Building the Peoples Stadium Dorsey & Whitney LLPs Response to Request for Qualifications/Proposals to Serve as Legal Counsel

to the Minnesota Sports Facilities Authority

Submitted By: Jay R. Lindgren, Partner Dorsey & Whitney LLP 50 South Sixth Street, Suite 1500 Minneapolis, MN 55402-1498 Phone: (612) 492-6875 E-mail: lindgren.jay@dorsey.com

TABLE OF CONTENTS

A. QUALIFICATIONS (KNOWLEDGE, EXPERTISE, CAPABILITIES)...................................................................1 1. Proposer History .................................................................................................................................. 1 2. Proposer Qualifications ........................................................................................................................ 1 3. Assignment of Professional Staff ......................................................................................................... 7 B. BUDGET INFORMATION ....................................................................................................................................8 1. Fees ..................................................................................................................................................... 8 2. Expenses ............................................................................................................................................. 9 C. ADDITIONAL PROPOSAL CONTENTS............................................................................................................10 1. Insurance .......................................................................................................................................... 10 2. Diversity............................................................................................................................................. 10 3. Conflict of Interest ............................................................................................................................. 11 4. Exceptions to the General Provisions ............................................................................................... 11 5. Supplemental Information ................................................................................................................. 11 6. Minnesota Affirmative Action Data Page .......................................................................................... 11 Biographies .............................................................................................................................................................12 Core Team ............................................................................................................................................. 12 Additional Team Members ..................................................................................................................... 19 EXHIBIT A Hourly Rates......................................................................................................................................23 EXHIBIT B State of Minnesota Affirmative Action Data Page ......................................................................24 EXHIBIT C Certificate of Compliance ................................................................................................................26

A. QUALIFICATIONS (KNOWLEDGE, EXPERTISE, CAPABILITIES)

1. Proposer History Dorsey & Whitney LLP (Dorsey) was formed in 1912 at the request of a prominent Twin Cities business to serve their legal needs. 100 years later, Dorsey has grown to over 550 lawyers in 19 offices in the U.S., Canada, Europe and the Asia-Pacific region. Dorseys headquarters remains in Minneapolis, where the firm has deep community ties. Dorsey is organized as a limited liability partnership. The firm has extensive resources devoted to projects of the kind being undertaken by the Minnesota Sports Facilities Authority (the MSFA or the Authority). Our Minneapolis-based practice groups include our Infrastructure group (chaired by our proposed relationship partner, Jay Lindgren), Public Finance, Project Development & Finance, Construction and Design, Real Estate, Regulatory Affairs (including Environmental) and other practice groups relevant to the MSFA project. Dorsey would commit the full strength of these resources to the MSFA and the construction and operation of the Peoples Stadium.

2. Proposer Qualifications With over 100 years of history as a Minnesota firm, Dorsey has helped develop in some capacity nearly every major sports facility in this region. These include:

Metropolitan Stadium Metrodome Target Center Target Field TCF Bank Stadium

We have successfully negotiated lease agreements, grant agreements, development agreements and use agreements for most every type of public infrastructure project, including sports facilities. This proposal is to provide all services contemplated by the Authoritys Request for Qualifications/Proposals. Our team draws on experience with a vast array of public infrastructure projects. The following representative experience includes work by members of Dorsey, as well as projects undertaken by current Dorsey lawyers while at other law firms. Development Agreements Dorseys lawyers have worked on dozens of public sector development agreements for prominent projects within the Twin Cities, throughout the country and even internationally. Dorsey has negotiated and drafted some of the most complex development agreements in Minnesota. We have also represented government entities on a variety of public/private partnerships and operating agreements under Minnesota law. Our relevant experiences include:

Assisted in negotiating development agreement as bond counsel to Hennepin County, issuer of over $350 million tax-exempt bonds to finance Target Field. Counsel on stadium construction/development and financing for Anschutz Entertainment Group (AEG), including the Houston MLS stadium for the Dynamo, Staples Center and Home Depot Center financings in Los Angeles, the O2 Arena in London, UK, and O2 World arenas in Berlin and Hamburg, Germany.

Counsel to developer in $700 million transit-oriented urban redevelopment project in negotiating development and construction agreements for privately owned, constructed and maintained public uses, including structured parking, roadways, utilities and parks. Counsel to public wastewater treatment authority in procurement and negotiation of design, build and operate agreements for solids handling facility, resulting in private operation of facility for dewatering, drying and pelletizing of wastewater sludge for commercial fertilizer. Counsel to public authority in negotiation of development agreement and construction agreements for a mixed-use transit center utilizing FTA, LIHTC and developer project financing. Counsel to redevelopment authority in $250 million mixed-use redevelopment project, including (1) contract options for private construction of public roadways and (2) privately owned, constructed and maintained public uses including roadways, utilities and parks. Counsel to state agency in the construction, operation and finance of a privately-operated, publicly owned destination state park. Counsel to transit authority in procurement of private maintenance services for stations and rolling stock serving commuter rail line. Counsel to municipality in private funding, construction and operation of public park. Counsel to municipality for negotiation of development and construction agreements requiring public/private investment in 725 acre industrial/retail/residential master planned community necessitating several hundred million dollars in infrastructure improvements (roadways, parking, utilities, public amenities). Counsel to quasi-public entity in negotiation of development and construction agreements for multi-use railway and maintenance yard utilizing existing rail and proposed LRT, as well as bus transit facilities. A Dorsey partner serves, on a pro bono basis, on the major construction oversight committee for the United States Tennis Association. This includes involvement in all design and construction aspects of over $500 million in improvements to the Billie Jean King National Tennis Center in New York City, where the U.S. Open is played.

Use Agreements

Assisted in the negotiation of a ballpark sponsorship agreement and ballpark suite license agreement for onboarding a sponsor as counsel to a major league baseball team in its broadcasting and interactive media agreement. Significant experience in drafting and negotiating vendor agreements of all sorts from food to software, both on the vendor side and on the customer side. Negotiated the naming rights deal with the Vikings on behalf of Mall of America to create Mall of America Field. Represented the Ligue de Football Professionnel (the French professional soccer league) in negotiating an agreement for the use of Red Bull Arena in Harrison, New Jersey, for the LFPs Trophe des Champions match on July 28, 2012. Represented the Minnesota Kicks during the entire period of their existence from the time they moved to Minnesota from Colorado in 1975 until the franchise was abandoned in the early 1980s. We assisted the Kicks in all aspects of their operation from lease negotiations (at Met Stadium and the University of Minnesota after Met Stadium was torn down) to player contract negotiations.

Represented the Minnesota Strikers indoor soccer team in all aspects of their operation.

Funding / Grant Agreements

Assisted in negotiating and drafting grant agreements as bond counsel to Hennepin County, issuer of over $350 million tax-exempt bonds to finance a new major league baseball stadium for the Minnesota Twins. Drafted countless grant agreements for tax-exempt and taxable bond proceeds on large and small projects across the state as counsel to grantors and grantees, including numerous sports and entertainment facilities. Assisted Minnesota Attorney General and Minnesota Management & Budget in drafting and recently revising standard forms of state construction grant agreements.

Land Acquisition

Advised on the sale of the build-to-suit building for the FBI in Phoenix Arizona. Construction of the project was recently completed by seller. The sale involved transferring property that was subject to a lease with the United States of America for the U.S. Federal Bureau of Investigations (FBI). Dorsey represented the seller in all aspects of the disposition, including negotiation of the purchase agreement, all necessary transfer documents required by the General Services Administration, and closing documentation. Counsel to redeveloper of 500-acre federally-owned brownfield site. Counsel to numerous Minnesota cities, housing and redevelopment authorities and economic development authorities on the purchase and sale of land for redevelopment purposes. Dorsey possesses extensive experience in condemnation matters. Our team has successfully represented both condemning authorities and owners. In particular, we have represented condemning authorities in all aspects of eminent domain proceedings, including negotiation, commissioner viewings and appeals of commissioner decisions.

Public and Public Use Construction Projects

Special counsel to Joe Robbie and Miami Dolphins in connection with the construction and financing of Miami Dolphins Stadium. General counsel to Metropolitan Council on construction of light rail. Represented Shafer Contracting Co., Inc. in connection with the construction of various Minnesota roadways and bridges, including I-94, I-694/494, and I-35. Represented Southern Minnesota Municipal Power Agency and Xcel Energy in connection with the development and construction of major power facilities, utility infrastructure, and alternative energy projects. Represented government entities, owners and contractors in connection with the development and construction of hospitals, buildings, airport facilities, parking garages, electric utilities, water utilities, roadways and bridges. Represented client in connection with the construction and subsequent expansion of the Minneapolis Convention Center. Represented Inspec, Inc., regarding the green roof system at Target Center, one of the five largest in the country.

Advised Southend United Football Club on the design and construction of a new football stadium and retail development project in Southend, UK. This involved preparing tender documents and drafting and negotiating construction contracts and development agreements. Advised Enka Insaat ve Sanayi as main contractor for the design and construction of Shakhtar Donetsk football stadium in Ukraine. This involved advising on contract administration issues and arbitration proceedings following a dispute with the owner. Advised Grocon Construction as main contractor for the redevelopment of a premier football stadium in Melbourne, Australia. This involved advising on main contract and subcontract agreements as well as associated payment and performance security documents. Advised state government on procurement of hospital cogeneration power project in Victoria, Australia. This involved advising on concession and construction contract agreements pursuant to a public private partnership arrangement.

Environmental Dorseys environmental lawyers have assisted project developers in all aspects of the federal and state environmental review that may be required for major professional sports facilities. Examples of similar projects include:

Fast Track environmental permitting for major source manufacturing facility Environmental review for intermodal facility Environmental permitting of gas-fired power plant Environmental permitting of coal-fired power plant Environmental permitting of major agricultural processing facility Environmental audit of petroleum refinery Compliance review and counseling for large coal-fired electric power generating facility Multi-media environmental due diligence of petroleum refinery Multi-media environmental due diligence of more than 400 facilities (single transaction) White Paper investigation of Fortune 100 companys environmental auditing program Brownfield development of former military facility Significant work in the area of sustainability, including work on a sustainability guide for the USTA, advising of clients on LEED construction and advising clients on large-scale recycling programs.

Contract Defaults, Remedies & Litigation

Represented Salt Lake Olympic Committee in connection with contractors, subcontractors, and suppliers that filed insolvency proceedings in the U.S. and Canada in connection with construction projects and supply agreements for the Olympic Winter Games of 2002. Dorsey has represented the Minnesota Twins in major litigation over a series of years. Dorsey represented the Twins in a trial in the 1990s relating to ending the Metrodome lease that was scheduled to run until 2011. We also represented the Twins on their victory on summary 4

judgment in 2006 which cleared the way for the Legislature to authorize a new outdoor stadium, Target Field. As part of this representation, Dorsey advised the Twins for well over ten years on a host of stadium-related matters, including the intricacies of stadium lease provisions, providing guidance on actual and potential litigation matters and related negotiations.

Successfully represented a prime steel contractor in claims litigation involving Carlton College football stadium. Successfully represented the Metropolitan Council, through the Court of Appeals, regarding light rail car procurement bid protest. Successfully represented Polk County, Minnesota, in contract negotiations and litigation involving a waste-to-energy plant. Dorsey lawyers also have strong relationships nationally with sports-related claims consultants, which can be beneficial in efficiently resolving claims if they arise.

Municipal land use and other regulatory, licensing, and permitting Dorsey regularly represents governments, project developers, contractors and architects in land use and permitting requirements. Our Regulatory Affairs group includes over 25 lawyers practicing regularly in all aspects of project permitting. These range from city land use applications to state and federal permits. Jay Lindgren has consistently been ranked a leading land use attorney within the Twin Cities by Chambers USA. He is one of only four area lawyers named a Band 1 Leading Individual in the Zoning/Land Use Real Estate category. Public Financing of major professional sports venues and capital improvements thereto Dorsey has extensive experience with sports and events facilities public financings and, particularly, bond financings secured by State continuing annual appropriations as authorized under the Vikings Stadium legislation, including the following: Dorsey served as bond counsel to Hennepin County, Minnesota, in its issuance of over $350,000,000 of taxexempt Sales Tax Revenue Bonds to finance the construction of a new Major League Baseball stadium as a venue for the Minnesota Twins. This financing involved three tranches of variable and fixed rate debt secured by a countywide sales tax and remitted to a trust account. Our role in this complex transaction included reviewing and drafting provisions of the development agreement, the grant agreement and a construction trust agreement and addressing questions of state authority and federal tax law. Dorsey served as bond counsel to Regents of the University of Minnesota with respect to the University's financing of its football stadium, TCF Bank Stadium, in 2006 and 2009. The financing consisted of two issues of tax-exempt bonds and a series of tax-exempt commercial paper notes, aggregating more than $200 million, and a series of taxable bonds in excess of $17,000,000 relating to costs to be repaid from naming rights receipts. Security for one series of these bonds included continuing annual appropriations from the State of Minnesota, and Dorsey negotiated necessary agreements and certifications related to such appropriations. Dorsey served as bond counsel to the Minnesota Housing Finance Agency in its issuance of the first ever nonprofit conduit housing revenue bonds authorized in Minnesota and backed by State continuing annual appropriations. Dorsey served as bond counsel to the Metropolitan Council with respect to planning and negotiating the financing of Target Center, home of the Minnesota Timberwolves, until the financing was taken over by the City of Minneapolis, at which point Dorsey became bank counsel. Dorsey also was bond counsel for the original financing of the Metrodome. Dorsey attorneys have particular expertise in analyzing complex issues of federal tax allocation and accounting rules applicable to private use and to private payment streams common to major sports facilities.

Dorsey served as underwriters counsel on the tax-exempt financing of the first destination hotel and event facilities at the Mall of America, Radisson Blu MOA, with bonds being issued under the American Recovery and Reinvestment Act as recovery zone facility bonds. Dorsey serves as underwriters counsel in connection with the pending issuance by the State of its taxable and tax-exempt general fund appropriation refunding bonds (refunding tobacco securitization bonds) secured by State continuing annual appropriations, the validation of which is pending before the Minnesota Supreme Court. Dorsey serves as bond counsel to the City of Worthington, Minnesota, which has received authority special legislative authorization to levy a sales tax to finance a planned community center complex and renovations to the Memorial Auditorium, which financing is ongoing. As former bond counsel to the State of Minnesota for decades, Dorsey was involved in authorizing the issuance of all State tax-exempt general obligation bonds, including issues financing local and regional public events facilities across the State and undertaking related tax analysis. These experiences give Dorsey unique insight into the States public finance authority, including constitutional requirements and restrictions. The tax-exempt financing of events facilities involves a number of complex issues, including contracts for temporary use of events facilities by private users and long-term use of facilities by private users (such as facilities managers, technical staff and other service providers; lessees; private suite users; and naming rights sponsors). We note that Dorsey is the only firm in the Upper Midwest with a nationally recognized Section 103 tax partner available to address the most complex tax issues presented. From our experience working with the State of Minnesota, we expect that they will be looking to the Authority and its counsel to provide advice and counsel on how the largest percentage of State bonds can be tax-exempt to result in the lowest cost of borrowing. Dorsey has an excellent working relationship with Minnesota Management & Budget and its current bond counsel and would be in a position to effectively serve the Authority in this role. Dorseys experience in working as bond counsel and special tax counsel on numerous events facilities financings and other governmental and private conduit financings across the country, and the related analysis of private use and private payments issues, makes us uniquely-qualified to evaluate the special arrangements that present themselves in connection with event facilities financings and all underlying leases and management agreements for such facilities. Human Resource Concerns Dorseys Labor and Employment lawyers work closely with clients in five essential areas: (i) risk management-litigation avoidance and defense; (ii) development of effective workplace policies and procedures; (iii) protection of companies intellectual property; (iv) support of corporate decisions affecting the workplace; and (v) traditional labor law matters. Chambers USA gave Dorseys Labor and Employment practice in Minnesota a Band 1 ranking for 2012, the highest ranking available. Clients we serve with respect to human resources matters include: 3M, Allianz Life Insurance, Cargill, Delta Air Lines, Fairview Health Services, IEEE, Mayo Clinic, Medica Health Partners, St. Jude Medical, Target Corporation, U.S. Bancorp, UnitedHealth Group and many others. Working with elected public bodies, their staff, and their in-house counsel Dorsey routinely represents public bodies in Minnesota and many other states. We understand both the legal and political setting in which public bodies must operate. We propose that Jay Lindgren will be lead counsel to the Authority on these matters. Jay has spent his entire legal career representing public authorities in one manner or another. He currently serves as City Attorney to St. Anthony and Redevelopment Counsel to the Cities of Edina and Wayzata. As the former General Counsel and Regional Administrator of the Metropolitan Council, he has a unique understanding of the role of special purpose, regional public agencies in the delivery of specialized services and infrastructure.

3. Assignment of Professional Staff Jay Lindgren would serve as overall team leader/relationship partner to the MSFA. In that role, Jay would lead the team in terms of overall coordination, and would be your main contact on behalf of Dorsey with respect to accountability and client service. Key members of the Dorsey team that we propose, in addition to Jay Lindgren, are Robert Hensley and Lynnette Slater Crandall. We propose Robert to take the lead with respect to certain key agreements, including development and use agreements. Lynnette would take the lead with respect to the grant agreement, and also provide general counsel services in the area of public law. We would expect proposed team member Robert Olson would take the lead with respect to the lease agreement and real estate acquisitions. Our entire proposed team is listed below, with more biographical information included in the Biographies section appearing prior to the Exhibits at the end of this proposal. We propose team members based on their qualifications and ability to contribute in a highly meaningful way to successfully completing the legal work of the Authority. As with all clients, you naturally have the final say on team members Dorsey has a deep bench and is committed to making every one of those resources available to you. Proposed Team Members Jay Lindgren Partner, Team Leader General Counsel, Public Law and Project Development Matters (612) 492-6875 lindgren.jay@dorsey.com Douglas Christensen Partner Labor and Employment (612) 340-8875 christensen.doug@dorsey.com Andrew Brown Partner Environmental (612) 340-5612 brown.andrew@dorsey.com

Lynnette Slater Crandall Partner Public Finance (612) 343-8288 crandall.lynnette@dorsey.com

James Grant Associate Development & Other Agreements (612) 492-6135 grant.james@dorsey.com

Daniel Hammer Associate Public Finance (612) 492-6137 hammer.daniel@dorsey.com

Robert Hensley Partner Development & Other Agreements (612) 340-2655 hensley.robert@dorsey.com

Jocelyn Knoll Partner Construction (612) 492-6622 knoll.jocelyn@dorsey.com

Roger Magnuson Partner Litigation & Arbitration (612) 340-2738 magnuson.roger@dorsey.com

Robert Olson Partner Real Estate (612) 492-6549 olson.robert@dorsey.com

Stacy Osmond Associate Real Estate (612) 492-6563 osmond.stacy@dorsey.com

Michael Pignato Partner Project Development & Finance (612) 340-5643 pignato.michael@dorsey.com

Rhona Schmidt Partner Use Agreements (612) 343-2185 schmidt.rhona@dorsey.com

Thomas Vander Molen Partner Tax (612) 340-2934 vander.molen.tom@dorsey.com

Lenore Aaseng Senior Paralegal Public Finance (612) 340-2869 aaseng.lenore@dorsey.com

Kimberly Haley Senior Paralegal Real Estate (612) 492-6542 haley.kimberly@dorsey.com

B. BUDGET INFORMATION

1. Fees In order to provide additional value to the Authority, our cost proposal includes three categories of work with distinct cost features. The three categories of work for which we propose separate alternative fee arrangements are: (1) discounted hourly rate work for specific identified legal tasks; (2) a flat monthly fee arrangement for project management and general counsel services (including unlimited access to Jay Lindgrens time); and (3) a flat monthly fee arrangement for additional public law services. Additionally, Dorsey would offer to provide valueadded pro bono services if awarded this engagement. The following are the details of the proposed arrangement. Discounted Hourly Rate Services Financial Terms. 15% discount to the standard hourly rates of the Dorsey attorneys working on the MSFA engagement with respect to specified legal tasks. (As requested, hourly rates are listed on Exhibit A, attached.) Such rates would not be subject to any increases in Dorsey hourly rates through the time of signing of primary agreements with the Vikings (or some other specified landmark date as agreed to between the MSFA and Dorsey) (the Landmark Date). Services. This category of services would include negotiating and drafting core agreements, and any related litigation, that occurs up to the Landmark Date. Project Management / General Counsel Services Financial Terms. Flat monthly retainer fee of $25,000. We expect this will result in a substantial discount to the hourly value of Dorsey attorney time spent on services. Services. The services provided would include Project Management by Jay Lindgren, who would provide an uncapped number of hours of access to the Authority. We would expect that a portion of Jays time would also be considered General Counsel services to the Authority. In the Project Management / General Counsel role, Jay 8

would coordinate all aspects of the Dorsey team activities (including those falling under the other cost term categories). He would provide accountability on quality, results and customer service. Jay would also be available to attend all internal and external Authority meetings relating to the project. Jay would then coordinate the Dorsey team efficiently and effectively, bringing other subject matters in at appropriate times for negotiations and drafting. He would draw on his extensive experience in public law to counsel the Authority on a broad scope of matters. Public Law Services Financial Terms. Flat monthly retainer fee of $12,500 through the Landmark Date. For continuing services following the Landmark Date, MSFA and Dorsey would negotiate a new rate in good faith based on current circumstances. Services. This category would include public law services, separate from those provided by Jay Lindgren as described above, to be provided by other team members such as Lynnette Slater Crandall. Such services would relate primarily to public finance advice, labor and employment, and other necessary legal services to assist MSFA administration (excluding litigation). We would anticipate further refining the scope of these additional services through discussions with the MSFA. Pro Bono Dorsey has a long history and proud tradition of providing pro bono legal services in the communities we serve. Community involvement is a core value of the Dorsey firm. Each year, our lawyers and paralegals provide tens of thousands of hours of sophisticated, specialized and high quality legal services to meet the legal needs of deserving individuals, nonprofits and governmental entities. In 1993, Dorsey took the Law Firm Pro Bono Challenge as a charter signatory, and we are proud to have met the Challenge for nineteen consecutive years. As part of our continued commitment to pro bono legal service, we are pleased to offer the Authority, as part of our engagement, up to 50 hours of pro bono legal services each year for special Authority projects outside of our proposed retainer for General Counsel Services set forth above.

2. Expenses A statement of our service charges is included below. Disbursements to outside vendors are charged at actual cost. We have negotiated preferred pricing arrangements with LEXIS, WESTLAW and certain other vendors which we pass on to our clients. In appropriate circumstances, we would be willing to use vendors designated by the MSFA.
STANDARD SERVICE CHARGES Dorsey & Whitney service charges which appear on monthly fee statements are based on the following rates: INTERNAL COPY/PRINT/SCAN Scanning/Color Scanning/Black/White Complex Scanning Copy/Print (Printing of Documents of 25 pages or more) Complex Copy Color Copy/Print CD/DVD Production (Master) CD/DVD Production (Duplicates)

BINDING FAX (outgoing only) POSTAGE (USPS Rates) OVERNIGHT DELIVERY DORSEY MESSENGERS

$0.65/page $0.10/page $0.15/page $0.12/page $0.20/page $0.65/page $20.00/each $10.00/each Special paper and services are provided at an additional cost $3.00/book $0.45/page For mail exceeding $2.00 Equal to vendors rates Immediate Downtown Area $8.00 Less than 1 mile $15

SECRETARY OF STATE FORMAL SERVICE OF DOCUMENTS

COMPUTERIZED LEGAL RESEARCH AFTER HOURS SECRETARIAL SUPPORT

$23 $28 $37 plus $1.50/mile over 20 miles Over 30 miles $2.00/mile $20.00 $7.00 Special services are provided at an additional charge Equal to vendors rates $54/hour

1-10 miles 11-15 miles 21 - 30 miles

C. ADDITIONAL PROPOSAL CONTENTS

1. Insurance Dorseys professional liability insurance carrier is MPC Insurance Ltd., with the front carrier being Lexington Insurance Company and excess policies written by many other insurers. The limits are $150 Million per Claim and $300 Million Aggregate with $1.5 Million Retention. This insurance policy is updated annually. Lexington Insurance Company has an A rating by A.M. Best. 2. Diversity We have established a number of initiatives to ensure that we maintain our dedication to diversity. Our diversity initiatives include an affirmative action plan that has been approved by the Minnesota Department of Human Rights. A brief summary of details about our diversity efforts follows: Diversity Program and Steering Committee Dorsey established a formal Diversity Program in 1990. A firm-wide Diversity Committee, involving partners, associates and staff, was created to examine and make recommendations about firm recruiting, professional development, community building and the promotion of a one firm culture and environment throughout Dorseys many offices. Responsibility for achieving the firms diversity goals has been assigned to the Diversity Steering Committee, with assistance from designated Diversity Office Partners in Dorseys many locations and practices. These individuals are dedicated to the mission of assuring that each employee has an equal opportunity to succeed and feels at home and part of the Firm community. Results Our efforts have been noticed. Dorsey has been recognized by third-party organizations for our strides in the diversity arena. Below is a sample of recent recognitions: Dorsey has repeatedly been named a Best Law Firm for Women by the National Association of Female Executives and Flex-Tim Lawyers, a division of Working Mother Media. In 2011, Dorsey received Gold Standard Certification from the Women In Law Empowerment Forum, the only initiative directed toward certifying, publicly recognizing and broadly publicizing eligible law firms that have integrated women into the highest leadership positions in the firm. 2011 was the sixth consecutive year that the Human Rights Campaign awarded Dorsey a 100% score on its Corporate Equality Index, which measures policies and practices implemented to promote workplace fairness and equality for GLBT employees. Dorsey was deemed one of the Top Ten Family-Friendly Law Firms in 2011 by Yale Law Women. 10

2011 was the third consecutive year Dorsey received the Alfred P. Sloan Award for Business Excellence in Workplace Flexibility.

More important than awards, is our ability to demonstrate our commitment through our own Firm results: Dorsey has a female Managing Partner, Marianne Short, who is one of only a small number of female heads of AmLaw 100 firms. During the last five years, 41% of the candidates elevated to partner were women, and, of those, more than a third had flexible work arrangements at one time or another during their career. During that same time period, 15.9% of the newly admitted partners were lawyers of color. Women make up 56% of all associates and 55% of the 5th, 6th and 7th year associates. From 2005 to 2011, the number of Dorsey's women partners increased by 50%. Women fill 155 leadership positions at the firm, including two female Office Heads, and six female Department Chairs. 3. Conflict of Interest Dorsey has conducted a conflicts check on potential conflicts of interests identified in the MSFAs Request for Qualifications/Proposals. We have currently identified no ethical conflicts to performing the legal work contemplated by the Request for Qualifications/Proposals. 4. Exceptions to the General Provisions Dorsey has no concerns with, or objections to, the MSFAs General Provisions; we do, however, have a contractual commitment to third parties that we wish to address. We would appreciate the opportunity to discuss slight revisions to Section 4.a., which deals with indemnification and insurance. Such revisions are intended to help ensure that we do not violate the terms of our obligations to our insurance carriers, which will result in the Authority benefiting from the full extent of possible coverage under our policies. 5. Supplemental Information We welcome the opportunity to provide you with contact information of clients for whom we have provided relevant services (including matters listed in this proposal). We are proud of our record of successfully working with clients on large projects of this nature, and would be happy to have them share their views on Dorseys work. 6. Minnesota Affirmative Action Data Page Dorsey maintains an affirmative action plan regarding diversity issues. Exhibit B is attached as requested. * * *

We would like to thank the Minnesota Sports Facilities Authority for this opportunity to provide more information about our qualifications. The following pages include biographies of proposed team members.

Submitted On Behalf Of: DORSEY & WHITNEY LLP BY: _________________________ Name: Jay R. Lindgren Title: Partner

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Biographies

Core Team

Jay R. Lindgren Partner Dorsey & Whitney LLP 50 South Sixth Street, Suite 1500 Minneapolis, MN 55402-1498 (612) 492-6875 : phone (952) 516-5636 : fax lindgren.jay@dorsey.com Experience Jay Lindgren is a nationally recognized legal expert in innovative finance and regulatory strategies for urban redevelopment and public infrastructure projects. He practices in the areas of Land Use and Project Development, Municipal Law and Public Finance. He is the Chair of the Infrastructure practice group and co-Chair of the Urban Redevelopment group. Jay represents project developers and governments seeking to solve complex land use, real estate development, urban redevelopment, and infrastructure issues. His representative legal skills include: Development Agreements Representation of clients before executive, legislative, regional, and municipal governments Public-private partnerships, including construction and operations agreements Municipal comprehensive planning, zoning and boundary adjustments Public finance, municipal budgeting and economic development programs (including TIF and tax abatement) Housing and Redevelopment Authorities Cooperative agreements between governmental units Municipal corporation governance, including public hearing and open meeting requirements and procedures Government contracting and public procurement, both competitive and negotiated Ethical practices requirements of public officials Legislative bill drafting

He began his legal career in the Public Finance practice group, serving as bond counsel, issuer's counsel and underwriter's counsel in state, municipal and industrial development bond financings. Metropolitan Council Former Chief Administrative Officer of the Metropolitan Council, the regional agency in charge of community development, land use planning, transit, open space and wastewater treatment for the sevencounty Twin Cities, Minnesota metropolitan area. As regional administrator, he oversaw a $530 million annual budget and 3,700 employees. Jay was the Council's general counsel prior to being named regional administrator. While at the Council, he worked on comprehensive land use planning programs throughout the Twin Cities region and was instrumental in the development of the region's first light rail line. North Dakota Legislature 10 years, serving as a member in both the House and the Senate. 12

Admissions Honors North Dakota Minnesota The United States District Court for Minnesota

Education

Fellow, American College of Real Estate Lawyers Named one of "America's Leading Business Lawyers" (Band 1) by Chambers USA (Real Estate: Zoning/Land Use) Selected by peers for Best Lawyers in America, (2006-2012) Named a Minnesota Super Lawyer, 2003

University of North Dakota School of Law J.D., 1994 With Distinction Concordia College B.A., Political science/history, 1984 cum laude Professional Activities Chair, The Urban Land Institute's Infrastructure Advisory Group (2011-2013) Co-chair of the Transportation and Infrastructure Initiative sponsored by ULI-Minnesota and the Regional Council of Mayors Member, National Conference of State Legislatures, Project on Public-Private Partnerships for Transportation Member, National Association of Bond Lawyers The Minnesota Bar Association The Hennepin County Bar Association The North Dakota Bar Association Lambda Alpha International (an honorary land economics society) Chair, Regional Parks Foundation of the Twin Cities Board Member, Tubman (Family Services)

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Lynnette Slater Crandall Partner Dorsey & Whitney LLP 50 South Sixth Street, Suite 1500 Minneapolis, MN 55402-1498 (612) 343-8288 : phone (612) 545-1201 : fax crandall.lynnette@dorsey.com Experience Partner in the Public Finance and Legislative practice groups; Chair of the Political Law subgroup. Public Finance practice includes acting as bond counsel, underwriter's counsel, issuer's counsel and borrower's counsel in traditional state and municipal financings, industrial development bond financings, health care financings, and economic development financings (including tax increment financing and property tax abatement and complex, mixed-use redevelopment projects); as well as drafting and advocating legislation relating to municipal finance. Financings range from tax-exempt, to taxable, to tax credit and other tax-favored obligations, including Build America Bonds and Recovery Zone Bonds. Political Law practice includes advising for-profit and not-for-profit corporations, trade associations, candidates and committees on state and federal campaign finance and election laws, lobbyist regulations, political action committee formation and compliance, ballot initiatives, pay-to-play restrictions, government ethics and gift ban laws, and related political law matters. Recent Representative Public Finance Transactions $341,775,000 Hennepin County, Minnesota, Sales Tax Revenue Bonds (Twins Ballpark Project), comprised of: $150,000,000 Hennepin County, Minnesota, First Lien Sales Tax Revenue Bonds $116,775,000 Hennepin County, Minnesota, Second Lien Sales Tax Revenue Bonds $75,000,000 Hennepin County, Minnesota, Third Lien Variable Rate Sales Tax Revenue Bonds $40,280,000 Port Authority of the City of Bloomington, Minnesota Recovery Zone Facility Revenue Bonds (Radisson Blu MOA, LLC Project) $600,000,000 General Obligation Certificates of Indebtedness (Line of Credit), State of Minnesota $600,000,000 State of Minnesota General Obligation State Bonds, comprised of: $192,275,000 General Obligation State Various Purpose Bonds $80,000,000 General Obligation State Trunk Highway Bonds $299,220,000 General Obligation State Various Purpose Refunding Bonds $28,505,000 General Obligation State Trunk Highway Refunding Bonds $245,000,000 Minnesota Housing Finance Agency Limited Obligation Note $100,000,000 Minnesota Housing Finance Agency Residential Housing Finance Bonds, comprised of: $25,090,000 Residential Housing Finance Bonds (non-AMT) $34,910,000 Residential Housing Finance Bonds (AMT) $40,000,000 Residential Housing Finance Bonds (AMT) $67,465,000 South Dakota Health and Educational Facilities Authority Variable Rate Demand Revenue Bonds (Regional Health) $60,000,000 Hennepin County, Minnesota, General Obligation Bonds $40,300,000 Metropolitan Council General Obligation Transit Bonds $18,935,000 Hennepin County, Minnesota, Lease Revenue Refunding Certificates of Participation,

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$15,180,000 City of Lamberton, Minnesota Solid Waste Facilities Revenue Bonds (Highwater Ethanol, LLC Project), Series 2008A $176,365,000 Housing and Redevelopment Authority of the City of Saint Paul, Minnesota Health Care Facility Revenue Bonds (HealthPartners Obligated Group Project) $72,755,000 South Dakota Health and Educational Facilities Authority Revenue Bonds (Sanford Health) $80,000,000 Metropolitan Council General Obligation Waste Water Revenue Note (Minnesota Public Facilities Authority Loan)

Admissions Honors Education University of Iowa B.A., Journalism & Mass Communications with Political Science emphasis, 1991 William Mitchell College of Law J.D., 2000 magna cum laude, William Mitchell Law Review Professional Activities Adjunct Professor, University of Minnesota Law School National Association of Bond Lawyers Founding Member, Minnesota Women in Public Finance Minnesota Institute of Public Finance National Association of Housing and Redevelopment Officials Economic Development Association of Minnesota Office of the State Auditor Tax Increment Finance Task Force Presenter at various industry conferences on economic development matters Minnesota Government Relations Council American Bar Association Minnesota & Hennepin County Bar Associations Minnesota Women Lawyers Named a "Rising Star" by Minnesota Super Lawyers Hubert H. Humphrey Public Policy Fellow Minnesota

Presentations Understanding and Managing Risks in Public Private Partnerships, March 2012 Corporate Influence? A Look at Elections after Citizens United v. FEC, March 2010

Attorney Articles SEC Promulgates New Amendments to Rule 15c2-12, June 8, 2010 DEED Announces Application Process for Transit Improvement Areas; Local Governments Can Leverage This Designation for Other Funding Sources, June 1, 2010 New IRS Forms, FAQs Intended to Clarify Matters May Raise More Questions for BABs Issuers, February 25, 2010 Minnesota Legislature Creates New Bonding Authority for OPEB Liabilities, May 20, 2008

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Robert G. Hensley Partner Dorsey & Whitney LLP 50 South Sixth Street, Suite 1500 Minneapolis, MN 55402-1498 (612) 340-2655 : phone (612) 677-3769 : fax hensley.robert@dorsey.com Experience Mr. Hensley is a business lawyer with over 25 years of experience. He represents primarily owners and project developers in connection with project development, construction projects, vendor contracts, joint ventures, and risk management. He is Co-chair of one the firm's largest business practice groups and represents companies throughout the United States. He is active in the firm's Construction and Design Practice Group and has been involved in the development, financing, and construction of numerous multi-million dollar construction projects. He is also a member of the Minnesota Construction Law Section. Representative Transactions The development and construction of numerous large-scale commercial and industrial facilities, including many with construction costs exceeding $300,000,000, including commercial buildings, industrial facilities, roadways, bridges, and renewable resource projects and facilities. Negotiating and documenting joint ventures, business alliances, development agreements, construction contracts, and procurement contracts; The acquisition of real estate, including identifying and solving environmental issues; The development and construction of renewable resource facilities and electric power generation facilities; and The drafting of marketing, transportation, and general vendor contracts.

Admissions Honors Education Baylor School of Law J.D., 1987 Baylor Order of Barristers Austin College Psychology and Business, 1984 Alpha Chi and Psy Chi Honors Named a Minnesota Super Lawyer, 2003 Named a "Rising Star" by Minnesota Super Lawyers, 1998, 2001 Listed in Who's Who in America Obtained "AV" rating (very high to preeminent) from Martindale-Hubbell Legal Directory Montana; Minnesota; and California

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Robert J. Olson Partner Dorsey & Whitney LLP Suite 1500 50 South Sixth Street Minneapolis, MN 55402-1498 (612) 492-6549 : phone (612) 340-2644 : fax olson.robert@dorsey.com

Experience Robert J. Olson is a partner in the Real Estate practice group and practices in all aspects of real property law focusing on transactions involving the acquisition, development, construction, financing, sale, leasing, and disposition of real estate. Mr. Olson also supports other practice groups in matters affecting real property, including mergers and acquisitions, project development and financing.

Representative Transactions Assists several clients of various compositions and sizes in the acquisition, leasing, improvement and disposition of real property in all 50 states, Canada, Europe and India. Acquisition, development, construction, expansion and financing of Tier III data centers. Construction, leasing and financing transactions on tribal land. Private/public partnership development and construction projects. Large-scale acquisition and disposition projects in connection with corporation transactions, including the acquisition of a portfolio of over 1,400 parcels of improved real property located in over 20 states. Acquisition and development of real property for purposes of constructing and operating biofuel production facilities. Acquisition and development of real property for purposes of constructing and operating soy bean production facilities. Headquarter acquisitions, developments, expansions, construction, leasing, dispositions and sale/lease-backs. Representing foreign entities in the acquisition of real property in the United States. Portfolio sale/lease-back transactions. Segregation and disposition of co-located domestic and international facilities in connection with corporate reorganizations. Adverse possession and boundary line disputes. Office tower acquisition, development, construction and leasing. Airport hangar acquisition and disposition. Acquisition and disposition of milling facilities. Primary leasing counsel for multiple clients having commercial office leasing portfolios covering millions of rentable square feet. Acquisition and disposition of automotive salvage facilities. Acquisition and disposition of food service-related facilities. Acquisition and disposition of agricultural land. Negotiation of design and construction contracts for the design and construction of commercial construction projects.

Admissions Minnesota

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Honors

Education

Ranked as a leading Real Estate lawyer by Chambers USA, 2011-2012 Named a "Rising Star" by Minnesota Super Lawyers, 2004, 2006, 2008

University of Minnesota Law School J.D., 1995 cum laude Dean's List, 1992-1995 University of Minnesota, Carlson School of Management B.S., 1991 Dean's List, 1989-1991 Professional Activities Member, American Bar Association, Minnesota Bar Association, and Hennepin County Bar Association Member, National Association of Industrial and Office Properties (NAIOP) Member, CoreNet Global

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Additional Team Members B. Andrew Brown Partner, Regulatory Affairs Department Head Dorsey & Whitney LLP 50 South Sixth Street, Suite 1500 Minneapolis, MN 55402-1498 (612) 340-5612 : phone (612) 340-8800 : fax brown.andrew@dorsey.com Experience Andy Brown practices in the area of energy and environmental law; he is the Energy co-Chair and Regulatory Affairs Chair. He represents clients in litigation, administrative actions, enforcement proceedings and complex negotiations relating to environmental review, major facility permitting, water quality, hazardous and solid waste, and soil and groundwater cleanup. In recent cases, he has represented a major utility in contested case proceedings relating to state approvals required for the continued operation of nuclear power plants. Mr. Brown is a Fellow in the American College of Environmental Lawyers. Before attending law school, Mr. Brown was Legislative Aide for energy policy to U.S. Senator Gary Hart. Over the past 10 years, Mr. Brown has served as a Director and as Board Chair (2008-2010) of the Minnesota Environmental Initiative, an organization that promotes partnerships involving government, business and environmental advocacy groups to address challenging environmental issues.

Douglas R. Christensen Partner, Labor and Employment Co-Department Head Dorsey & Whitney LLP 50 South Sixth Street, Suite 1500 Minneapolis, MN 55402-1498 (612) 340-8875 : phone (612) 486-9191 : fax christensen.doug@dorsey.com Experience Doug Christensen is a partner in and co-chair of Dorsey & Whitney's national Labor and Employment Law Practice Group, where his practice has been dedicated exclusively to counseling and advocacy for management on workplace issues since 1988. His experience is extensive and varied, and his practice encompasses all areas of labor and employment law for a diverse range of corporations public and private, large and small in a variety of industries, as well as a number of nonprofit organizations. He has served as trial and appellate counsel for his clients' most important labor and employment matters, and he has been the recipient of numerous professional honors, including being consistently recognized by Chambers USA and the Best Lawyers in America as one of Minnesota's leading labor and employment lawyers. He also serves as Dorsey & Whitney's Employment Counsel, in which role he provides advice and legal counsel to the Firm's Managing Partner, Policy Committee, Management Committee, and human resources personnel on a broad range of human resources and personnel matters. When litigation or other contested proceedings are unavoidable, Doug is deeply experienced in bringing those disputes to a successful conclusion efficiently, cost-effectively, and with minimal business disruption. He has successfully handled a wide range of labor and employment-related disputes, including collective and class actions, before federal and state trial and appellate courts, federal, state, and local administrative agencies, and arbitration forums.

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James Grant Associate Dorsey & Whitney LLP 50 South Sixth Street, Suite 1500 Minneapolis, MN 55402-1498 (612) 492-6135 : phone grant.james@dorsey.com Experience Jim Grant is an associate in the Corporate group. He practices in a wide range of commercial contractual matters.

Daniel Hammer Associate Dorsey & Whitney LLP 50 South Sixth Street, Suite 1500 Minneapolis, MN 55402-1498 (612) 492-6137: phone hammer.daniel@dorsey.com Experience Dan Hammer is an associate in the Public Finance group. He works with municipalities, development authorities, underwriters, and nonprofit corporations in connection with the issuance of municipal bonds. He also advises municipalities and development authorities on economic development matters, including tax increment financing and property tax abatement.

Jocelyn Knoll Partner Dorsey & Whitney LLP 50 South Sixth Street, Suite 1500 Minneapolis, MN 55402-1498 (612) 492-6622 : phone (952) 516-5613 : fax knoll.jocelyn@dorsey.com Experience Jocelyn Knoll is a Partner in the Construction industry group, co-Chair of the Construction and Design practice group and a member of the Energy and Insurance practice groups. She has extensive experience in construction and energy law, representing a broad range of clients across the construction, manufacturing, and energy industries. She is a skilled litigator and well versed in alternative dispute resolution including mediation and arbitration. Jocelyn has tried numerous cases to successful conclusion for her clients and her experience includes many high stakes and high profile matters. She led the defense team for a major engineering firm in the I35 bridge collapse case that resulted in a settlement payment representing a fraction of the plaintiffs' presuit demand. She is currently representing an EPC contractor in arbitration against the owner regarding a $2 billion, 700-megawatt supercritical coal fired electric generation plant. Jocelyn is a highly respected and sought-after speaker for CLE and other educational programs. She is the co-author of the Minnesota chapter of a multi-volume construction law treatise titled: A State-by-State 20

Analysis of Current Legal Issues Affecting Architects, Engineers, Contractors, and Owners (From a Contracting and Claims Perspective).

Roger J. Magnuson Partner Dorsey & Whitney LLP 50 South Sixth Street. Suite 1500 Minneapolis, MN 55402-1498 (612) 340-2738 : phone (612) 340-2807 : fax magnuson.roger@dorsey.com Experience Roger Magnuson is Head of the National Strategic Litigation Group and Partner in the Trial group. He represents clients throughout the United States and abroad in high-profile litigation spanning a wide variety of substantive areas, including class actions, regulatory/white-collar crime, antitrust, securities/shareholder cases, and First Amendment litigation, among others. Among his celebrated cases have been his representation of the Florida Senate in the Bush v. Gore election controversy in 2000, his much studied victory in the famous Mall of America case, his representation of the Minnesota Twins and Major League Baseball, and successful national litigation in federal and state court venues stretching from New York to California, from Miami to Anchorage.

Stacy Osmond Associate Dorsey & Whitney LLP 50 South Sixth Street, Suite 1500 Minneapolis, MN 55402-1498 (612) 492-6563 : phone (612) 340-2644 : fax osmond.stacy@dorsey.com Experience Stacy Osmond is an associate in the Real Estate practice group.

Michael Pignato Partner Dorsey & Whitney LLP 50 South Sixth Street, Suite 1500 Minneapolis, MN 55402-1498 (612) 340-5643 : phone (612) 340-2643 : fax pignato.michael@dorsey.com Experience Michael K. Pignato is a partner in Dorsey's Finance and Restructuring group and co-Chair of the Project Development & Finance group. Mike's practice is focused on project development and financing of energy, water and other infrastructure projects, as well as real estate, corporate and commercial finance transactions for other industries including agribusiness, Indian gaming, and cooperatives.

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Mike represents borrowers and lenders in connection with construction facilities, revolving and seasonal loan facilities, term loan facilities, syndicated and participating loans, leveraged leases, issuance of bonds and notes, acquisition financings, leveraged lending and asset-based financings. He has experience with respect to New Market Tax Credit financings, financing Indian gaming operations and development projects (start-up, working capital, expansions), cooperatives (electric, agribusiness, other), agribusiness and other industries.

Rhona E. Schmidt Partner Dorsey & Whitney LLP 50 South Sixth Street, Suite 1500 Minneapolis, MN 55402-1498 (612) 343-2185 : phone (612) 340-7800 : fax schmidt.rhona@dorsey.com Experience Rhona Schmidt is a Co-Chair of the Technology Commerce Group in the Corporate Department. Her practice focuses on intellectual property licensing and commercial contract matters, both domestic and international. She advises public, private and emerging companies in structuring, drafting and negotiating all forms of technology transactions, from the simple to the complex, including patent, copyright, trademark and trade secret licenses, e-commerce matters, confidentiality and non-compete agreements, research and development arrangements, manufacturing and supply agreements, distribution and sales representative agreements, and terms and conditions of purchase and sale. She also advises on the intellectual property aspects of merger and acquisition transactions. Rhona works with clients in a variety of industries, including Major League Baseball as well as the medical device, biotechnology, Internet, software (both distributable and software as a service), computer hardware, publishing, semiconductor, toy, pharmaceutical, construction and food industries.

Thomas D. Vander Molen Partner Dorsey & Whitney LLP 50 South Sixth Street, Suite 1500 Minneapolis, MN 55402-1498 (612) 340-2934 : phone (952) 516-5474 : fax vander.molen.tom@dorsey.com Experience Thomas D. Vander Molen is a partner in Dorsey's Tax and Public Finance groups. He provides tax advice with respect to state and local debt financing, including secondary market transactions and securitizations; advises governmental and tax-exempt organizations on tax and corporate matters; handles IRS tax audits and controversies; and works on a variety of other tax matters. He also serves as Vice President of the Dorsey & Whitney Trust Company LLC, and he served as Dorsey's General Counsel from 1993 to 2001. Prior to joining Dorsey, Mr. Vander Molen was Law Clerk to the Hon. Bailey Aldrich, United States Court of Appeals for the First Circuit.

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EXHIBIT A Hourly Rates

The hourly rates for core team members are set forth below. Name Jay Lindgren Team Leader (Jays time would be billed at a fixed fee, not hourly) Lenore Aaseng Andrew Brown Douglas Christensen Lynnette Slater Crandall Jim Grant Kimberly Haley Daniel Hammer Robert Hensley Jocelyn Knoll Roger Magnuson Robert Olson Stacy Osmond Michael Pignato Rhona Schmidt Thomas Vander Molen $530 $240 $555 $435 $435 $245 $250 $265 $505 $435 $760 $420 $235 $460 $415 $655 $451 $204 $472 $370 $370 $209 $213 $226 $430 $370 $647 $357 $200 $391 $353 $557 Standard Hourly Billing Rate Rate with 15% Discount

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EXHIBIT B State of Minnesota Affirmative Action Data Page

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EXHIBIT C Certificate of Compliance

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