hammes company project management proposal

July 10, 2012

Mr. Steven C. Maki, PEDirector of Facilities & EngineeringMetropolitan Sports Facilities Commission (“MSFC”)900 South 5th StreetMinneapolis, MN 55415

Dear Mr. Maki:

The Hammes Company is pleased to respond to your Request for Proposal for Owner Representative Services ( ‘RFP”) for the new NFL Stadium in Minneapolis (the “Project”). We are pleased to submit this supplemental information in addition to our RFQ response, which we submitted to MSFA on June 22nd. As described in our June 22nd submittal, we have extensive NFL stadium experience and systems built specifically to manage NFL stadium projects for public sector clients. We also have an unmatched track record of delivering sports and entertainment projects on time and on budget. The project management team we have proposed for your project is comprised primarily of individuals who led the successful $1.6 billion MetLife Stadium on behalf of the New York Giants and New York Jets. We are prepared to commit these individuals for the entire duration of your project. MetLife Stadium is the NFL’s most complex stadium initiative to date and was completed ahead of schedule and under budget while satisfying all the requirements of two owners. MetLife stadium is the most ambitious design-build project undertaken in the NFL and has set new standards in the league for quality, technology and environmental programs. Our strong project leadership and close relationship with the Jets and Giants at MetLife Stadium enabled the owners to hold events four months ahead of schedule. Hammes Company has a significant depth of experience in the development of other recent NFL stadiums as well, including Lambeau Field redevelopment, Ford Field and others. Our project management team includes individuals with the requisite experience to address every facet of stadium development. Hammes Company is an organization comprised of more than 200 professionals, so we can tailor our staff resources specifically to suit the needs of MSFA and other Project stakeholders, providing key staff support for targeted assignments during various stages of project delivery as needed. Hammes Company is uniquely qualified to support the requirements of MSFA, the community and other project stakeholders in the development of your exciting stadium initiative in Minneapolis for a number of important reasons as summarized below: • NFL Success - Hammes Company has the most extensive background and experience serving public and private interests on NFL

stadium projects over more than 15 years.• Public Sector - We have built an entire operating system to support complex building projects for public clients.• Project Controls & Risk Management - We have a proprietary management system that has proven success for public entities

... we have never missed a budget or schedule and never had a client absorb a monetary judgment from a construction claim.• Creative Solutions - We are known for driving innovative ideas that drive greater income through facilities and solving complex

building problems. In Detroit, we devised a strategy to build the dome that saved nearly $100 million for our public clients.• Budget Control - Unmatched record in delivering projects within budget and on time ... an uncommon result in stadium building.• People - Our team for the MSFA recently completed the highly successful MetLife Stadium and is ready to begin your project. The experience of our team, working together on many challenging projects, provides a strong foundation for us to move forward with your project quickly and efficiently. We look forward to discussing the Project with you further so that we can help make this exciting opportunity a reality.

Best regards,

Robert P. DunnPresident

22 East Mifflin Street, Suite 800Madison, Wisconsin 53703

Tel: 608 274 7447 Fax: 608 274 7442

Madison n Milwaukee n New York n Washington D.C. n Los Angeles n Houston n DallasPhiladelphia n Chicago n Detroit n Seattle n Orlando n Richmond n Denver

Principal Contact: Robert P. Dunn - President22 E. Mifflin St, Suite 800

Madison, WI 53703(608) 274-7447

[email protected]

1.0 ExECuTivE SuMMARY

H A M M E S C O M P A N Y

Section 1.0 Page 2

New Stadium Minnesota Sports Facilities AuthorityOwners Representative RFP

MiNNESOTA SPORTS FACiLiTiES AuTHORiTY

TAbLE OF CONTENTS

TAbLE OFCONTENTS

1.0 ExECuTivE SuMMARY

2.0 ExPERiENCE

3.0 PROJECT APPROACH

4.0 FEE PROPOSAL

5.0 APPENDix ExHibiT 1 - NON-COLLuSiON STATEMENT ExHibiT 2 - COMPENSATiON ExHibiT 3 - SAMPLE PROJECT MANAgEMENT AgREEMENT



1.0 EXECUTIVE SUMMARY

Section 1.0 Page 1

H a m m e s C O m P a N Y


mINNesOTa sPORTs FaCILITIes aUTHORITY

iNTRODuCTiONHammes Company has built its expertise in four primary market sectors - sports and entertainment, commercial, healthcare and governmental / academic. We are currently involved in fee for service engagements and real estate development with an aggregate value exceeding $5.3 billion. Our Sports and Entertainment division is recognized as a leader in the development of sports venues for professional, collegiate and minor league sports franchises. Hammes Company has unparalleled experience in the development of recent NFL stadiums including Metlife Stadium, Lambeau Field redevelopment, Ford Field and others. The team we have proposed for your new NFL Stadium in Minneapolis is comprised primarily of individuals who led the successful $1.6

Billion Metlife Stadium on behalf of the New York Giants and New York Jets. We are prepared to immediately commit these individuals to your project. Our experienced team provides expertise in every facet of NFL stadium development including design, construction, finance, marketing, operations, technology, and community programs such as targeted business outreach, participation and sustainable development. MetLife stadium is the most ambitious design-build project undertaken in the NFL and has set new standards in the league for quality, technology and environmental programs. Our successful design-build strategy for MetLife Stadium allowed the Jets and Giants owners to hold events four months ahead of schedule and we delivered the project significantly under budget. Hammes Company has a strong history of success as an Owner’s Representative and Project Manager on leading sports and entertainment projects nation-wide. We have unequalled success in completing complex sports and entertainment projects on time and on budget. Following is a summary of key factors that define Hammes Company’s experience and unique qualifications to lead the new NFL Stadium project in Minneapolis. OPTiMiZiNg NFL STADiuM iNCOMEHammes Company has a proven track record of success in creating significant sources of new net revenue in NFL stadiums including innovative premium amenities, retail components, group sales, media strategies and sponsorship programs. Our experience in identifying and delivering new revenue streams in sports facilities, coupled with our ability to plan and execute complex real estate transactions provides significant value to our clients. Hammes Company’s ability to understand, measure and forecast financial performance of NFL facilities builds upon our detailed knowledge of the dynamic interaction between development, finance, user groups and operations. Hammes Company has worked closely with NFL Stadium operators, team owners, vendors, sponsors and league executives to develop a complete understanding of NFL stadium financial performance. Our most

recent projects have been recognized in the industry for leading the trend toward the creation of year-round destinations that drive revenue, local economic impacts, community interests, corporate participation and guest experience. PROvEN NFL STADiuM SuCCESSHammes Company has extensive experience serving public and private clients on NFL stadium projects for more than 15 years. We have built a business to serve the needs of owners undertaking complex, challenging sports and entertainment



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Section 1.0 Page 2




projects. Our depth of experience enables us to provide a complete program of services to lead all facets of projects to ensure success for our clients. MetLife stadium is the most ambitious design-build project undertaken in the NFL and

has set new standards in the league for quality, technology and environmental programs. We believe that our success in leading the MetLife Stadium project and other NFL projects provides an important asset to your project. PROJECT CONTROLS & RiSK MANAgEMENTThe primary focus of the Hammes Company staff is the successful execution and delivery of large, complex projects. Hammes Company has developed proprietary project management systems that have proven successful in managing NFL stadium projects for public entities. We have built an entire operating system to support complex building projects in the public arena. We have never exceeded a budget, missed a project schedule or had a client absorb a monetary judgment from construction claims. We have achieved this because decisions reached in the early planning phase are used to drive the design of the project to maximize revenue and

control costs. Hammes Company utilizes operating systems that provide the most sophisticated resources to aggressively manage project outcomes.

COMMiTMENT TO SuSTAiNAbiLiTYHammes Company’s project delivery methodology focuses significant emphasis on incorporating “green building” sustainability technologies and helps guide the design and construction to a successful and cost-effective result. As an owner/operator of commercial real estate and the manager of sports and mixed-use

developments, we are uniquely qualified to assist our clients in developing an operations plan to maximize new revenue generation opportunities while balancing lifecycle and initial cost considerations. CREATivE SOLuTiONSHammes Company is known for generating and implementing innovative ideas that solve complex problems, reduce risk exposure to our clients and drive greater income through stadium facilities. At Ford Field in Detroit, we devised a strategy to build a roof structure that saved nearly $100 million for our public clients. In Meadowlands, we devised a Design-Build strategy that enabled Giants and Jets ownership to enjoy the benefits of cost and schedule certainty for the majority of the stadium construction, while maintaining flexibility for planning, marketing and designing “Owner Allowance” areas such as sponsorship zones, clubs, suites, exterior façade, and technology platforms.

TECHNOLOgYHammes Company managed the $100M facility technology design and implementation at MetLife stadium in close coordination with the New York Jets, Giants and the stadium operating company. MetLife stadium has been recognized as one of the most technology enabled stadiums in the world. Every system that manages, monitors, and entertains in the facility is IP enabled and designed to run on the stadium enterprise network. This includes Building Management, Security, Point of Sale, IPTV, Wi-Fi, VOIP, HD Video Production, Scoreboard Display, cellular DAS, and other systems.

New Meadowlands Stadium Sec2on

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Estimated Optimized Suite Demand

Seating Bowl Revenue Analysis


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PROviDiNg NEW ASSETS TO THE COMMuNiTYHammes Company has extensive experience in successfully integrating community and shared use areas with entertainment and sports facilities. The development of program areas which can be utilized 365 days a year provides for better utilization and higher return on investment. The increased level of activity can provide opportunities to position these facilities as catalysts for urban revitalization. PeoPleWe bring a team of professionals to each assignment that have managed billions of dollars of sports and entertainment development work. Our clients benefit

from the knowledge base they provide in every facet of these projects -- from finance and development to marketing and operations. We are prepared to make our team from the recently completed MetLife Stadium immediately available to lead this important project with MSFA. MiNNEAPOLiS / ST. PAuL MARKET AREA ExPERiENCEHammes Company has significant experience in providing owner representation, project management and real estate development services in the Minneapolis / St. Paul market and surrounding region. Our recent experience includes representation of Anoka County in the conception and development of a strategy to generate support for a new NFL stadium. The plan provided for the assemblage of more than 700 acres of land on which up to two million square feet of mixed-use development would be located as an integrated development with a proposed NFL stadium. Hammes Company is also currently serving as Development Advisor to the Mayo Clinic on the Destination Medical Community initiative. However, we are under a confidentiality agreement which unfortunately prevents us from describing the scope of our engagement with Mayo Clinic at this time. MbE/WbE/SbE PARTiCiPATiON PROgRAMSHammes Company is committed to the principal philosophy of affirmative action to promote and encourage active and meaningful participation and employment of minority owned businesses and individuals. We

recognize the importance of these initiatives and realize the positive impact they have on communities. Hammes Company is committed to meeting or exceeding the City of Minneapolis’ Minority Business Enterprise (MBE)/Women Business Enterprise (WBE) goals for this assignment. Our commitment to this goal is driven by the collective success of our organization in achieving minority business objectives on many major public and private projects — along with our belief that minority business participation is integral to the overall success of urban economic development. Our contracting program is based on our past success in achieving significant targeted business participation goals in a wide variety of cities ranging from Detroit, Michigan to Green Bay, Wisconsin to Wilkes-Barre, Pennsylvania.

Roof Area Operable Roof

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Operable Roof Mechanism Structure

Enclosure

NFL Stadium Roof Analysis

2.0 EXPERIENCE aNd oRgaNIzatIoN

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ORgANiZATiONAL STRuCTuRETogether, the Hammes project team has many years of experience acting as Project Manger for large, successful sports development projects. The knowledge and expertise of each individual is exponentially multiplied by collaboration and team work experienced on past projects.

Robert Dunn, President, will act as Principal-in-Charge for the Project. Mr. Dunn has been president of Hammes Company Sports Development since its inception. He has established direction for the successful delivery of all of the projects described in this RFQ. As Principal-in-Charge, Mr. Dunn manages all business affairs for the firm, structures all Project delivery and negotiates all legal documents. He oversees that the Owner’s risk is mitigated by ensuring that the design process is complete, scope is fully developed for the Construction Manager, a solid Finance Plan and Master Project Budget have been established and the Master Project Schedule is achieved.

The Project Director will be the primary liaison with the MSFA and leads the Project Management Team. William Robinson was the Project Director for the Development of the MetLife Stadium in New Jersey, Ford Field in Detroit, Michigan, as well as for other non-sports projects. The Project Director develops a full understanding of the goals, purposes and needs of the client and ensures that these requirements are pursued and achieved by the project team. In an effort to achieve these tasks, Mr. Robinson will prepare and implement Project Work Plans, monitor and control Master Project Budget and Master Project Schedule, review the project financial models, review project documentation as well as develop and present various presentations to project stakeholders.

Under the direct supervision of the Project Director is our experienced staff. While each staff person has their specific areas of specialty, training, experience and expertise, all are expected to assist in many aspects of the project. Projects as complex as the proposed Project involve a vast matrix of interdependent tasks and activities. All of the staff listed have worked together as a team on many previous sports projects. The high level of esprit de corps that comes from past successful collaborative efforts cannot be over-emphasized when focusing on the project ahead. Our staff, under the leadership of the Project Director and Principal-in-Charge, excels in developing creative and effective solutions to problems and obstacles encountered in challenging projects.

The Financial Manager is responsible for the oversight of all financial issues of the project. Philip Sautebin is an experienced Certified Public Accountant who has performed such oversight for all of Hammes Company sports projects. Project Accountant, Craig McDowell, will manage and direct support staff to process all contracts and financial data pertinent to the proper reporting of the Project.

The Design Phase Manager reviews the efforts of the design and construction team throughout the project. These reviews include cost and constructibility analysis and value engineering. Darrel Christian has been the Design Phase Manager under the leadership of Mr. Dunn for all of the Hammes Company sports projects. The involvement of our Design Phase Manager does not end with the start of construction. Mr. Christian’s valuable knowledge and experience gained in over thirty years of the Construction industry will be utilized by our team.

The Project Manager, Matt Morris, will be responsible for the day-to-day management of the Project. The Project Manager will be the primary contact for the MSFA. Mr. Morris has been the on-site Project Managers for large sports projects,


Section 2.0 Page 5




multiple collegiate projects, as well as many other projects that span twenty years. His experience of representing the Subcontractor, Contractor, Architect, Construction Manager and Program Manager has resulted in an ability to find workable solutions to various problems that are acceptable to all entities involved in the development process. The Project Manager maintains the PROJECTrac management information control system, as well as oversees and monitors the activities of the Project Team members. Mr. Morris will have the responsibility of overseeing all document reporting and controls. He will be overseen by the Project Director and Principal-in-Charge in ensuring these responsibilities are fulfilled and project goals achieved. The Project’s Financial Analyst, Eric De Wald, can be expected to provide valuable financial projections and models that assist in making these determinations.

The full Project Team organizational chart is included on the following page.

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PROJECT TEAM Hammes Company has established a Project Management team for this assignment that brings both the experience and specialized knowledge needed to tackle all the major facets of project delivery on an NFL stadium initiative. The Project Management team possesses specialized skills and experience which address the needs of the MSFA, including:

• Stadium and Other Sports Facility Project Management Experience• Leadership on Major Public Sector Projects• Significant Project Experience in Minnesota Working with Public and Private Clients• Expertise in Organizing and Managing Complex Contracting Structures for Sports

Venues from Design-Build to More Conventional Delivery Methods• Experience with Stadium Design Efforts Involving the Most Complex

Architectural, Structural and Roof Technologies• Affirmative Action / EEO Experience on Large Projects• Real Estate Development Expertise (i.e.; Stadium Finance, Sports Marketing,

Venue Operations and Management, Design Management)

PROJECT DiRECTOR Importantly, our proposal is to bring our project team from the MetLife stadium effort in New York to the MSFA project assignment. This team successfully delivered the largest and most complex NFL stadium to date under a design-build method of delivery ... achieving completion more than 4 months ahead of schedule and substantially under budget ... while increasing the Owner’s scope for important building technology and interior finishes.

Hammes Company will assign William Robinson as our Project Director to lead the MSFA assignment on a dedicated full-time basis. Mr. Robinson has served in this capacity on the MetLife Stadium and numerous other professional sports projects.

The resumes of key individuals proposed for this assignment are included on the following pages. Hammes Company will work directly with the MSFA to establish a project team that directly serves the day-to-day requirements for the project. Importantly, we will only assign those staff that are required of the MSFA on a day-to-day basis and have a significant pool of talent that can be engaged on an as-needed basis to address specific needs of the Project.

PROJECT ExPERiENCE Please see pages 14 -16 for selected project experience examples relevant to the new Minneapolis Stadium project.


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RObERT P. DuNNPRESiDENT AND PRiNCiPAL-iN-CHARgE

Robert P. Dunn is the Managing Partner and President of Hammes Company. Mr. Dunn has been active in the real estate development and construction industries for 24 years and affiliated with Hammes Company for over 17 years. In his capacity at Hammes Company, Mr. Dunn is responsible for the management of each of the firm’s operating divisions, which focus on the planning, development, finance, marketing and operation of major sports and entertainment, academic, health care and commercial projects throughout the United States and abroad. Mr. Dunn has been directly responsible for sports, entertainment and mixed-use commercial real estate development projects valued in excess of $5.3 billion.

ExperienceMr. Dunn is recognized throughout the real estate development industry for his leadership and direction on a number of the nation’s largest and most complex urban mixed-use and destination oriented developments. These projects span a broad spectrum of project types in diverse markets from New York to Los Angeles. Today, Mr. Dunn serves as the Principal-in-Charge on the Allentown Arena and Entertainment District, the Mayo Clinic - Destination Medical Community assignment as well as on the Lambeau Field Expansion. Previously, Mr. Dunn served as the Principal-In-Charge on the MetLife Stadium – one of the largest urban mixed-use developments in the United States. Robert Dunn maintains an active role in all projects developed by the firm and is highly regarded for his efforts to structure public-private partnerships on complex real estate transactions.

Representative Assignments

• Lambeau Field Expansion and Titletown Development District - Green Bay, Wisconsin

• MetLife Stadium - East Rutherford, New Jersey • Allentown Arena District - Allentown, Pennsylvania• Cleveland Waterfront District - Cleveland, Ohio• Destination Medical Center - Mayo Clinic, Rochester, Minnesota• Stadium at Grand Crossing - City of Industry, California• National Football League - Los Angeles Stadium - Los Angeles, California• Kohl Center - Madison, Wisconsin• Edgewater Hotel - Madison, Wisconsin• Mohegan Sun Arena - Wilkes-Barre, Pennsylvania• Ford Field - Stadium - Detroit, Michigan• Georgia Dome - Atlanta, Georgia• Lambeau Field Redevelopment - Green Bay, Wisconsin• Minnesota Vikings - Anoka County, Minnesota• Mohegan Sun Arena - Wilkes-Barre, Pennsylvania• Miller Park - Milwaukee, Wisconsin• US Bank Arena - Cincinnati, Ohio

Educational backgroundMaster of Science

Real Estate Development & Investment AnalysisGeorgia State University

Bachelor of Science, EconomicsUniversity of Wisconsin - Madison


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WiLLiAM C. RObiNSONviCE PRESiDENT AND PROJECT DiRECTOR

William (Rob) Robinson has been active in real estate development and project management for 25 years and is a Vice President and Principal with Hammes Company. Rob’s expertise includes creating revenue generating programs, formulating marketing strategies, developing programs to enhance patron experiences and managing the design, development, marketing and operations of sports and entertainment and other large scale projects. His current area of emphasis includes the incorporation of commercial elements including hotel, retail and office development within sports development projects. Rob recently completed the $1.6 Billion new Stadium for the New York Giants and New York Jets in East Rutherford, New Jersey. This Project also includes over 600,000 SF GLA of associated retail / dining / entertainment development that will take place in Phase II of the Project.

ExperienceMr. Robinson has a broad base of experience in development and project management for sports, entertainment and corporate clients. At Hammes Company, Mr. Robinson’s experience includes the recently completed MetLife Stadium (New York Giants); Ford Field Stadium, Warehouse Hotel, Retail and Office mixed-use development (Detroit Lions); Bradley Center Arena redevelopment (Milwaukee Bucks); Lambeau Field redevelopment (Green Bay Packers); True North Centre (Manitoba Moose) and Pittsburgh Penguins Arena. Currently, Mr. Robinson is leading the Allentown Arena District in Allentown, Pennsylvania for the AHL Phantoms.

Previously, Mr. Robinson was with Walt Disney Company, where his experience included serving as Senior Development Manager on the Angel Stadium of Anaheim (Anaheim Angels) and Downtown Disney, a 400,000 SF retail, dining and entertainment complex adjacent to Disneyland.

Representative Assignments• MetLife Stadium - East Rutherford, New Jersey • Allentown Arena District - Allentown, Pennsylvania• Cleveland Waterfront District - Cleveland, Ohio• LA Stadium - Los Angeles, California• Ford Field / Entertainment District - Detroit, Michigan• Lambeau Field Redevelopment - Green Bay, Wisconsin• Pittsburgh Penguins Arena and Mixed-Use Development - Pittsburgh, PA• Bradley Center Redevelopment - Milwaukee, Wisconsin• MTS Centre - Winnipeg, Manitoba• North Shore Master Plan - Pittsburgh, Pennsylvania• Georgia Dome Redevelopment Study - Atlanta, Georgia• Angels Stadium of Anaheim - Anaheim, California

Educational backgroundMaster of Arts,Urban Planning

Graduate School of Architecture and Urban Planning at UCLA

Master of Business Administration, Real Estate / Finance Concentration

Anderson Graduate School of Management at UCLA

Bachelor of Science,Landscape Architecture

Colorado State University


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DARREL P.K. CHRiSTiANDESigN PHASE MANAgER

Darrel Christian is a Design Phase Manager with Hammes Company. His background includes project management and leadership of major building projects – including development and construction of many notable sports projects throughout the United States. Mr. Christian has been active in the development and construction industry for over 37 years.

Experience Mr. Christian has a broad base of experience in development, construction and project management for sports, entertainment and corporate clients. His current experience includes Design Phase Manager duties on the Allentown Arena and Entertainment District and the Lambeau Field Expansion. Previously, Mr. Christian has served as Design Phase Manager of the MetLife Stadium, Los Angeles Stadium as well as Ford Field, home to the Detroit Lions.

Representative Assignments• Lambeau Field Expansion and Titletown Development District - Green Bay, WI• Allentown Arena District - Allentown, Pennsylvania• Cleveland Waterfront District - Cleveland, Ohio• Greektown Casino and Hotel - Detroit, Michigan• MetLife Stadium - East Rutherford, New Jersey• LA Stadium - Los Angeles, California• National Football League - Los Angeles Stadium - Los Angeles, California• Dolphins Stadium - Miami, Florida• Georgia Dome - Atlanta, Georgia• Ford Field - Stadium - Detroit, Michigan• Miller Park

Educational backgroundBachelor of Science

Construction AdministrationBradley University

MATTHEW MORRiSPROJECT MANAgER


Construction Engineering and ManagementUniversity of Wisconsin - Madison

Bachelor of ScienceCivil and Environmental Engineering

University of Wisconsin - Madison

Matthew Morris is a Project Manager with Hammes Company with primary responsibility in the management and coordination of large-scale project management assignments in the United States. Matt has been active in the real estate development and construction industry for over 12 years.

ExperienceMr. Morris has a broad base of experience in development, construction and project management for sports and corporate clients. Mr. Morris previously was Project Manager for the MetLife Stadium as well as for the construction of the Greektown Casino Expansion in Detroit, Michigan. His past experience includes Project Manager duties on Lambeau Field Redevelopment and the Packers Hall of Fame in Green Bay, Wisconsin. Currently, Mr. Morris is a Project Manager for the Allentown Arena District project in Allentown, Pennsylvania.

Representative Assignments• MetLife Stadium - East Rutherford, New Jersey• Allentown Arena District - Allentown, Pennsylvania• MetLife Stadium - East Rutherford, New Jersey• Edgewater Hotel Redevelopment - Madison, Wisconsin• Lambeau Field Redevelopment - Green Bay, Wisconsin• Green Bay Packers Hall of Fame - Green Bay, Wisconsin• Greektown Hotel & Casino - Detroit, Michigan


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Eric DeWald is a Development Manager for the Hammes Company. Mr. DeWald’s duties primarily consist of development planning, entitlements, financial analysis and market research, land use and acquisition support, project finance and insurance. His background includes an education in construction management, as well as a graduate degree in real estate development and finance.

ExperienceMr. DeWald’s recent experience includes serving as Development Manager on a broad array of sports and commercial real estate projects with property types ranging from sports and entertainment, retail and office as well as multi-family residential. Some of the assignments where he has served in this capacity include the MetLife Stadium for the New York Jets/Giants, and the redevelopment of Lambeau Field for the Green Bay Packers.

Representative Assignments• MetLife Stadium - East Rutherford, New Jersey • Lambeau Field Expansion and Titletown Development District - Green Bay,

Wisconsin• Allentown Arena District - Allentown, Pennsylvania• Cleveland Waterfront District - Cleveland, Ohio• LA Stadium - Los Angeles, California• Lambeau Field Redevelopment - Green Bay, Wisconsin

PHiLiP SAuTEbiNFiNANCiAL MANAgER

Phil Sautebin is the Financial Manager with Hammes Company. Mr. Sautebin’s background includes financial and contract management for major building projects, including several notable sports and entertainment projects throughout the United States and Canada.

ExperienceMr. Sautebin’s recent experience includes financial management and contract management duties on MetLife Stadium for the New York Giants, the Allentown Arena and Entertainment District, Ford Field for the Detroit Lions and Lambeau Field for the Green Bay Packers. Previously, Mr. Sautebin has served in the same capacity on the Mohegan Sun Arena, home of the Wilkes-Barre/Scranton Penguins, as well as several municipal projects.

Representative Assignments• MetLife Stadium - East Rutherford, New Jersey • Lambeau Field Expansion and Titletown Development District - Green Bay,WI• Allentown Arena Entertainment District - Allentown, Pennsylvania• Cleveland Waterfront District - Cleveland, Ohio• LA Stadium - Los Angeles, California• National Football League - Los Angeles Stadium - Los Angeles, California• Dolphins Stadium - Miami, Florida• Georgia Dome - Atlanta, Georgia• Lambeau Field Redevelopment - Green Bay, Wisconsin• Ford Field - Stadium - Detroit, Michigan

Educational backgroundBachelor of Business Administration

Accounting; Finance, Investment & BankingUniversity of Wisconsin – Madison

Certified Public Accountant

ERiC DEWALDDEvELOPMENT MANAgER


Construction Engineering and ManagementUniversity of Wisconsin - Madison

Bachelor of ScienceCivil and Environmental Engineering

University of Wisconsin - Madison


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Scott Stenman is a Project Manager for Hammes Company. Mr. Stenman has over 15 years experience in project management and has been with Hammes Company for 7 years. He is responsible on a day-to-day basis for administration of the Master Project Budget and Master Project Schedule.

Experience Mr. Stenman responsibilities at Hammes Company have focused on the development of Ford Field, a mixed-use stadium and entertainment development in Detroit, Michigan for the National Football League’s Detroit Lions. As Project Manager, Mr. Stenman was responsible for overseeing the design and construction of the 65,000 seat stadium. Currently, Mr. Stenman is leading the Lambeau Field Expansion in Green Bay, Wisconsin.

Mr. Stenman has extensive experience working in Colorado and has worked with State and Local municipalities on complex development assignments.

Representative Assignments• Lambeau Field Expansion - Green Bay, Wisconsin• Ford Field - Detroit, Michigan• Ford Field / Entertainment District - Detroit, Michigan• The Preserve at Rice Creek (Minnesota Vikings) - Anoka County, Minnesota

MiKE LEONECONSTRuCTiON MANAgER

Mike Leone is a Construction Manager for Hammes Company. Mr. Leone has recently completed work on the $1.6 Billion New Meadowlands Stadium project. Mr. Leone’s responsibilities included providing daily oversight and management with on-site field observations of construction quality and adherence to schedule, drawings and specifications. He was also in charge of managing and coordinating design and development planning as well as serve as a communication liaison between the design/builder and owner while resolving issues between the field and design for all aspects and disciplines of the project.

Experience Mr. Leone previous experience with the Hammes Company includes Project Management of the Timex Performance Center (training center to the New York Giants), and he is currently working on the Allentown Arena Entertainment District project.

Representative Assignments• New Meadowlands Stadium - East Rutherford, New Jersey• Timex Performance Center - East Rutherford, New Jersey• Cleveland Waterfront District - Cleveland, Ohio• Allentown Entertainment District - Allentown, Pennsylvania

Educational backgroundBSCE, Bachelor of Science

Civil Engineering Manhattan College

New York, New York

SCOTT STENMANPROJECT MANAgER

Educational backgroundMaster of Science,

Civil EngineeringUniversity of Michigan

Master of Business Administration, FinanceUniversity of Michigan

Bachelor of ScienceCivil Engineering

University of Michigan


Section 2.0 Page 13




Allentown Arena District

MetLife Stadium

a Data Collection a Demographicsa Documentationa Competitive Supply Strategya Financial Modeling

LA Stadium Lambeau Field Redevelopment

Ford Field Lambeau Field Redevelopment

a Corporate Commitmentsa Contract Administration & Legal Documentationa Establish Scope of Work for Project Teama Facility Operations Organization and Analysisa Executive Oversight

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a Design Management and Scope Controla Liaison with Collegea Liaison with Architect / Engineer(s) & Contractora Prepare Project Workplana Master Project Budget / Master Project Schedulea Project Financial Model Reviewa Document Reviewa Prepare Project Management Plan

MetLife Stadium

MetLife Stadium

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MetLife StadiumLambeau Field Redevelopment

a Constructibility Analysisa Review Design Documents for Clarity and Completenessa Value Engineeringa Advise Owner on Contractor Procurement Plana Review and Evaluate Trade Contractor Bidsa Claims Consultation

NFL Los Angeles

Ford Field

Ford Field

LA Stadium Master Plan

Cleveland Waterfront DistrictFord Field

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a Assures Overall Compliance with Key Project Metricsa Relations with Local Labor Marketa Direct Support of Project Director and Overall Construction Staff for Budget, Schedule, Deliverya Coordination of Local and National ResourcesR

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a Administer Project Development Workplana Administration and Documentationa Implement Master Project Budget / Schedulea Coordinate Project Meetingsa Design Scope Definitiona Day to Day Architect & Contractor Management

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DARREL P.K. CHRiSTiAN –– DESigN PHASE MANAgER

WiLLiAM C. RObiNSON –– PROJECT DiRECTOR

RObERT P. DuNN –– PRiNCiPAL-iN-CHARgE

ERiC DEWALD –– DEvELOPMENT MANAgER

MiKE LEONE –– CONSTRuCTiON MANAgER

PHiLiP A. SAuTEbiN –– FiNANCiAL MANAgER

MATT MORRiS –– PROJECT MANAgER

a Project Accounting and Cost Control System(s)a Insurance Administration Programa Bonding Requirements and Documentation a Application for Payment Process and Proceduresa Process Request Contracts and Change Requestsa Cash Management Programa Lien Waiversa Contract Close-Out and Final Payment(s)


Section 2.0 Page 14




METLiFE STADiuM AND TiMEx PERFORMANCE CENTER

East Rutherford, New JerseyHammes Company served as Project Manager and Owner’s Representative for the new 82,000 seat stadium for the New York Giants and New York Jets. The project included retail, dining, entertainment, team facilities, and sponsorship opportunities.

References John Mara - NY Football Giants

(201) 935-8111 - [email protected] Tisch - NY Football Giants

(212) 521-2828 - [email protected] Woody Johnson - NY Jets

(516) 560-8100 - [email protected]

LAMbEAu FiELD ExPANSiON AND TiTLETOWN DEvELOPMENT DiSTRiCT

Green Bay, WisconsinHammes Company served as Project Manager for the Green Bay Packers on a $295 million redevelopment of Lambeau Field. This major redevelopment included adding a 1.2 Million SF addition to transform Lambeau Field into a mixed-use, 365 day a year destination development.

Reference Mark Murphy - President and CEO - Green Bay Packers, Inc.

(920) 569-7500, [email protected]

FORD FiELDDetroit, Michigan

Hammes Company served as Project Manager for the Detroit Lions on this 1.5 million SF domed stadium. With 65,000 permanent seats for professional football, including 9,500 club seats, and 135 private suites the stadium opened in time for the 2002 football season.

Reference Tom Lewand - President and COO, Detroit Lions Properties / Ford

Field, (313) 262-2000,[email protected]

LOS ANgELES STADiuMAT gRAND CROSSiNg

City of Industry, California

Hammes Company was engaged in 2007 by Majestic Realty to evaluate a site alternative in the Los Angeles market. Hammes Company created a development plan for the stadium and mixed-use development on 600 acres of land in the City of Industry.

Reference Ed Roski - CEO, Majestic Realty Company

(562) 948-4301)


Section 2.0 Page 15




CLEvELAND bROWNS STADiuM / WATERFRONT DiSTRiCT PLAN

Cleveland, OhioIn 2010, Hammes Company was engaged by the Cleveland Browns to create a comprehensive master plan for the redevelopment of the Cleveland Browns Stadium and the lakefront land surrounding it. The stadium, constructed in 1999, requires upgrades and additional revenue enhancing program through improvements to seating, club areas, suites and sponsorship opportunities.

Reference Mark Schiefelbein - Vice President - Football Operations

Cleveland Browns, (440) 824-6003, [email protected]

NFL LA STADIUM SITE SELECTIONLos Angeles, California

In 2003, Hammes Company was engaged by the National Football League (NFL) to identify sites and evaluate stadium alternatives within the Los Angeles, CA market. During this assignment Hammes Company evaluated eight (8) site alternatives. The projects included both redevelopment and new stadium options.

Reference Roger Goodell - Executive Vice President and COO - National

Football League(212) 450-2000)

THE PRESERvE AT RiCE CREEKBlaine, Minnesota

Hammes Company was retained by Anoka County and the City of Blaine to represent these public bodies before the Minnesota legislature. The goal was to conceive and develop a master plan strategy that would attract $1.5 billion in real estate investment to the City and County to generate fiscal support for a new NFL Stadium for the Minnesota Vikings. The 68,500 seat facility was to be a year-round multi-use venue as a part of a larger 740-acre entertainment district.

MAYO DESTINATION MEDICAL COMMUNITY

Rochester, MinnesotaThe Destination Medical Community (“DMC”) project strives to create a stronger collaboration with the community to enhance the Mayo Clinic’s destination medical center status. Hammes Company has worked to establish a vision and an initial framework for the Project. Hammes is currently the Project Manager to develop and lead the strategic planning process (the “Strategic Planning Process”) for the DMC Initiative.


Section 2.0 Page 16




WOODWiNDS HEALTH CAMPuSWoodbury, Minnesota

Hammes Company was engaged as project manager in the development of the new Woodwinds Health Campus. The project was the collaboration effort between HealthEast Care System and Children’s Hospitals and Clinics of Minnesota. Community members, business leaders and physicians who saw a growing need for hospital and emergency care in this area encouraged the development of this campus concept.

LOS ANgELES COLISEUMLos Angeles, California

Hammes Company was engaged to study the redevelopment of the Los Angeles Memorial Coliseum to accommodate NFL football. (Reference: Neil Glat - NY Jets (Former Senior V.P. Strategic Planning and Business Development , National Football League)(973) 549-4565, [email protected])

MiLLER PARKMiLWAuKEE bREWERS

Milwaukee, WisconsinA 1.2 million square-foot ballpark for the Milwaukee Brewers. This 43,000 seat stadium includes 3,500 club seats and 70 luxury suites. Features include the only fan-shaped convertible roof in North America, the 12,000-ton, seven-panel roof opens and closes almost silently in just 10 minutes. Hammes Company was involved as Project Developer in the early development stages for the State of Wisconsin. (Reference: Mike Duckett, Duckett Group, Inc. (262) 785-6605, [email protected])

BEIJINg OLYMPIC STADIUM BEIJINg OLYMPICS

Beijing, ChinaHammes worked with a multi-disciplinary team of Chinese and American firms to complete a development plan for the design, construction, operation and eventual redevelopment of Beijing’s National Stadium. The plan was focused on the objective of creating a sustainable design that would promote three key themes: Green Olympics, Hi-Tech Olympics and People’s Olympics.

3.0 Project aPProach

Section 3.0 Page 17




3.0 PROJECT APPROACHThe new stadium for the Vikings requires a comprehensive range of services by Hammes Company to ensure successful delivery of the Project. Our project development approach very effectively addresses the three basic phases of development of this project including:

• Phase One: Planning / Design / Pre-Construction• Phase Two: Construction• Phase Three: Post-Construction

PHASE ONE: PLANNiNg / DESigN / PRE-CONSTRuCTiONSuccessful sports facility projects evolve from proper planning at the earliest

stages of development. The ability to understand, measure and forecast financial performance requires knowledge of the dynamic interaction between facility development, finance, marketing and operations (Figure 3.2). We will provide MSFA with the ability to integrate these disciplines at the earliest stage of the project when financial performance and investment risk can be effectively managed. One of the primary activities of the Pre-Construction Phase is the preparation of the Development Plan described below.

Development PlanOur Development Team will create a comprehensive

Development Plan for the Project comprised of four primary components:n Finance Plan n Project Management Plann Marketing Plan n Operations Plan

The fundamental objective of the Development Plan is to establish a framework that will guide decision-making, design and construction of the project. The Development Plan coordinates elements of design, budget, schedule and financial management in a single document that includes:n Project Goals and Objectives n Affirmation of Facility Programn Preliminary Finance Plan n Market Analysis n Operations Program n Design Documents n Master Project Budget n Master Project Schedule n Financial Analysis of Alternatives n Operating Cost Model n Preliminary Code Analysis n Project Risk Analysis

The Development Plan (Figure 3.3) clearly defines client objectives for the Project and provides a benchmark against which design and construction can be measured throughout the development process of the Project. Critical decisions which must be addressed in the Pre-Construction Phase include project components which will affect cost and schedule during construction.

Project Management PlanAs part of the Development Plan described above, the Development Team would commence preparation of a comprehensive Project Management Plan that clearly defines all primary Project policies, controls and procedures to be administered. The Project Management Plan would be completed at the end of the Design Development Phase. The document would become the Owner’s control mechanism during the Construction Phase to direct all critical functions related to project execution.

Figure 3.2 - Role of Project Manager

DEVELOPMENT PLAN

•  Finance Plan •  Project Management Plan •  Marke:ng Plan •  Opera:ons Plan

PROJECT MANAGEMENT PLAN

•  Master Contract Documents •  Master Project budget •  Master Project Schedule •  Construc:on Documents •  Project Defini:on Report •  Project Manual •  PROJECTrac

PROJECTrac

•  Cost Management •  Financial Management •  Design & Scope Management •  Risk Management •  Construc:on Management •  Procurement Management •  Schedule Management

DEVELOPMENT PHASE

FINAL DESIGN & CONSTRUCTION PHASE

Figure 3.1 - Project Approach


Section 3.0 Page 18




DEAL STRUCTURE

Master Project Schedule

Design

Operations Plan

DEVELOPMENT PLAN

Project

Management Plan

Marketing Plan

Finance Plan

Master Project Budget

Design and Scope ManagementHammes Company will provide MSFA with the information that is needed to guide design, understand project scope and control project costs. Project scope and design changes must be aggressively managed in order to mitigate project risks. This requires continuous and immediate cost impact analysis in comparison to the Master Project Budget. Primary control tools include the Project Manual and Notes of Clarification which will be developed. Our expert staff assists in actively managing the design and costs analysis. Hammes Company’s extensive NFL stadium experience will enable us to lead the analysis and decision process related to key design decisions driving cost, schedule and risk. These include:

• Stadium Roof Systems• Structural Systems• Façade/ Exterior Enclosure Systems• Seating Bowl Configuration• Team Facilities• Premium Areas• Sponsorship and Naming Rights Inventory and Integration• Ancillary Development• Sustainability in Construction and Operations• Insurance Programs• Design-Build vs. “Traditional” Project Delivery Methods

Hammes Company’s project management team has a proven track record for guiding owners through complex design and development decisions on NFL stadium projects. The project team from our recently completed stadium for the New York Giants and Jets is available and prepared to start immediately on your project.

Operations PlanThe Operations Plan establishes the preliminary operating parameters for the Project and guides decision making related to important Authority concerns including life cycle costs, operational flexibility, sustainability, and long term economic viability. Impacts of design decisions regarding stadium roof, MEP, food service, security systems, technology, playing surface and others must be carefully considered and integrated with the operations planning. Conclusions drawn from the Operations Plan will also help guide and inform certain design decisions.

Marketing PlanThe Marketing Plan establishes preliminary pricing policies, sponsorship inventory, partner integration, leasing parameters, vendor structures (e.g. food service, etc.), design guidelines, public relations strategies and other elements that must be planned and understood to ensure successful implementation within the project. Hammes Company has a strong track record for assisting NFL stadium operators in maximizing non game day revenue streams and activating stadiums 365 days per year. Our recent planning efforts for the proposed NFL stadium in Los Angeles as well as Phase II of Lambeau Field include numerous revenue generating opportunities in addition to NFL game day.

PHASE TWO: CONSTRuCTiONOur extensive experience managing the development of NFL stadiums shows that the ability to successfully manage building construction evolves directly from the resources the owner has to direct the project team. Hammes Company

Figure 3.3 - Development Plan

Figure 3.4 - PROJECTrac - Project Management System


Section 3.0 Page 19




provides solutions backed up by operating systems that have been refined by our successful NFL Stadium projects to provide the MSFA sophisticated resources to effectively manage project outcomes.

Project Management Systems: ProjecTracThe successful execution of a project requires more than knowledge and experience. Risks inherent in the development process require comprehensive tools to manage the fundamental aspects of design and construction. To meet the demands of complex building programs, we have developed a proprietary project management system tailored to sports development called PROJECTrac (Figure 3.4). Hammes Company provides the most sophisticated project management tools in the industry, tailored to the specific needs of NFL stadium projects. Our project management systems, which operate on multiple platforms can be tailored to meet MSFA’s reporting requirements and on-line access preferences. Our project controls give the owner consistent information and control over critical issues related to cost, schedule, financial and risk management. The basic components and operating principals of the PROJECTrac systems are described below. Cost ManagementWe will provide proven tools to manage and control project costs, including the Master Project Budget Report, Pending Change Report and Cost Report. These reports are important components of the Monthly Report, which we would provide to the Owner for the duration of the project. Our Monthly Report provides a complete financial record for the Project and is designed specifically to meet the rigorous reporting requirements of publicly financed projects.

Schedule ManagementHammes Company will utilize dynamic scheduling procedures to measure and

control the project schedule on the Project, using time, manpower and cash flow measures, among others. Key deliverables in support of this include the Master Project Schedule, Critical Action Report and Meeting/Correspondence Logs. These deliverables are created and tracked by the Project Manager and included in the Monthly Report. Variances to the Master Project Schedule (Figure 3.6) will be identified for review with MSFA and other Project Team members. Regular team meetings will be held by the Project Manager with the Project Team and MSFA to review and update the status of the Master Project Schedule.

Risk Management We will provide the MSFA with a complete contract and insurance administration program to mitigate financial risks and exposure. Hammes Company has extensive experience in working with our

client to structure comprehensive insurance programs to control project risks. Key deliverables will include our Master Contract System, Purchasing Program, Risk Assessment Report and Master Application for Payment (Figure 3.7). The PROJECTrac system includes a payment system which provides a high level of monitoring and control over payment. Hammes Company, working closely with the MFSA, will evaluate and confirm the completion of each scope of work and administer the payments according to the terms and conditions outlined in the contract document.

Figure 3.5 - Cost Management with Total Master Project Budget

Figure 3.6 - Schedule Management

PROJECTrac

Master Project Budget Report

Pending Change Report

Cost Report

MASTER PROJECT SCHEDuLE

PROJECTrac

Monthly Progress

Report

Master Project

Schedule

Critical Action Report

Meeting / Correspond-ence Logs


Section 3.0 Page 20




Construction ManagementPROJECTrac was developed to provide our clients with a comprehensive system of checks and balances that are ultimately designed to maintain cost, schedule and the quality of the project throughout the development process. To ensure consistency throughout project disciplines, we will develop a Project Manual which determines the policies and procedures for all project participants including: contract forms, bid requirements, technical and quality requirements, MBE/WBE requirements, life safety requirements, contract procedures, payment procedures, qualifications requirements, staffing requirements and reporting, purchase procedures and reporting, procedures related to change orders and all other reporting, meeting and communications requirements.

Financial ManagementHammes Company will provide and oversee a comprehensive financial management system geared toward the unique requirements of sports projects. We will administer, on the MSFA’s behalf, a comprehensive financial management system which will serve as the primary control mechanism for the Project. This system will include a schedule of values, maintenance and records of payment, preparation of payment requests, and review of expense data. We will then develop a Master Application for Payment with project reports submitted on a monthly basis for approval by the Authority. This system will continuously monitor project costs and establish comparisons to the Master Project Budget.

Procurement ManagementOur Team will provide the ability to control procurement of all facets for the Project to assure complete design and proper buyout. Our efforts begin in defining a comprehensive scope of deliverables by the design firm. We will coordinate the efforts of the Project Team to ensure the entire scope of the project design by the design team is included in the contractor’s schedule of values. Contractors are required to coordinate their own schedule of values to ensure the full scope of work is accounted for in the Master Project Budget and tracked through the Financial Management System we will develop for the project. Our construction specialists participate in the scope definition of subcontracted work and the evaluation of bid submittals to ensure that complete scope is delivered to the MSFA. A standardized Contract Request Form will be utilized to provide control over contract payments and ensure all work is in complete accordance with the monthly application for payment administered by Hammes Company and approved by MSFA. PHASE THREE: POST-CONSTRuCTiONHammes Company has significant experience with Post-Construction Phase projects. We are confident in our ability to make the MSFA and Minnesota Vikings’ transition to the operation and occupancy of the Project as smooth as possible. Our team of professionals are actively involved in facility set-up and move-in. We also have experience in assisting our sports facility clients with creating new operating organizations to address the needs of new facilities. On recent projects, we have provided, as a Supplemental Service, additional staff resources to ease the transition of operating a new facility. For previous clients, these services have included staffing, implementation of financial systems, as well as implementing payroll and tax reporting procedures. We also have assisted our clients in the selection, negotiation and contracting of food and beverage concessionaires, as well as maintenance, security, and cleaning services.

MASTER APPLICATION FOR PAYMENT #27

SUBMITTED TO

NEW MEADOWLANDS STADIUM COMPANY, LLC

April 30, 2011

SUBMITTED TO

NEW MEADOWLANDS STADIUM COMPANY, LLC

April 30, 2011

MASTER APPLICATION FOR PAYMENT #27NEW MEADOWLANDS STADIUM

FF&E

NEW MEADOWLANDS STADIUM FF&E

Figure 3.7 - Master Application for Payment


Section 3.0 Page 21




OUTL INE OF CONTRACT ADMINISTRATION PROCESS FORPROFESSIONAL SERVICES CONTRACTS

Bid /Proposal(s)

Contract Request Form

(Form 4010)

Review

Enter asPending inAccounting

System

Review &Approve

IssueContract

Execute

ExecuteContract

Commit inAccounting

System

ReviewContract

Status Report

Note: Available forVendor PaymentsAfterCommitment.

Consultant(s)

ProjectManager

(Hammes Co.)

MinnesotaSports

Facilities Authority

Review

MonthlyReport

ReviewContract Status

Report(Internal)

Bid(s)

Contract Request Form

(Form 4010)

Execute Contract

Request Form

Enter asPending

in AccountingSystem

Review & Approve

Return ExecutedContract Request

Form toContractor

ExecuteSubcontractSubcontractor(s)

Contractor

ProjectManager

(Hammes Co.)

MinnesotaSports

FacilitiesAuthority

IssueSubcontract

ExcutedSubcontract to

ProjectManager

ExecuteSubcontract

Approve/Commit inAccounting

System

OUTL INE OF CONTRACT ADMINISTRATIONPROCESS FOR CONSTRUCTION

Monthly Reportto MSG

Figure 3.8 - Contract Administration Process

4.0 FEE PROPOSAL

Section 4.0 Page 22




FEE PROPOSAL OvERviEW basic ServicesFor the Basic Services (“Owner Representative’s Duties”) as described in the Scope of Work contained in the RFP, Hammes Company compensation shall be structured as set forth in the Development Management Agreement to be executed between MSFA and Hammes Company. A sample copy of the Development Management Agreement (“the Agreement”) has been provided as an Appendix to our RFP response as requested in Steven Maki’s June 27th memorandum. For Basic Services as described above, we have assumed staffing levels based on the specific requirements stated in the RFP. Hourly rates are provided in Exhibit 2 with an estimated total payment for the Owner Representative’s Duties as requested in the RFP (please refer to Exhibit 2 for details). This Proposal for Professional Services is based on the term of the Agreement commencing on August 5, 2012 and concluding September 2, 2016 as stated in the RFP and a maximum of 45,000 labor hours to be provided by Hammes Company. For purposes of providing the information for Exhibit 2, we have assumed an efficient development process between the project participants and stakeholders. Accordingly, we have assumed a “streamlined” approach will be possible in the allocation of Hammes Company staff time to the project.

Other ServicesBased on our knowledge and experience on NFL stadium projects, we anticipate the role of the Owner Representative is likely to grow significantly beyond the RFP Scope of Work as the project moves forward. Our past NFL stadium experience throughout the United States provides a number of important benchmarks for anticipating “other tasks as directed by the MSFA”, as stated in item “T” on page 4 of the RFP. However, we realize MSFA has specific information needs and have submitted a fee approach in Exhibit 2 which we feel addresses the specific Scope of Work as described in the RFP assuming “other tasks” to be determined would be considered as additional or supplemental services. Hammes Company takes a very active role in the management of every aspect of NFL stadium development for our clients. As a result, we typically provide significantly more analysis, documentation, scheduling, financial management, contract management, auditing, review and active leadership of the entire development team than may be currently contemplated in the RFP. Hammes Company’s time-tested approach to NFL stadium project management has provided the successful results we have described in our RFP response. To anticipate the potential need for a more rigorous project management approach, we are providing a fee budget to include supplemental services we would anticipate to serve as a point of information for further discussion with MSFA. Based on our experience with similar projects, the downtown site location of your project and the 49 month project duration, we recommend that MSFA budget $12.8 Million of total fee for the Owner Representative / Development Management role on the Project. Hammes Company routinely puts a significant amount of fee “at risk” so that a series of “Performance Payments” are made at key project milestones, rather than on an hourly basis. We believe this approach helps the owner remain confident Hammes Company is accountable for successful results which meet owner objectives and enables Hammes to prove our value-added over the course of a project. We have a proven track record in returning the value of

4.0 FEE PROPOSAL

Section 4.0 Page 23




such additional performance fees to our clients many times over in reduced project costs, schedule acceleration, risk mitigation and enhanced stadium income. Examples of Performance Payments on our past projects are described below, are in addition to the Development Management Fee and are payable in the event of the satisfaction of the criteria and conditions described:

i. Cost Savings bonus – The Development Manager will be compensated in the amount INSERT Percent (INSERT%) of any cost savings below the Master Project Budget, after accounting for any Authority initiated scope increases funded within the Master Project Budget, up to a maximum amount of INSERT Thousand and 00/100 ($INSERT) Dollars (US); and

ii. Project Completion bonus – The Development Manager will be compensated

in the amount of [INSERT] Thousand and 00/100 ($INSERT) Dollars (US) for completion of the Project in accordance with the Master Project Schedule; and

iii. Key Personnel bonus – The Development Manager will be compensated in

the amount of [INSERT] and 00/100 ($INSERT) Dollars (US) for maintaining involvement of Key Personnel on the Project; and

iv. Project Dispute Resolution bonus – The Development Manager will be

compensated in the amount of [INSERT] Thousand and 00/100 ($INSERT) Dollars (US) for completion of the Project with no outstanding claims at the Date of Substantial Completion of the Project.

SuPPLEMENTAL SERviCESHammes Company also provides a full complement of Supplementary Services that may be required by MSFA at a future date. These services, which Hammes has provided for a number of our NFL clients help ensure continuity across a broad range of services, which are often required for NFL stadium projects. Supplemental Services that may be provided by the Development Manager are summarized in the sample Project Management Agreement included as Exhibit 3 in the Appendix.

APPENDIX

APPENDIX

H A m m E s C O m P A N Y


mINNEsOTA sPORTs FACILITIEs AUTHORITY

NON-COLLuSiON STATEMENT (ExHibiT 1)

11th July 12

APPENDIX

APPENDIX




ExHibiT 2

MSFA OWNER’S REPRESENTATivE – COMPENSATiON

The MSFA shall pay Owner’s Representative for performance of the Work on an hourly basis as follows:

President $ 388.00 Vice President - Project Principal $ 264.00 Director Design and Construction $ 196.00 Sr. Project Manager $ 154.00 Project Manager $ 148.00 Financial Manager $ 126.00 Contract Administrator $ 77.00 Project Accountant $ 48.00 Administrative / Graphics $ 28.00

Provided, however in no event shall Owner’s total payment to Owners Representative exceed $7,812,040.00 (Seven Million Eight Hundred Twelve Thousand and Forty Dollars) without prior written approval of MSFA.

MSFA reserves right to reject proposals and to waive irregularities therein. It is agreed this proposal may not be withdrawn for a period of sixty (60) days after day of proposal opening.

Proposer Name: Hammes Company Sports Development, Inc.

Address: 22 East Mifflin Street, Suite 800, Madison WI 53703

Submitted By: Robert P. Dunn

Title: President

Date: July 11, 2012

APPENDIX

APPENDIX




ExHibiT 3

Attached is a sample Project Management Agreement.

SAMPLE PMA 2012 07 09 1

AGREEMENT BETWEEN AUTHORITY AND PROJECT MANAGER PROJECT MANAGEMENT AGREEMENT THIS AGREEMENT made as of August 5, 2012. BY AND BETWEEN the AUTHORITY:

MINNESOTA SPORTS FACILITIES AUTHORITY 900 South 5th Street Minneapolis, Minnesota and the PROJECT MANAGER: HAMMES COMPANY SPORTS DEVELOPMENT, INC. 22 East Mifflin Street, Suite 800 Madison, Wisconsin 53703 For the following PROJECT: The development of that certain facility to be known as [INSERT] (hereinafter the “Project”). The Owner of the Project is the Minneapolis Sports Facilities Authority (“MSFA or Authority”), structured for the purpose of financing and owning the Project. For purposes hereof, the Owner will be represented by MSFA pursuant to the terms and conditions of a project management agreement with the Minnesota Vikings (the “Project Management Agreement”) The architectural services described in Article 2 will be provided by [INSERT], which is lawfully licensed to practice architecture in the State of Minnesota (and is defined as the "Architect" for the purposes hereof). The construction services described in Article 2 will be provided by a firm(s) to be determined at a later date, which is required to be lawfully licensed to perform construction services in the State of Minnesota (and is defined as the "Contractor" for the purposes hereof).

DRAFT

SAMPLE PMA 2012 07 06

2

TERMS AND CONDITIONS OF PROJECT MANAGEMENT AGREEMENT WHEREAS, the Minnesota Sports Facilities Authority (“MSFA”), a Minnesota Public Authority ( “Authority”), has organized as the Authority for the purpose of development of the Project in accordance with the terms and conditions set forth in the Project Management Agreement and to be further enumerated in various agreements to be established for the Project; and WHEREAS, the Authority recognizes that such project is complex and requires multi-disciplinary talent, experience and leadership to enhance the value of the Project and to balance project goals, objectives and concerns with the strategic objectives of the Authority; and WHEREAS, the Authority deemed it advisable to engage the services of a project management firm to provide support in the overall development, planning, management and administration of the Project; and WHEREAS, the Project Manager has advised and represented to Authority, and Authority has accepted these representations based upon its past working relationship with the Project Manager, that it has experience in providing project management services on large-scale development and construction projects, including stadiums and arenas, and the Project Manager employs professionals with the requisite expertise, experience and knowledge in providing the services to be provided herein; and WHEREAS, the Minnesota Vikings (“the “Team”), a member of the National a Football League (“NFL”), has entered into a Project Management Agreement with the Authority. WHEREAS, the parties desire to set forth herein the terms of their agreements to be effective as of the date set forth above; NOW, THEREFORE, in consideration of the mutual terms and conditions contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows: ARTICLE 1 GENERAL PROVISIONS 1.1 Basic Definitions 1.1.1 The "Contract" as referenced herein consists only of this Project Management

Agreement and any written Modifications and Contract Revisions which may be executed from time to time by the Authority and Project Manager as described in Section 2.1.1 below.

1.1.2 The "Project Management Services" consist of those services required to be performed

by the Project Manager under this Contract. The Project Management Services include the “Basic Services”, as defined in Section 2.1, and, to the extent expressly authorized by the Authority and agreed to by the Project Manager, any “Additional Services”, as described in Section 2.1.8.

DRAFT


3

1.1.3 The “Architect’s Work” means the Work to be provided by the Architect under the

Design Services Agreement(s). 1.1.4 The “Contractor’s Work” means the Work to be provided by the Contractor under the

Construction Services Agreement(s). 1.1.5 The “Design Services” means all design and engineering services for the Project,

including all services to be provided by the Architect which are required to complete the Contractor’s Work and the Project, including, but not limited to, all required architectural, structural, mechanical, electrical, civil, or other professional engineering services.

1.1.6 The “Project” means all of the work to be completed in order to plan, develop, design,

construct, finance, market and operate a project to be known as the New NFL Stadium, to be located in Minneapolis, Minnesota. The Project will include the Architect’s Work and the Contractor’s Work, including, but not limited to, as the same is performed by their respective Subconsultants and Subcontractors, whether completed or partially completed, and includes all labor, materials, equipment and services provided or to be provided by the Architect and Contractor to fulfill their respective obligations under the Design Services Agreement and the Construction Services Agreement, the work of all Consultants employed directly by the Authority and/or employed by the Project Manager on behalf of the Authority.

1.1.7 The “Project Participants” means the Authority, Project Manager Architect (and

Subconsultants involved in providing the Design Services and the Architect’s Work), the Contractor (and Subcontractors involved in performing the Contractor’s Work), Consultants, Trade Contractors, and all other professional service provider’s involved in completing the Project.

1.1.8 The “Master Project Budget” means the total projected cost for the Project including,

but not limited to, the “Project Contingency Fund,” to be included as Exhibit 1 and attached hereto and hereby made a part hereof on or before [INSERT]. It is understood and agreed by the parties hereto that the Master Project Budget is being established on the basis that the Authority has complete control over the development of the Project, including the management and administration of all contracts associated with the development of the Project.

1.1.9 The “Master Project Schedule” means the total projected time to complete the Work on

the Project, to be included as Exhibit 9 and attached hereto and hereby made a part hereof on or before [INSERT] with the (i) objective that the completed Work on the Project may be fully and beneficially utilized by the Authority in connection with the 2016 NFL Football season subject to approved public and private funding for the Project being available in [INSERT], and (ii) the objective that completion of other phases of the Project will commence upon completion of specific plans for the development and finance of each individual component of the Project. The Master Project Schedule will include “Project Milestones” to be described in Exhibit 9.

1.1.10 The “Cost of the Work” means the costs incurred by the Authority (or by the Project

Manager on behalf of the Authority) to complete the Project as more specifically described, without limitation, in Section 5.2.4 of this Contract.

1.1.11 The “Fixed Construction Budget” represents the complete cost for the Contractor’s

Work which shall become the basis of the Contract Sum in the Construction Services Agreement(s).

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1.1.12 The “Contract Documents” shall have the meaning as described in Section 1.1.1.5 of

the General Conditions of the Contracts for Design and Construction. 1.1.13 The “Project Management Agreement Documents” include this Contract and the

General Conditions of the Contracts for Design and Construction. 1.1.14 The “Project Milestones” shall mean those interim objectives of portions of the Project

as are identified in Exhibit 9 attached hereto with the objective of the Authority that the Project Participants will attempt to achieve Project Milestones in order to (i) provide for the most orderly phasing of the Project, and (ii) seek to increase revenues available to the Authority or to minimize capital and operating costs.

1.1.15 Any capitalized terms not specifically defined herein shall have the meanings ascribed to

them in the Project Management Agreement Documents. 1.2 Engagement, Execution, Correlation and Intent 1.2.1 The Authority hereby retains the Project Manager to provide the Project Management

Services as described herein and the Project Manager hereby agrees to serve as an independent contractor to perform the services in accordance with the terms and conditions of this Contract.

1.2.2 This Contract shall be signed in not less than duplicate by the Authority and Project

Manager. 1.2.3 It is the intent of the Authority and Project Manager that this Contract includes the labor

and all other services necessary for proper execution and completion of the Project Management Services only. Project Management Services not covered in this Contract or by Modifications or Contract Revisions as described in Section 2.1.1 hereof will not be required.

1.3 Ownership and Use of Documents

1.3.1 The Drawings, Specifications and other documents prepared by the Architect for the Authority and Project Manager are and shall be the property of, and exclusively owned by, the Authority.

1.3.2 Provided that Project Manager has been paid all sums due and owing under this

Contract, all reports, estimates, schedules, manuals, records, reports, minutes, data and other documents prepared for the Project or by the Project Manager (the “Work Products”) shall become the Property of the Authority; provided, however, that this provision shall not operate nor be construed to increase the documentation obligations of the Project Manager as otherwise required by this Contract, nor shall the foregoing operate to prohibit the Project Manager’s performance in its normal course of business. The Project Manager shall deliver the Work Product to the Authority in a timely fashion in the event of termination of the Contract as provided in Section 11.3 hereof.

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ARTICLE 2 PROJECT MANAGER'S BASIC SERVICES 2.1 Basic Services 2.1.1 The Project Manager's Basic Services ("Project Management Services") are described

in this Article 2 and on Exhibit 2 of this Contract. The Authority, without invalidating this Contract, shall have the right from time to time during the term of this Contract to make Modifications to the Project Manager’s Basic Services as described herein. The Authority and Project Manager shall agree to such Modifications by written Contract Revision and the Project Manager’s compensation, to the extent such Modifications are material, shall be equitably adjusted for such Modifications as set forth in said Contract Revisions.

2.1.2 The Project Management Services are more particularly set forth on Exhibit 2 attached

hereto and shall be performed by qualified professionals employed or otherwise engaged by the Project Manager with respect to the services described in Exhibit 2. The Project Manager shall be solely responsible for workers’ compensation obligations, withholding taxes, and unemployment insurance and other employer obligations with respect to such persons working for the Project Manager.

2.1.3 The Project Management Services contemplated by this Contract shall consist of

management personnel and support to the Authority to assist in overseeing the planning, development, finance, design, marketing, and construction of the Project. The Project Manager shall monitor the performance of the Project Participants and will report to the Authority from time-to-time on their performance.

2.1.4 The Project Manager shall designate a Principal-in-Charge authorized to act on the

Project Manager’s behalf with respect to the Project. The Principal-in-Charge for the Project will be Mr. Robert P. Dunn, who shall devote such portion of his annual business hours to the Project during the Basic Term of this Contract as are set forth on Exhibit 10 attached hereto and hereby made a part hereof, and shall not be replaced without the prior written consent of the Authority. The Authority further reserves the right to approve all other key personnel of the Project Manager (and any replacements thereof) that will be scheduled to work on the Project (“Key Personnel”). Authority’s approval of the Project Manager’s Key Personnel shall not be unreasonably withheld. At a minimum, the Key Personnel identified in Exhibit 10 of this Contract shall be personally involved and certain of the individuals so identified in Exhibit 10 shall devote such portion of their annual business hours (as such hours are set forth on Exhibit 10) to the Project for the duration of the Project and shall not be replaced without the prior written approval of the Authority.

2.1.5 The Project Manager agrees to furnish the Project Management Services described in

this Contract and those that are expressly described or necessarily inferred in the Contract Documents as the responsibility or function of the Project Manager. The Project Manager agrees to perform such services in an expeditious manner consistent with the best interests of the Authority as set forth in the Contract Documents and as otherwise made known to the Project Manager and agreed to by the Project Manager. The Project Manager shall provide the Project Management Services under this Contract in a manner consistent with the standard of care and professionalism of the industry.

2.1.6 Design Services. The “Design Services” to be provided by the Architect are more

particularly set forth in the Design Services Agreement by and between the Authority and Architect, a true and correct copy of which shall be attached hereto as Exhibit 3. The

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professional obligations of the Architect shall be undertaken and performed in the best interest of the Project on behalf of the Authority. Nothing contained in this Contract shall create any professional obligation or responsibility of the Project Manager to perform the Architect’s Work or any Design Services to be provided by the Architect and associated with the Project which shall be the sole and absolute responsibility of the Architect.

2.1.7 Construction Services. The “Construction Services” to be provided by the Contractor

are more particularly set forth in the Construction Services Agreement by and between the Authority and Contractor, a true and correct copy of which shall be attached hereto as Exhibit 4. The professional obligations of the Contractor shall be undertaken and performed in the best interest of the Project on behalf of the Authority. Nothing contained in this Contract shall create any professional obligation or responsibility of the Project Manager to perform the Contractor’s Work or any Construction Services, including the means, methods, materials, techniques, sequences, safety precautions or programs associated with construction of the Project which shall be the sole and absolute responsibility of the Contractor.

2.1.8 Additional Services. The Authority may, from time to time, authorize the Project

Manager to perform services within the Project Manager’s competency other than the Basic Services (“Additional Services”). Exhibit 2 of this Contract provides a partial list of services which, if authorized by the Authority, shall constitute Additional Services. The Authority and Project Manager shall agree, from time to time, upon the Additional Services to be performed by the Project Manager by written Contract Revision. The Project Manager shall be compensated for Additional Services as provided in Section 5.5 hereof or as otherwise agreed to in a written Contract Revision by the Authority and Project Manager. The Project Manager shall not unreasonably withhold, delay or condition its agreement and consent to perform Additional Services. If Authority so requests the Project Manager shall provide an estimate of the fees and costs associated with any Additional Services and a budget to be utilized in connection therewith.

2.2 Authority and Responsibility of the Project Manager 2.2.1 The Authority hereby recognizes and agrees that the Project Manager is an independent

contractor to the Authority under the terms and conditions of this Contract. In order that the Consultants, the Contractor and Architect are able to rely on the Project Manager's authority as an authorized representative of the Authority, the Authority agrees, simultaneous with the execution and delivery of this Contract, to execute and deliver to the Project Manager, Consultants, the Contractor and the Architect, a copy of a letter of authorization substantially in the form attached hereto as Exhibit 5.

2.2.2 The Authority and Project Manager hereby agree that the Project Manager shall have the

authority to commit funds on behalf of the Authority, only for the Project and strictly in accordance with the Master Project Budget approved by the Authority. Use of Project Contingency in an amount in excess of [INSERT] (INSERT) Dollars (US) with respect to any single expenditure, or [INSERT] (INSERT) Dollars (US) in the aggregate during any single calendar month during the term of this Contract, shall require the prior written authorization of the Authority. The Authority hereby grants the Project Manager authority to enter into contracts and professional service agreements on the Authority’s behalf and only in accordance with the provisions of this Section 2.2.2.

2.2.3 The Project Manager’s authority granted in Section 2.2.2 hereof does not include costs

associated with the Project Management Services. Any changes to the Project Management Services must be approved by the Authority pursuant to Section 7.1 hereof.

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2.2.4 The Authority shall have the right, at its option, to review and approve the selection of any Consultant, Subconsultants, Subcontractors and Trade Contractors as may be proposed to work on the Project by the Project Manager, the Architect and/or the Contractor. In furtherance hereof, the Authority and Project Manager shall require that the aforesaid Authority-approval right be included in all applicable contracts relating to the Project. The Authority further reserves the right, but not the obligation, to enter into separate Trade Contracts for portions of the Project and to thereafter assign any such Trade Contracts to the Contractor.

2.2.5 Nothing contained in this Project Management Agreement or any of the Contract

Documents, shall impose any liability or responsibility of the Project Manager to guarantee the Master Project Budget, Master Project Schedule, or the performance of any of the Project Participants.

2.3 Limitations on Liability and Responsibility of Project Manager. The Project Manager is not,

and shall in no event be, responsible or liable for any aspect of the Consultant Services or the Consultants Work, including, without limitation, engineering, financial services, marketing, legal, testing and inspections, and other professional services, which will be provided by the Consultants under the Consulting Services Agreement, the Design Services Agreement or Architect’s Work (or any of the Subconsultants Work), including, without limitation, architecture, design, engineering, inspections, testing, quality control or design administration services, which will be provided by the Architect under the Design Services Agreement. Likewise, the Project Manager is not and shall in no event be, responsible or liable for any aspect of the Construction Services or Contractor’s Work, including, without limitation, the construction means, methods, techniques, sequences, procedures, inspections, testing, quality control, safety programs and precautions which shall be carried out by the Contractor under the Construction Services Agreement. In no event shall the Project Manager have any responsibility for construction means, methods, techniques, sequences or procedures or for safety precautions and programs in connection with the Contractor’s Work, which shall be the sole responsibility of the Contractor, notwithstanding any of the rights and authority granted the Authority in or under the Contract Documents. The Project Manager shall not be responsible for testing or inspections of any portion of the Project for purposes of verifying conformity with the Contract Documents. The Authority, with assistance from the Project Manager shall cause the foregoing responsibilities of the Architect and Contractor to be included under their respective contracts with the Authority. Notwithstanding the foregoing, if the Project Manager observes or otherwise becomes aware of any fault or defect in the Architect’s Work, Contractor’s Work or Consultant’s Work, nonconformity of the Contractor’s Work with the Contract Documents, or noncompliance with applicable law, the Project Manager shall take reasonable, prompt and appropriate steps to protect the Authority’s interests by giving prompt written notice thereof to the Authority, Architect, Contractor and Consultants. The foregoing shall not release the Architect, Contractor or the Consultants from their responsibilities under the Contract Documents.

2.4 Project Manager Representations and Warranties. The Project Manager hereby represents

and warrants, as of the date of this Contract, that: 2.4.1 Project Manager is an S corporation duly organized and validly existing in good standing

under the laws of the State of Wisconsin and has all requisite legal power and authority to execute and deliver the contract and to carry out its terms, conditions and provisions.

2.4.2 All actions of Project Manager required to authorize the execution, delivery and

performance by Project Manager of the Contract and the transactions contemplated hereby have been taken and are in full force and effect.

2.4.3 The Contract has been duly executed and delivered and constitutes the valid, legal and

binding obligation of Project Manager, enforceable in accordance with the terms hereof

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except as the enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and to the extent that the remedies of specific performance, injunctive relief and other forms of equitable relief are subject to equitable defenses, the discretion of the court before which any proceeding therefore may be brought and the principles of equity in general.

2.4.4 There are no actions, suits or proceedings pending or, to Project Manager’s knowledge,

threatened, against or affecting Project Manager before any court or administrative body or arbitral tribunal that might materially adversely affect the ability of Project Manager to meet and carry out its obligations under the Contract.

2.4.5 The execution, delivery and performance by Project Manager of the Contract will not

contravene any provision of, or constitute a default under, any other agreement or instrument to which it is a party or by which it or its property may be bound.

ARTICLE 3 AUTHORITY RESPONSIBILITIES 3.1 At the commencement date of this Agreement, the Authority shall designate one Authority staff

position as the primary point of contact authorized to act on the Authority’s behalf with respect to the Project. The Authority’s representative is [INSERT], or such other individual as may be appointed from time to time by the Authority in its sole and absolute discretion. The Authority or such authorized representative shall examine documents submitted by the Project Manager and other Project Participants and shall promptly render decisions pertaining thereto to avoid unreasonable delay in the orderly progress of the Project. The Authority will communicate with the Project Participants through the Project Manager. Notwithstanding the foregoing, the Project Manager shall schedule periodic Project progress meetings (not less frequently than two (2) times per month, or at such other intervals as may be acceptable to Authority) to be attended by the Project Manager, the Authority representative, and authorized representatives of the Architect, the Contractor, Consultants and such principal Subcontractors or Subconsultants whose participation is reasonably necessary with respect to any particular Project progress meeting.

3.2 The Authority hereby acknowledges and agrees that the Authority's obligations for the design and

construction portion of the Project are set forth in the Design Services Agreement and Construction Services Agreement, respectively.

3.3 The Authority shall fully cooperate with the Architect who shall be responsible to assist the Authority in securing public and regulatory approvals for the Project and the Authority shall cooperate with the Contractor who shall be responsible to secure building and other permits, licenses and inspections, and Authority shall pay the fees for such permits, licenses and inspections, unless such fees are to be paid by others as described in the Contract Documents.

3.4 The Authority shall, with the assistance of the Project Manager, furnish the services of financial,

legal, market, community relations, testing and inspection, land surveyors or geotechnical engineers and other consultants (collectively referred to herein, without limitation, as the “Consultants”) for subsoil, air and water conditions, accessibility or other professional consultants when such services are deemed necessary by the Project Participants to properly carry out their work. The Authority shall, with the assistance of the Project Manager, furnish structural, mechanical, chemical, geotechnical and other laboratory or on-site tests, inspections, quality assurance programs and reports as set forth in the Contract Documents, as are standard in the industry for projects similar in scope to the Project, and as required by law. The services, information, surveys and reports required by this Section 3.4 shall be furnished at the Authority's

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expense, unless such documents or services are to be paid by others as described in the Contract Documents, and the Project Manager shall be entitled to rely upon the accuracy and completeness of such information. The Authority shall furnish such required information and services and shall promptly render decisions pertaining thereto to avoid unreasonable delay in the orderly progress of the Project Participants and the Project.

3.5 If either the Authority or the Project Manager observes or otherwise becomes aware of a fault or

defect in the Architect’s Work, Contractor’s Work or Consultants Work or nonconformity with the Contract Documents, such party shall give prompt written notice thereof to the other party hereto. The foregoing shall not release the Architect, the Contractor or the Consultants from their responsibilities under the Design Services Agreement, Construction Services Agreement or Consulting Services Agreement, respectively. Notwithstanding the foregoing, in no event shall the Project Manager or the Authority be responsible for inspecting any portion of the Project or the progress of the Architect’s Work, Contractor’s Work or Consultant’s Work.

3.6 The Authority shall consult with the Project Manager prior to and with respect to decisions which

are required to be made by the Authority under the Contract Documents. If the Authority desires to provide direction to the Architect, Contractor, Consultants, Subcontractors, Subconsultants or Trade Contractors of any tier, the Authority will do so by communicating such directions through the Project Manager as described in the Contract Documents.

3.7 Prior to the execution and delivery of this Contract by the Authority to the Project Manager, the

Authority agrees to provide the Project Manager with true and correct copies of all collective bargaining agreements or other labor agreements to which the Authority is a party and which may impact the Work.

3.8 The Authority, with the assistance of the Project Manager, may implement an Owner Controlled

Insurance Program (the “OCIP”) for the Project not later than the start of the Construction Phase. The OCIP shall include coverages for workers’ compensation, commercial general liability and professional liability insurance. The Project Manager shall be a named insured under the OCIP. As an alternative, the Authority,, may instead choose to implement a Contractor Controlled Insurance Program (“CCIP”). If this option is selected, the CCIP, shall have the same requirements as the OCIP, summarized above.

3.9 The Authority is responsible to make such payments as are required in accordance with the

Contract Documents. Upon written request therefore by the Contractor, the Authority is responsible to provide evidence of financing for the complete Cost of the Work.

3.10 Authority Representations and Warranties. The Authority hereby represents and warrants, as

of the date of this Contract, that: 3.10.1 The Authority is a public authority duly organized under the laws of the State of

Minnesota and has all requisite legal power and authority to execute and deliver the contract and to carry out its terms, conditions and provisions.

3.10.2 All actions of Authority required to authorize the execution, delivery and performance by

Authority of the Contract and the transactions contemplated hereby have been taken and are in full force and effect.

3.10.3 The Contract has been duly executed and delivered and constitutes the valid, legal and

binding obligation of Authority, enforceable in accordance with the terms hereof except as

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the enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and to the extent that the remedies of specific performance, injunctive relief and other forms of equitable relief are subject to equitable defenses, the discretion of the court before which any proceeding there for may be brought and the principles of equity in general.

3.10.4 There are no actions, suits or proceedings pending or, to Authority’s knowledge,

threatened, against or affecting Authority before any court or administrative body or arbitral tribunal that might materially adversely affect the ability of Authority to meet and carry out its obligations under the Contract.

3.10.5 The execution, delivery and performance by Authority of the Contract will not contravene

any provision of, or constitute a default under, any other agreement or instrument to which it is a party or by which it or its property may be bound.

ARTICLE 4 TIME 4.1 The Project Manager shall provide services as expeditiously as is consistent with reasonable skill

and care in the orderly progress of the Project Management Services, and the Project Management Services commence on August 1, 2012. , Subject to authorized adjustments and to delays not caused by the Project Manager, the Project Management Services shall be completed on or before the date which is forty-five (45) days after the Date of Substantial Completion as set forth in the Master Project Schedule (the “Basic Term”).

4.2 Subject to the General Conditions, the Date of Substantial Completion is the date when

construction, or an agreed upon portion thereof, is sufficiently complete so the Authority can occupy and utilize the Project, or agreed upon portion thereof, for its intended use, or as otherwise provided in the General Conditions, it being intended hereby, and as and for an inducement for the Authority to enter into this Contract with the Project Manager, that the Project Manager hereby acknowledges that (i) it is a requirement of the Authority that the completed Project shall be “football ready” so that it will be fully and beneficially utilized by the Team in connection with the 2016 NFL season, and (ii) it is an objective of the Authority and the Project Manager that the Project Milestones shall be achieved on or before the outside dates as set forth in Exhibit 9. It is hereby understood that the achievement of the foregoing objectives of the Authority are conditioned upon the completion of the Authority’s responsibilities set forth in the Master Project Schedule attached hereto as Exhibit 9.

4.3 If the Project Manager is delayed in the progress of the Project by acts or neglect of the Authority,

Authority's representatives or its employees, the Consultants, the Architect, the Contractor, separate Trade Contractors employed by the Authority, changes ordered in the Work or Project Participants not caused by the fault of the Project Manager, labor disputes, fire, adverse weather conditions not customarily encountered in the area surrounding the Project which affect the progress of the Work or Project Participants, other causes beyond the Project Manager's reasonable control, delay regarding dispute resolution proceedings, or any other cause which the Authority and Project Manager agree in writing is justifiable, the Basic Term shall be reasonably extended by Contract Revision.

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ARTICLE 5 PAYMENTS AND REIMBURSEMENTS; BASIS OF COMPENSATION;

COST OF THE WORK 5.1 Payments and Reimbursements

5.1.1 The Project Manager shall deliver to the Authority an itemized Application for Payment for Project Management Services, together with all supporting documentation reasonably acceptable to the Authority, by the tenth (10th) day of each month during the Basic Term of this Contract.

5.1.2 Payments for Project Management Services and the Cost of the Work shall be made to

the Project Manager by the Authority within ten (10) days of the Authority's receipt of an Application for Payment (but not later than the 20th day of the month), together with all supporting documentation reasonably acceptable to the Authority, from the Project Manager, and in accordance with the procedures set forth in this Contract.

5.1.4 The Project Manager shall execute and deliver with each Application for Payment for the

Project Management Services such waivers and releases of mechanics lien rights (in a form acceptable to the Authority and in accordance with applicable laws) with respect to the Project Management Services provided by the Project Manager and covered by each Application for Payment and all prior Applications for Payment for Project Management Services.

5.1.5 The Project Manager hereby acknowledges that Authority has advanced, and will be

advancing, substantial funds required in connection with the Project prior to the availability of certain public sector funds. The Project Manager shall assist the Authority with respect to the reimbursement to the Authority of certain funds advanced by the Authority which represent an advance by the Authority of the public sector’s portion of such Project costs.

5.2 Basis of Compensation 5.2.1 Basic Services. "Compensation for Project Management Services" shall be paid to the

Project Manager by the Authority as set forth below:

.1 For Project Management Services described in Article 2 and Exhibit 2 attached hereto, the Project Manager shall be paid for Direct Personnel Expenses, a Project Management Fee, Reimbursable Expenses and Performance Compensation as described in Section 5.2.4 and Section 5.2.5 hereof.

.2 The compensation for Project Management Services described herein is based

upon the condition that the Authority) has complete control over the management and administration of all contracts associated with the development of the Project.

5.2.2 Direct Personnel Expenses. The Project Manager will be compensated for Direct

Expenses as outlined below:

.1 Upon execution of this Contract, the Project Manager shall be paid a mobilization fee of [INSERT] in order to commence Services on the Project.

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.2 The Project Manager shall be paid for Direct Personnel Expenses in accordance with the Direct Personnel Expense Schedule outlined in Exhibit 2 hereof for the period from August 5, 2012 through the date which is forty-five (45) days after the Date of Substantial Completion of the Project.

5.2.4 Reimbursable Expenses. Reimbursable Expenses are in addition to the Direct

Personnel Expenses and Project Management Fee as described above, and shall include the following direct out-of-pocket consumable expenditures, all of which shall be in reasonable amounts and charged at the Project Manager’s cost without mark-up, incurred by the Project Manager in the interest of the Project and other expenses as agreed to from time to time by the Authority and Project Manager:

.1 Costs of the Work when contracts are held by the Project Manager; and .2 Costs of Subconsultants as required by the Authority; and .3 Costs of Project Specific Insurance and related expenses; and .4 Expenses of transportation and other reasonable travel related expenses in

connection with the Project Manager’s personnel travel for the Project; and .5 Travel and reasonable subsistence expenses (e.g. living expenses and per

diems) of the Project Manager’s personnel for travel reasonably necessary in connection with the Project; and

.6 Long distance communication and teleconferencing associated with the Project;

and .7 Expenses of postage, handling and express delivery from the Project Manager’s

office(s); and .8 Office and equipment related expenditures of the Project Manager in the

performance of the Project Manager’s Work incurred in connection with the Project; and

.9 Costs of printing and reproductions associated with the Project Management

Services and the Project; and .10 Other expenses agreed to in writing and in advance by and between the

Authority and Project Manager

5.2.5 Performance Compensation. Performance Compensation is in addition to the Project Management Fee and Direct Personnel Expense as described above, and shall include the following:

.1 Performance Payments are described below and are in addition to the Project

Management Fee and are payable in the event of the satisfaction of the criteria and conditions set forth below:

i. Cost Savings Bonus – The Project Manager will be compensated in the

amount [INSERT] Percent (INSERT%) of any cost savings below the Master Project Budget, after accounting for any Authority initiated scope

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increases funded within the Master Project Budget, up to a maximum amount of INSERT Thousand and 00/100 ($INSERT) Dollars (US); and

ii. Project Completion Bonus – The Project Manager will be compensated in the amount of [INSERT] Thousand and 00/100 ($INSERT) Dollars (US) for completion of the Project in accordance with the Master Project Schedule; and

iii. Key Personnel Bonus – The Project Manager will be compensated in the amount of INSERT and 00/100 ($INSERT) Dollars (US) for maintaining involvement of Key Personnel on the Project; and

iv. Project Dispute Resolution Bonus – The Project Manager will be compensated in the amount of INSERT Thousand and 00/100 ($INSERT) Dollars (US) for completion of the Project with no outstanding claims at the Date of Substantial Completion of the Project.

v. Other

5.2.6 Cost of the Work. The Cost of the Work includes those costs necessarily incurred in connection with the Project, and shall include expenditures incurred and paid directly by the Authority, or by the Project Manager on behalf of the Authority as a Cost of the Work, in the interest of the Project for those expenses listed as follows and others as required from time to time by the Authority:

.1 Expenses necessarily incurred in connection with the Project Management

Services as described above; and .2 Expenses necessarily incurred in connection with the Architect’s Work; and .3 Expenses necessarily incurred in connection with the Contractor’s Work; and

.4 Expenses of the Consultants or other professional services engaged from time to time by the Authority or by the Project Manager on the Authority’s behalf for the Project; and

.5 Expenses of reproductions, postage and handling of Drawings, Specifications

and other documents, including reproductions for the office use of the Project Manager and any consultant engaged by the Authority or by the Project Manager at the direction of the Authority; and

.6 Expenses of insurance coverages and bonding as required by the Authority for

the Project; and .7 Costs of marketing collateral materials and media relations for the Project as

requested by the Authority; and .8 Expenses necessarily incurred in connection with procurement of regulatory

permits and approvals; and .9 Expenses of site investigations, surveys, soils analysis, geotechnical testing and

inspection services, and other site related and environmental costs; and .10 Expenses of the Project office to be provided and furnished by the Authority; and .11 Costs necessarily incurred in connection with direct Authority purchases (e.g.

furniture, fixtures, and equipment, etc.); and .12 Costs associated with legal and other professional services; and

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.13 Other Project-related expenses as required by the Authority; and .14 Costs associated with financing of the Project. 5.3 If the scope of the Project is changed materially, whether increased or reduced, the amount of

Compensation for Project Management Services shall be equitably adjusted either higher or lower, as the case may be, as an Additional Service and paid as described in Section 5.5 hereof.

5.4 If, through no fault of the Project Manager, the Project Management Services have not been

completed within two (2) months of the expiration of the Basic Term described in Section 4.1 hereof, the Compensation for Project Management Services for those services provided by the Project Manager following the Basic Term shall be deemed to be Additional Services and paid in accordance with Section 5.5 hereof.

5.5 Additional Services

5.5.1 For Additional Services of the Project Manager, as described in Exhibit 2 attached hereto, compensation shall be computed as follows:

.1 Direct Personnel Expenses (“DPE”) for Additional Services of the Project

Manager shall be paid in accordance with the Direct Personnel Expense Schedule outlined in Exhibit 2.

.2 Additional Services may be structured on a professional fee basis as described in

Exhibit 2 attached hereto.

5.5.2 The hourly billing rates set forth in Exhibit 2 will be adjusted based on an average of the prior three (3) year’s Consumer Price Index (“CPI”) , which shall provide an annual labor rate escalator to be applied on June 1st of each calendar year, commencing on June 1, 2012.

ARTICLE 6 PROTECTION OF PERSONS AND PROPERTY 6.1 The Authority and Project Manager understand and agree that the Project Manager shall require the Contractor to be solely responsible for, and to initiate, maintain and provide supervision of safety precautions and programs in connection with the performance of the Contractor’s Work on the Project. The Project Manager hereby acknowledges that members of the public will be utilizing portions of the Project on “Event Days” and other scheduled events during the performance of the Contractor’s Work and that the establishment of appropriate safety programs is essential. Consequently, the Authority and Project Manager agree that the Contractor shall be solely responsible to take all reasonable precautions for safety of, and to provide reasonable protection to prevent damage, injury or loss to: (1) employees on the Project and other Project Participants who may be affected thereby; (2) the Construction Services and/or the Contractor's Work, materials and equipment to be incorporated therein; (3) other property at or adjacent to the Project site; and (4) the general public on both “Event Days” and non-Event Days. DRAFT


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ARTICLE 7

CHANGES IN THE WORK 7.1 A Contract Revision related to the Project Management Services is a written order signed by the

Authority and Project Manager, and issued after execution of this Contract, authorizing a change in the Project Management Services. Costs to the Authority resulting from a change in the Project Management Services (whether an increase or a decrease) shall be determined in writing between the Authority and the Project Manager before issuance of the Contract Revision.

ARTICLE 8

CORRECTION OF WORK

8.1 The Project Manager, in consultation with the Authority, shall promptly direct the Contractor or Architect to correct Construction Services or Design Services, respectively, rejected by the Authority; and shall direct the Contractor to correct Construction Services and/or the Contractor's Work found to be defective or nonconforming within a period of one (1) year from the date of Substantial Completion of the Construction Services and/or Contractor's Work or designated portion thereof, or within such longer period provided by any applicable special or extended warranty.

ARTICLE 9

INSURANCE PROVISIONS 9.1 Project Manager’s Liability Insurance

9.1.1 The Project Manager shall maintain at its sole cost and expense, during the Basic Term of this Contract and any additional term of this Contract, insurance coverage for commercial general liability, automobile liability and workers’ compensation in forms and amounts substantially in accordance with the insurance coverage’s set forth in Exhibit 6 attached hereto and made a part hereof. The Project Manager shall cause the Authority and other entities specifically identified by the Authority to be additional insureds under the general liability insurance policies required to be provided by the Project Manager for the Project. The Project Manager shall be responsible to provide, and to cause its insurer to provide, the Authority with thirty (30) days’ prior written notice in the event of cancellation, non-renewal or material modification to the insurance policies required hereunder. Certificates of the Project Manager's insurance acceptable to the Authority shall be delivered to the Authority within thirty (30) days of executing this Contract and the Contract can be terminated at the Authority’s option upon written notification thereof if such insurance certificates are not provided to the Authority. The Project Manager’s Commercial General Liability Insurance (CGL) shall be written using an Occurrence Basis Form (CG 00 10) and written through insurance companies authorized to do business in the State of Minnesota and rated no less than A-:VII in the most current edition of A.M. Best’s Key Rating Guide.

9.2 Authority's Insurance 9.2.1 The Authority shall be responsible to purchase and maintain the insurance required to be

purchased by the Authority in Article 13 of the General Conditions. The Authority shall

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cause the Project Manager to be an additional insured under insurance policies required to be provided by the Authority, Consultant, Architect and Contractor. Certificates of the Authority's Insurance acceptable to the Project Manager shall be delivered to the Project Manager within thirty (30) days of executing this Contract, or within thirty (30) days of such insurance being placed for the Project, and the Contract can be terminated at the Project Manager’s option upon written notification thereof if such insurance certificates are not provided to the Project Manager. The policies shall contain a provision that coverage will not be cancelled or allowed to expire until at least thirty (30) days' prior written notice has been given to the Project Manager. The Authority shall be responsible to provide, and to cause its insurer to provide, the Project Manager with thirty (30) days’ prior written notice in the event of cancellation, non-renewal or material modification to the insurance policies required hereunder. The Authority’s insurance as described above shall be written using an Occurrence Basis Form (CG 00 10) and written through insurance companies authorized to do business in the State of Minnesota and rated no less than A-:VII in the most current edition of A.M. Best’s Key Rating Guide.

9.3 Authority's Property Insurance

9.3.1 The Authority shall purchase and maintain property insurance as required to be purchased in Article 13 of the General Conditions.

9.4 Loss of Use Insurance 9.4.1 The Authority, at the Authority's option, may purchase and maintain such insurance as

will insure the Authority against loss of use of the Authority's property due to fire, delays, other hazards or instances, however caused. The Authority waives all rights of action against the Project Manager, and its Subconsultants and employees, for loss of use of the Authority's property, including consequential and/or actual losses or damages resulting from such loss of use, however caused. The foregoing waiver is in addition to the waiver contained in Article 13 of the General Conditions.

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ARTICLE 10

INDEMNIFICATION

10.1 Indemnification 10.1.1 The Project Manager hereby agrees to indemnify and save harmless the parties

described below including each party’s affiliates, principals, officers, shareholders, directors, agents, employees and legal counsel (the “Project Manager’s Indemnitees”) against liabilities, obligations, claims, losses and expenses arising from loss, personal injury or property damage (1) caused or created by the negligence, error, omission or willful misconduct of the Project Manager, its Subconsultants, and its employees, and arising out of or in connection with the Project Management Services performed hereunder, or (2) arising out of injuries or property damage suffered or allegedly suffered by employees or agents of the Project Manager or its Subconsultants, in the performance of the Project Management Services hereunder; except to the extent that any such injury or damages is the result of or arises out of the negligent acts or intentional misconduct of the Authority or other Project Participants under contract with the Authority. Nothing contained in this Section 10.1.1, or any other provision of this Contract, shall cause the Project Manager to assume any liability or loss with the Authority, Project Manager’s Indemnitees or any party or person related thereto which exceeds that set forth under Section 12.12 hereof.

Project Manager’s Indemnified Parties: INSERT 10.1.2 The Authority hereby agrees to indemnify and save harmless the Project Manager, its

affiliates, principals, officers, shareholders, directors, agents, employees and legal counsel (the “Authority’s Indemnitees”) against all liabilities, obligations, claims, loss and expense arising from loss, personal injury or property damage (1) caused or created by the negligent act, error, omission or willful misconduct of the Authority, its principals, officers, shareholders, directors, agents and employees and/or the Project Participants and arising out of the obligations of the Authority hereunder, or (2) arising out of injuries or property damage suffered or allegedly suffered by employees or agents of the Authority, the Project Participants, in the performance of the obligations of the Authority hereunder; except to the extent that any such injury or damages is the result of or arises out of the negligent acts or intentional misconduct of the Project Manager, its Subconsultants and its employees. The Project Participants (other than the Project Manager) and other parties under contract with the Authority for the Project shall indemnify and save harmless the Project Manager and Authority pursuant to the provisions of this Section 10.1.2 in their respective contracts with the Authority.

10.1.3 The provisions of Section 10.1.1 and Section 10.1.2 hereof shall survive termination or

completion of this Contract.

ARTICLE 11

MISCELLANEOUS PROVISIONS 11.1 Dispute Resolution 11.1.1 Claims, disputes and other matters in question between the parties to this Contract or

related to the Project and arising out of or relating to this Contract or the Project shall be

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submitted and resolved as provided in Article 6 of the General Conditions, excluding provisions thereof providing for review and determination of claims by the Project Manager.

11.1.2 Section 11.1 hereof shall survive completion or termination of this Contract. 11.2 Subconsultants 11.2.1 The Project Manager, as soon as practicable after execution of this Contract, shall furnish

to the Authority in writing the names of the persons or entities the Project Manager will engage as Subconsultants in accordance with the Project Management Services for the Project. The Authority shall have the right to approve all Subconsultants proposed by the Project Manager for the Project, which approval shall not be unreasonably withheld.

11.3 Termination by the Authority or Project Manager

11.3.1 The Project Manager may terminate this Contract at any time upon not less than ninety (90) days’ prior written notice of termination for reasons of non-payment in accordance with Section 5.1 hereof or a material breach of this Contract by the Authority which is not cured by the Authority within thirty (30) days of receipt of written notice of such non-payment or material breach by the Project Manager. The Project Manager shall be compensated in the event of early termination as follows:

.1 If the Project Manager initiates termination, the Authority shall compensate the

Project Manager for Work executed to the date of termination as described in Exhibit 7, plus actual demobilization costs and Reimbursable Expenses that cannot be mitigated and/or assumed by the Authority, incurred in a reasonable and prudent manner by the Project Manager.

11.3.2 This Contract may be terminated by the Authority with cause upon not less than ninety

(90) calendar days’ prior written notice. In the event of such termination, the Project Manager shall be paid the portion of its compensation for Basic Services and approved Additional Services performed to the termination date, together with the “Termination Payment” applicable to the calendar month any such termination became effective, all as provided in Exhibit 7 attached hereto, together with any Reimbursable Expenses then due. Work performed prior to the date of termination shall be in accordance with the terms and conditions of this Contract. Upon termination, all material results of the Work shall be turned over to the Authority as a condition precedent to any further payment of compensation by the Authority.

11.4 Termination of the Architect, Design Consultant or Contractor 11.4.1 In case of termination of the Architect or the Contractor, the Project Manager shall as part

of the Project Manager’s Basic Services assist the Authority in securing the services of another lawfully licensed person or entity to perform the services set forth in the Contract Documents.

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ARTICLE 12 OTHER PROVISIONS 12.1 Nondiscrimination. In connection with the performance of Project Management Services under

this Contract, the Project Manager agrees not to discriminate against any employs or applicants for employment because of age, race, sex, sexual orientation, national origin, ancestry, religion or color. This provision shall include the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training.

12.2 Legal Representation. The Authority agrees to provide compensation as an Additional Service

for the Project Manager’s costs of legal representation involved with any claims or suits brought against the Authority and/or Project Manager in accordance with the Project (with the Authority having the right to approve Project Manager’s legal counsel which approval shall not be unreasonably withheld), and reasonable compensation for the time and expenses of the Project Manager’s personnel involved in such claims or disputes, other than those arising from disputes between the Authority and Project Manager in accordance with the Project Management Services to be performed under this Contract or any portion of the Project described or contemplated herein or in the Contract Documents.

12.3 Successors and Assigns. The Authority and Project Manager each bind themselves, their

partners, successors, permitted assigns, and legal representatives to the other party to this Contract and to the partners, successors, permitted assigns, and legal representatives of such other party with respect to covenants of this Contract. Neither the Authority nor the Project Manager shall assign this Contract without the prior written consent of the other, which consent shall not, if requested by the Authority, be unreasonably withheld, conditioned or delayed.

12.4 Legal Relations. Nothing contained in this Contract shall create a contractual relationship with

or a cause of action in favor of any third party against the Authority, the Project Manager or any other third party beneficiary. Notwithstanding the foregoing, the parties hereto acknowledge and agree to the third party beneficiary conditions as set forth herein.

12.5 Governing Law. This Contract shall be governed by the internal laws of the State of Minnesota. 12.6 Time Is Of The Essence. Time is of the essence with respect to this Contract and the

performance of any and all obligations hereunder. 12.7 Confidentiality. The Project Manager shall treat all information and data furnished to it by the

Authority or otherwise obtained or prepared by the Project Manager concerning the Project and the Project Manager’s Services and compensation hereunder that is identified in writing to the Project Manager by the Authority as “confidential” and shall not disclose any of the same to any other person or entity unless required to do so by law in connection with the Project. Authority and Project Manager shall use reasonable efforts to maintain information they deem to be confidential. The foregoing shall not prohibit such disclosures as may be necessary in the Project Manager’s performance of services being provided on the Project or in its’ normal course of business. The Project Manager shall instruct its employees and consultants of this obligation and shall use its commercially reasonable efforts to ensure full compliance. The provisions of this Section 12.7 shall survive termination of this Contract.

12.8 Notice. Any notice, consent, approval, submission or other communication (collectively

“Notices”) required or permitted to be given under this Contract shall be in writing, except where oral Notice is specifically permitted under this Contract, and shall be deemed duly given only if (a) delivered in person with receipt acknowledged, (b) sent by Federal Express or other nationally recognized overnight courier, (c) by facsimile, provided that a hard copy is simultaneously sent by

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any of the means set forth in (a), (b) or (c) hereof, or (d) deposited in United States mail, first-class certified or registered mail, postage prepaid, return receipt requested, in each case addressed as follows, or to such other address or individual as either party may specify from time to time by written Notice in the manner provided herein:

12.8.1 If to the Project Manager, addressed to the address for the Project Manager on the cover

page of this Contract

12.8.2 If to the Authority, addressed to the address for the Authority on the cover page of this Contract

with a copy to: [INSERT] and [INSERT]

Any Notice shall be deemed given and received when received by the party to whose attention it was so delivered. A party shall acknowledge in writing receipt of any Notice delivered to it in person.

12.9 Headings. Headings of particular sections are inserted only for convenience and are in no way

to be construed to be a part of this Contract or as a limitation of the scope of the sections to which they refer. All exhibits attached hereto are incorporated herein by reference and hereby made a part hereof.

12.10 Severability. The various terms, provisions and covenants herein contained shall be deemed

separate and severable, and the invalidity or unenforceability of any of them shall in no manner affect or impair the validity or enforceability of the remainder of this Contract.

12.11 Waiver. No waiver of the terms, conditions and covenants of this Contract shall be binding and

effective unless the same shall be in writing signed by the party whose rights or benefits are being waived.

12.12 Limitation on Liability. The obligation of the Project Manager to pay any damages, liabilities,

obligations, losses or expenses in any manner whatsoever pursuant to this Contract or the Project, including the indemnity obligations of the Project Manager as set forth in Section 10.1.1 hereof, shall not exceed the insurance coverages provided by the Project Manager and/or the Authority hereunder. To the extent that the Project Manager’s or Authority’s insurance does not fully cover any such damages, liabilities, obligations, losses or expenses, the Project Manager’s liabilities shall not exceed One Hundred Fifty Thousand and 00/100 ($150,000.00) Dollars (US) regardless of the cause or extent of such damages, liabilities, losses or expenses. The provisions of this Section 12.12 shall survive termination of this Contract

12.13 US Dollars. All monetary amounts set forth in this Contract, in the exhibits to this Contract are

expressed in US Dollars, unless expressly provided otherwise with respect to that specific amount.

12.14 Third Party Beneficiaries. It is expressly agreed and understood that (i) the Project Manager,

the Authority, and the Team are third party beneficiaries of all the promises made by the Authority in the Contract Documents, and (ii) the Authority and the Team are third party beneficiaries of all of the promises made by the Project Manager in the Contract Documents. The rights of third

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party beneficiaries as described herein shall be consistent with the Contract Documents and any amendments thereto. The responsibilities and liabilities of the Authority and the Project Manager, as the case may be, toward such third party beneficiaries shall be consistent with the Contract Documents and any amendments thereto.

12.15 Employment Restrictions. The parties hereto agree not to employ persons of the other

organization for a period of five (5) years beyond the Basic Term of this Contract. 12.16 Counterparts. This Contract may be executed in two or more counterparts, each of which shall

be deemed an original and all of which together shall constitute one and the same instrument. 12.17 General Conditions of the Contracts for Design and Construction. The General Conditions

of the Contracts for Design and Construction will be incorporated herein by reference as Exhibit 8.

12.18 Entire Agreement. This Contract represents the entire agreement between the Authority and

Project Manager and supersedes any prior negotiations, representations or agreements. This Contract may be amended only by written instrument signed by both Authority and Project Manager. In the event of any conflict or ambiguity between the terms of this Contract and any of the other Project Management Agreement Documents, or any of the Contract Documents, as between the Authority and the Project Manager, the terms and conditions of this Contract shall apply.

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THIS CONTRACT is entered into as of the day and year first written above. AUTHORITY:

MINNESOTA SPORTS FACILITIES AUTHORITY

By: Title: PROJECT MANAGER:

HAMMES COMPANY SPORTS DEVELOPMENT, INC.

By: Robert P. Dunn Title: President

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EXHIBIT 1

MASTER PROJECT BUDGET

The Master Project Budget will be attached hereto and incorporated herein as Exhibit 1.

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EXHIBIT 2

PROJECT MANAGEMENT SERVICES OR BASIC SERVICES BASIC SERVICES OF THE PROJECT MANAGER The Project Management Services or Basic Services to be provided by the Project Manager, pursuant to Section 2.1 of this Contract, include: INSERT MSFA SCOPE OF SERVICES DIRECT PERSONNEL EXPENSE SCHEDULE The Project Manager shall be paid for Direct Personnel Expenses in accordance with the Direct Personnel Expense Schedule outlined below for the period from August 5, 2012 through the date which is forty-five (45) days after the Date of Substantial Completion.

Direct Personnel Expenses (“DPE”) of the Project Manager shall be charged based on the following hourly billing rates (US):

i. Principal-in-Charge $388.60 per hour ii. Project Director $264.80 per hour iii. Design Phase Manager $154.00 per hour iv. Project Manager $154.00 per hour v. Project Manager $148.33 per hour vi. Operations Manager $148.33 per hour vii. Financial Manager $126.60 per hour viii. Project Associate $ 88.40 per hour ix. Assistant Project Manager $ 83.40 per hour x. Contract Manager $ 77.70 per hour xi. Project Accountant $ 48.26 per hour xii. Administrative Assistant $ 28.10 per hour

1. The hourly DPE billing rates set forth above will be adjusted based on an average of the prior

three (3) year’s Consumer Price Index (“CPI”), which shall provide an annual be applied on June 1st of each calendar year, commencing on June 1, 2013.

2. The Project Manager will provide a monthly statement summarizing all Direct Personnel

Expenses associated with the Project.

3. Reimbursable Expenses for the Project as described in 5.2.4 shall conform to Authority Requirements.

The Additional Services that may be provided by the Project Manager, pursuant to Section 5.5 of this Contract, may include the following:

A. Project Management Services – Additional Services · Feasibility and Financial Analysis or Advisory Services · Analysis of Ancillary Project Opportunities · Legal representation or other Professional Services · Targeted Business Outreach Program · Community Project Program as defined in the Community Project Plan · Targeted Business Technical Assistance Program · Trade Contract Procurement and Administration · FF&E Procurement

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· Public and Community Relations Program

B. Real Estate Project Services · Real Estate Project Services · Project Ownership · Equity Placement and Origination · Project Planning and Organization for Ancillary Project · Real Estate Project Deal Negotiation and Contract Management · Valuation Modeling

C. Finance & Investment Advisory Services · Investment Advisory Services · Debt Placement · Preparation of Structured Finance Plan · Public Finance Structuring and Placement · New Markets Tax Credit Structuring · Sale – Leaseback Financing · Financial Management

D. Marketing & Sponsorship Services · Sponsorship Project & Valuation Services · Contract Project & Negotiation Services · Sponsorship Origination and Management · Leasing, Brokerage & Transaction Management · Special Event Planning & Management

E. Facility Management & Operations Services

· Property Management Services · Asset Management · Financial Management Program · Facility Commissioning Services · Tenant Representation · Contract Negotiation & Documentation · Facility Operations Analysis and Audits · Contract Services · Technology Project / Acquisition · Acquisitions and Dispositions Analysis · Operating Team Recruitment / Selection · Human Resources · Insurance Administration · Operations Implementation

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EXHIBIT 3 DESIGN SERVICES AGREEMENT The Design Services Agreement will be attached hereto and incorporated herein as Exhibit 3.

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EXHIBIT 4 CONSTRUCTION SERVICES AGREEMENT The Construction Services Agreement will be attached hereto and incorporated herein as Exhibit 4.

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EXHIBIT 5 [On Authority Letterhead] _____________, 201__ [Contractor / Architect / Consultant] Attn: Re: New NFL Stadium (the "Project") Dear __________: Regarding the above-captioned Project, please be advised that the Minnesota Sports Facilities Authority (“Authority”) has entered into a Project Management Agreement (the “Project Management Agreement”) with Hammes Company Sports Project, Inc. (“Hammes Company” or “Project Manager”). Among other things, the Project Management Agreement includes the following:

1. Authority has appointed Hammes Company as our duly authorized representative for all of the purposes set forth under the Consulting Services Agreement, Construction Services Agreement and Design Services Agreement with authority to bind the Authority as set forth in the Consulting Services Agreement, Construction Services Agreement and Design Services Agreement.

2. Authority has agreed to the General Conditions of the Contracts for Design and

Construction, and Authority has agreed to fulfill all of the obligations assigned to the Authority under the General Conditions, the Design Services Agreement, the Construction Services Agreement and other Contract Documents.

3. Unless you are instructed differently by the Authority in writing, the Contractor should

take direction from the Project Manager and communicate through the Project Manager for purposes of the Authority’s involvement or responsibilities as defined in the Construction Services Agreement. The Consultant and Architect should take direction from the Project Manager and communicate through the Project Manager for purposes of the Authority’s involvement or responsibilities as defined in the Consulting Services Agreement or Design Services Agreement, respectively.

ACIDA welcomes your continued interest and involvement with the Project. Yours very truly, MINNESOTA SPORTS FACILITIES AUTHORITY By:__________________________

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EXHIBIT 6

PROJECT MANAGER’S INSURANCE The Project Manager’s insurance certificates are attached hereto and incorporated herein as Exhibit 6.

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EXHIBIT 7

OUTLINE OF PAYMENTS AND TERMINATION EXPENSES The following Outline of Payments and Termination Expenses is attached hereto and incorporated herein as Exhibit 7. TERMINATION PAYMENT BREAKDOWN In the event of a Termination of the Project Management Agreement by the Authority in accordance with Section 11.3.2 of this Contract, the Project Manager shall be entitled to a Termination Payment. The base Termination Payment is [INSERT] Thousand and 00/100 ($INSERT) Dollars (US). In the event of Termination of the Project Manager for Convenience, the base Termination Payment shall double.

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EXHIBIT 8

GENERAL CONDITIONS OF THE CONTRACTS FOR DESIGN AND CONSTRUCTION

The General Conditions of the Contracts for Design and Construction will be attached hereto and incorporated herein as Exhibit 8.

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EXHIBIT 9

MASTER PROJECT SCHEDULE The Master Project Schedule will be attached hereto and incorporated herein as Exhibit 9.

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EXHIBIT 10

PROJECT STAFFING CHART

The following Project Staffing Chart identifies the Project Manager’s Key Personnel and is attached hereto and incorporated herein as Exhibit 10.

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