ATORNEYSAT LAW

ENEW YORK, NY 10016-1314

F’%, E” & LARDIER 212.682.7474 TEL“I-

212.687.2329 FA)(WWW.FOLEY.COM

WRITER’S DIRECT LINE202.295.4031iraij@foley.com EMAIL

CLIENT/MATTER NUMBER106542/0101

January 23, 2014VIA FEDEX

Mayor Stephanie A. MinerCity of Syracuse203 City Hall233 E. Washington St.Syracuse, New York 13202

Dear Mayor Miner:

Syracuse University Chancellor Kent Syverud asked me to respond to your letter to him datedJanuary 10, 2014 formally requesting additional information related to a possible new stadium inSyracuse. As you know, the University has retained me as a consultant to help it assess and analyzethe proposed project.

As you and I have discussed prior, the University was asked to assess the possibility of becoming atenant in a potential new multi-sport stadium, which could be owned and operated by one or morenon-University entities. Accordingly, given that the Carrier Dome is a facility that will ultimatelyrequire new investment over the long-term, the University pursued this opportunity. Furthermore, wewere asked to be mindful of opportunities a new stadium might create for new economic benefitsand development for the Syracuse and Central New York communities.

The University agreed to engage a consultant to help it understand and develop a vision for astadium that could provide a fan-friendly home for some of SU’s athletics teams, along with a widerange of other sports, musical and entertainment events and other opportunities that could facilitatebroader regional economic development. To be clear, at no time have any formal agreements withany governmental entities, developers or operators been reached to implement this vision.Moreover, the vision is still a “work in progress” as the study remains ongoing and in draft form. Iwould also note that this letter contains the relevant information and facts found in the current draftstudy.

As with most public-private partnerships, stadium development is a dynamic process with multiplemoving parts. The University’s objective was to better understand what vision for a new stadiumcould work for Syracuse University and mesh with that of the potential owners/operators of thestadium, and then work on developing answers to the questions of all the potential interested parties,including the City.

BOSTON JACKSONVILLE MILWAUKEE SAN DIEGO TALLAHASSEEBRUSSELS LOS ANGELES NEW YORK SAN FRANCISCO TAMPACHICAGO MADISON ORLANOO SHANGHAI TOKYODETROIT MIAMI SACRAMENTO SILICON VALLEY WASHINGTON, D.C.

4841-2591-2088.1

:F0LEYFOLEY & LARDNER LLP

Mayor Stephanie A. MinerJanuary 23, 2014Page 2

This letter will outline the vision framework we have previously discussed and will formally respondto your questions. Considering current status of assessment, there will be several questions to whichthe answers are incomplete because they require input from public sector leaders, the community,and potential developers and operators. With that said, I trust you will find the written responses toyour inquiries helpful.

Building Program and Construction CostsThis process began with the assistance of program, design and construction experts creating a budgetfor a 44,000 seat retractable roof stadium that, similar to the Carrier Dome, would be capable ofhosting basketball, football, and lacrosse events for SU and NCAA championship competitions, aswell as a range of other events that might be staged by the owner/operator, ranging from concerts toexpositions to other sporting events. The preliminary order of magnitude construction estimate forsuch a facility is approximately $495,000,000, including hard and soft costs, as well as furniture,fixtures, and equipment. This amount does not include parking or land acquisition. By including aretractable roof with climate control, it may be possible to have an additional three months ofstadium events in the summer for the stadium owner/operator to attempt to draw additionalentertainment opportunities to the region. It is estimated that it would take approximately four yearsfor the stadium to be constructed and become operational. I have attached a preliminary generalbuilding program for your information.

Facility Finance PlanThe finance plan being contemplated was contingent upon the formation of a public-privatepartnership that would include direct investment from the State, County, and the private sector,including the University. Given the University would be a tenant, and not an owner or operator, theUniversity’s investment would be predominately in the form of rent. There was no expectation thatthe City would be part of the plan to fund the construction of the stadium or its operation. Whilethere is much discussion and discourse to be undertaken, it appears that it is indeed possible for thevarious investors to achieve a satisfactory plan. The University remains interested in working withthe parties and we believe the State and County remain interested in creating a structure that wouldfacilitate the implementation of the project vision.

Operating ExpensesAn estimated order of magnitude budget was developed looking at historical operating costs of theCarrier Dome, industry standards for the size and scope of the building, and feedback received fromindustry experts, including an annual capital improvement spending plan of $1,500,000, and astadium events preliminary estimated operating budget that is dependent on number and types ofevents. This cost could be funded directly by the stadium revenues, and it has been contemplatedthat any plan would explicitly state that public sector would not have an obligation to fund anyongoing expenses.

4841-2591-2088.1

:F0LEYFOLEY & LARDNER LLP

Mayor Stephanie A. MinerJanuary 23, 2014Page 3

Site OptionsThe analysis was not site specific. One of the initial objectives was to establish criteria for siteselection. The criteria included proximity to campus, utilization of existing infrastructure, parkingavailability and overall economic benefitJdevelopment for the community. Land currently owned bythe University, including Skytop, was considered, but it was determined that greater public benefitcould be created if the stadium was not on University land. After reviewing the Loguen Crossingsite controlled by COR and related infrastructure tied to the Connective Corridor including over10,500 parking spaces within ‘/2 mile of the site, this became the leading site. Moreover, thedevelopment COR contemplated—including a 250 room hotel, over 160 apartments, and 150,000square feet of retail—offered the opportunity for substantial economic development for thecommunity. To be clear, this site has not been secured for the stadium and would require additionaldiscussions.

Carrier Dome Condition and for Future UseThe Carrier Dome remains a quality facility and the University continues to make changes to bettermaintain and operate the building. As the facility continues to age we anticipate three types ofsignificant capital improvements will be necessary if a new facility is not developed: 1) systemsreplacement, 2) roof related structure and 3) fan amenities. The University is continuing to analyzethe timing and costs of such additional improvements. No plan has yet been created regarding futureuse of the building or site if a new stadium is constructed.

Stadium Ownership, Site Ownership and University RelationshipOwnership of the stadium site and the stadium itself is in large part dependent on the preference ofpublic sector leadership and current site ownership. The final structure would be predominantlydetermined by the preferences of the public stakeholders. However, as described earlier, theUniversity would be a tenant, not an owner, and would pay rent.

Public Infrastructure, Service Agreements (Police, firefighter, traffic) and Public ServicesIt is expected that the stadium would not impact existing service agreements in these areas as thefacility operating budget would fund the required costs for police and firefighters and other publicservices.

Upon selection of a site and receipt of budget approval, a complete analysis of the traffic patternsmust take place. The ongoing discussions regarding 1-81 and its future will clearly impact trafficpatterns, therefore if agreement were reached to move forward with a new stadium, the parties wouldengage in further analysis and discussion on how best to create a viable traffic plan. The overallimpact on public services will be better understood upon agreement to move forward with theproject.

4841-2591-2088.1

:FOLEYFOLEY & LARDNER LLP

Mayor Stephanie A. MinerJanuary 23, 2014Page 4

Property TaxWhether the stadium or the underlying property would be subject to property tax is dependent on thefinal form of stadium and site ownership, but it would not impact the University because the stadiumwould not be owned by SU nor be on SU land. As such, it also would not be affected by theUniversity’s tax-exempt status.

Community BenefitsAs noted, the University would be the primary tenant and not the owner, developer, or operator ofthe stadium. In our role as primary tenant, we are supportive of measures such as prevailing wagesduring construction to help ensure maximum public benefit. How we accomplish this objective issubject to further discussions with stakeholders. In general, we believe the benefits to thecommunity could be substantial in terms of opportunities for new events, new development, and theassociated economic benefits.

DesignAlthough architects and design professionals have assisted with the analysis, neither the Universitynor the other potential government and non-government entities have selected an architect to designthe new stadium. Upon agreement to and approval of a funding plan, an architect and other designprofessionals would be selected to design the stadium and would be tasked with developing acohesive plan that reflects community input and takes into consideration the neighborhood and theregion.

In sum, the fundamental tenants of a deal structure have been coming together to form a vision andgoal. The dynamic nature of organizing this type of complex public-private partnership requires aninitial vision and general spending and funding plan. Afterward, if it is decided that the stadium is tobe pursued, formalizing the agreements to implement the vision and certain questions posed in yourletter will be specifically addressed following feedback from our public partners.

Moving forward, the University is ready to work together with you and all interested parties on thispotential opportunity.

Sincerely,

Irwin P. Raij, Esq.Partner, Foley & Lardner LLP

Enclosures

4841-2591-2088.1

Stadium Program

New Program

44,000 seats

seats qty I gsf mult. Revised gsf

Seating Bowl

Seating Capacity: 44,000

Total Seating Bowl Size 247,030

Retractable Seating for Basketball 5,000 6 30,000

Main Videoboard/Center Hung

Ribbon Boards

I gsf/qty I Total gsf

Playing Surface / Football Field 110,000

Playing Surface - Basketball Court 1 25,000 25,000

Playing Field Entrances 4 1,500 6,000

Field Toilets 4 80 320

T\’ Truck Parking 1 10,000 10,000

TV Studio/Scoreboard Production 1 4,000 4,000

Team Bus / Drop Off 1 10,000 10,000

Broadcast Headend 1 400 400

A/v System & Computer Network ITS 16 120 1,920

Telecommunications

Show Power/Sound 2 400 800

Tech nology/DAS/Wireless 1 2,400 2,400

Roof:

qty I gsf/qty I Total gsf

Fan Amenities14,350

Club Areas 1,020 13 12,750

Concierge Stations 4 400 1,600

I qty I gsf/qty I Total gsf

Public Spaces

Concourses / Circulation 44,000 2.5 110,000

Turnstiles / Entry Points (1:750) 59 75 4,400

Drinking Fountains

ATM’s 7 50 350

First Aid / Spectator Asst ( 1:Lvl) 4 250 1,000

Entry Storage 5.4 500 2,700

1 of 5

Stadium Program

New Program

44,000 seats

Restrooms 65,583

Men’s Restrooms

water closets 126 55 6,930

urinals 252 55 13,833

lavatories 140

Women’s Restrooms

water closets 787 55 43,290

lavatories 147

Unisex Restrooms

water closets 7 90 630

lavatories 7

janitor’s Closets 18 50 900

I qty ( gsf/qty I Total gsf

Food Service & Retail

Concession and Food Venues 19,824

General Seating POS 176 250

General Seating LF/SF 90 15,840

Preferred Seating POS 17.6 200

Preferred Seating LF/SF 90 1,584

Vendor Commissary 4.8 500 2,400

Commercial Kitchen/Central Commissary: 22,800

Offices 1 1,000 1,000

Lockers 1 1,400 1,400

Beverage Coolers / Distribution 4.4 1,000 4,400

Central Commissary 1 10,000 10,000

Central Kitchen 1 6,000 6,000

Indoor Club Catering / Warming 2 500 1,000

Suite Catering / Warming 2 500 1,000

Satellite Novelty Stands 3 400 1,200

Novelty Storage 2 400 800

2 of 5

Stadium Program

New Program

44,000 seats

qty gsf/qty Total gsf

Building Operations

Security Center/Game Day Operations 1,450

Bowl Security Center 1 250 250

Security & Fire Command 1 1,200 1,200

Staff & Press Entrance 1 800 800

Employee Locker Rooms:Men 1 1,400 1,400

Women 1 1,400 1,400

Central Laundry 1 400 400

Stadium Maintenance Shop 1 2,400 2,400

Field Maintenance & Equipment Storage 1 4,000 4,000

Receiving/Loading Dock 4 1,200 4,800

Trash Handling (1 compactor! 1 recycling) 2 1,000 2000

Electrical - General 1 8,800 8,800

Mechanical - General 1 27,200 27,200

Fire Pump! Generator 2 1,000 2,000

Misc Closets 14 150 2,100

Stadium Administration/Staff Offices 4,160

Reception Area 1 240 240

Large Office 2 175 3S0

Small Office 4 125 500

Workstations 6 65 390

Conference Room 3 300 900

Copy/Coffee/Filing 1 600 600

Toilets 2 40 80

Circulation 1 400 400

Syracuse University Offices:

General Operations 1 700 700

qty gsf/qty Total gsf

Vertical Circulation72,800

Stair 16 400 6,400

Ramp 8 8,000 64,000

Freight/Press Elevator 4 200 800

Passenger Elevator 16 100 1,600

3 of 5

Stadium Program

New Program

44,000 seats

I qty gsf/qty I Total gsf

Ticket Facilities5,552

Ticket Windows 8.8 90 792

Ticket Lobby 1 2,500 2,500

Interior Ticket Wndws/Adv. Ticket Sales 2 90 180

Work Area 1 600 600

Manager Office 4 120 480

Waiting Office 1 500 500

Counting Area 1 300 300

Vault 1 200 200

I qty I gsf/qty I Total gsf

Press Facilities10,730

Writing Press 125 14 125 1,750

TV Broadcasting 185 2 185 370

Radio Broadcasting 80 5 80 400

Replay Booth 80 1 80 80

Football Coaches Booth 120 2 120 240

Public Address 240 1 240 240

Scoreboard Control 400 1 400 400

Workroom 300 1 300 300

Game Film Platforms 150 4 150 600

Local Broadcasters Booth 400 2 400 800

Work Room 800 1 800 800

Press Dining / Lounge 125 12 125 1,500

Press Pantry / Serving 400 1 400 400

Field Level Interview Rooms - Large 1,200 1 1,200 1,200

Field Level Interview Rooms - Small 225 2 225 450

Field Level work room 1,200 1 1,200 1,200

I qty I gsf/qty Total gsf

Team Space:58,400

Syracuse Football Locker Rooms:

Locker Room 1 4,500 4,500

Showers and Toilets 1 1,500 1,500

Head Coach 1 600 600

Asst Coaches 1 1,200 1,200

Team Room 1 3,000 3,000

4 of 5

Stadium Program

Syracuse Men’s BB Locker Rooms:

New Program

44,000 seats

Locker Room

Shared Showers and Toilets

Coaches

Syracuse Men’s Lacrosse Locker Rooms:

Locker Room

Showers and Toilets

Coaches

Shared Team Offices: Game Day

Syracuse Women’s BB Locker Rooms:

Locker Room

Showers and Toilets

Coaches

Syracuse Women’s Lacrosse Locker Rooms:

Locker Room

Showers and Toilets

Coaches

Visiting Team Locker Room 4*3: Football

Locker Room

Showers, Toilets, Training, Warm Up

Coaches

Equipment & Laundry

Treatment (in-game)

Officials Locker Room

Game Crew Locker Room

X-Ray & Doctor’s Office

Relative Waiting / Recruiting Room

Storage

1 1,000 1,000

1 400 400

2 400 800

1 600

0 400

2 300

1 1,000 1,000

1 1,000 1,000

1 400 400

2 400 800

1 600

0 400

2 300

Total GSF: 903,269

I 848,269]

600

600

600

600

2,000

1,200

400

1,000

2,000

800

400

500

1,500

2 1,000

2 600

1 400

1 1,000

1 2,000

2 400

2 200

1 500

1 1,500

Total Less Basketball FIor & Retractables (gsf included w/in football gsf)

1 LS 30,000

5 of S

OFFICE OF THE MAYOR

Stephanie A. Miner, Mayor

January 10, 2014

Chancellor-designate Kent D. SyverudOffice of the Chancellor900 S. Crouse AvenueCrouse-Hinds Hall, Suite 600Syracuse, New York 13244-1100

Dear Kent:

I am writing to follow up on our recent conversations regarding the proposed construction of a

new sports stadium in the City of Syracuse. It is my understanding Syracuse University would

be the key tenant in the proposed facility. While I’m sure my constituents and I will have many

more, the following questions represent my primary interests and concerns at this time:

• How will the construction and operation of the stadium be financed? Can you provide

detailed construction and operating budgets for the City to review?

• What sites are being considered for the stadium, and by whom will the final site selection

be made?

• What is the current condition of the Carrier Dome and what is the plan for its future use?

• Who will own the land upon which the stadium will be built, as well as the improvements

to the land (i.e. the stadium)?

• What will Syracuse University’s legal/contractual relationship be with the owner(s) of the

stadium?

• What public infrastructure (i.e. sewer, water, roads, etc.) improvements will be needed

for the stadium and who will be responsible for the cost, construction and ongoing

maintenance of these improvements?

• What public services (i.e. police, fire, public works, etc.) will be required to support the

stadium and who will he responsible for cost and delivery of these services?

• Will the land, and the improvements to the land, be subject to property taxes?

203 CITY HALL SYRACUSE, N.Y. 13202-1473 (315) 448-8005 • FAX: (315) 448-8067

WEB PAGE: www.syracuse.ny.us

• How will the new stadium impact the existing traffic and services agreements with the

City of Syracuse?

• How will Syracuse University ensure maximum public benefit is achieved when

constructing and operating the stadium? Will comniunity benefits and project labor

agreements be negotiated as part of the project?

• What design and planning considerations will be made to ensure the stadium fits in with

the existing neighborhood fabric around the site?

I fully understand and appreciate the positive contributions Syracuse University makes to our

community, including in the areas of athletics and entertainment. That said, given the severely

challenged fiscal and socioeconomic conditions in the City of Syracuse, it is critical that the

aforementioned questions be addressed before any final decisions are made.

Thank you for your consideration and I look forward to hearing back from you.

Sincerly, /

7’ Stphanie A. Miner

Cc: Eric Spina, Interim Chancellor and Provost, Syracuse University