This Agreement is made and entered into upon the date last signed by a party hereto by and between the Board of Trustees of the University of Illinois on behalf of its Division of Intercollegiate Athletics (“Illinois”) and The University of Tennessee at Chattanooga (“Visiting Team”), to establish the terms and conditions for a Football athletic contest which is a home game for Illinois. In consideration of the mutual promises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Agreement to Play. The varsity football teams representing Illinois and Visiting Team shall meet and play at Memorial Stadium, 1402 S. First Street, Champaign, Illinois on Saturday, September 24, 2022 (“Game”). Game time is TBD. The date and time of the Game may be changed by mutual agreement of the parties, which will be evidenced in writing by an exchange of letters or via email from the respective Director of Athletics or his or her designee for each institution.
2. Governance and Eligibility.
The Game shall be governed by the rules of the National Collegiate Athletic Association ("NCAA") as in effect at the time of the Game. The eligibility of each team member to participate in the Game shall be governed by the rules and regulations of the NCAA, the team member’s institution, and the rules of the athletic conference, if any, to which that institution belongs.
3. Compensation. a. Illinois shall pay Visiting Team total compensation of four hundred eighty-five thousand dollars ($485,000) for its participation in the Game. Payment shall be sent no later than fourteen (14) calendar days following the date of the game. No other compensation shall be due or payable. b. Visiting Team shall receive 400 complimentary tickets. Additionally, Visiting Team shall receive a minimum of 1000 tickets available for the game as consignment sale. All unsold consignment tickets must be returned to Illinois by the Thursday of the week of the athletic contest. DocuSign Envelope ID: CA46A54B-D2E1-49BC-A441-E9C7EDF98139
Payment for consignment tickets must be made to Illinois within sixty (60) days of the conclusion of the game. c. The cheerleaders and mascots of Visiting Team shall be admitted free of charge when in uniform provided, however, that no later than seven (7) days prior to the Game, Visiting Team shall notify Illinois of the number of cheerleaders and mascots who will be attending, if any. d. The marching bands of each team shall be admitted free of charge when in uniform provided, however, that no later than thirty (30) days prior to the game, Visiting Team shall notify Illinois of the number of band members who will be attending, if any. All pre-game, half-time and post- game activities are under the control of Illinois. e. Visiting Team shall be furnished 125 Game programs, free of charge, to be delivered to its locker room before Game time.
4. Broadcast Rights. a. Radio i. All radio rights to each Game, if any, are the property of Illinois. Except as provided in Paragraph 4(a)(ii) below, Visiting Team shall have no right to any revenue payments for radio broadcast rights. ii. Illinois shall provide Visiting Team, free of charge, with one outlet for radio broadcast of the Game to Visiting Team’s home geographic area. Visiting Team is entitled to retain any revenue generated by such radio broadcast. b. Television i. Visiting Team acknowledges and agrees that (a) all rights to telecast or distribute (live or delayed, whole or condensed (including highlights), throughout the universe, in any and all markets, in any and all languages and via any and all forms of media and methods of distribution and distribution technology) Illinois home football games and certain games played at a neutral site have been assigned by Illinois to The Big Ten Conference, Inc. (“The Big Ten”), which in turn has entered into agreements with certain third parties for the telecast or distribution of such games, (b) Illinois has no ability to grant to Visiting Team any rights for the telecast or distribution of games played pursuant to this Agreement in which Illinois is the home football team or of games played pursuant to this Agreement at certain neutral sites and (c) the Big Ten shall have the exclusive right to retain all revenues derived from the telecast or distribution of games played pursuant to this Agreement in which DocuSign Envelope ID: CA46A54B-D2E1-49BC-A441-E9C7EDF98139
Illinois is the home team or of games played pursuant to this Agreement at certain neutral sites. ii. Illinois acknowledges and agrees that Visiting Team shall have the exclusive right to enter into agreements with respect to the telecast or distribution of games played pursuant to this Agreement in which Visiting Team is the home football team and to retain all revenues derived therefrom. iii. Notwithstanding the foregoing, the respective rights, if any, of Illinois and Visiting Team with respect to the telecast or distribution of games played pursuant to this Agreement in which they are the visiting football team (and the revenues derived therefrom) shall be governed by a separate agreement between The Big Ten and Visiting Team which separate agreement shall govern certain aspects of any football games played between the member institutions of The Big Ten and Visiting Team, provided, that in the absence of any such separate agreement, the terms of this Agreement shall control. iv. Visiting Team shall have the right to produce films and/or videotapes of the Game played pursuant to this Agreement for coaching purposes and for use in a weekly coaches’ show only and for no other purpose. Such films and/or videotapes may not be replayed, used or otherwise distributed by Visiting Team to any person other than the incorporation of up to eight minutes (8:00) of highlights of the Game as part of a weekly coaches’ show and to its football team coaches and players. Illinois agrees to provide reasonable facilities for such cameras as may be reasonably required by Visiting Team to produce such films and/or videotapes. Any other usage by Visiting Team of footage of the Game played pursuant to this Agreement shall be governed by a separate agreement between The Big Ten and Visiting Team.
5. Game Officials. Officials for the Game shall be paid for by Illinois and shall be appointed by the Big Ten Conference office.
6. Ticket Prices. Illinois shall have the sole and exclusive right to set all ticket prices. DocuSign Envelope ID: CA46A54B-D2E1-49BC-A441-E9C7EDF98139
7. Programs and Concessions.
All program and concession rights are the property of Illinois, which shall have sole right to all revenue arising from such rights.
8. Breach of Agreement. Either party’s failing to comply with the conditions of Paragraph 1, either by cancellation or failure to appear, shall pay liquidated damages in the amount of four hundred eighty five thousand dollars ($485,000) to the non-breaching party unless such cancellation or failure to appear shall be by mutual consent or for reasons illustrated in Paragraph 9 in which case this agreement is null and void.
9. Force Majeure. It is herein agreed that neither party to this agreement shall be held liable for delay or failure in performance or shall be required to pay liquidated damages under Paragraph 8 herein for a canceled or defaulted game resulting from events or acts which are beyond the control of such party, including events of limitation, such as: acts of God, athletic program termination, strikes, lockouts, riots, acts of war, epidemics, governmental or NCAA or other controlling athletic conference failures, earthquakes or other disasters. The proceeding notwithstanding, any financial obligations incurred by the party capable of performing shall be shared equally by the non- performing party. Notice of any such events shall be given as soon as possible.
10. Insurance.
Each party will maintain adequate insurance to cover its own liabilities.
11. Notices. To be enforceable, all notices must be in writing and delivered to the party’s representative named below by either certified mail, return receipt requested, or commercial carrier with delivery receipt. Notices are effective upon receipt by the designated representative. A party may change its representative at any time by written notice to the other party. DocuSign Envelope ID: CA46A54B-D2E1-49BC-A441-E9C7EDF98139
Illinois Visiting Team
Director of Athletics The University of Tennessee at Chatanooga University of Illinois Mark Wharton - Director of Athletics Division of Intercollegiate Athletics 720 East Fourth Street 1700 S. Fourth Street Chattanooga, TN 37403 Champaign, IL 61820
12. Independent Contractors.
This Agreement shall not be construed in any way to create an agency, employment, partnership or joint venture relationship between Visiting Team and Illinois for any purpose whatsoever. Illinois’ relationship to Visiting Team under this Agreement shall be that of Independent Contractor.
13. Certifications. a. Visiting Team certifies that it will comply with all applicable provisions of the Equal Opportunity Employment Clause at 44 Ill. Adm. Code 750, Appx. A, which forms a part of this Contract by reference. (775 ILCS 5/2-105). b. This does not apply to contracts with the state (Illinois) universities. Visiting Team warrants and certifies that it and, to the best of its knowledge, its subcontractors have and will comply with Executive Order No. 1 (2007). The Order generally prohibits Contractors and subcontractors from hiring the then-serving Governor’s family members to lobby procurement activities of the State, or any other unit of government in Illinois including local governments if that procurement may result in a contract valued at over $25,000. The prohibition also applies to hiring for that same purpose any former State employee who had procurement authority at any time during the one-year period preceding the procurement lobbying activity. c. If this Agreement is equal to or exceeds $5,000 and Visiting Team employs 25 or more employees, Visiting Team certifies that it is in compliance with the Drug Free Workplace Act (30 ILCS 580/3) as of the effective date of this Agreement. d. If this Agreement exceeds $10,000, neither Visiting Team nor any substantially owned affiliate is participating or shall participate in an international boycott in violation of the U.S. Export Administration Act of 1979 or the applicable regulations of the U.S. Department of Commerce. (30 ILCS 582). DocuSign Envelope ID: CA46A54B-D2E1-49BC-A441-E9C7EDF98139
14. Integration Clause; Amendments.
This Agreement and any documents incorporated by reference represent the entire understanding between the parties and supersede all prior communications and writings with respect to the content of this Agreement. All additions or modifications hereto must be in writing signed by both parties.
15. Return or Void.
This Agreement may be returned in one of two ways: (a) it can be signed, scanned, and emailed to pgrove@illinois.edu or (b) it can be signed and mailed to the address listed in Section 12 of this Agreement. Regardless of the form of delivery, the signed Agreement must be received by Illinois no later than 30 days upon receipt. Failure to return the executed Agreement by this date may void the invitation for competition at the discretion of Illinois.
16. FEIN. Under penalties of perjury, Visiting Team certifies that its Federal Taxpayer’s Identification Number is «prompt:Enter Visiting Team's Federal Tax» and is doing business as a (check one): Government Entity Tax Exempt Organization (IRC 501 {a} only) Partnership Corporation Not-for-Profit Corporation Limited Liability Corporation
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