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FIU | Auk INTERNATIONAL UNIVERSITY FIU Contract # €00000397 TEN#34-008 THIS CONTRACT (the “Contract”) is made and entered into on (the “Effective Date”), by and between The Florida International University Board of Trustees (“EIU” or “School”) and adidas America, Inc., an Oregon Corporation, whose address is 5055 N. Greeley Avenue, Portland, OR, 97217, who is authorized to do business in the State of Florida (the “Contractor” or “adidas”, RECITALS WHEREAS, FIU and Contractor entered into that certain Team Agreement dated January 1, 2009, as extended and modified by that certain Extension to Team Agreement dated January 1, 2014 (collectively referred to herein as the “Previous Agreement”), for an exclusive license to use School's name and trademarks worldwide in connection with the development, promotion, marketing, advertising and sale of adidas Products; the Previous Agreement is due to expire on December 31, 201 WHEREAS, FIU requested solicitation responses for Competitive Solicitation ITN No.34-008 (“ITN #34-008") to provide the following goods and/or services: to outfit FIU's student athlete teams, department employees and support personnel during official University business or intercollegiate practices and athletic competitions (the “Services”); WHEREAS, the Contractor submitted a solicitation response for ITN #34-008 to perform the Services, which was accepted by FIU; WHEREAS, FIU and Contractor desire to (i) terminate the Previous Agreement in advance of its expiration, and (ii) enter into this new Contract pursuant to ITN #34-008, both in accordance with and subject to the terms hereunder. NOW, THEREFORE, in consideration of the mutual promises and agreements made herein and intending to be legally bound hereby, the parties hereto agree as follows: 1. ‘Termination, FIU and Contractor hereby agree to terminate the Previous Agreement and release each other from any and all obligations set forth therein, excluding those obligations which shall survive its termination as provided therein. 2. Term, This Contract commences on the Effective Date and will continue for an initial term of five (5) years (the “Initial Term”) and may be renewed in writing by the parties for ‘two (2) additional one (1) year term(s) (each one year term referred to as a “Renewal Term”). (The Initial Term and any Renewal Term(s) shall collectively be the “Term”). 3. Contraet. The Contractor will provide to FIU the Services pursuant to the terms and conditions described in the following: the Competitive Solicitation for ITN. #34-008 (including Addendum 1), attached hereto as Exhibit I and incorporated herein by reference; the Contractor's Solicitation Response, attached hereto as Exhibit I and incorporated herein by reference; and the Contractor's Best and Final Offer (“BAF”), attached hereto as Exhibit III and incorporated herein by reference. [IN34.008 ATHEETICs DEPARTMENT APPAREL AND EQUIPMENT Teele Revision Dave 42.2013, Rev. Ocrowsn |,2014 nous TU 8c See TTN#34-008 Additionally, in Contractor's Solicitation Response, Contractor included its form ‘Team Agreement’ as Attachment A thereto (including the document attached thereto as “Exhibit A”). Avrevised Team Agreement (and revised Exhibit A thereto) were then attached to the BAFO. Accordingly, the non-conflicting provisions of Contractor’s BAFO Team Agreement, as revised herein, are attached to this Contract as Appendix A (the “Team Agreement”) and he incorporated. In the event of conflict between or among terms and conditions contained in the foregoing documents with regards to the Services, unless otherwise indicated, such documents shall govern in the following order of precedence: first, this Contract (including Appendix A); second, Exhibit I (the Competitive Solicitation for ITN #34-008, including Addendum 1); third, Exhibit Il (the BAFO); and fourth, Exhibit II (the Contractor's Solicitation Response). In the event of a conflict between or among the terms and conditions contained in this Contract and the terms of the Appendix A, this Contract shall prevail. 4. Payment. FIU will spend a minimum of $300,000 on Products (as defined in Appendix A), to be priced at the rates outlined in Section 3 of Appendix A hereto. Contractor will provide FIU with Products in accordance with the provisions in Section 6 of Appendix A hereto, ‘The Contractor shall submit invoices for fees or other compensation for Services or expenses in detail sufficient for a proper pre-audit and post-audit. For all at-once orders, FIU will make payment within sixty (60) of the invoice date; for « booking order, FIU will make payment within ninety (90) days of the invoice date, in accordance with page 6 of the BAFO (“Preferred Method of Payment”). FIU shall also make payment in accordance with FIU Regulation FIU-2202, which states the Contractor’s rights as a vendor and FIU’s responsibilities concerning interest penalties and time limits for payment of invoices. Upon receipt, FIU has five (5) business days to inspect and approve the goods or services. If a payment is not timely issued upon receipt of a proper invoice and receipt and inspection and approval of the goods and services, FIU will pay to the Contractor, in addition to the amount of the invoice, an interest penalty at the rate established pursuant to Florida Statues §55.03(1), provided the interest penalty is in excess of one dollar ($1.00). A Vendor Ombudsman has been established within the Office of Business and Finance. The duties of this individual include acting as an advocate for vendors who may be experiencing problems in obtaining timely payment from FIU. The Vendor Ombudsman may be contacted at (305) 348-2101. ‘The Contractor shall cooperate with FIU and provide specific records and/or access to all of the Contractor's records related to the Contract for purposes of conducting an audit or investigation, FIU will provide Contractor with reasonable notice of the need for such records or access. 5. _Assignment/Modification of Contract. This Contract may not be assigned or modified by either party except as agreed to in writing and signed by both parties. The Contract shall be binding upon the patties’ successors and assigns. 2 IN4.008 Avitamcs Deere APPAREL AND EQUEMENT TeMPLAte Revision D Rev, Ocrowt 12014 422013 FLORIDA, INTERNATIONAL UNIVERSITY FIU Contract # €00000397 TIN#34-008 Sovereign Immunity. Nothing in this Contract shall be construed as an indemnification of the Contractor by FIU ot as a waiver of sovereign immunity beyond that provided in Florida Statutes §768.28. 7. Governing Law; Venue. This Contract is governed by the laws of the State of Florida and exclusive venue of any actions arising out of this Contract shall be in the courts in Miami-Dade County, Florida. 8 __ Relationship of the Parties. The Contractor is an independent contractor, and neither the Contractor nor the Contractor's employees, agents, or other representatives shall be considered FIU's employees or agents. The Contractor shall not use FIU’s name, trademarks, logos, or except as specified herein, The Contractor represents and warrants that it is not on the Convicted Vendor List (see Fla. Stat. § 287.133(2)(a)). Each party hereby assumes any and all risk of personal injury and property damage attributable to the willful or negligent acts or ‘omissions of that party and the officers, employees, and agents thereof. ‘The Contractor also assumes such tisk with respect to the willful or negligent acts or omissions of the Contractor's subcontractors or persons otherwise acting or engaged to act at the instance of the Contractor in furtherance of the Contractor fulfilling the Contraetor’s obligations under the Contract. 9. Compliance with Public Records Law. FIU is subject to applicable public records laws as provided by provisions of Florida Statutes Chapter 119, and FIU will respond to such public records request without any duty to give the Contractor prior notice. FIU may unilaterally cancel this Contract for Contractor’s refusal to allow public access to all public records that were made or received in conjunction with this Contract. This provision shall survive termination or expiration of the Contract. 10. Amnual Appropriations. FIU’s performance and obligation to pay under the Contract is subject to and contingent upon the availability of funds appropriated by the Florida Legislature or otherwise lawfully expendable for the purposes of such Contract for the current and future periods. FIU will give notice to the Contractor of the non-availability of funds when FIU has knowledge thereof. Upon receipt of such notice by Contractor, Contractor is entitled to payment only for those services performed and accepted by FIU prior to the date such notice is received. 11, Taxes. FIU is a tax immune sovereign and exempt from the payment of sales, use ‘or excise taxes, The Contractor shall pay all personal property taxes on leased equipment and all, taxes based upon net income, 12, avel Expenses. Contractor shall not charge FIU for any travel expenses, meals, and lodging unless otherwise provided in this Contract and FIU's prior written approval of the expenses has been obtained. Under such circumstances, Contractor is authorized to incur the agreed to travel expenses which will be payable by FIU, but only to the extent permitted in Flotida Statutes § 112.061 and the FIU Policy 1110.060 Travel: University Travel Expense TN408 rsLETcs DEPARTMENT APPAREL AND EQUIPMENT Toners Revision Dae: 422013, Rev, Ocrosen 2014, roan FIU [Skee Seay TTN#34-008 Policy, which is available at _—_, Contractor is responsible for any expenses in excess of these prescribed amounts. 13, Force Majeure. No default, delay or failure to perform on the part of the either party shall be considered a default, delay or failure to perform otherwise chargeable, hereunder, if such default, delay or failure to perform is due to causes beyond either party's reasonable control including, but not limited to, strikes, lockouts or inactions of governmental authorities; epidemics; acts of terrorism; war; embargoes; fire; earthquakes; hurricanes; acts of God; or default of common carrier. In the event of such default, delay or failure to perform, any date or times by which either party is otherwise scheduled to perform shall be extended automatically for a period of time equal in duration to the time lost by reason of the excused default, delay or failure to perform. 14. Indemnification. The Contractor is responsible for its performance under the Contract. The Contractor will indemnify and hold harmless, assume liability for and defend, the State of Florida, the Florida Board of Governors, FIU and their officers, employees, and agents, from and against any and all actions, claims, liabilities, assertions of liability, losses, costs and expenses, which may arise in any manner or are alleged to have arisen, from the acts, omissions or wrongful conduct of Contractor or Contractor’s officers, employees, agents, guests, patrons, licenses, invitees or subcontractors in connection with or related to their operations, activities, and/or occupancy or use of the FIU premises in performance of the Contract. This provision shall survive termination ot expiration of the Contract. 15. Trademark or Copyright Infringement. Contractor will, at its expense, defend any suit brought against FIU and will indemnify FIU against an award of damages and costs ‘made against FIU by settlement or final judgment of a court that is based on a claim that the use of the Contractor’s product inftinges a trademark or copyright ofa third party; provided that FIU notifies Contractor in writing of the suit or any claim of infringement within thirty (30) days after receiving notice thereof, and further provided that Contractor is permitted to control the defense in any litigation or settlement of the suit. FIU will provide reasonable cooperation in the defense of the suit at Contractor's expense. Such defense and indemnity shall survive termination or expiration of the Contract. 16. Confidentiality of Information. The Contractor acknowledges and agrees that (a) all documents, studies, materials and information furnished to the Contractor by FIU or FIU"s affiliates in connection with this Contract and (b) all reports, studies, plans, deliverables, strategies, materials and other documents and information developed or prepared for FIU in connection with this Contract or which reflect any of the documents, studies, materials or information furnished to the Contractor by FIU (the materials described in (a) and (b) are collectively referred to as the "Information") are and shall remain at all times confidential, proprietary, and the sole property of FIU. The Contractor agrees that it shall not use the Information and will not share the Information with its employees, except as necessary to the Contractor's performance under this Contract, and the Contractor shall at all times comply with all state and federal laws governing the use and/or safe-keeping of confidential and/or personally 4 TEN34-008 Arinerics DePAkTMENT APPAREL AND EQUEMENT ‘TeuntaTe Revision Dave: 4.22013 Rey. Ocvoate 12014 FUL eae Say IU Contract # C00000307 TEN#S4-008 identifiable information. The Contractor shall not disclose Information to third parties unless it obtains FIU’s written consent to such disclosure, Tn the event the Contractor required by subpoena or other judicial or administrative process or by law to disclose such records, the Contractor shall (i) provide FIU with prompt notice thereof; (ii) consult with FIU on the advisabil steps to resist or narrow such disclosure; (ii) furnish only that portion of the information that is responsive to the request; (iv) comply with the requirements of all state and federal privacy laws applicable to the Information, which may include but is not be limited, to Florida Public Records laws, FERPA, the Gramm- Leach Bliley Act, the Federal Trade Commission's Red Flags Rule (which implements Section 114 of the Fair and Accurate Credit Transactions Act of 2003); and (v) reasonably cooperate with FIU in any attempt that FIU may make to obtain an order or other reliable assurance that confidential treatment will be accorded the records. Upon termination of this Contract or upon request by FIU, the Contractor shall promptly return the Information to FIU. Notwithstanding the foregoing, if FIU will share or provide access to protected health information or “PHI” to FIU for the Contractor to perform this Contract, FIU and the Contractor will enter into a separate business associate agreement which will govern the confidentiality and non-use obligations of the Contract regarding the PHI (in lieu of this provision). This provision shall survive the termination or expiration of this Contract. 17. Lobbying. Contractor is prohibited from using funds provided under this Contract for the purpose of lobbying the Legislature or any official, officer, commission, board, authority, council, committee, or department of the executive branch or the judicial branch of state government, 18. Termination for Cause. Either party may terminate this Contract for cause by giving the other party thirty (30) calendar-days written notice setting forth with specificity the basis for the termination of the Contract for cause. For purposes of this Contract, “cause” shall mean the failure by either party to: (i) provide the goods or perform within the time specified in this Contract; or (ii) adhere to any material terms of this Contract, 19, Termination without Cause. FIU may terminate this Contract by giving Contractor at least ninety (90) days prior written notice of termination, FIU shall only be liable for payment of goods received and/or Services rendered and accepted by FIU prior to the effective date of termination. 20. Notice. Any notices required under this Contract shall be sent via U.S. Mail, return receipt requested, to the parties at the following addresses: Notices to Contractor: Notices to FIU: adidas America or Purchasing Director 638 Mosswood-bhane S065 7h FIU- Purchasing Services Department Spartanburg SC-29301 ‘Campus Support Complex, CSC 411 ' 5 Port lawl, oa. aaa TTR. 008 Aries Dea RTM APPAREL AND EQUIMENT ‘DowrtaTe Revision Dare: 42.2013 Rev, OcrowER 1.2014 FLORIDA PIU Miko UNIVERSITY IU Contract # 00000397 TENAS4-008 Attn: Nelson Weleh— 11200 S.W. 8" Street General cowasel_ Miami, Florida 33199 With copy to: Florida Intemational University Office of the General Counsel Modesto A. Maidique Campus 11200 S.W. 8" Street, PC SLL Miami, Florida 33199 21. No counterparts; facsimile signatures allowed. This Contract may not be executed in counterparts. The Contract, along with any and all Exhibits, may be executed and delivered by facsimile signature by any of the parties to the other parties; to the extent le under Florida law, a facsimiles signature shall Rave the same legal force and effect as aan original signature and the receiving party may rely on the receipt of such document so executed and delivered by facsimile signature as if the original had been received. 22. Compliance with Laws. In the performance of this Agreement, Contractor shall, at its own expense, at all times during the Term, comply with all applicable federal, state, and local laws, rules, regulations, and ordinances and all other governmental requirements. Contractor acknowledges and agrees that Contractor has and will at all times during the Term ‘maintain all applicable governmental permits, licenses, consents, and approvals necessary to perform its obligations under this Agreement. Additionally, Contractor shall at all times comply with any and all applicable state and federal laws governing the use and/or safe-keeping of confidential and/or personally identifiable information (as the term may be defined by state or federal law), including but not limited to FERPA, the Gramm-Leach Bliley Act, the Federal ‘Trade Commission's Red Flags Rule (which implements Section 114 of the Fair and Accurate Credit Transactions Act of 2003). 23, Clarifications/negotiated points (if any) are: a, Retuns/Exchanges, Page 11 of the BAFO, under “Returns/Exchange Procedure,” Contractor wrote that FIU should “contact your Adidas Team Sales Representative for a copy of the Returns/Exchange Procedures.” Such Retums/Exchange Procedures were included in the BAFO as part of the “Fall 2015 Team Catalog Terms and Conditions” (the “Catalog Terms and Conditions”) attached at the back of the BAFO. Accordingly, the Retums/Exchange Procedures is copied below and herein incorporated as modified. ‘The parties, agree that the remainder of the Catalog Terms and Conditions is not incorporated into this Contract. i, GENERAL RETURNS POLICY. All retums must be pre- approved by SLD’s Returns Department. Requests for approval of returns 6 FIN34.008 ATuetics DEPARTMENT APPAREL AND EQUIPMENT TewPLATEREvison Dare: 42.2013 Rev. Ocroat | 2014 FIUS: TU ki UNIVERSITY FIU Contract # €00000397 TENAS4-008 ‘must be received in writing by the Returns Department within thirty (30) days of the applicable invoice date. Customer accommodations and refused shipments may be subject to a fifteen percent (15%) restocking fee. Additional charges will be assessed for footwear that requires reboxing or apparel that requires rebagging or untagging prior to its return to SLD’s stock. SLD also reserves the right to charge for removal of value added services (like labeling, ticketing, and special packaging) on returned product. All returns must be accompanied by a Return Authorization Form, available from the Returns Department, and comply with all i provided by the Returns Department. The Return Authorization Number ‘must be clearly marked on the out side of the shipping carton and/or on the face of the shipping documents. Any returns not bearing the Retum Authorization. Number or not accompanied by a Return Authorization Form will be shipped back to Customer at Customer's Expense. Alll returns must be shipped prepaid at Customer's expense, In addition, Customer will be responsible for any handling charges incurred by SLD as a result ofa return Notwithstanding the above, the provisions listed above shall only apply to shipments that were properly shipped to School. "THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK. ITN24-008 Arties Deranritvt APPAREL AND EQUIP ‘Tevetare Revsow Dave: 422013, Rev OcrowER | 2014, ons FIU iio. Soe? TSUStOOE IN WITNESS WHEREOF, the parties have affixed their signatures, effective on the date first written above. For THE CONTRACTOR: f= By: ste Dew TDA ng ‘NAME & THLE: Foproved as to Torm by adidas Legal Dept DATE: “alt For FIU: THE FLORIDA INTERNATIONAL — UNgveiRstty Date: Approved as to form and legality Assistant General Counsel DATE: 12-18-14 1TN.008 Aratarics DenaTMEN APPAREL AND EQUIPMENT ‘TeuaTe Revision Dark: 422013 Rev. Ocrow | 2014 FIU eee Sea TTN#34-008 Appendix A: Team Agreement L INTENTIONALLY LEFT BLANK. 2. License. School hereby grants to adidas the limited right and license during the Term to use School's name and trademarks worldwide in direct connection with the development, promotion, marketing, advertising and sale of adidas Products. adidas Products are defined as apparel and/or footwear products related to the following sport(s): Men: Baseball, Basketball, Cross Country, Football, Indoor Track, Outdoor Track, and Soccer. Women: Basketball, Cross Country, Golf, Tennis, Soccer, Softball, Sand Volleyball, Swimming & Diving, Indoor Track, Outdoor Track, and Volleyball (“Sports”). In addition to the Sports above, these support areas shall be outfitted: Sports Medicine, Support Staff, Strength & Conditioning, Facilities & Operations, Administration, Event Management, and Development and included in the definition of Sports. This license, shall be exclusive as to adidas Products. The license includes the right to use School’s name, nickname, initials, photograph, likeness, image or facsimile image, video or film portrayals and any other reasonable and appropriate means of expressing School's use of adidas Products “in connection with, but not limited to, television and radio advertisements, print advertisements, advertisements on any public or private on-line service or the’ Internet, catalogs, posters, billboards, building murals, video or audio promotional productions, promotional or marketing appearances, and hang tags and other -store displays. However, adidas use of School’s name, logos and marks shall be in accordance with and subject to School's policies related thereto and adidas agrees that it shall not alter, modify or deface said marks in any way and shall not use them in any ‘manner which, in the School’s reasonable opinion, may be detrimental to the School. School retains all rights in and to such marks. ‘This license shall expire upon the expiration or termination of the Agreement. 2.1, Softball hardgoods (bats & gloves), in amounts and types similar to those included in point 6.3.6. below (baseball team equipment), will be included in an amount to be agreed upon when adidas introduced these hardgoods. adidas Products. 3.1, adidas Team Footwear Products. During the Term of the Contract, School agrees to purchase adidas footwear Products direct from adidas for team and. staff use in accordance with the adidas team sports direct sales program, under which adidas agrees to provide School with 45% off retail pricing. 3.1.1. Footwear products covered by the Contract are defined as: competi training, running, and travel. m, 3.2. adidas Team Apparel, Accessory, and Equipment Products. During the Term of the Contract, School agrees to purchase adidas apparel, accessory, and equipment Products direct from adidas for team and staff use in accordance with the adidas Team Sports Direct Sales Program, under which adidas agrees to provide School with 50% off retail pricing and Baseball/Softball Hardgoods will be 37.5% off retail pricing. 9 TENM-008 ATueics DavarrMeNt APPAREL AND EQUIPMENT “Towra Revision Date: 4.22013 Rev. Ocrouea I, 2014 oa FIU8ee" ie FIU Contract # €00000397 TTN#34-008 3.2.1. Apparel, Accessory, and Equipment Products covered by this Team Agreement are defined as: competition uniforms, practice uniforms, workout/training, travel, camp t-shirts, school issue coaches apparel, travel bags, headwear, timing, eyewear, socks, wristbands, and batting/receiver gloves, 3.3, In the event that School requires certain items of equipment or attire which adidas does not manufacture or license, or if adidas is unable to provide an adidas Product that a Team member can reasonably (and in good faith) wear (e.g., a8 a result of unusual size needs, disability accommodations or medical injuries), then such unavailable items shall not be included in the definition of “Products” and are not subject to the terms of the Contract 3.4, adidas shall not be liable to School for any injury or damage suffered by School from wearing or using adidas Products, except such injury or damage resulting from the gross negligence or willful misconduct of adidas. School to Use adidas Produets. During the Term, each Sport (including coaches, staff and players) shall exclusively use or wear adidas Products whenever School’s athletic teams are playing one of the Sports (including games and practice sessions), being filmed by motion picture ot video tape, posing for photographs, conducting or participating i camps or clinics or is otherwise engaged in athletic activities where such attire is appropriate. School further agrees that it will prohibit players or coaches or staff from “spatting” or altering the adidas logo in anyway. Exceptions to this provision require written approval by adidas. Failure to gain prior approval constitutes a material breach of the Contract. Right of Suspension or Reduction. If one or more of School’s teams has intentionally and materially breached Section 4 of this Team Agreement which causes irreparable harm to adidas, adidas may suspend or reduce payments of incentive compensation and/or reduce the dollar amount of merchandise available to School under Section 6.3 according to the following schedule: For the first offense, there will be a warning by adidas. The second offense will incur a 15% reduction in the amount of Promotional Merchandise; the third offense will incur a 50% reduction in the amount of Promotional Merchandise; and the fourth offense will incur a 100% reduction in the amount of Promotional Merchandise or termination of the Contract, at adidas’ sole discretion. Any reductions in the amount of Promotional Merchandise will be deducted in the following School Year unless the breach occurs in the final year of the Contract in which case the deduction will occur in the current Schoo! Year or in the first renewal year. The decision to apply the deduction in the current School Year or the first renewal year rests entirely with adidas. “School Year” is defined below. adidas Products for School’s Use. 6.1. adidas will provide School with merchandise listed in paragraph 6.3 below, during each School Year of the Contract, contingent upon School achieving and maintaining minimum annual purchase volumes of $300,000 wholesale Failure to comply with minimum purchase requirements will result in School being liable for providing adidas with cash compensation equivalent to the 10 1TN34.008 Armes Deranraanr APPAREL AND EQUIPMENT ‘TeuecaTe Revision Dare: 4.22013 Rev Ocrowen 1 2014 FLORIDA, INTERNATIONAL UNIVERSITY 62. IU Contract # 00000397 TIN#S4-008 sales shortfall. For the avoidance of doubt, School may continue to purchase items from adidas at wholesale pricing but adidas is under no obligation to provide Promotional Merchandise (as detailed below) after the termination or expiration of the Contract. Promotional Merchandise Requirements: 6.2.1. School year defined as July 1 through June 30. Should the Contract expire or be earlier terminated, the Parties agree that the School shall have the right to use the merchandise and Products through the completion of that School Year. 6.2.2. Unused promotional merchandise amounts, as of 5:00 PM EST May 30 each year of the Contract, are forfeited by school. As a result, promotional merchandise cannot be carried from one School Year to the next, 6.2.3, Promotional merchandise orders are restricted to catalogs provided by adidas Team Sports + Retention Bonus: $10,000 of product at retail value will be awarded to the School each year for the Football. program using the adidas Footballs (inflatables) for Game/Practice. A total of $50,000 of product at retail value can be awarded during the life of this Team Agreement. 6.3.1. Athletic Department Product Assortment. Annually, Athletic Department will receive a product allotment at retail value: ‘Year Product @ Retail Value 2015/16 $260,000 2016/17 $260,000 2017/18 $260,000 2018/19 $285,000 2019/2020 | $310,000 63.2 Sideline Product Assortment Annually: (288) Warm-Up Tops (288) Warm-Up Pants (288) Polo’s [@288)Polors_ (288) Sideline Shorts - (288) % Zips I 63.3 Athletic Director- $10,000 @ retail product value each year. 6.3.4 Athletic Department Fund Raising- $15,000 @ retail product value each year. Orders must be submitted a month prior to scheduled event. i 1TN34.008autitcs DeraRTMer APPAREL AND Euler ‘Tosmiare REVISION DATE: 422013, Rv, Ocrosek 12014 FIU) FLORIDA, INTERNATIONAL UNIVERSITY FIU Contract # C00000307 TEN#S4-008 6.3.5 adidas Football Suite- $40,000 @ retail product value each year. In exchange, FIU Athletics will provide adidas a Football Suite each year of the Contract, 6.3.6 Baseball will receive each year of the Contract: “Baseball Team Equipmen Up to 42 BBCOR Certified, non-wood bats, replaced as necessary due to wear and tear (subject to the current NCAA Regulations) Up to 48 Wood (NWA) Bats 6 aluminum fungo bats Up to 36 Fielder’s Gloves including Catcher's Glove Up to 40 Individual Wheeled Locker Equipment Bags Up to 40 Individual Medium Duffle Bags 6 Coach’s Briefcases 5 Wheeled Catcher Bags (2 to be used for equipment) Up to 96 pairs of Batting Gloves, replaced as necessary due to wear and tear. Up to 96 pairs of Wristbands Up to 25 Batting Helmets Up to 6 sets of catching gear Head Coaches Allotment/Banguet «Each year of contract Head Baseball Coach will receive $4,000 @ retail value in free product. Baseball Program: ‘© Each year of contract the baseball program will receive $34,000 @ retail value in free product. On Field Headwear: ‘© Each year Baseball program will receive 432 free baseball fitted hats to be used in practice and games.” 12 11N34.008 Aruvencs DeraRTMER AreansL AND EQUIMENT Ter Ate REVISION DATE: 422013 Rv, Octo 1.2014 FIU | Ae INTERNATIONAL UNIVERSITY IU Contract # 00000397 TENAS4-008 Promotional Merchandise Allotment Annual: *Retail Value. Promotional Products cannot be applied to custom products (ie. custom uniforms, custom headwear, custom tees) or any Agron products. Also, promotional items cannot offset existing invoices. On Court Incentives. adidas shall provide School the following bonus amounts in any ‘School Year if School achieves any of the following goals during such School Year. Football FIU will receive $2,500 in product at retail value for Head Coach being named Conference Coach of the Year = Program will receive $20,000 in product at retail value for Bowl Appearance = NCAA National Champion: $50,000 in product at retail value Men and Women’s Basketball ‘© FIU will receive $2,500 in product at retail value for Head Coach being named Conference Coach of the Year Winning Conference Tournament: $5,000 in product at retail value NCAA Appearance: $10,000 in product at retail value NCAA Sweet 16 Appearance: $25,000 in product at retail value NCAA National Champions: $50,000 in product at retail value Baseball © Program will receive $2,500 in product at retail value for Head Coach being named Conference Coach of the Year + NCAA Appearance: $5,000 in product at retail value * NCAA National Champions: $25,000 in product at retail value Softball ‘© Program will receive $2,500 in product at retail value for participating in the NCAA ‘Tournament, * Head Coach will receive $1,000 in product at retail value for being named Conference Coach of the Year. Olympic Sports ‘© Program will receive $1,500 in product at retail value for NCAA Post-Season Play. ‘© Head Coach will receive $1,000 in product at retail value for being named Conference Coach of the Year. 7, INTENTIONALLY LEFT BLANK. 8. Right of First Refusal and Right of First Dealing. 8.1. To the extent not prohibited by Florida law and/or School's purchasing policies, beginning sixty (60) days before the end of the Contract Term, School shall meet with adidas to negotiate in good faith the renewal of the 13 1TTN34-008 Arucercs DEPAKIMEN APPAREL AND EQUIPMENT ‘Tey ate Revision Date:422013, Rv. OcTORER |,2014 FIU! 10. 8.2. 8.3. 8.4. FLORIDA INTERNATIONAL UNIVERSITY FIU Contract # €00000397 TENAS4-008 Contract (“First Dealing Period”). Said First Dealing Period shall extend to the expiration of this Agreement. The parties shall not be obligated to enter into an agreement if they cannot settle on mutually satisfactory terms during the First Dealing Period. School shall not (nor shall School permit School’s agents, affiliates, attorneys, accountants, representatives or employees to) engage in discussions or negotiations with any third party regarding School's wearing, sponsoring, promoting, advertising or endorsing, ot providing consulting or similar services with respect to, any Products at any time during the Term. To the extent not prohibited by Florida law and/or School's purchasing policies, following the termination of the Contract, School shall not (nor shall School’ permit School’s agents, affiliates,’ attorneys, accountants, representatives or employees to) enter into an endorsement or similar agreement with a Third Party without first giving adidas an opportunity to enter an agreement with Schoo! for such rights on the Third Party terms and conditions -measured solely in terms which are material, measurable and matchable (“Third Party Terms”). School shall notify adidas in writing* of the Third Party Terms School receives for said endorsement or any. similar agreement. Adidas shall have thirty (30) days from its receipt of such advice to match such Third Party Terms. If adidas matches said Third Party Terms then School must enter into said agreement with adidas. adidas acknowledges that Section 10.1 and 10.2 of this Team Agreement are prohibited under the current Florida law and School policy, and that these provisions are unenforceable against School unless there is a change in the Jaw and School policy expressly permitting such actions. If it is determined that a School policy was drafted during the term of the Contract specifically for the purpose of attempting to avoid adidas’ rights of first dealing and refusal of the Contract, that policy shall be of no force and effect and shall in no way limit adidas' rights of first dealing and refusal *Evidence of such an offer must be on Third Party letterhead and a copy thereof supplied to adidas. 9, INTENTIONALLY LEFT BLANK. ‘Warranties. 10.1. 10.2. Each party represents that: During the Term, School agrees to not sell an adidas Products purchased pursuant to the Contract, except Schoo! may sell such adidas Products to: (1) affiliates of the School, including on-campus retail outlets that provide services or sales to the School's teams, athlet facilities, faculty, students, and visitors and (2) vendors of the School that provide services to the School’s teams or athletic facilities but only to the extent related to the service. Schoo! warrants and represents that: School is not a party to any agreement, contract or understanding, whether oral or writen, that would prevent, limit or hinder the performance of any of theit obligations under the Contract. 14 FIN34.008 Arutarics DEPARTMENT APPAREL AND EQUIPMENT Tepe Revisios Dave: 422013, Rev. Ocroven | 2014 nou TU ice Bara? IU Contract # €00000397 10.3, TTN#34-008 adidas warrants and represents that: In addition to adidas’s standard warranty relating to the Products, Vendor warrants that the adidas to be delivered pursuant to the Contract (i) shall conform to all specifications or other descriptions furnished to and approved by the Parties, (ii) comply with all applicable international, federal, state and local laws, rules and regulations (including, without limitation, those concerning’ health, safety, and environmental standards) which bear upon adidas’s performance, (ii) shall be new and not refurbished or reconditioned, unless expressly agreed in writing by School, and (iv) are not restricted in any way by any patents, copyrights, mask work, trademark, trade secrets, or intellectual property, proprietary or contractual right of any third party. The terms of this section shall not be waived by reason of acceptance or payment of the Products by FIU. 11. INTENTIONALLY LEFT BLANK. 12, INTENTIONALLY LEFT BLANK. 13. INTENTIONALL LEFT BLANK, 15 T3408 Araerics DEPARTMENT APPAREL AND EQUIPMENT ‘TnacaTe REVISION DATE:422013, Rev, OCrORER | 2014 nos FIU| 88" Se rio Exhibit A (to the Team Agreement) In exchange for the terms and conditions listed in the TEAM AGREEMENT, School will provide adidas with the following during each year of the Contract: In all media and methods of communication listed below, School agrees that adidas shall be the exclusive athletic footwear, apparel, and accessory brand permitted to advertise its products. Athletic Collateral Materials adidas logo placement in all sports related media guides and game day programs adidas logo placement on all collateral materials used to promote the EIU Football, Men and Women’s Basketball, Baseball, Soccer, Softball and Volleyball; including, but not limited to schedules, posters, camp brochures and coaches elinies + The option to include a flyer/brochure, provided by adidas and approved by School, such approval not to be unreasonably withheld, into the Football season ticket holder mailings free of charge. Stadium Signag. Basketball: Backlit Sign ™ Baseball: Corporate Banner on Scoreboard or Outfield Wall Football Stadium/Football Facility: (© Goalpost Donuts © Endzone Signage: (2) locations TBD © Stadium: adidas signage on exterior of FIU Stadium. FIU to pick up costs of sign. + All such signage shall be provided in accordance with FIU’s policies and procedures and its standard signage offerings, and in a location and size as determined by FIU in its sole yet reasonable discretion. Athletic Website * adidas link on http:/fiusports.cony listing adidas as “Official Corporate Sponsor’ Public Address Announcements (2) PA Announcements during each athletic home games listing adidas as the official supplier/outfitter of FIU Athletics = (2) Video Board Announcements during each athletic home game listing adidas as the official supplier/outfitter of FIU Athletics = Allow adidas to include (2) inserts for Football per year. adidas to provide copy and content and to be approved by School, such approval not to be unreasonably withheld, adidas to pay for cost of flyer. + Provide adidas with an FIU Athletics email list for Football, for up to (2) email blasts per year. adidas to provide copy and content, and to be approved by School, such approval not to be unreasonably withheld. 16 TIN34.008 Ariamics Derarmm ArPane: ano Ege Rev. Ocrosen 1, 2014 {stow Dae: 822013, FIU a INTERNATIONAL UNIVERSITY FIU Contract # 00000397 TEN#S4-008 Appearances — Football & Men/Women’s Basketball ™ Schedule Permitting: Head Coach will make (1) adidas-sponsored appearances per year. Written notice will be provided to Head Coach at least (30) days in advance, at days and times to be mutually agreed upon by the parties. = Online Appearance. Head Coach will make (1) adidas-sponsored online appearance pet year. Written notice will be provided to Head Coach at least (14) days in advance, at ‘days and times to be mutually agreed upon by the parties. Season Tickets Sideline Passes: Up to (2) sideline passes for each football homefaway game — upon request = Football — Offered Up to (8) Season Tickets — free of charge = Football — Post Season — Offered up to (4) Post Season Game Tickets ~ fice of charge * NCAA Basketball Tournament: Offered up to (4) game tickets — upon request = Men & Women’s Basketball — Offered up to (4) NCAAVNIT post game tickets ~ free of charge = Baseball — adidas will be offered up to (4) NCAA tournament and/or CWS game tickets ~ free of charge. 7 sy4ooe Aries Denaro Arps aN EquMMent ‘Tom.are Revision Dare:42203 Rev. Ocroven 1 2014

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