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UA soe Ft Game Conte. 04.0418 ‘THE UNIVERSITY OF TEXAS AT SAN ANTONIO AND. ‘TEXAS SOUTHERN UNIVERSITY FOOTBALL GAME AGREEMENT This Football Game Agreement is entered into as of Apri 8, 2019 (he “Effective Date’) by ‘and between THE UNIVERSITY OF TEXAS AT SAN ANTONIO, (UTSA’) and TEXAS ‘SOUTHERN UNIVERSITY, ("Texas Southern’). For and in consideration of the mutual promises ‘and covenants set forth herein the pares agree as follows: 1. DATES OF COMPETITION ‘This Agreement starts onthe Effective Date and wll remain in effect until February 28, 2028 unless torminaied sarler. UTSA and Texas Southern will have their respective mets. intercollegiate football tears meet on the following date(s) af the Ste indicated and compete agalnst each other ina gare of football (the “Game(s)", Date, ‘ste Sepiember 24, 2022 ‘Alamodome Stadium 400 Montana Street ‘San Antonio, Texas 76203 LUTSA wil be designated as the "Host Institution” and Texas Souther will be designated as the ‘Visiting Institution" The Host insttuion wil esiatlish the staring tie forthe Game). 2. GOVERNING RULES 24 Game Rules. The Game(s) will be played in accordance with end governed by the applicable byiaws and rules of the National Collate Athetic Association ("NCAA") 2s ln ‘affect atthe time of the Game(s) 28 wel as the rules and regulations of the Inieccolegiale ‘Aibitic Conference or football bow! subdivision, any, to which eech institution belongs. 22 Player Eligibility. The elgbily ofall players who are to participate in the Game) wil b= determined by the rules and regulations of the NCAA, the team membors institution and the Intercolegiate Athletic Conference or Footbal Bowl Sublvsion in which each Institution ieemember 3, REPRESENTATION & WARRANTY ‘Toxae Southern hereby represents ond warrenta thet Toxae Gouthem vl average a minima of ninety (80) percent of the permissible maximurn number of grants-h-aid per year in football during the 2018-2020 & 2020-2021 academic years. Texas Southern agrees to immediately notty UTSA In the event Texas Southern does not average ninety (80) percent ofthe permissible maximum rhurber of grants-in-aid in football at any time prior tothe Game(s). Page Lf 4. GAME OFFICIALS Game officials will be appointed by the Infercallegiats Athletic Conference of the Host instituiton Fees and expenses ofthe oflals willbe paid by the Host Institution 5, GUARANTEED PAYMENTS “The Host institution wil pay the Visling Inston 2 guaranteed smount (‘Guaranteed Revenue") ‘forthe Game equal to Three Hundred Forty Thousand Doll 8 ($240,000), The Host Insttution Wil retain all gale receipts related to the Game(s). The Host Institution wil pay the Visting Inatisien the Guaeanieed Revenue no laler than ninety (90) days folowing completion of the ‘Gamels}, Any amount not paid by the due date wil bear interest tthe maximum rate permitted by the Texas Prompt Payment Act, Chapter 2251, Texas Government Code, 6a 62 6. GAME TICKETS, PASSES, AND ADMISSIONS Ticket Oversight and Responsibility. The Host Institution wil be responsible for Cslablshing the price of oka, for Voket printing, for selling tickets to the public, and for ‘etribuing tekels to the Visting Inston to ea tots fans. The Host insteuton will be permitted to Issue free tickets when deemed appropriate by UTSA's Vice President for Intereolsgiste Ahltics of ris/her designee (the "UTSA Ticket Representative’). The Host Insttation’ may also Issue passes or otherwise provide for free admission to radio, {elevision, prees, and other media personnel, 2s. wall as the uniformed or otherwise Kentfiabie members of the bands and the cheerleaders, spirt groups, eam mascat and handlers of Host Institution as indicated herein No Charge Tickets for Visiting Institution. 6.2.4. Band and Spirit Squeds The Host Inston wil provide the uniformed or otherwise Idenifable members ofthe Visiting Ineftllon’s band, cheereaders, spit groups, ‘and team mascot enty nto the Gare at no charge. Their Uckets wall not be part of tho complimentary ticket allotment but must come out of the consignment ticket allotment, The Host Insttution vil provide Visiting Insttution the standard seating ‘and eccupanay location requirements fora visting institution's band and spit squad mambers. isting Institution wil comply wih such requirements. 6.2.2 Complimentary Tickets. The Visiting Insttuton wil be enfiled to receve up fo tree 1 undred (00) Complimentary tickets, In adlton, the Host Institution shall provide to the Vieting nation 60 sideline passes, a minimum of 12 parking posses and ‘one luxury suite for thelr Director of Ahi. Powe 20f6 63 Consignment Tickets. The Visiting Institution may request up to two thousand five hundred (2,500) adetonal tickets on consignment (Consignment Tickets"). The Visting Insittion must subma He request for’ Consignment Tickets to the UTSA Ticket Repracentaive within forty-five (48) days prior to the day of the Game. The Visiing Inslttion ‘wit pay the Host Inetutlon for all Consignment Tickets sold by the Visiing Insitation no later than ninety days (80) after the Game. All Consignment tickets sold by the Ving nation wil be sold atthe pce established by the Host Institution, Any unsale consignment tckels must be returned to UTSA vithin seven (7) days of the Game or the ‘Vistng Insttuton Is responsibe for payment ofthe total value ofthe unsold Consignment Tikete 7. ASSOCIATED GAME ACTIVITIES “The sights to the income derived from all associated Game actvitos such as concessions, programs, sowenrs, so goods, and parking wil balong tothe Host Inston, 8. TELEVISION, VIDEO, FILM, INTERNET VIDEO STREAMING ‘The parties mutually desire that the Garna(e) should have maximum media expesure, including exposure va television f possible. Host Inslution may change the scheduled date and start ime for the Gamels) forthe purpose of accommodating ve Telecast opportunites, provided that, any Change in the date of the Game) wil require the consent ofthe Visiting Insituiion, which consent ‘wal not be unressonably withheld Television. 8.1.1. Visting Institution acknowledges and agrees thatthe Host insttution andlor Hest Insttution’s conference own and retaln al television, pay per view, satelite, cable, Intemet, and other rghis lo tape, broadcast, rebroadcast, and otherwise dstibute, hibit, sublosnee, televise, trem, of retransmit the Game(s) and any fd a portions of the Game(s), Jn whole ori part, Ive or delayed, throughout be niverse by any and all means, uses, and media now known or hereafter developed {including without lmtaton via local, region, or naional cablacast or overthe-sr transmission, and including by video or audio streaming or other transmital of actus) fevents or portions or summaries thereof via the Inienet(colectvely referred to herein asthe "Broadcast Rights’), If and tothe extent Visiting Instuton has or wil have any such Broadeast Rights, Visitng Inston irrevocably assigns, conveys, ‘and transfers all such righls (including tll ownership of all copyrights) to Host inettuton in perpetuity, and Host inetuton accepts such assignment, conveyance, ‘and transfer” (Ae used herein, the teem “Intomet” means a global information Fetwork consisting of Inlerconnected, but independent, computers inctuding but not limited to, the World Wide Web,) 1.1.2 visting Instron shall nave only thove righ lo efstibule any video, visual, andor ‘aucovisual accounts of the Game(s), Including without imitation highights, that are Specifically granted by Host Institution in 2 separate writen agreement and 28 may be permitled by the terms of the agreemonts of Host Insttuion and/or Host Instution’s conference in effect at the time of the Game(s), Accordingly, Host Inbiutin shall notify Visting instution in weting within a reesonable time prior to teach Game as to any rights (and associated terms and conditions) that Host Inattation may grant fo Ving Inston fo distibute any video, visual, and aucio- visual accounts of the Gamels), including highlights. For the svoidance of doubt, Paget Host Instttlon shall have no obligation to grant any such distbution rights in connection with a Game. 8.41.3. Alleredentias for mesia coverage ofthe Game(s) shall be issued by Host Institution Ins sole cscretion and shall be futher subject to those rues, reguatlons, terms ‘and conditions establshad by the NCAA, Host Institution, andor Host institution's conference, 8.2 Distribution of Revenue, Host Insttion shal have the exclusive right to retain any sights fee or royalty pal forthe right to televise or othersisa cstibute an audiovisual account of fhe Gamn(s) ‘Shout Vising lnetfution be granled any dietibuton cas pursuant to subsection 8.1.2 Immediataly above, such writen grant of such rights shall specity the ‘manner in which any rights fe or royalty paid thereafter shal be handled, 8.3 The Host Inston agrees to provide accommodations forthe origination of any of the programs described een and to provide adequate accommodations for telecast ‘origination in accordance with tha terms ofthis Agreement 8.4 Allprograms, fms, videotapes, products, insiutional promotional programming, marketing ‘and other méterals produced pursuant to this Agreement shall be governed by NCAA rules ‘and regulations, and the rules, regulations, ané agreements ofthe Host Institution and Host 9, RADIO BROADCAST, INTERNET AUDIO STREAMING ‘Any radia broadcast of the Game(e) wil be under cortrel of the Host Inston. The Host Instuion wal retain all revenue derved trom Host lnsitulon’s racio broadcast rights. Gach institution may deliver a racio broadcast of tha Game(s) to fs respective racio network, to include ‘audio streaming on the Intemet.. The Host lnsituton wil provide at no charge to the Visting Inettaton one radio owlet (Visitors Rado Outlet) for Visting Insution to provide a radio broadcast of the Game(s) in ts standare home broadcast area. The Vstng Instituto wil retain revenue derived from Vistng ineution’s contractual arangements related fo the rac broadcast ‘trough Vistors Radio Outlet. 10, TERMINATION & DAMAGES 404 Termination, Each Institution may terminate this Agreement by providing the other party wth one (1) year writen notice. A buyout or cancelation fee in the amount of One Hundred ‘and SeventyFive Thousand Dollars ($175,000) wil be due to the ether institution within ‘sity (60) days of notice, Termination of this Agreement wil not affect the rights and ‘obligation ofthe parties acctued prior to termination, if any. However, If the parts join the Same conference, tls Agreement wil be considered null and void as of the date the Inattution joins eal conference and no buyout wll need to be pad. 102 Damages. Except where the appearance of ether team is prevented by one of the events set forth in Section 11. the party whoss team fal fo appear and participate inthe Game(s) proviced for in this Agreement wil pay the other party the sum of One Hundred and Sevanty-Five Thousand Dolars ($178,000) swhin sity (60) days of the applicable Game date 40.3 Survivability, Any provisions of this Agreement which by their nature extend beyond termination wit survive such termination. Pages 41, FORCE MAJEURE, Neither party wil be considered in default of this Agreement for the failure of its men’s Intercollegiate football team to appear and paricpate in a Game for reasons due solely to act of God, natural isaster, natlonal emergency, labor dsputes, wat, ordor ofa state or federal cour, {governmental or NCAA or other controling athlete conference falures, eplemic, athetic program {ermination, rate or other simlar events beyond the convo of the party that falls to appoer. Notice ‘of any such events wil be given tothe olher pay as soon as is possible. 112, MERGER AND AMENDMENT. 42.4 Entire Agreement, This Agreement consttutes the entire agreement between the patios vith respect to the subject and no prior or contemporaneous agreement, written or oral, will bo effective to vary the terms of ths Agreement. Neither party may assign this Agreement. No amendment fo this Agreement will be effective unless reduced to wnlting and signed by ‘an aulhorized repeesentave of each party 122. Conference Rules. Ifthe rules and regulations of the NCAA or the conferenes in which tither schoo! is a member are amended, modified or changed in any manner so that the {erms ofthis Agreement are In confict wih such rues or regulations, then the partes may mutually agree to. consider the Agreement amended or to renegalate the Agreement to ‘cure such confit If such may be reasonably accomplished. 19, MISCELLANEOUS 413.4 Insurance. Each party vill maintain adequate Insurance to cover is own fables and 2s required by applicable lv, rules orreguation. 13.2 Choice of Law and Venue. This Agreement and all rights and obigations hereunder wil be {govemed, iterxeted and applied in accordance withthe laws ofthe State of Texas and Venue for any lgpute wil be Bexar County, Texas, 42.3 Notice. To be enforceable, all notices must be In varting and delivered to the party's representative named below by ether cerfied mal, return recept requested, or commercial Carrier with delivery recelp, Notices are affective upon recsipt by the designated Tepresentallve, A party may update is representative as needed by writen notice to the thor party, [ursa |DR-LISA CAMPOS KEVIN GRANGER Vice President for _Intecolelate\VP of intercollegiate Athletics and Athletics Director Texas Southern University ‘The University of Texas at San Antonio [intercollegiate Athietics Department of ntercofegiate Athstcs. [8100 Clebume Street (One UTSA Circe Houston, TX 77004 ‘San Antoni, TX 78249 estan Grog O OBHBAEC IEE 430 ADE SEDHBTACCOAT UA Hom Fb Cane Cone Re 86.09 413.4 No Third Patty Beneficlaries. Nothing in this Agreement, express or imple, s intended to or vill confer upon any other person any right, benefit or remedy of any nature “whatsoever under or by reason of this Agreement 413.5 Compliance. Parties will conduct at obligations under this Agreement in conformity with alt applicable federal, state, and local laws, rues, regulations, and ordinances, 413.6 Waivers. No delay or mission in exercising any right under this Agreement wil impr any tight oF be construed to be @ waiver of any right. A walver of any default under this ‘Agreement wil not be construed to be a waiver of any subsequent defaut under this ‘Agreement. 418.7 Authority, Parties warrant, represent and agres that they have the authoriy to enter into ‘agreemen through an authorized signatory as shown below. 48.8 Independent Contractor. This agreement wil not be constued to create an agency, employment, agent, partnership or Joint venture relationship between Visiting and Host Intittion fr any purpose whatsoever. 13.9 Severability, If any provision of this Agreement {s, for any reason, held invalid or unenforceable in any respect, the invalidity or unenforceability will not aft any other provision of this Agreement, an this Agroement will be constiued es Ifthe invalid or Unenforceable provision hed net been included. IN WITNESS HEREOF, the partes have caused this Agreement to be executed by their duly authorized officers as ofthe Efecve Date, CoNTENT APPROVED ‘Vice PRESIDENT! ALEGIATE ATHLETICS AND ATHLETICS DIRECTOR By: Name: Lisa Campos ‘THE UNIVERSITY OF TEXAS AT. TEXAS 8¢ N UNIVERSITY ‘SANA oy: _[ rei Bander ee + Name: Y2rontea bendez Name: Mev: 2 eer Title:_Y"* me VO 2F Ah ladcs anspor ET - eho dds 7 Date: Page of

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