-.-.,- .... Oowrftc.vn Cost Lfl itlon P)a:a 07a1.Q1Z.12 GI -1-1Plria . CI) November 12, 2002 urameryofWrirI 010102

27-CV-13-15247

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Exhibit E

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