The MSOE Kern Center is a premier athletics, health and fitness center located on an extremely tight site in downtown Milwaukee. The 210,000 sf five-level health, wellness, and fitness facility houses a 1,600-seat ice arena, fitness center, 1,200-seat basketball arena, field house, recreational running track and wrestling area. Construction of the MSOE Kern Center project presented many unique challenges for the project team members involved in its design and construction. The building’s extents meet the sidewalk at the north, east and west sides, and Grace Evangelical Lutheran Church on half of the south side. There was very little room for staging, storage, and actual construction of The Kern Center. Much coordination was needed on the part of all project team members and contractors on site to successfully orchestrate the steps necessary in constructing the building. Because of the site constraints, an extensive earth retention system was used around the perimeter of 75% of the building to allow for the construction of the foundation walls. The walls reached depths of nearly 35 feet below grade at Broadway at a distance of only ten feet away from the curb. As The Kern Center is immediately adjacent to the church, vibrations caused by the installation of the earth retention system as well as the mass excavation and construction of the deep foundations at the west half of the site were of great concern. To alleviate as much of the construction vibration as possible, and, so as not to damage the over 100-year-old church structure and stained glass windows, the project team had to devise a very unique approach to construction.