vikings university agreement

8/11/2019 Vikings University Agreement

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FACILITY USE AGREEMENT

THIS FACILITY USE AGREEM ENT ( Agreement )

is entered into effective as of the date of the last

signature below

( Effective Date ),

by and between Regents of the University of Minnesota

( University ),

a

Minnesota constitutional corporation, and Minnesota Vikings Football, LLC (the

Vikings ),

a Delaware limited

liability company.

RECITALS

A.

The Vikings wish to use University s TCF Bank Stadium for NFL football games while a new Vikings

stadium (the

New Vikings Stadium )

is being constructed at the site of the Mall of America Field at Hubert H.

Humphrey Metrodome.

B.

University agrees to grant to the Vikings a license to use the TCF Bank Stadium on the terms and

conditions set forth herein.

AGREEMENT

1. Facilities.

University grants to the Vikings a license to use the TCF Bank Stadium and Facilities described in

this

Section 1

solely for the use described in

Section

2 herein.

A.

TCF Ban k Stadium. For purposes of this Agreem ent unless the context clearly indicates otherwise

TCF

Bank Stadium

includes the seating bowl, playing field, western plaza, and facilities and rooms (including

the press/media facilities) identified in

Exhibits

and

j

The TCF Bank Stadium and other University

facilities available for the Vikings use as described in this

Section 1

are referred to collectively herein as

Facilities .

The Vikings acknowledge and agree that various areas of the Facilities will be used by

University employees and contractors pursuant to their provision of Game Day Items (as defined in

Section

5),

including, without limitation, TCF Bank Stadium service elevators and the marshalling area, and that the

Vikings will not have exclusive use of these areas. Further, the Vikings shall not have use of any facilities in


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D. Condition of Facilities. University will deliver the Facilities in good repair on Game days and the TCF

Bank Stadium field in game-ready condition consistent with Section 7.H.

herein. The Vikings acknowledge

that the Facilities are in place to serve the needs of University, that the TCF Bank Stadium was not

constructed for winter football game use, and that University cannot guarantee that all snow, ice, and other

hazards, known or unknown, associated with winter conditions will be removed from the Facilities, Access

Ways (as defined in this paragraph), and University parking lots and ramps before Games. Subject to the

foregoing acknowledgement, University will be responsible, to the extent reasonably possible, for the timely

removal of snow and ice from the Facilities, Access Ways, and University parking lots and ramps, and the

Vikings will work cooperatively with University to take appropriate action regarding winter weather

conditions. The Vikings shall reimburse University, as a Game Day Expense (as defined in

Section 3.B.),

for

the costs of snow and ice removal from the Facilities and from University streets, walkways, plazas and the

transitway providing access to the TCF Bank Stadium and University parking lots and ramps (collectively,

Access W ays ).

University is obligated to pay for costs of snow and ice removal from University parking

lots and ramps, and such costs shall not be a Game Day Expense. Except for the Facility Improvement Items

described in

Section

4, which University will construct or acquire at the Vikings expense, the Vikings agree

to accept the Facilities in As-Is condition, subject to Universitys obligations set forth in this paragraph and

the obligation of University to m aintain the F acilities consistent with University maintenance standards and to

provide the Game Day Items as defined in

Section 5)

consistent with the standards described in

Section

5. In

addition to snow and ice removal, the Vikings shall reimburse University as a Game Day Expense for all

other maintenance and repair costs related to winter weather operation, protection, and/or repairs resulting

solely by reason of the Vikings use of the Facilities in winter weather, provided such other costs related to

winter weather protection and operation would not have been incurred by University in the ordinary course of

maintenance and repair but for the use of the Facilities by the Vikings in winter weather. University

represents that, to the knowledge of University s Building Official, as of the Effective Date, the TCF Bank

Stadium complies with University Building Codes. The Vikings acknowledge Universitys right and intent to

pursue planned improvement projects with respect to the TCF Bank Stadium, which projects shall be

scheduled to avoid any conflict with the Vikings use of the Facilities.

2. Use

and Scheduling.

A. Vikings Games. Subject to the provisions of this Section

2.A., the Vikings may use the Facilities for


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below, which will equal 2 days. A partially-played cancelled Game due to a Force Majeure Event

(Section

30)

or a University ordered shut-down

(Section

7.C.) shall be counted and applied toward the

50 day

calculation.

B.

Scheduling Restrictions. The Facilities will be available for Sunday Games only, provided that the

Facilities may be used for one weeknight each NFL Season when University classes are not in session (said

weeknight to be coordinated with and approved by University in its sole discretion) and on Saturdays when

there are no scheduled University football games. The foregoing availability is subject to the following

restrictions: The Vikings shall make best efforts to work with the NFL to minimize conflicts with University s

academic calendar (including, for example and without limitation, Move-in/Welcome Week and finals week),

intercollegiate athletics events and other University events of which University provides notice to the

Vikings, and to avoid scheduling Games during the Minnesota State Fair and on the same weekends as

University home football games. As of the date of this Agreement, University s known academic calendar and

scheduled and reserved events for the Use Period are set forth on the attached

Exhibit B

which Exhibit is

subject to periodic updates by University. In no event will the Facilities be available to the Vikings earlier

than 6 hours following a University TCF Bank Stadium event. The Vikings coordination efforts with the

NFL shall also include best efforts to accommodate University s reservation of 2 Sundays in November and 2

Sundays in December for University home basketball games. If, despite use of the Vikings best efforts, any

Games are scheduled on the same days as University hockey or basketball games, the Vikings acknowledge

that University hockey and basketball season ticket holders will have priority with respect to Reserved

Parking spaces, notwithstanding anything to the contrary in this Agreement, and available public parking will

be severely limited. Following the scheduling of the Vikings Games in accordance with this paragraph,

University will not schedule any TCF Bank Stadium events on Game days, and University and the Vikings

will work collaboratively to minimize conflicts between the Games and University activities and events.

Subject to those events noted on

Exhibit B

as updated from time to time, University will not schedule any

large-scale TCF Bank Stadium events 24 hours prior to a Game and will use best efforts to avoid scheduling

(i) any intercollegiate athletics events or other large-scale events at Mariucci and Williams Arenas on Game

days or ii) events that result in closure of the Access Ways on Gam e Days.

C.

Access to and Availability of Facilities. With the exception of Storage Space (as defined in

Section 2.D.)

and the Reserved Parking (as defined in Section 3.C.),

the Facilities will be available for a 24-hour period


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Capital Improvement Items requested by the Vikings and procured on the Vikings behalf and stored off-site

by Un iversity until the Storage Space m odifications are complete.

3.

Fees.

The fees and payments for the Vikings use of the Facilities shall consist of the Game Fee (as defined

in Section 3.A.),

(ii) Game Day Expenses (as defined in Section 3.B.), (iii) Reserved P arking Fee (as defined

in

Section 3.C. , (iv) Facility Improvement Expenses (as defined in Section 4.A. ,

and (v) any other fees,

payments or expenses expressly described in this Agreement, including, without limitation, Universitys

Game Share described in Section 10.A. The maximum amount of fees with respect to the Game Fee and

Universitys Game Share for an NFL Season consisting of 10 Games shall be $3,000,000 per annum for the

2014 and 2015 NFL Seasons; 3,125,000 for the 2016 NFL Season; and 3,250,000 for the 2017 NFL

Season.

A. Fixed Fee Per Game. The Vikings shall pay to University 250,000 for each Game played in the TCF

Bank Stadium in the 2014 and 2015 NFL Seasons

( Gam e Fee ).

The Game Fee for the 2016 NFL Season

shall be 262,500 and the Game Fee for the 2017 NFL Season shall be 275,000.

B.

Game Day Expenses. The Vikings shall reimburse University for all reasonable and necessary expenses

incurred by University for services, equipment, work, personnel, and supplies provided to the Vikings for

Games played in the TCF Bank Stadium, including, without limitation, those expenses described in

Section

or other sections of this Agreement (collectively, Gam e Day Expenses ) .

The Vikings have reviewed the

attached

Exhibit D (estimates of Game Day Expenses) and agree that these expenses are of the type and

character that shall be deemed necessary and reasonable Game Day Expenses. Game Day Expenses that are

incurred pursuant to compliance with applicable University policy and other Applicable Laws (as defined in

Section 19.A.

or to ensure the safe operation of the Facilities (in Universitys reasonable discretion) shall be

deemed reasonable and necessary Game Day Expenses. The Vikings acknowledge and agree that the costs

estimated as Game Day Expenses are based on available cost information as of February 2013. The Vikings

are responsible for the actual Game Day Expenses, which may be higher or lower than the estimates set forth

in

Exhibit D.

C.

Reserved Parking Fee. Subject to the State Fair Commitment described in

Section 8

below, the priority

given to University hockey and basketball season ticket holders described in

Section 2.B.

above, and the


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invoiced for Game Day Expenses within 30 days of receipt. If the Vikings disagree with any amount

invoiced, the Vikings must notify University within 20 calendar days of receipt of the invoice, which notice

shall constitute the written notice serving to initiate the dispute resolution process described in

Section 24.

The Vikings may withhold payment only of those amounts for which timely notice of dispute is given, and

only until such dispute is resolved; all other Game Day Expenses must be paid within 30 days of receipt. The

Vikings shall pay monthly to University the Game Fee and Reserved Parking Fee no later than 20 calendar

days of the month following the month in which the respective Game(s) were played. If any fee is not paid

when due, interest will accrue on the unpaid amount at the rate of 6% per annum until paid, unless timely

notice of dispute has been given. Any disputed fees must be paid within 30 days of dispute resolution, and

interest will accrue on the unpaid amount at the rate of 6% per annum. The Vikings shall also pay

Universitys reasonable out of pocket costs of collection, including reasonable attorneys fees.

4 Facility Improvement Expenses; Collaborative Process

A. Facility Improvement Expenses. University agrees to (i) complete the improvement work, including

design and planning, for those Capital Improvement Items (as defined below) identified on

Exhibit C

the

Required Capital Improvement Items )

and any others requested by the Vikings and approved by

University, subject to the time, process and schedule limitations generally set forth in the Milestone Schedule,

as updated by the construction manager and defined in

Section 4.11.

below, and (ii) acquire the portables and

Non-Capital Improvement Items described on Exhibit

attached hereto, all at the Vikings expense, which

expenses, the Vikings represent, are authorized under the New Vikings Stadium project budget. The Vikings

acknowledge that the Required Capital Improvement Items are necessary for the operation of the TCF Bank

Stadium in winter weather and for delivery of the Game Day Services at the level specified in

Section

5

herein; provided, however, that with regard to the item Heated Field Turf the parties will work

cooperatively to determine the appropriate design and technology to be utilized that ensures optimal field and

player safety conditions during winter weather play If one or more of the Required Capital Improvement

Items are unable to be completed for the 2014 NFL Season due to the time, process and schedule limitations

generally set forth in the Milestone Schedule, any such Required Capital Improvement Items shall be

completed for the 2015 NFL Season in accordance with a new Milestone Schedule prepared by University

and finalized by the construction manager awarded the construction contract for such Requirement Capital

Improvement Items, and the Vikings shall deposit with University the Pre-Design Funds, Design Funds, and


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made w ithin 30 days following completion of the design wo rk. The V ikings shall deposit with University

funds sufficient for completion of construction of the Capital Improvement Items

( Construction Funds )

on

or before January 5

2014, or su ch other date specified by U niversity. University shall provide notice to the

Vikings of the Construction Funds am ount a m inimum of 15 calendar days prior to the deposit due date. The

Vikings shall deposit such additional Construction Funds as are required to complete the construction work

for the Capital Improvement Items within 20 calendar days after University s request. The Vikings

acknowledge that University will not commence any pre-design, design or construction work for the C apital

Improvement Items until payment of the Pre-Design Funds, Design Funds and Construction Funds,

respectively, are made. The Vikings further acknowledge and agree that its failure to timely pay the Pre-

Design, Design and C onstruction Fu nds may result in (i) increased costs for the Capital Improvement Items,

which increased costs are the V ikings responsibility, and/or (ii) Universitys inability to timely com plete the

Capital Improvement Items, for which University shall have no liability whatsoever.

C .

Non-C apital Improvement Items and Portables; Temporary Bleacher S eating. University, in collaboration

with the Vikings, will develop a timeline and accompanying task list setting forth the dates by which

decisions must be made with respect to procurement of the portables and Non-Capital Improvement Items.

The V ikings shall pay to University amounts sufficient for procurement of the N on-Cap ital Improvement

Items and portab les prior to University entering into a purchase order or other contract for the Non-C apital

Improvement I tems and portables. University shall provide notice to the Vikings of the procurement am ount,

which shall be paid by the Vikings within 20 calendar days after receipt of such notice. The Vikings

acknowledge that University will not enter into any purchase order or other contract for the Non-Capital

Improvement Items and portables until such payment is made. University shall have no liability whatsoever

for its inability to timely procure the N on-Capital Improvem ent Items and p ortables, and the Vikings shall be

responsible for any increased costs for the same, if the Vikings fail to i) timely make and communicate

decisions with respect to procurement of the N on-Capital Improvement Items and portables and (ii) make

timely payment of the procurement amounts. The parties acknowledge that some of the portables and Non-

Capital Improvement Item s may be procured by a lease arrangement; if the Vikings approve procurement by

lease, it shall be responsible for all fees and other costs with respect to the lease, which shall be paid to

University prior to entering into the lease. Final reconciliation of amounts owed under the lease shall be made

within 30 days following the end of the lease arrangement.


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E.

Improvement Representatives. Kevin Warren and Steve Poppen are designated the representatives of the

Vikings (each, a

Vikings Improvement Representative

and together, the

Vikings Improvement

Representatives ),

either of whom is authorized to act on the Vikings behalf with respect to the Facility

Improvement Items, including any reviews, approvals, and information requested by University, and at least

one of whom shall attend related meetings requested by University. University shall thereafter direct all

communications with respect to the Facility Improvement Items to the Vikings Improvement

Representatives. Pamela Wheelock is designated as the representative of the University

( Universitys

Improvement Representative )

and is authorized to act on the Universitys behalf with respect to the

Facility Improvement Items. The Vikings acknowledge and agree that its failure to timely provide requested

information, approvals or review or attend meetings may result in University s inability to timely complete

the Facility Improvement Items, for which University shall have no liability whatsoever, and/or increase

Facility Improvement Expenses for the Facility Improvement Items, and the Vikings shall be responsible for

resulting increased expenses. By way of clarification, the Vikings shall not be responsible for increased costs

due to the failure of University to obtain information other than information University sought to obtain from

the Vikings which was not timely provided), diligently pursue the design, procurement and construction of

the Capital Improvem ent Items in accordance w ith the Milestone Schedule, or delay or failure to schedule and

attend meetings. University shall submit to the Vikings plans (to the extent applicable) for the Capital

Improvement Items for the Vikings approval (which approval shall not be unreasonably withheld,

conditioned, or delayed), and the Vikings shall have 15 calendar days to approve the plans or provide

University with a written list of requested changes. If the Vikings fail to either approve or provide the list of

requested changes within the 15 calendar day period, the Vikings response shall be deemed untimely.

University will consider the Vikings timely request for plan changes, and, to the extent it is feasible, in

Universitys sole and reasonable discretion, any untimely requests for plan changes, revise the plans

accordingly, and resubmit the plans to the Vikings. The foregoing process for the resubmitted plans shall

apply until said plans are approved, provided that the Vikings shall have

business days to approve the

resubmitted plans or provide University a list of requested changes. If the Vikings fail to respond within said

business day period, the Vikings response shall be deemed untimely.

F.

Procurement Process. University agrees to follow its customary procurement process and applicable

University policies to obtain competitive pricing for the Facility Improvement Items. A copy of the

applicable policy documents and related standard practices have been provided to the V ikings.


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construction decisions shall mean approval of pre-design plans and design plans for the Capital Improvement

Items, approval of the GMP for construction of the Capital Improvement Items, approval of the final budget

for the Capital Improvement Items, and approval of amendments to the GMP or final budget, all of which

shall require the approval of a Vikings Improvement Representative, the process for which shall be governed

by

Section 4.D.

above.

H. Milestone Schedule.

Exhibit G is a conceptual milestone schedule for the Capital Improvement Items

( Milestone Schedule ),

which must be finalized by the construction manager awarded the contract for the

Capital Improvement Items.

5.

Game Day Expenses University shall provide the services, equipment, supplies and work described on

Exhibit D

hereto as Game Day Expenses (collectively,

Gam e Day Items ),

all at the Vikings expense. The

Game Day Items shall be provided in a manner consistent with the standard in which such services are

customarily provided at a capacity University football game in the TCF Bank Stadium, subject to the

acknowledgem ent set forth in

Section 1.D., the Vikings assumption of the risks set forth in

Section 9.A., and

the completion of the Required Capital Improvements. The costs listed on

Exhibit

are estimates only, and

the Vikings acknowledge that actual Game Day Expenses may exceed or be lower than this estimate.

University shall use reasonable efforts to provide any additional Game Day Items requested by the Vikings at

the Vikings expense. The Vikings may elect to omit one or more Game Day Items, provided it gives

University advance notice of the same and University approves of the omission. Any expenses incurred by

University for omitted Game Day Items prior to receipt of the notice and approval of the omission by

University shall be paid by the V ikings.

6.

Tickets; Seating and TCF Bank Stadium Capacity.

A.

Ticketing and Ticketing Revenues. The Vikings shall control ticketing, contract and pay for the services

of any desired ticket vendor, and retain all ticketing revenues, subject to the remainder of this

Section 6.

The

Vikings plan to use Ticketmaster but may use another ticket vendor or handle ticketing themselves, provided

that any costs incurred by University to accommodate the Vikings ticket vendor or ticketing services shall be

deemed a Game Day Expense and paid by the Vikings. The Vikings may use the TCF Bank Stadium ticket

office on Game days. All seats will be reserved (including any temporary bleacher seating added as a Facility


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for the same or for additional expenses related to procurement. Procurem ent of the temporary bleacher seating

shall be governed by the process for Non-Capital Improvement Items set forth in

Section 4 C

The V ikings

acknowledge that University may locate its beer garden/alcohol sales area on the western plaza during

University football seasons falling within the Use Period. The Vikings shall be responsible as a Game Day

Expense for all costs of set-up, take-down, and storage (including, without limitation, any related

transportation expenses) of the temporary bleacher seating to accommodate the placement of University s

beer garden/alcohol sales area, unless such beer garden/alcohol sales area is no longer utilized by University

or the beer garden/alcohol sales area is relocated due to changes in Applicable Law or other reasons. Except

for the Athletic Director s Suite and Athletic Development Suite and the 100 non-premium seats noted above,

which are for University use, all seating and SRO TCF Bank Stadium capacity will be available to the

Vikings, subject to the rights of the Premium Seat Holders (as defined in Section 6.D.) and the provisions of

Section LA. As of the Effective Date, and based on available information, the estimated TCF Bank Stadium

capacity including bleacher seating on the western plaza) is 54 472.

D. Premium Seating. The Vikings acknowledge that University has existing contracts with loge and suite

licensees

( Premium Seat Holders ),

and that the Premium Seat Holders have a right of first refusal for

Games played in TCF Bank Stadium, allowing them the right to purchase use of the respective loge or suite

and tickets to these Games ( ROFR ). University has provided the Vikings a list of the loges and suites for

the TCF Bank Stadium dated March 12, 2013, which list identifies, as of the list date, (i) those loges and

suites which are not under contract and (ii) the expiration dates of the loges and suites which are under

contract and contain the RO FR.

i)

Rights to Market Premium Seating Not Subject to ROFR. From and after the Effective Date, the

Vikings may market premium seating rights to those loges and suites not under contract with

University (and therefore not subject to the ROFR) as of the Effective Date solely for Games

played in the TCF Stadium during the Use Period, and also may market seating rights to any

loges and suites which become available (through contract expiration following any extensions,

renewals or termination) after the Effective Date for said Games, and retain all the proceeds

therefrom. For clarification purposes, University may, until and including September 1, 2013,

renew and extend the contracts of Premium Seat Holders that expire during the 2013, 2014, 2015,

and 2016 University football seasons, which extensions will include the ROFR. Subject to the


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field post-Game, which includes the removal of NF L/Vikings markings and restoration of collegiate markings

and University logos and m arks. The Vikings and University shall use best efforts to cooperatively restore the

field post-Game. The Vikings are also responsible, as a Facility Improvement Expense, for the cost of

University s replacement of the turf at the end of the Use Period with new turf with permanent markings as

selected by University. The Vikings may offer or propose to University the installation of particular

replacement field turf at any time during this Agreem ent, but University retains the right to make all decisions

related to the replacement turf installation at the TCF Bank Stadium. The Vikings obligations under this

paragraph shall survive the expiration or earlier termination of this Agreement.

I.

Press Box and Credentialing. The Vikings shall be responsible for assignment of space in the press box

and reimburse University for any related expenses it incurs as a Game Day Expense. The Vikings shall

manage credentialing of media personnel, Game day officials, employees, and food service workers working

at the TCF Bank Stadium and establish rules for access to non-public areas in the TCF Bank Stadium during

Game Day Periods. University shall identify University staff that must be credentialed and their respective

levels of access. University and the Vikings shall cooperate to coordinate credentialing procedures.

J.

Programs. T he Vikings may p rint and sell or distribute unwrapped Vikings programs (including program s

known as Vikings Game Day and Vikings Playbook programs as of the Effective Date) within the TCF Bank

Stadium only (and not outside any gated area or on the exterior perimeter of the TCF Bank Stadium,

including, without limitation, on the plazas or promenade) and retain all program revenue, provided that the

content of the program advertising is subject to Universitys review and approval for conformance with

Universitys Existing Contracts (as defined herein) and policies. Universitys approval shall not be

unreasonably withheld, delayed or conditioned, provided it shall be deemed reasonable for University to

withhold approval if the program content does not conform to U niversity s Existing Contracts or policies.

K.

Tailgating. Tailgating will be allowed during Game Day Periods in lots designated by University under

the same rules as are in effect for University football game days. A copy of the rules in effect as of the

Effective Date has been provided to the Vikings. The number of lots available and the hours will be

determined on a Game-by-Game basis based on other University-scheduled activities. The Vikings shall not

conduct or permit marketing, soliciting, or promotional activities in tailgating areas or elsewhere on the

University campus u nless authorized in writing by University.


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payment to ARAMARK for catering services provided on the Vikings behalf with respect to its hospitality

tents, the indoor club rooms, the training table room, and other F acility locations. Alcoholic beverages will be

sold pursuant to University s license for the TCF Bank Stadium and the contract between University and

ARAMARK. The Vikings may not serve or sell, distribute, dispense, advertise or promote any food or

beverage collectively, Food Activity )

in the TCF Bank Stadium or on University campus in violation of

University s Existing Contracts, and any Food Activity of the Vikings must be approved in advance by

University and its Auxiliary Services Contract Administrator. The concessions menu and menu pricing for

Games shall be based on a list approved by ARAMARK with respect to required storage, preparation and

production capabilities ( Menu List ), consistent with the Food Service Management and Operations

Agreement between ARAMARK and University. The Vikings shall be responsible for meeting with

ARAMARK and developing the preliminary Menu List on or before February 1 of the applicable NFL

Season. University and the Vikings shall promptly review and discuss the Menu List and finalize the same on

or before April 1 of the applicable NFL Season. The Vikings shall have final control over the Menu List,

subject to reasonable review and approval by University, which approval may be withheld only due to a

conflict between the proposed Menu List and Universitys Existing Contracts or a conflict regarding storage

space use or capacity, or Facility or equipment availability or capacity. The Vikings shall have final

determination of Menu List pricing. If the Vikings fail to timely obtain the preliminary Menu List from

ARAMARK or participate in discussions with University regarding the same, and such failure, in

University s reasonable opinion, will hinder ARAMARK s ability to provide food services at Games,

University may elect to designate as the default concessions menu and pricing for Games either (i) the menu

and pricing for University football games or (ii) the menu and pricing for Games from the prior NFL Season,

if applicable. The Vikings acknowledge and agree that differences in concessions menu and pricing between

Games and University football games will result in additional costs for the Vikings for ARAMARK services

and operational risks, including without limitation, that cash registers and other food-service related

equipment and items may not be timely prepared for Games, additional logistic expenses, and lack of

inventory control. The Vikings assume these operational risks and are solely and fully responsible for the

same. The Vikings are responsible, as a Game Day Expense, for the cost of restoring the cash registers, menu

boards and other food -service items to a service-ready condition for University football games.

B. Gatorade and Pepsi Products. The Vikings have informed University that the Vikings have reached an


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Existing Contracts are generally summarized in the memorandum dated February 3, 2012 titled Sponsorship

and Other Contractual Limitations: Use of TCF Bank Stadium by Minnesota Vikings

( Memo ),

a copy of

which has been provided to the Vikings. The Vikings shall retain 100% of the revenue from the Existing

Vikings Sponsors, and University shall retain 100% of the revenue from the Existing University Sponsors

(and any other sponsors and advertisers with whom University has agreements as of the date of this

Agreement, which shall also be Existing University Sponsors ), subject to the provisions of

Section 10.E.

below.

C. ARAMARK. The share of ARAMARK commissions revenue to which University is entitled under its

existing contract with ARAMARK is referred to herein as

Existing ARAMARK Revenue .

Existing

ARAMARK Revenue generated in the Facilities during Games shall be distributed 100% to the Vikings. If

the Vikings negotiate an agreement with ARAMARK obligating ARAMARK to pay a greater percentage of

commissions revenue ( New ARAM ARK Revenue )

generated from sales in the Facilities during Games

than the Existing ARAMARK Revenue, such additional New ARAMARK Revenue will be distributed 100%

to the Vikings. For avoidance of doubt, the Vikings shall not be entitled to share in any ARAMARK

commissions revenue other than ARAMARK commissions revenue generated during Games in Facilities

used by the Vikings. The Vikings must comply with all terms and limitations of Universitys existing contract

with ARAMARK, except to the extent any such terms and limitations are re-negotiated and approved by

University, which approval will not be unreasonably withheld, delayed or conditioned. All Existing

ARAMARK Revenue and New ARAMARK Revenue shall be deposited with University to be distributed to

the Vikings by University on a Game-by-Game basis within 10 days following (i) the Vikings payment of

ARAMARJ( catering services in accordance with Section 9.A.

and (ii) ARAMARKs deposit of Existing

ARAMARK Revenue and New ARAMARK Revenue with University. University shall provide a written

accounting for such distribution including the documentation provided by ARA MARK to University.

D.

New Sponsors. The Vikings may secure new sponsorships or advertising contracts with parties other than

the Existing Viking Sponsors or the Existing University Sponsors

( New Vikings Sponsors ),

provided that

the Vikings and any New Vikings Sponsors comply with the terms and conditions of the Existing Contracts

and applicable terms of this Agreement. The Vikings shall retain 100% of the revenue from the New Vikings

Sponsors. For avoidance of doubt, University, through its agent, Learfield, may secure new sponsorships or

advertising contracts for intercollegiate athletic events in accordance with the Existing Contract with Learfield


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not be reduced during the Use Period. The Vikings may place temporary signage and/or decorations

(including field decorations) in the Facilities only with the prior approval of University, which shall not be

unreasonably withheld, delayed or conditioned, and in no event shall such signage or decorations be allowed

to cover or interfere with existing Facilities venue signs (e.g., TCF, Cok e, and/or DQ ). No permanent signage

shall be available for the Vikings use. Signage of Existing University Sponsors and any New University

Sponsors shall remain in place and visible. Subject to the restrictions and limitations herein, the Vikings m ay

allow Existing Vikings Sponsors or New Vikings Sponsors to maintain promotional kiosks in locations

approved by University, which approval shall not be unreasonably withheld, delayed or conditioned. If

temporary bleachers are installed on the w estern plaza for Gam es and rem ain in place for University football

games, University shall have the right to display signage of New or Existing University Sponsors on the

temporary bleachers, which signage may be covered by the Vikings at its expense during the Games.

University shall retain 100 of the revenue for any such bleacher signage.

G .

Advertising and Sponsorship Restrictions. Except as otherwise expressly permitted in writing by

University and the applicable Existing University Sponsor or in the C oke Letter, no sponsorship/advertising

message, signage, display, public address announcem ent or promo tional event or activity shall be allowed by

the Vikings that displays the name or trademarks of or relates to (a) any Financial Services Com pany (as that

term is defined in the Memo and Existing Contract with TCF Bank), (b) any beverage (other than beverages

m arketed under Coco-C ola trademarks) if such m essage, signage, display, announcement, event or activity

would cause University to be in breach of its Existing C ontract with the Coca-Cola C ompany, or (c) any hard

and soft-serve ice cream. Advertising/publicity may not advertise or promote gambling, drugs, adult

entertainment, tobacco, or firearms, and will not state or imply that University supports or endorses any

goods, services or political or theoretical position. Any alcohol advertising requires approval by Universitys

President. The Vikings shall not take any action or use any language in its use of the Facilities that might

reasonably be expected to offend contemporary com munity standards, such as use of words regarding sexual

acts, defamatory language, or language that might denigrate any class or group of people.

H.

TCF Bank Stadium References. The Vikings shall use only the name TCF Bank Stadium when

referring to the TCF Bank Stadium in writing and in any official oral references, advertisements and

promotions for the Vikings.


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Com pany, Incorporated, Busch Media G roup, Inc. and/or Anheuser-Busch, LLC

( V ikings Distributo rs ).

University shall not enter into any new contract or modify any existing contract such that University is

prevented from entering into contracts with Vikings Distributors. Types and brands of alcoholic beverages

sold during Games shall be determined in accordance with

Section 9.A.

13 .

Recordings; Broadcast

The Vikings, NFL and authorized networks shall have the non-exclusive right to,

and to authorize and license others to, exercise Broadcast Rights (as defined below) with respect to all Games

and to retain all revenues derived therefrom. University grants to the Vikings a non-exclusive, royalty-free

license to include in any Broadcast Rights or fixation thereof) exercise, with respect to any Game, any

likeness, image, sound or other item visible or available in the TCF Bank S tadium or the Facilities from time

to time.

Broadcast Rights

shall mean the rights, licenses, and other fees and arrangements relating to the

production and distribution of the G ames for comm ercial televisions, non-commercial televisions (by over-

the-air cable or otherwise), internet and other interactive media, and any other media available whether or not

within the current contemplation of University and the Vikings, including direct sales of advertising and

promotions by the Vikings radio broadcast and any other media fees and revenues and any income

attributable to such broadcasts (whether in or out of the local market). The Vikings or its designee(s) shall

own in perpetuity and m ay exploit the products of all such activities in its discretion throughout the world in

all media without further payment or compensation to University; provided that the Vikings shall pay for any

additional out-of-pocket expenses reasonably incurred by University related to such activities, including labor

costs, which are deemed to be Game D ay Expenses.

14 .

Neighborhood Noise and Sound Disturbance The parties acknowledge that there are long-established

residential and business neighborhoods in the vicinity of the TC F Bank Stadium. These neighborhoods have

significant concerns about noise levels affecting residents. Both parties wish to foster their goodwill and the

relationship between University and the neighborhoods. Th erefore, the Vikings shall take all reasonable steps

to assure compliance with state and local noise regulations and ordinances, including without limitation,

Minnesota Rules Chapter 70 30, and Minneapolis Ordinance Chapter 389, and the parties shall cooperate with

each other in this regard. The Vikings shall appoint a representative who shall serve as the contact and

neighborhood liaison with respect to all noise, sound disturbance and other comm unity impact issues related

to Games. All sound checks, sound system testing, and other loud activities prior to Games shall be concluded

before

p.m. and may not comm ence before 9 a.m. The Vikings shall inform U niversity of the schedule for


16/70

year from the Vikings cash contributions (e.g., 1 to 3 significant projects). The in-kind contributions shall be

arranged by the V ikings for the benefit of the projects selected pursuant to this

Section 15

and shall be valued

at their fair market value. It is the intent of the parties that the selected projects will be implemented during

the years that the Vikings play at the TCF Bank Stadium, presently planned for 2014 and 2015. However, any

unspent funds remaining in the Partnership Fund at the end of the Use Period shall remain in the Partnership

Fund for future allocation consistent with this

Section 15.

The Vikings obligation for in-kind contributions is

limited to the years the Vikings play at the TCF Bank Stadium .

C.

Projects funded through the Partnership Fund will be selected through a collaborative process by the

Stadium Area Advisory Group (SAAG), its Good Neighbor Fund Committee, and the Vikings. The Vikings

will have a representative on the Committee and be eligible to submit projects for consideration in the

selection process. If a project is selected that is not supported by the Vikings, the Vikings shall have no

obligation to provide an in-kind c ontribution toward that project. Each project selected shall be subject to final

approval by U niversity for consistency with applicable University Regents Policy.

D. SAAG and individual neighborhoods and business associations will publicly acknowledge the projects

and other contributions of the Vikings through the Good Neighbor Partnership.

E.

Projects funded through the P artnership Fund shall be selected in accordance w ith the following criteria:

i)

Projects must be b eneficial to the affected neighborhoods and businesses;

ii)

Projects will allow participation by the Vikings a nd their business partners;

iii)

Projects will be implemented during the years the Vikings play at the TCF B ank Stadium, and

iv) Projects must be consistent with applicable University Regents Policy.

16 Additional Obligations of the Parties

A.

Obligations of the Vikings. The Vikings shall, at its expense: (i) provide such governmental permits,


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17 Insurance Throughout the Use Period, the Vikings shall obtain and maintain, at its sole expense, the

following minimum insurance coverage:

(i ) Commercial General Liability covering bodily injury and property damage with minimum limits

of 1,000,000 each occurrence and 2,000,000 general aggregate.

(ii)

Automo bile Liability insurance covering own ed, non-owned and hired vehicles with minimum

limits of 1,000,000 each occurrence.

(iii) Workers Com pensation insurance as required by Applicable Law and Em ployers Liability with

l imits of 1,000,000 each accident/ 1,000,000 disease - each emp loyee/ 1,000,000 disease -

policy limit.

(iv) Umbrella/Excess Liability with minimum limits of 50,000,000 per occurrence/general

aggregate.

(v )

Property insurance covering the Vikings property w hile located at the Facility.

The V ikings shall provide a Ce rt ificate of Insurance nam ing Regents of the University of Minnesota as an

additional insured for General Liability and Autom obile Liability. All coverage shall apply on a prim ary and

non-contributory basis with any other insurance and /or self-insurance carried by University and include a

waiver of subrog ation in favor of University. Policies shall be written by com panies with an A.M. Best rating

of A-VII or bet ter and licensed and authorized to do business in the State of Minnesota The po licies shall

provide that the insurance coverage shall not be canceled or non-renewed before the end of the term of this

Agreement without written notice to University.

University insures its liability exposures through its who lly-owned captive insurer, RUMINCO, w ith limits of

1,000,000 per claim, 3,000,000 per occurrence, and 5,000,000 annual aggregate. University will continue

to maintain such coverage throughou t the Use Period.

18 Indemnification


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damage, liability, claim, cost or expense (specifically including reasonable attorneys fees and other costs and

expenses of investigation and defense), resulting from tort claims brought by third parties arising from bodily

injury to any person, or from loss of or damage to any property or property interest which occurs in the TCF

Bank Stadium, on University property surrounding the TCF Bank Stadium, or on the public sidewalks

surrounding the TCF Bank Stadium in connection with or arising out of the Games, or from injury, death or

damage directly connected with the sale of any product or item sold by University or its designee in

connection w ith the Games. This obligation applies only to injuries, losses or damage resulting from w illful or

grossly negligent acts or omissions of University, its Regents, officers, employees, agents, or others acting on

University s behalf. For purposes of this Agreement, employees leased to University by ARAMARK shall not

be considered emp loyees, agents or others acting on University s behalf.

19. Legal Compliance; Restrictions on Use.

A.

Applicable Laws. The Vikings shall cause the Games and the use of the TCF Bank Stadium during the

Use Period to, comply with all applicable laws, statutes, rules, orders, regulations, University policies and

other legal requirements and all lawful directions and orders of public officers and officials which impose an y

obligation with respect to the Games or the TCF Bank Stadium or use or occupancy thereof (collectively,

Applicable Laws ).

University shall cause the Game Day Items to be provided in accordance with

App licable Laws in a mann er consistent with the standard set forth in Section

5.

B. Fire and Safety. Without limiting the foregoing, the Vikings shall, and shall cause all Game-related

activities to, comply with all rules, orders, regulations or requirements of the Minneapolis Fire Department

and all other Applicable Law relating to fire or safety, and shall not have or permit in or about the TCF Bank

Stadium any gasoline, acetylene or other fuel or combustible or hazardous substance without prior express

written approval of University authorized contact person or designee. All work and materials done, furnished

or permitted by the Vikings shall be subject to approval by University (and, if University so determines, the

Minneapolis Fire Department), and unless so approved may be prevented or removed by University. The

Vikings shall cause all decorations and other combustible materials to be flame proofed. If University so

requests (or if required by Applicable Law), the Vikings shall deliver to University a flame proofing

certificate in the form specified by Applicable Law. No review, approval, or failure to review or approve by

University shall discharge or limit the Vikings obligations hereunder.


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F. EIS. The Vikings shall, and shall cause all Game-related activities to, comply with the mitigation

measures set forth in the final Environmental Impact Statement for the New Vikings Stadium, including,

without limitation, mitigation measures relating to traffic, parking, air quality, noise, fan behavior, trash and

other impacts related to the Vikings temporary use of the Facilities.

20. Use of University s and Vikings Names and Logos.

Except as specifically required by this Agreement,

neither party shall use the name, logo, or any other marks (including, but not limited to, colors and music)

owned by o r associated with the other or the NFL , or the name of any representative of the other, or the NFL,

without the written permission of the other. The Vikings may use Universitys name and the TCF Bank

Stadium name and logo, and University may use the Vikings name and logo, for the limited purpose of

identifying the location of the Games in advertising or other notices for the Games, which uses shall be

without charge. University hereby authorizes the Vikings to utilize the name and image of the TCF Bank

Stadium in connection with advertising and promotional activities related to the license granted under this

Agreem ent in accordance w ith all of its terms and conditions, including without limitation

Section 10(G),

and

represents and w arrants that University has the right to grant such authorization.

21 End of Season Closure; Game Day Period Expiration

A.

End of Season Closure. The Vikings shall pay the incremental costs for closure and winterization, over

and above the standard cost of closure and winterization of TCF Bank Stadium ( Closure Costs )

as a Game

Day Expense for any NFL Season during which the Vikings play in the Facilities. Items included in the

standard Closure Co sts are listed on attached

Exhibit F.

B. Game Day Period Expiration. The Vikings shall, at the expiration of each Game Day Period, cease use of

the Facilities and remove all of its property and equipment (including signage and decorations) and the

property and equipment of its employees, agents, contractors and consultants therefrom, except for such

property and equipment that is stored in the Storage Space, which must be rem oved at the expiration or earlier

termination of the Storage Space Agreement. The Vikings shall reimburse University for any and all

reasonable costs University incurs to repair any damage (excluding normal wear and tear) to the Facilities or

other University property or equipment arising out of or connected with a Game or other Vikings use of the

Facilities, unless such damage is caused solely by University, its officers, employees, agents, or


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23. Default; Remedies.

A. Vikings Event of Default. Any of the following events will constitute an

Event of Default

by the

Vikings:

(i )

if the Vikings fail to pay any fees or other payments due under this Agreement when those

payments are due, which fees or payments have not been disputed by the Vikings pursuant to

Section 3.D.

herein, and such failure continues after receipt of written notice from University for

a period of 20 days;

(ii)

if the Vikings fail to comply with any other provisions of this Agreement (excepting the

provisions resulting in a Health and Safety Default, which are addressed below), and such failure

continues after receipt of written notice from University for a period of 30 day s; or

(iii) if the Vikings make an assignment for the benefit of creditors, or initiate voluntary proceedings

under any bankruptcy or insolvency law or law for the relief of debtors, or if there are any such

proceedings initiated against the Vikings which are not dismissed within 60 days.

Upon an Event of Default by the Vikings, University shall be entitled to prevent the Vikings from

accessing or using the Facilities and/or require the Vikings to vacate the Facilities and to exercise all legal

or equitable remedies available to University, including, without limitation, termination of this

Agreement. In addition, if the Vikings fail to comply with any provision of this Agreement, which failure

results, in University s sole and reasonable discretion, in a situation that threatens human health or safety

or endangers property

( Health and Safety Default ),

if the Vikings do not immediately commence to

cure such failure after notice (which may be given orally, by telephone or otherwise), University is

entitled to take action to cure such failure or otherwise ensure the safety of persons and property and

charge the Vikings for costs of the same, in addition to the foregoing remedies for an Event of Default.

The Vikings shall pay to University all of University s damages, costs and fees, including reasonable

attorneys fees, arising out of the Vikings failure to comply with the terms and conditions of this

Agreement.


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The provisions of this

Section 24

shall not affect a party s rights to initiate court proceedings if the

dispute is not resolved, provided that the dispute resolution process in this section has been exhausted. In

addition, the provisions of this

Section 24

shall not affect a party s rights to serve a notice of defau lt to

the other party under Section 23;

provided, how ever, if the party to whom the default notice is served

disputes such default in good faith and provides a Dispute N otice to other party, the cure period u nder

Section 23 shall be tolled until the dispute resolution process u nder this section has been exhausted.

25 .

License Only; Relationship of the Parties.

The Vikings acknowledge that this A greement represents a grant

of a revocable license only, and no t an easement or lease. Nothing in this A greement shall be construed as

creating any joint venture, partnership or agency relationship between the parties for any purpose whatsoever

or as constituting either party as the legal representative, guarantor, surety or agent of the other. T he parties

are independent contractors of each other. Neither party shall have the right or authority to assume, create or

incur any liability or obligation of any kind , express or implied, against or in the name of or on behalf of the

other.

26 . Limitation of Liability IN NO EVENT SHALL UNIVERSITY

BE

LIABLE FOR ANY INDIRECT,

CONSEQUENTIAL, INCIDENTAL, LOST PROFITS OR LIKE EXPECTANCY DA MAG ES ARISING

OUT OF THIS AGREEMENT, PROVIDED THAT THE FOREGOING SHALL NOT APPLY TO

UNIVERSITY S INDEMNIFICATION OBLIGATIONS UNDER

SECTION 18.B.

IN WHICH CASE THE

LIMITS OF THE MINNESOTA TORT CLAIMS ACT SHALL APPLY. UNIVERSITY S TOTAL

LIABILITY FOR BREACH OF T HIS AGREEMENT IS THE TOTAL OF TH E FEES PAYABLE BY TH E

VIKINGS (EXCLUDING THE REIMBURSEABLE EXPENSES) AS SET FORTH IN SECTION 3 OF

THIS AGREEMENT, PROVIDED THAT T HE FOREGOING SHALL NOT A PPLY TO BREACHES OF

UNIVERSITY S INDEMNIFICATION OBLIGATIONS UNDER SECTION 18.B.

IN WHICH CASE THE

LIMITS OF TH E MINNESOTA TORT CLAIMS A CT SHA LL APPLY.

27. Personal Property.

Except to the extent caused by the willful misconduct or gross negligence of University,

University is not responsible for loss of or damage to any personal property of the Vikings, its guests, agents,

employees or invitees, brought into the Facilities or onto University property in conn ection with the Games.

Except for personal property stored in the Storage Space, University has the right to remove, place in storage


22/70

permit to accrue, and shall defend and indemnify University against and hold University harmless from, any

liens for labor or materials provided to the Vikings, or claimed to have been so provided.

30 .

Force Majeure Event If the TCF Bank Stadium becomes unavailable for a Game, or a Game is otherwise

unable to proceed, because of an act of God, act of nature, national emergency, war, terrorism or threat

thereof, civil disorder, labor dispute, failure of public utilities, fire, weather-related damage, casualty,

mechanical failure, order of government authorities, or other cause beyond the reasonable control of the

parties a

Force Majeure Event ),

then a) the Vikings shall pay to University the Game Day Expenses

incurred by University or for which University then is and will unavoidably remain committed) up to that

time, together with any additional Game Day Expenses incurred by University to vacate the Facilities and

clean and restore the same pursuant to its customary operations; and b) a proportional and equitable share of

the Reserved Parking Fee and Game Fee, if a Game has commenced no Reserved Parking Fee or Game Day

Fee or any portion thereof will be due if a Game has not commenced), and the parties shall otherwise be

excused from performance under this Agreement with respect to said Game s). For avoidance of doubt, the

Vikings shall remain liable to pay all Facility Improv ement Ex penses.

31 .

Notices.

All notices, approvals, requests, consents and other communications required or elected to be given

hereunder must be in writing and shall be delivered personally, or by facsimile or electronic mail provided

such delivery is confirmed), or by a recognized overnight courier service or by United States mail, first-class,

certified or registered, postage prepaid, return receipt requested, to the other party at its address set forth

below o r to such other address as such party m ay designate by no tice given pursuant to this section.

University of M innesota

o Department of Intercollegiate Athletics

Attn: Scott Ellison, Associate Athletics Director

TCF Bank Stadium

420

23rd

Avenue SE

Minneapolis, MN 55455

Facsimile No.: 612 )

624 5677

Email: [email protected]


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With a copy of Un iversity of Minnesota

default notices to:

Office of the General Counsel

Attn: Transactional Law Services Grou p

360 McN amara Alumni Center

200 Oak Street SE

Minneapol is , MN

55455-2006

Facsimile No.: (612) 626-9624


If to Vikings:

Minnesota Vikings Football, LLC

Attn: Kevin Warren, Esq.

Vice President of Legal Affairs Chief Adm inistrative Officer

9520 V iking D rive

Eden Prairie, MN 55344

Facsimile No. (952) 828-6514


W ith a copy to: innesota Vikings Football, LLC

Attn: Steven D. Poppen

Vice President of Finance Chief Financial Officer

9520 Vikings Drive

Eden Prair ie , MN 55 344

Facsimile No: (952) 828-6514


With a copy to: innesota Vikings Football, LLC

Attn: Steve LaCroix

Vice President of Sales Mark eting/Chief Marketing Officer

9520 Vikings Drive

Eden Prair ie , MN 55344


24/70

one or more members of the Vikings ownership or one or more family members of the Vikings ownership);

provided, however, that i) the assignment to the assignee shall not violate, or create any potential violation of

Applicable Laws; (ii) the assignee shall provide such information about the assignee s financial and

reputational status as may be requested by University to assure University that the assignee can satisfy the

obligations of the Vikings under this Agreement; and (iii) the assignee shall assume in writing the obligations

of the Vikings under this Agreement. Notwithstanding any assignment, the Vikings shall remain fully liable

for the performance of all obligations under this Agreement and shall not be released from its obligations

under this Agreement. Consent by University to any assignment shall not waive the necessity for consent to

any subsequent assignment. If any of the obligations of the Vikings is assigned, University may collect

payment from the assignee and apply the same to the payments owed by the Vikings under this Agreement,

but no such assignment and collection of payments shall be deemed a waiver of this section or the acceptance

of the assignee, or a release of the Vikings from the performance of any covenants on the part of the Vikings

contained in this Agreement.

33 .

Non Waiver. No waiver by any party of a default or non-performance by the other party shall be deemed a

waiver of any subsequent default or non-performance.

34 .

Governing Law; Forum

The laws of the state of Minnesota govern the validity, construction and

enforceability of this Agreement. Suits, actions, claims and causes of action relating to the construction,

validity, performance and enforcement of this Agreement may be brought only in the state courts of

Minnesota.

35 .

Entire Agreement. This Agreement (including all exhibits) is intended by the parties as the final and binding

expression of their agreement and as the complete and exclusive statement of its terms. The Recitals hereto

are incorporated by reference herein as essential terms of this Agreement. This Agreement supersedes all

prior negotiations, representations and ag reements betw een the parties, whether oral or written, relating to the

subject matter of this Agreement.

36 . NFL Obligations of Vikings.

University is aware that the Vikings are required to com ply with the following:

i)

the NFL Constitution;


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37. Representations and Warranties. Each party represents and warrants to the other that it has the right and is

duly authorized to enter into this Agreement.

38. Miscellaneous Provisions.

A. Counterparts and Delivery of Electronic Signatures. This Agreement may be executed in any number of

counterparts, each of which will be deemed an original, and all of which together will constitute one single

agreement. The executed counterparts of this Agreement may be delivered by electronic means, such as

email and/or facsimile, and the receiving party may rely on the receipt of such executed counterpart as if the

original had been received.

B. Headings. The headings of sections and paragraphs in this Agreement are for convenience only and do

not affect the construction or interpretation of the Agreement. Each reference herein to include or

including or includes shall be deemed to be followed by the words without limitation .

C.

Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder of this

Agreement will not be affected thereby but will continue to be valid and enforceable to the fullest extent

permitted by law.

D. Survival. After expiration or termination of this Agreement, all provisions relating to payment of amounts

previously accrued will survive until completion of required payments. In addition to those provisions which

specifically provide for survival beyo nd expiration or termination, all provisions, if any, regarding ow nership,

indemn ification, warranty, liability and limits thereon or which b y implication were intended to continue, will

survive u ntil fulfilled.

E. Vikings Assets. The University shall look only to the limited liability assets of the Vikings and not to the

assets of any partner or other person, including without limitation the Vikings general partner and Vikings

own er for the satisfaction of any obligation or debt under this Agreem ent.

F.

Vikings Responsibility for Costs. The costs and expenses to the Vikings for the use of the TCF Bank

Stadium shall be chargeable to the New Vikings Stadium project costs and expenses to the extent provided in

that certain Preliminary Development Agreement by and between Minnesota Sports Facility Authority


26/70

concerns relating to the Agreement and will facilitate communication between the parties. Pamela Wheelock,

whose contact information is listed in

Section 31,

is designated as University s Agreement Representative,

and Kevin Warren, whose contact information is listed in Section 31

is designated as the Vikings

Agreement Representative. Each party may replace its Agreement Representative at its discretion, provided

that it provides the other with prompt notice of any such replacem ent.

42 .

Termination.

The Vikings and the Minnesota Sports Facilities Authority

( Authority )

entered into a

preliminary development agreement as of December 7, 2012 (the

Preliminary Development Agreement ),

which agreement as amended addresses the relationship between the Authority and the Vikings regarding the

design and pre-construction matters for the proposed New Vikings Stadium. The Vikings, or an affiliate, and

the Authority contemplate entering into a development agreem ent related to the development and construction

of the New Vikings Stadium (the

Development Agreement ).

If, prior to any Games played by the Vikings

in the TCF Bank Stadium, (i) the Preliminary Development Agreement is terminated without a Development

Agreement being executed or (ii) the Development Agreement is subsequently terminated, then this

Agreement shall also terminate upon receipt by University of notice of termination by the Vikings (the

Term ination Date ).

On the Termination Date, the rights and obligations of the parties under this

Agreement shall cease, subject to the provisions of

Section 38.D.

and the Vikings and University s

obligations under this

Section 42. Within 30 days following the Termination Date, the Vikings shall pay to

University all Costs incurred in accordance with this Agreement prior to the Termination Date (or for which

University then is and will unavoidably remain committed). University shall return to the Vikings all deposits

and other funds it received from the Vikings that University (i) has not expended or unavoidably committed

itself to expend, or (ii) are not otherwise owed to University pursuant to the terms of this Agreement. Any

dispute between the Vikings and University regarding amounts owed under this

Section 42

shall be resolved

pursuant to the dispute resolution process in

Section 24.

43 .

Acceptance.

The subm ission of this Agreement to the V ikings represents a reservation of the Facilities for the

Use Period and an offer by University for the Vikings use of the Facilities. This offer may be accepted by the

Vikings by returning a copy of this Agreement signed on behalf of the Vikings, together with the Pre-Design

Funds deposit required by Section 4.B.

This offer and the reservation of the Facilities expire if University has

not received the signed Agreement and the Pre-Design Funds by

p.m. Central Standard Time on April 26,

2013 whereupon neither University nor the Vikings will have any further obligations to the other with respect


27/70

Accepted and agreed:

Minnesota Vikings Football LLC

egents of the University of Minnesota

By:

7

y:

Its:

)(\( 4-

F i-rt

ts:

Date:

-

. 1

ate:


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EXHIBIT A

STADIUM FACILITIES LICENSED TO THE VIKINGS

TCF Bank Stadium Site

Area bounded by University Avenue, Oak Street SE,

t h

Street SE and

23rd

Avenue SE,

exclusive of the 2 22 1 Building.

TCF B ank Stadium

000 Level

Service concourse

Elevators (co-use by Vikings and Stadium operations/ARAMARK staff)

Premium Entrance

Ticket Office

Hall of Fame

M-Club (except bar area; finishing kitchen/storage space)

Home Team Complex, including training rooms, locker rooms, equipment room,

training table room (Vikings use for food-related events only), interview room ,

coaches suite, recruiting room

Media pass gate located inside of Dodge County entrance

Loading dock

Marshaling Area, including officials locker rooms, x-ray exam room, ramps and

access points from the exterior of the building to m arshaling as well as from the

field to marshaling Excludes com puter/check-in area designated as exclusive use

by ARAMA RK.)


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200 Level

Excluded from agreement

300 Level

All except areas designated as exclusive use by ARAMARK

400 Level

All, excluding unfinished spaces subject to rights of Premium Seat Holders and

areas designated as exclusive use by ARAMARK

500 Level

All subject to rights of Premium Seat Holders). Excludes areas designated as

exclusive use by ARAMA RK.

600 Level

All except for suites reserved for University use

The following suites are reserved for University use:

Athletic Director Suite

Athletic Development Suite

Excludes areas designated as exclusive use by ARAMARK

Includes shared use of the Command Center and the Videoboard Control Room

Bowl

All upper and lower

Mariucci rena

Club Room depending on availability


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LEVEL 000

SERVICE LEVEL

STORAGE SPACE

T

CE

a

0304t

T

1

c

LI

Jm_S1

20

ARSHALLING

4

3S 0

TORAGE

SPACE

-

338

__

P000 01

10808) 03A 18\ 0000

Entry Gate (PenrromEntry)

02

176 0368

320 32

omeTe

Hal of Fame

03

iOCo,e

04

:L:::JL

M.Cho5000re

05

Stadum T ckerOff,

ce

06

ocker R

om 070 0078

EP

Home Team Locker Room - Hydro Room

08

- C

ommg Room

09

ocroilino Rom

10

ertocoCrrco(o ron

Gopher Locker Room

11

Home Team LockerRoom -Indioidoolo o, ero)170)

17

-

IKINGS

HomeMediolniev, Room 13

o

pororono/Slorogesopporl

Nome

00

leomLookerRoom-Cooclre,LookerRoom 14

22

23

NeodC0ocheLookorRoom

15

01

eOVfllke0n9/GoeoSo,or000

P-1 Rom

16

Ktchen

T.orrringTobe

18

Ex am R

0

000rm

10 024

20

0

018 ol Locker Roo (2) 71A 0718

ood

Morcho))rflg Area

22

Enrry Soe ond Entry Poco

23

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firy

08 76

Room

v snors Locker Rom

/

0 1

000iorlin .offl000

9 learn Locker Room Coaches 100te Room

29

>

V

Vio tlrrg Team lock00 Room -Troorog Room )2)

31A 0316

I

Vrtrr,ngTeom locker Room - loom Room (2)

374 0028

vrriling Team Locker 900rn- Equipment Roor,r/2)

336 08-30

7

100

VoiriflgTeOnrLOcke000m-)oditrdoo Lockers (800)

oo

11

11

l

Aoorkory locker Room

35

1

utore Doo opment

Aoohory Locke

Room (2) 360 0068

i .L_

I

14

Aoollory Locker Room - CoCheo Locker Roorn)2) 374 0376

60

-

000(507Locker Room - (ndvrdoo Lock000 )App

,00.R0)

38

)

,

3

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oxc0001ndJUfl000blr

010


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LEVEL 1

MAIN CONCOURSE

VIK ING S G UE S T S E RVICE S

7 ::

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P L Z F O R

Mn

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T E M P O R R Y

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LEVEL 300

CLUB LEVEL

Home Team

Restrooms

M P

Verrtcal Circulation

RpraittTicketlng/Gue t SeruiCes

Band

loud bucolIc

--

Lockers lauu,vroirin; officials)

Open to Below

_ Premium Area

PrensjMedra

Future Oeuelnpmenr

Urrexcauured/Unusable

Stadium Club

01


33/70

LEVEL 400

LOGE LEVEL

Logo Lecl

01

LogeLOoelLorcnge

2 4 3

JNFINISH E D L O G E

SPACE NOT

AILABLE ON GAME

D Y IN CURRENT

LEV F FINISH

AINNESOTA

AL

.

I

riloal

SUBJECT TO

RIGHTS OF PREMIUM

SE T MOWERS

Home Tom

Restrooms

M P

Vertical Circulation

OpesarmonslStorage/Support

Retaillticketingfoueet

Band

Food Service

Lockers laun. visiting officials

Open so Below

PremumArea

Peevs/Mndru

Future Development

Unenvauarvd/Unusab e


34/70

LEVEL 500

SUITE LEVEL

Svrte

Level

01

Head Cher Office and SoOn 02

Suite Leon Lounge l4)

3 5 4 5 5 5 6

MINNESOT

I

Home Team

Restrooms

M P

Vertica OrCuIatron

Operations/Storage/Support

Retail/TiokerirvgfDuevrServices

Band

FoodService

-- Lockers lace, visitIng. officials

Open IV Below

Premrurn rea

_ i

Future Deve lopment


35/70

LEVEL 6 0 0

PRESS LEVEL

M I N N E S O T A

HomeTeam

;

Vertical Circulation

U

Opnratcons/SrorugeiSupport

Retamlftioketing/Guett Serorts

9

[8u d

a

Food Serroce

Locker, Duo nIslriO

ificialsl

pen to Below

S 256 IN

A B L A B O A S

THOSE DESIGNATE

LUS I USE BY

I C D F P A R T M E

1IKIN6S USE

PLANASROO

06210

603

_L ai

E J

04

06

0

1

2

V451

B

69

607 00 11

13 15 017

[ DUSiiEENTHE

S H A R E D U S E B E T W E E N T H E

VIKINGS AND UNIVERSITY

VIKINGS AND UNIVERSITY

COMMAND CENTER

V I D E O B O A R D C O N T R O L

Pr et Level

601

Presidents Suite 602

Athletics Development Suite

003

Athletic Directors Suite 604

indoor Club Roo

HomeAudio Booth

685

606

Home Couches booth 607

TeamCumera Booth

608

TeioourOn Booth 603

Visiti ng Couches Booth 610

VisitingRAdiOBooth

611

StvtBnoth

612

PA Bootir iVldeo

i

Scombourd Booth 613

Replay Booth

614

Ofhoiuis Booth

615

Secorlty Command Booth

616

Game

Ma na ge me n t

Booth

617

AoomiaryoudmoBoothl2l 618 610

VisitingAD. Booth

620


36/70

Exhibit A 2

Exclusive R M RK Space in TCF Bank Stadium

Floor Room

Map Room

Function

Notes

Ground

G180

005 M Club

Bar area only

Ground

G160 No number

Finishing kitchen

Coffee prep area

Ground

G155D

NW corner of

1 1

Storage Recruiting room

Ground

G136 018

Training table

For Vikings use for food

events only

Ground

G13 D

No number

Dish room

Ground

G13 C No number Storeroom

Ground G13 B

No number

Office

Ground G 130

No number

Office

Ground

G130

017 Kitchen and

coolers/freezers

Ground

G128 No number Cashier marshalling

area

Ground

G127 No number

Cash room

Ground

G 81 No number

Computer station

Small area immediately west

of G081

Ground

Unnumbered No number

Alcohol storage

Section due east of G075

Ground

G 75A

No number Storage

Ground

G 23

No number Storage

Ground

G006

No number Storage

First

165

No number

Concession

First

164

No number

Storage

First

162

No number

Concession

First 161

No number

Concession

First

159

No number

Concession


37/70

Exhibit A 2

Exclusive ARAMARK Space in TCF Bank Stadium

First

109

No number

Vending Commissary

First

Unnumbered

No number Concourse Multiple locations for

portable stands

Third 320E

No number

DQ Club kitchen

/serving bar

Third

320F

No number

DQ Club

kitchen/serving bar

Third

Unnumbered

301 DQ Club room Multiple locations for

portable stands

Third 307

No number Grease cleanout

Third

305

No number Pantry

Fourth

424 No number

Storage

Fourth

422 Northwest

corner

Corner of 402

Loge Cashier station

Fourth

Unnumbered

Corner of 403

east loge area

Loge Cashier station

Fourth

409

No number Pantry

Fourth

Unnumbered No number Upper deck Multiple locations for

portable stands

ifth

540L

505 506 Storage

ifth

540K

505 506

Storage

ifth

540J

505 506 Pantry

ifth

540E

505 506

Storage

Sixth

670B

602 Pres Dining Room

Cubby

Sixth

670 602 Pres Bar area

Sixth

640 605

Bar area

Indoor Club Room

Sixth

640A

Across from Pantry


38/70

Exhibit A 3

Tent Location Space

/

T

\\ \

j


39/70

Exhibit B


40/70

University Events

University of Minnesota Athletics

vent Calendar

August 2 14

Sunday

onday

uesday ednesday hursday

riday

aturday

3

10 2

3 4

5 6

17

8

19

20

2

23

State Fair Begins State Fair State Fair

24 5

26

27

28 29

30

TBD-Gopher FB

State Fair

tate Fair State Fair

State Fair

State Fair

State Fair State Fair

Res Hall Early Move In

Ran Hall Early Move In

Welcome Week Welcome Week Welcome Week

Welcome Week

2/15/201 2 1:23 PM SE MS Professional age of

Exhibit


41/70

University Events


vent Calendar

August 2 14

Sunday

onday uesday

ednesday

hursday riday

aturday

31

State Fair

Welcome Week

Mi


42/70

Exhibit B


43/70

University Events


Event Calendar

October 2 14

Sunday

onday

Tuesday

Wednesday

Thursday

Friday Saturday

2

3

4

5

7

8

9

10

11

TED

opher Football

no. Northwestern

Homecoming 100 Anniversary

12

3

14

15

16

17 18

TBD

Gopher Football

vs. Michigan

19

21 22

23

4

25

26 7 28

29

30

31

2/1512012 1:24 PMSE

MS Professional

age of


44/70

Exhibit B

University Events


45/70


Event Calendar

December 2 14

Sunday

onday

Tuesday

ednesday

Thursday

Friday

Saturday

2

4

5

6

7

9

11

12

13

Last Day of Classes

Study Day

Finals

Finals

Hold for M BBIWBB

14

5

Finals

Study Day

21

2

Hold for MBBPJBB

16

7

8

9

0

Finals

inals

inals

23

4

5 8

7

28

9

0

1

2f512012 1:24 PM SE

MS Professional

age I of

L M

Exhibit B

University Events


46/70

Univers i ty o f Minnesota Ath le t ics

Event Calendar

August 2 15

Sunday

onday

Tuesday

Wednesday

Thursday

Friday

Saturday

2

4

5

6

7

8

9

5

12

13

14

15

16

7

18

19

2

2

22

23

4

5

6

7

8

9

State Fair Begins

tate Fair

tate Fair

30

State Fair

tate Fair

Res Hall Early Move In

2/15/2012125 Plo S

MS Professional

age 1 of

m

Exhibit B

University Events


47/70


Event Calendar

September 2 15

Sunday onday

Tuesday

ednesday

Thursday Friday Saturday

2 3

4 5

State Fair

State Fair State Fair State Fair State Fair

Res Hall Early Move

In elcome Week Welcome Week

Welcome Week Welcome Week

ITBD

Gopher

FB

5

8

9

10

12

State Fair

tate Fair Ends

First Day of Classes

Welcome eek

elcome Week

Labor Day

13

4 5

9

7 8 9

TED- 2015 Gopher

Football Game

20

2 3

4 5

6

TED- Gopher Football

vs. Ohio

27

8

9

0

2/1512012 125 PM SE MS Professional age 1 of 1

Exhibit B

University Events


48/70

University of Minnesota Athletics Event Calendar

October 2 15

Sunday

onday

Tuesday

Wednesday

Thursday

Friday Saturday

2 3

6

7 8

9

10

2

13

14

15

6

17

8

9

20

2

22 23

24

25

6

27

28

29

3

3

211512012 1:25 PM SE

MS Professional

age 1

of

lm

Exhibit B

University Events


49/70


Event Calendar

November 2 15

Sunday

onday

Tuesday

Wednesday

Thursday

Friday

Saturday

3

4 5 6

7

8

10

12 13

14

Held for MSB/WBB

15

6

17 18

19

20

21

Hold for MBB/WBB

3

4 5 6

7 8

Thanksgiving and loating

Holiday

29 0

2/15/2012 1:25 PM SE

MSProfessional

age 1 of I

B 1O

Exhibit

University Events


50/70

Event Calendar

Saturday

5

12


December 2015

Sunday

onday

uesday ednesday

hursday

riday

6

0

Hold for

MBB WBB

13

4

5 6 7 8

9

Hold for MBBfBB-depends on finals

week

Last Day of Finals

inals inals]

classes

20

2

3

4 5

6

IStudy Day

1

Finals

inals Last day of finals/semesterl

27 8 9 0

1

2/15/2012 1:25 PM SE

MS Professional

age 1 of 1

B-Il

Exhibit B

University Events


51/70

University of Minnesota Athletics Event Calendar

August 2016

Sunday

onday

Tuesday

Wednesday

Thursday

Friday

Saturday

3

4

5

6

7

9

10

12

13

14

5

16

17

18

19

20

21

2

23

24

25

26 27

State Fair Begins

State Fair State Fair

28 9

0

31

State Fair

tate air

tate Fair State Fair

Res Hall Early move in

IWelcome Week

2 15 2012 1:26 PM SE

EMS Professional

B 12

Page 1 of

xhibit

University Events


52/70


vent Calendar

September 2 16

Sunday

Monday

Tuesday Wednesday

hursday

riday

Saturday

3

State Fair

tate Fair

Welcome Week-Tentative Welcome Week-Tentative

T-GoPhe FB

Welcomw -Tentative

4 5 6

7 10

State Fair

State Fair Ends

TBD Gopher Football

Welcome Week-Tentative Labor Day First Day

of

Classes vs. Indiana State

Tentative

11 2

13

14 5 6 17

18

9

0

1 2 3

vikings university agreement

Documents