TEAM GAME AGREEMENT

FEDEX ORANGE BOWL GAME

This Game Agreement is made this _ day of December, 2009, betwe,:n the
UNIVERSITY OF IOWA ("the Institution"), the BIG TEN CONFERENCE ("the Conference ), and
THE ORANGE BOWL COMMITIEE, INC., a Florida non-profit corporation ("the Bowl").
Article I
Definitions
1.1 Definitions. Unless the context otherwise requires. the terms defined in Section 1.1
of the Contract among Atlantic Coast Conference, Big East Conference, Big Ten Conference,
The Big Twelve Conference, Inc., Conference USA, Mid-American Conference, Mountain West
Conference, Pacific-10 Conference, Southeastern Conference, Sun Belt Conference, Western
Athletic Conference, University of Notre Dame du Lac, Arizona Sports Foundation, Inc., doing .:
business as Fiesta Bowl, The Orange Bowl Committee, Inc., and Sugar Bowl, effective April 1,
2006, and any and all amendments thereto ("Bowl Championship Series Contract") shall have
the same meaning in this Game Agreement.
Article II
Participation in Game
2.1 Participation in Game. The Institution agrees to have its football team play in the
FedEx Orange Bowl Game (the "Bowl Game") in Miami, Florida, on January 5, 2010. The
competing team in the Bowl Game to be played on such date shall be the Georgia Institute of
Technology. The Bowl Game shall be played at the Land Shark Stadium (the "Bowl Game
Venue"). Kickoff shall be at approximately 8:30 p.m. Eastern Standard Time.
} Article III
Financial Settlement
3.1 Financial Settlement. The financial settlement for the Bowl Game shall be in
accordance with the provisions of the Bowl Championship Series Contract.
Article IV
Tickets and Suites
4.1 Ticket Allotment for Institution. If the Institutions competing in the Bowl Game
are both members of Conferences, then they shall purchase from the Bowl a minimum of Thirty
Five Thousand (35,000) tickets in the aggregate. The Bowl shall allot Seventeen Thousand
Five Hundred (17,500) tickets to each Institution unless the Institutions mutually agree to a
different initial allocation of tickets. The Institutions may mutually agree to reallocate tickets
between themselves after distribution of the initial ticket allocations by the Bowl.
If one Institution playing in the Bowl Game is an Independent and the other is a member
of a Conference, then they shall purchase from the Bowl a minimum of Thirty-Five Thousand
B-2-!
One Hundred Fifty (35,150) tickets in the aggregate. The Bowl shall allot Thousand
Six Hundred Fifty (17,650) tickets to the Independent and Seventeen Thousand Five
(17,500) tickets to the competing Institution unless the Institutions mutually agre.e to a different
initial allocation of tickets. The Institutions may mutually agree to reallocate tickets between
themselves after distribution of the initial ticket allocations by the Bowl.
If both Institutions playing in the Bowl Game are Independents, then they
from the Bowl a minimum of Thirty-Five Thousand Three Hundred (35,300) tickets In the
aggregate. The Bowl shall allot Seventeen Thousand Six Hundred Fifty (17,650) tickets to each
Institution unless the Institutions mutually agree to a different initial allocation of tickets. The
Institutions may mutually agree to reallocate tickets between themselves after distribution of the
initial ticket allocations by the Bowl.
The tickets purchased by the Institution shall have the seat locations shown on Exhibit 1,
which is attached hereto and made a part hereof.
The average price of all tickets purchased by the Institution shall not exceed One
Hundred Twenty-Five ($125.00) Dollars.
4.2 Ticket Allotment for Institution's Conference. If the Institution is a member of
any Conference, the Conference shall purchase a minimum of One Hundred Fifty (150) tickets
with seat locations shown on Exhibit 1. The price of such tickets purchased by the Institution's
Conference shall be the same as that paid by the Institution for comparable seat locations.
4.3 Suites. The Bowl shall provide free of charge to the Institution one (1) sky box with
a minimum seating capacity of sixteen (16) seats, or such different seating capacity as may be
agreed upon by the BCS based on availability, at the Bowl Game Venue. The Bowl shall also
provide free of charge to the Institution's Conference, if any, one (1) additional sky box with the
same seating capacity at the Bowl Game Venue. Tickets for such sky boxes will not be counted
in the aggregate required for purchase under Sections 4.1 and 4.2 above. The Institution and
the Conference shall be responsible for all catering charges incurred in connection with use of
the sky boxes.
4.4 Stadium Admissions. The Bowl shall admit the following persons to the Bowl
Game Venue free of charge:
(a) All student-athletes certified by the Institution as being eligible for competition in
the Bowl Game;
(b) No more than sixty (60) coaches, trainers, medical, security, and managerial
personnel accompanying the Institution's football team, all of whom shall have access to the
team area of the playing field;
(c) All members of the Institution's marching band and all personnel affiliated with
the Institution's marching band (such as the band directors) in performer seats, provided that, at
the Bowl's election, they may be seated in spectator seats for which the Institution shall
purchase tickets;
(d) One (1) person serving as the Institution's mascot and dressed in uniform;
(e) One (1) person serving as the institution's cheerleading coach; and
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(f) No more than twenty (20) cheerleaders representing and sponsored by the
Institution and dressed in uniform.
(9) In addition to the persons listed in Section 4.4(a)-(f). the Institution shall be. p e ~ m i t t e d
to invite no more than five (5) persons to view the game from the team area on the sidelines at
the Bowl Game Venue. As a condition of issuing a credential to such persons to view the game
from the sidelines, the Institution shall require each such person individually to execute a waiver
of liability substantially in the form of Exhibit 2.
Article V
Team Arrival
5.1 Team Arrival. The members of the Institution's football team, football coaches and
staff shall arrive in the Miami, Florida area no later than 6:00 P.M. local time at least six (6) days
preceding the playing of the Bowl Game.
Article VI
Hotel Accommodations and Hospitality Suites
6.1 Hotel Accommodations for Institution.
(a) The Bowl shall arrange for, and the Institution shall take, one hundred fifty (150)
rooms at a first class hotel resort to be made available to members of the Institution's football
team, football coaches and staff, from arrival until departure with a minimum stay of six (6)
nights. Such rooms shall be at the hotel property and room rate shown on Exhibit 3, which is
attached hereto and made a part hereof. The Institution shall be responsible for all costs and
damages related to those rooms.
In addition to arranging for the aforementioned rooms to be made available to the
Institution, the Bowl will provide to the Institution, free of charge, three (3) suites at the same
hotel property for the duration of such team's scheduled stay.
(b) The Bowl shall arrange for, and the Institution shall take, one hundred twenty-five
(125) rooms at the same hotel resort housing its football team, football coaches, and staff to be
made available to the Institution's Official Party, with a minimum stay of three (3) nights, one of
which shall be game night. Such rooms shall be at the hotel property and room rate shown on
Exhibit 3. The Institution shall be responsible for all costs and damages related to those rooms.
(c) The Bowl shall arrange for, and the Institution shall take, one hundred twenty-five
(125) rooms to be made available to the Institution for members of the Institution's marching
band (including band directors and other personnel affiliated with the Institution's marching
band), cheerleaders, mascot, and other guests representing the Institution for a minimum stay
of three (3) nights, one of which shall be game night. Such rooms shall be at the first-class
hotel property and room rate shown on Exhibit 3. The Institution shall be responsible for all
costs and damages relating to those rooms.
(d) The Bowl shall arrange for, and the Institution shall take, seventy-five (75)
additional rooms for a minimum stay of three (3) nights, one of which shall be game night. Such
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rooms shall be at the first-class hotel property and at the room rate shown on Exhibit 3. The
Institution shall be responsible for all costs and damages related to those rooms.
6.2 Hotel Accommodations for Institution's Conference.
(a) The Bowl shall arrange for, and the Institution's Conference, if any, shall take,
fifteen (15) rooms at the hotel property and at the room rate shown on Exhibit 3, for a minimum
stay of three (3) nights. The Conference shall be responsible for all costs and damages related
to those rooms.
(b) In addition, the Bowl shall provide free of charge to such Institution's Conference,
if any, one (1) suite at the same hotel property for the duration of the stay, provided that the
Conference shall be responsible for all incidentals, room service, telephone, facsimile, mini-bar
charges, and like charges, and for any damage to the suite.
6.3 Hospitality Suites. The Bowl shall provide free of charge the following
hospitality suites at the hotels each day beginning with the day of the arrival of the Institution's
football team until the date of such team's departure:
(a) One (1) hospitality suite at the hotel lodging the members of the Institution's
football team, football coaches and staff, and Official Party, with snacks and beverages (as
determined by the Bowl) available as mutually agreed between the Bowl and the Institution, for
the Institution's football coaches and staff, Official Party and designated guests of the Institution.
The Institution shall be responsible for any damage to the hospitality suite;
(b) One (1) hospitality suite at the hotel lodging the members of the Institution's
football team, football coaches and staff, and Official Party, equipped with a large screen
television, video cassette recorder or DVD player and videos or DVDs, video arcade games,
soda and snacks (as reasonably determined by the Bowl), and daily newspapers for members
of the Institution's football team. The Institution shall be responsible for any damage to the
hospitality suite; and
(c) One hospitality suite at the hotel lodging representatives from the Institution's
Conference, with snacks and beverages (as determined by each bowl) available for personnel
affiliated with the Conference of which the institution is a member and guests of personnel
affiliated with such Conference. The Conference shall be responsible for any damage to the
hospitality suite.
6.4 Hotel Charges. With respect to hotel bills which may become due, the Bowl
agrees to forward such bills to the Institution or its Conference, if any, as the case may be, for
payment. The Institution and its Conference, if any, agrees to remit payment for such bills
directly to the applicable hotel within thirty (30) days after receipt from the Bowl. In the event
that the Institution or its Conference, if any, fails to make payment for rooms provided to the
Institution or its Conference, if any, as provided herein, then the Bowl shall be entitled to
withhold from the payment otherwise due under the Bowl Championship Series Contract the full
amounts thereof plus any sales or other taxes, interest or other late charges imposed by the
applicable hotels, as well as any damage claims of the hotel.
6.5 Institution and Conference Responsibilities. Except as expressly set forth in
this Game Agreement, the Institution or its Conference, if any, shall be solely responsible for
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payment for all costs and expenses incidental to the participation of its football team, coaches
and staff, and other representatives of the Institution in activities related to the Bowl game.
The payments shall be made by the Institution and the Conference, as applicable, for
tickets not later than the February 15 immediately after the Bowl Game. The Bowl will provide
an invoice for such tickets not later than January 15. Payment for other benefits supplied
hereunder shall be made within thirty (30) days of receipt by the Institution or Conference of
each such other benefit to which the Bowl commits hereunder. The Institution and the
Conference shall pay the Bowl directly, rather than any third party, for all benefits specifically set
forth herein, except as otherwise provided.
Article VII
Awards
7.1 Awards for Members of the Institution's Football Team. The Bowl shall
provide an award package of Bowl's choosing with a value not to exceed Five Hundred and
0/100 ($500.00) Dollars to a maximum of one hundred twenty-five (125) members of the
Institution's football team, commemorating the Institution's participation in the Bowl Game. In
addition, the Bowl shall have the option to present these individuals with the same wristwatch
that is presented to the Bowl Game officials. Such awards shall be consistent with the rules of
the National Collegiate Athletic Association ("NCAA").
7.2 Awards for Coaches and Other Staff Members. The Bowl shall provide an
award package of Bowl's choosing with a value not to exceed Five Hundred and 0/100
($500.00) Dollars to a maximum of twenty-five (25) coaches and other staff members, as
identified by the Institution, commemorating the Institution's participation in the Bowl Game. In
addition, the Bowl shall have the option to present these individuals with the same wristwatch
that is presented to the Bowl Game officials. Such awards shall be consistent with the rules of
the NCAA.
7.3 Awards for Other Athletics Department Staff Members. The Bowl shall
provide an award package of Bowl's choosing with a value not to exceed Two Hundred Fifty and
01100 ($250.00) Dollars to a maximum of twenty-five (25) other members of the athletics
department. commemorating the Institution's participation in the Bowl Game. In addition, the
Bowl shall have the option to present these individuals with the same wristwatch that is
presented to the Bowl Game officials. Such awards shall be consistent with the rules of the
NCAA.
7.4 Awards for Institution's Official Party. The Bowl shall provide an award
package of Bowl's choosing with a value not to exceed Two Hundred Fifty and 0/100 ($250.00)
Dollars to a maximum of fifteen (15) members of the Institution's Official Party, commemorating
the Institution's participation in the Bowl Game. In addition, the Bowl shall have the option to
present these individuals with the same wristwatch that is presented to the Bowl Game officials.
Such awards shall be consistent with the rules of the NCAA.
7.5 Awards for Personnel of Institution's Conference. In the event that the
Institution is the member of a Conference, the Bowl shall provide an award package of Bowl's
choosing with a value not to exceed One Hundred and 01100 ($100.00) Dollars to a maximum of
thirty (30) persons affiliated with the Institution's Conference attending the Bowl Game and
related events, commemorating the Institution's participation in the Bowl Game. In addition, the
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Bowl shall have the option to present these individuals with the same wristwatch that is
presented to the Bowl Game officials. Such awards shall be consistent with the rules of the
NCAA.
7.6 Licensing by the Institution. The Institution hereby authorizes and grants a
limited, non-exclusive, royalty-free license to the Bowl to use its name, trade name, nickname,
trademark, logo, likeness of its team mascot, players, and coaches to promote the Bowl Game
and the other Bowl-related activities.
Beginning on the date of this Game Agreement and ending sixty (60) days after
completion of the playing of the Bowl Game, such Institution's Conference, if any, shall have the
right and is granted a royalty-free license to use, on a non-exclusive basis, the names, slogans,
seals, logos, and marks, whether registered or unregistered (such names, slogans, seals, logos,
and marks hereafter referred to as "identifying marks"), of the Institution in Bowl-related
activities, including but not limited to television, promotion, licensing and merchandising
programs, video incident to the Bowl Game. The Institution's Conference has contracted with
Collegiate Licensing Company ("ClC") and Fox Sports Productions, Inc. ("FSP") to serve as
licensees with respect to merchandise and the promotion of merchandise in connection with the
games of the Bowl Championship Series. In addition, the Institution's Conference has
contracted with Collegiate Images, llC ("CI") and FSP to serve as licensees with respect to
videocassettes, DVDs, still images, and video clips and the promotion of the same in connection
with the games of the Bowl Championship Series. The Institution's Conference also has
contracted with FSP to serve as licensee with respect to certain digital media rights in
connection with the games of the Bowl Championship Series.
Neither ClC, CI, nor FSP shall be entitled to sublicense such license to any person or
entity without the consent of the Institution, which consent shall not be unreasonably withheld or
conditioned or untimely delayed. The Bowl and the Institution's Conference, if any, each
acknowledges the Institution's exclusive ownership of its identifying marks, and any goodwill
that arises from the use of the Institution's identifying marks shall inure solely to the benefit of
the Institution. The Bowl and the Institution's Conference each agrees that it will not attack the
title or right of the Institution in and to the Institution's identifying marks. The Institution reserves
the right to exercise reasonable control over the use of its identifying marks, including, but not
limited to, inspection of any goods or services bearing the Institution's identifying marks, the
right to pre-approve any such use, and the right to prohibit the use of its identifying marks if the
Institution in its sole discretion determines that such use is inappropriate, provided that no such
approval shall be unreasonably withheld or untimely delayed. It is understood that revenue
derived from the licensees from the sale of merchandise in connection with the Bowl Game
using the Institution's identifying marks shall be distributed to the participating Conferences and
Institutions participating in the Bowl Championship Series arrangement in accordance with the
terms of the License Agreement for Merchandise among the Atlantic Coast Conference, Big
East Conference, Big Ten Conference, The Big Twelve Conference, Inc., Conference USA, Mid
American Conference, Mountain West Conference, Pacific-10 Conference, Southeastern
Conference, Sun Belt Conference, Western Athletic Conference, University of Notre Dame du
lac, The Arizona Sports Foundation, doing business as Fiesta Bowl, Sugar Bowl, The Orange
Bowl Committee, Inc., and Fox Sports Productions, Inc. It is understood that revenue derived
by the Bowl from the sale of merchandise in connection with the Bowl Game shall become part
of the Bowl's gross receipts in accordance with existing rules and regulations of the NCAA. It is
the responsibility of a representative of the Institution's Conference, CLC, or FSP to contact the
Institution prior to using the Institution's identifying marks and to contact the Institution's
designated licensing agent regarding use of such identifying marks if requested to do so by the
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Institution. For purposes of this Section 7.6, the Conference, if any, appoints William Hancock,
Administrator of the Bowl Championship Series arrangement, as its representative for the
purpose of contacting the Institution with respect to licensing matters. The Institution shall
cause its designated licensor to comply with the provisions of this Section 7.6.
7.7 Licensing by the Institution's Conference. The Institution's Conference, if
any, authorizes and hereby grants the Bowl a limited, non-exclusive, royalty-free license to use
the names, slogans, seals, logos, and marks, whether registered or unregistered (such names,
slogans, seals, logos, and marks hereafter referred to as "identifying marks"), of such
Institution's Conference, if any, solely for the purpose of promoting the Bowl Game and Bowl
related activities. Such identifying marks shall not be used for commercial purposes. Such
identifying marks of the Conference shall be used only in conjunction with the Bowl's seals,
logos, and marks. The Bowl may not sublicense such license without the express written
consent of the Conference, which consent shall not be withheld unreasonably or untimely
delayed. The Bowl acknowledges the Conference's exclusive ownership of its identifying
marks, and any goodwill that arises from the Bowl's use of such identifying marks shall inure
solely to the benefit of the Conference. The Bowl agrees that it will not attack the title or rights
of the Conference in and to such Conference identifying marks. The Conference reserves the
right to exercise reasonable control over the Bowl's use of its identifying marks, the right to pre
approve any such use, and the right to prohibit the Bowl's use of its identifying marks if the
Conference in its sole discretion determines that such use is inappropriate, provided that no
such approval shall be unreasonably withheld or untimely delayed. It is the responsibility of the
Bowl to contact the Conference prior to using the Conference's identifying marks and to contact
the Conference's designated licensor regarding use of such identifying marks if requested to do
so by the Conference. The Conference shall cause its designated licensor to comply with the
provisions of this Section 7.7.
7.S Waiver of Licensing Fee by Bowl for Awards Purchased by the Institution.
Beginning on the date of this Game Agreement and ending upon completion of the playing of
the Bowl Game, the Institution and, if the Institution is a member of a Conference, such
Conference, shall have the right and is granted a royalty-free license to use, on a non-exclusive
basis, the names, slogans, seals, logos, and marks, whether registered or unregistered (such
names, slogans, seals, logos, and marks hereafter referred to as "identifying marks"), of the
Bowl solely in connection with the Institution's and the Conference's preparation of a reasonable
number of Game-related awards commemorating the Institution's participation in the Bowl
Game for distribution as gifts only to members of the Institution's football team, football coaches
and managers, its Official Party, and personnel affiliated with the Institution's Conference. The
Institution and its Conference, if any, each acknowledges the Bowl's exclusive ownership of the
Bowl's identifying marks, and any goodwill that arises from the Institution's or its Conference's
use of such identifying marks under this Section 7.8 shall inure solely to the benefit of the Bowl.
The Institution and its Conference, if any, agree that it will not attack the title or rights of the
Bowl in and to the Bowl's identifying marks. The Institution shall not sublicense such license
without the express written consent of the Bowl, which shall not be unreasonably withheld. The
Bowl agrees to waive its licensing fee for use of the Bowl's identifying marks only with respect to
awards prepared under t h i ~ Section 7.8.
All awards provided by the Institution to such persons using the Bowl's identifying marks
shall be distributed in accordance with the rules of the NCAA.
Article VIII
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Transportation, Parking, and Other Services
B.1 Transportation for the Institution. The Bowl shall provide at no cost to the
Institution the following motor vehicles for the Institution's use for the scheduled duration of the
stay in the Miami, Florida area, provided that, the Institution shall be responsible for gaSOline
and other incidental charges:
(a) Twenty-five (25) automobiles upon the scheduled arrival of the Institution's
football team and for the scheduled duration of such team's stay in Miami, Florida to be used
only in Miami-Dade, Broward and Palm Beach Counties, Florida;
(b) Four (4) motor coaches for the members of the Institution's football team, football
coaches and staff, and Official Party upon the scheduled arrival of the Institution's football team
and for the scheduled duration of such team's stay in Miami, Florida;
(c) One (1) van equipped with a lift to accommodate persons in wheelchairs and
other physically disabled persons upon arrival of the Institution's football team and for the
duration of such team's stay in Miami, Florida shall be arranged for by the Bowl, provided that
the Institution shall notify the Bowl reasonably in advance if such a van is required;
(d) One (1) truck for the transportation of equipment for members of the Institution's
football team, football coaches and staff, and Official Party upon the scheduled arrival of the
Institution's football team and for the duration of such team's stay in Miami, Florida;
(e) Two (2) trucks for the transportation of baggage available at the scheduled arrival
of the Institution's football team in Miami, Florida and again upon the scheduled departure of the
Institution's football team from Miami, Florida;
(f) One (1) limousine or town car, capable of accommodating at least six (6) adult
passengers, and chauffeur, which vehicle and chauffeur shall be available on a four (4) hour
pre-scheduled on-call basis upon the scheduled arrival of the Institution's football team and for
the scheduled duration of such team's stay in Miami, Florida; and
(g) Van or bus shuttle service for members of the Institution's football team between
the entertainment locations and the hotel property lodging such team.
B.2 Transportation for the Institution's Conference. If the Institution is a member
of a Conference, the Bowl shall provide at no cost to the Institution the following motor vehicles
for the Institution's use for the scheduled duration of the stay in Miami, Florida, provided that,
the Conference shall be responsible for gasoline and other incidental charges:
(a) One (1) limousine or town car, capable of accommodating at least six (6) adult
passengers, and chauffeur, which vehicle and chauffeur shall be available on an on-call basis
upon the arrival of Conference personnel and for the duration of their stay in Miami, Florida; and
(b) Four (4) automobiles upon the scheduled arrival of Conference personnel and for
the duration of their stay in Miami, Florida; and
The Conference shall notify the Bowl in writing within ten (10) days of the selection of
teams to partiCipate in the Bowl Game of the expected dates and times of arrival of Conference
personnel in the Miami, Florida area and scheduled departure.
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8.3 Police Escort. The Bowl shall provide, without charge to the Institution, an
escort by police of the City of Miami or other local law enforcement agency during transportation
of the members of the Institution's football team and football coaches and staff to any practice
site or Bowl Game Venue.
8.4 Parking for the Institution. The Bowl shall provide to the Institution free of
charge parking spaces for fifty (50) automobiles and twenty (20) buses at a parking facility at the
Bowl Game Venue on the day of the Bowl Game.
8.5 Parking for the Institution's Conference. The Bowl shall provide free of
charge to the Institution's Conference, if any, parking spaces for twelve (12) automobiles and
two (2) buses at the Bowl Game Venue on the day of the Bowl Game.
Article IX
Practice Facilities
9.1 Practice Facilities. The Bowl shall provide free of charge for the Institution's
football team and football coaches and staff access to practice facilities, locker rooms, training
rooms, and meeting rooms at Barry University, Nova Southeastern University or other
comparable facilities during the Institution's scheduled stay in Miami, Florida. The Bowl shall
provide approximately 50 cases of soft drinks and an adequate amount of ice at the practice
facility. The Institution shall be responsible for all other costs and expenses related to the
operation of such practices, including, without limitation, laundry, equipment, food, and the like.
Article X
Official Functions
10.1 Official Functions. The Bowl shall sponsor the functions and provide
complimentary invitations or tickets to such functions as shown on Exhibit 4. If additional tickets
to such functions are made available to the Institution or to its Conference, if any, nothing in this
Game Agreement shall be construed to obligate either the Institution or the Institution's
Conference to purchase any of the additional tickets to any function made available by the Bowl.
If any of the functions specified on Exhibit 4 are determined not to comply with the rules
of the NCAA or the rules of the Conference, if any, of which the Institution is a member, then the
Bowl shall arrange for a suitable substitute function reasonably agreeable to both the Bowl and
the Institution which shall be in compliance with the rules of the NCAA and the rules of the
Conference, if any, of which the Institution is a member.
10.2 Appearances by Institution's Personnel. The Institution shall make its
President, Athletics Director, head football coach, members of its coaching staff, and members
of its football team available for appearances for news conferences, official functions, and other
Bowl-related events as reasonably requested by the Bowl. In particular, the Institution agrees to
make available its head football coach and other applicable representatives for attendance at
the functions specifically identified on Exhibit 4 as ''Team Representatives Appearance
Obligations."
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Article XI
Insurance
11.1 General Liability Insurance. The Bowl warrants and represents that it has
purchased and will maintain comprehensive general liability insurance coverage listing the
Institution and the Institution's Conference, if any, as additional insureds, with combined single
limits of at least One Million and 0/100 ($1,000,000.00) Dollars per occurrence for bodily injury
and property damage. Such insurance shall include all of the members of the Institution's
football team, coaches and staff as additional insureds.
11.2 Automobile Liability Insurance. The Bowl warrants and represents that it has
purchased and will maintain comprehensive automobile liability insurance coverage (covering
non-owned and hired vehicles and including personal injury protection, uninsured motorists
coverage, and collision and comprehensive liability coverage, with a maximum deductible of
One Thousand and 0/100 ($1,000.00) Dollars for the actual cash value of the automobiles),
listing the Institution and the Institution's Conference, if any, as additional insureds, with
combined single limits of at least One Million and 0/100 ($1,000,000.00) Dollars per occurrence
for bodily injury and property damage. Such insurance shall specifically cover all of the
members of the Institution's football team, coaches, and staff, and any other person affiliated
with the Institution or the Institution's Conference, if any, and participating in or otherwise
connected with or a part of the Bowl Game and related activities and events.
11.3 Excess Liability Insurance. The Bowl warrants and represents that it has
purchased excess liability insurance coverage listing the Institution and the Institution's
Conference, if any, as additional insureds, with combined single limits of at least Ten Million and
0/100 ($10,000,000.00) Dollars per occurrence for bodily injury and property damage. Such
insurance shall specifically cover all of the members of the Institution's football team, coaches
and staff.
11.4 Institution's General Liability Insurance. The Institution warrants and
represents that it has purchased and will maintain comprehensive general liability insurance
coverage, and will use its best efforts to list the Bowl, South Florida Stadium LLC (the
"Stadium") and the practice site facilities, the lessor of the equipment to be provided by the Bowl
to the Institution for use at the practice site facilities, if any, (the "Practice Site Equipment") and
other such entities as the Bowl may reasonably request as additional named insureds, with
combined single limits of at least One Million and 0/100 ($1,000,000.00) Dollars per occurrence
for bodily injury and property damage. Such insurance shall specifically cover all members of
the Institution's football team, coaches, staff, mascot, cheerleaders and other personnel
participating in the Bowl Game. The following minimum insurance shall also be obtained and
maintained by the Institution for all such covered personnel: (a) basic accident-medical
insurance to the deductible amount of the NCAA catastrophic injury medical insurance per
injury; (b) catastrophic-injury medical insurance that provides lifetime medical, rehabilitation and
disability benefits in excess of the basic coverage, equal to the NCAA-sponsored program or an
alternate program sponsored by the NCAA Special Events Committee; and (c) workers'
compensation insurance in compliance with applicable statutory limits. The above-referenced
coverages shall be in effect while such covered personnel are traveling to and from, and while in
the Miami-Dade, Broward and Palm Beach Counties, Florida area.
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11.5 Institution's Automobile Liability Insurance. The Institution warrants and
represents that it has purchased and will maintain comprehensive automobile liability insurance
coverage (covering non-owned and hired vehicles and including personal injury protection,
uninsured motorists coverage, and collision and comprehensive liability coverage (with a
maximum deductible of One Thousand and 0/100 ($1,000.00) Dollars) for the actual cash value
of the automobiles). and will list the Bowl, the Stadium and such additional entities as the Bowl
may reasonably request as an additional named insured, with combined single limits of at least
One Million and 0/100 ($1,OOO,000.00) Dollars per occurrence for bodily injury and property
damage. Such insurance shall specifically cover all of the members of the Institution's football
team, coaches, drivers, staff, mascot, cheerleaders and other personnel participating in the
Bowl Game and any other person affiliated with the Institution or the Institution's Conference, if
any, and participating in or otherwise connected with or a part of the Bowl Game and related
activities and events. Effectuation of the foregoing insurance, and proof thereof to the Bowl is a
condition to the Institution receiving courtesy automobiles as provided in this Game Agreement
and, in connection therewith, the Institution further agrees that (0 such automobiles will be
covered under its comprehensive automobile liability insurance policy having the minimum
requirements set forth in this Section 11.5; (ii) such automobiles shall not be driven outside of
Miami-Dade, Broward and Palm Beach Counties, Florida; (iii) only representatives of the
Institution over the age of 25 shall drive the automobiles; and (iv) no members of the Institution's
football team will drive the automobiles. The Institution shall be solely responsible for any
damage to such vehicles or personal injuries, property damage or death arising with respect to
their use.
11.6 Institution's Excess Liability Insurance. The Institution warrants and
represents that it will purchase excess liability insurance coverage over and above automobile
liability and general liability insurance and use its best efforts to list the Bowl, the Stadium, the
practice site facilities, and such additional entities as the Bowl may reasonably request as an
additional named insured, with combined single limits of at least Ten Million and 0/100
($10,000,000.00) Dollars per occurrence for bodily injury and property damage. Such insurance
shall specifically cover all of the members of the Institution's football team, coaches, drivers,
staff, mascot, cheerleaders and other personnel participating in the Bowl Game and any other
person affiliated with the Institution or the Institution's Conference, if any, and partiCipating in or
otherwise connected with or a part of the Bowl Game and related activities and events.
11.7 Game Cancellation Insurance. The BCS has purchased game cancellation
insurance in the event of postponement or cancellation of the Bowl Game. In the event that the
Institution desires to obtain additional coverage through the Bowl, the Bowl shall use
commercially reasonable efforts to make this coverage available for purchase by the Institution
and its Conference. The Institution and its Conference as applicable shall be responsible for the
premiums for such coverage which, if not paid, shall be deducted from amounts otherwise
payable under this Game Agreement or the Bowl Championship Series Contract.
11.8 Coverage. The above referenced coverages to be obtained and maintained by
the Institution shall be in effect while representatives are traveling to and from, and while in the
Miami, Florida area. The Institution shall use its best efforts to cause the Bowl, the Stadium and
the practice site facilities to be named as an additional insured under all such policies (with the
exception of the workers' compensation policy) and shall use its best efforts to furnish
certificate{s) of insurance evidencing the above referenced coverages prior to departure for the
Bowl Game. This insurance shall be primary to any insurance carried by the Bowl. and the
Institution shall use its best efforts to obtain waivers of its insurers' rights of subrogation against
the Bowl and its insureds. In the event that the Institution does not have, and is unable to
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acquire, the coverages to be provided and maintained under Sections 11.4, 11.5, 11.6 and 11.7
(including, without limitation, endorsements to the effect that the Bowl, the Stadium and the
practice site facilities are additional named insureds, it shall provide written notice to the Bowl
and the Bowl shall use its commercially reasonable efforts to obtain such insurance on behalf of
the Institution and shall deduct the cost thereof from amounts otherwise payable under this
Game Agreement or the Bowl Championship Series Contract. The Institution shall be required
to obtain and maintain the foregoing insurance whether or not it is a state institution.
Article XII
DeSignation of Home and Visiting Teams
12.1 Designation of Home and Visiting Teams. The Institution agrees that the
Conference Champion of the Conference scheduled to host the Bowl Game under the terms of
the Bowl Championship Series Contract shall be designated the home team for the Bowl Game.
If such Conference Champion does not play in the Bowl Game (e.g., because such team
qualifies to play in the BCS National Championship Game), then the team participating in the
Bowl Game and occupying the higher spot (i.e., the lower number) in the BCS Standings shall
be entitled to choose whether it wishes to be the home team or the visiting team. In addition,
the home team shall have the right to select either light or dark jerseys for its game attire.
12.2 Team Usage. The Institution hereby grants to the Bowl the right to use the
names, pictures, likenesses, voices, and biographical materials of the members of the
Institution's football team, the Institution's football coaches and staff, the Institution's faculty,
cheerleaders, band members and any other persons representing the Institution who are
participating in or otherwise connected with or a part of the Bowl Game in accordance with the
rules of the NCAA with respect to promotion of the Game and in its Game program and press
materials.
Article XIII
Game Rules and Officials
13.1 Game Rules. The official playing rules of the NCAA, per its applicable
regulations and bylaws, shall govern the conduct of the Bowl Game, except that the Institution
and the Bowl agree that the half-time intermission shall not exceed twenty-two (22) minutes.
13.2 Game Officials. A neutral officiating crew shall be used in the Bowl Game,
assigned through the jurisdiction of the NCAA Postseason Football Licensing Subcommittee,
from a Conference or other officiating organization that does not have a member institution
participating in the Bowl Game.
13.3 Expenses of Game Officials. The fees due game officials and expenses of
such officials shall be paid as provided in the NCAA Rules.
Article XIV
Television, Radio, and Sponsorships
14.1 Telecast of the Game. The Institution and its Conference hereby agree that the
Bowl shall not be responsible for the telecast of the Bowl Game or the content thereof, which
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shall be within the sole control and sole responsibility of the Fox Broadcasting Company ("Fox"),
as more fully described in the Bowl Championship Series Contract and the Exhibits thereto.
The Bowl will not grant access to the applicable stadium, without Fox's prior written consent to
any other film or television crew for live broadcast from the Bowl Game Venue during the period
beginning sixty (60) minutes before the scheduled time of kickoff and ending upon completion of
the game. The Bowl shall have the option to permit other ENG, videotape or film crews,
including those authorized to film or videotape a Game for display on an in-stadium video board
or for use by the coaching staff of a participating institution. No such ENG, videotape or film
crews shall be allowed to telecast the Bowl Game or provide any feed or other signal for a live
broadcast of the Bowl Game. No video or audio portions of the game may be used by such
ENG, videotape or filming entity or by any third-party or entity that has contracted with, or is
affiliated with, such ENG, videotape, or filming entity for commercial purposes other than a
coach's show broadcast after the Bowl Game and that is part of a regularly broadcast series of
shows featuring the Institution's coach and regularly includes film highlights of the Institution's
team's games during the regular season. With the exception of the aforementioned coach's
shows, no more than 3 minutes of footage or other audio or video depictions of the Bowl Game
may be used by any ENG, videotape or filming entity.
14.2 Sideline Rights and Site Advertising. The Institution acknowledges and
agrees that Fox and its marketing partners have the exclusive right to provide "sideline goods
and services" to the participating teams at each BCS Bowl game. "Sideline goods and services"
include, but are not limited to, food and drinks, cups, coolers, squeeze bottles, other drink
holders, towels and other similar paraphernalia, coaches' headsets, and any other product used
on the sideline that gives visibility to any company or trade name, logo or identifiable colors, but
not including the names and logos of the participating Institutions, Conferences and Bowl. Fox
will provide each team with cups, coolers, squeeze bottles and towels for team use. Fox has
contracted exclusively with a sponsor (currently Gatorade) as the official supplier of such items.
Should conflicting agreements preclude the Institution from using such items, Fox shall supply
generic BCS items that the Institution shall use. No other cups, coolers, squeeze bottles and
towels, headsets, or other sideline services will be permitted in the bench area or on the
sidelines without Fox's express written approval in advance.
The Bowl and Institution agree that, except for permanently-affixed signage, no
billboards or displays for any product, service, or other commercial entity will be visible within
Fox's normal television camera range at any the Bowl Game (including, without limitation,
(i) names and logos appearing on the clothing, uniforms or headset of the players, coaches,
officials or any other persons appearing within camera views, and (ii) equipment used on the
sidelines such as cooling fans, provided however, that neither the inclusion of a sponsor's name
or mark in a Bowl Game logo or BCS logo nor any deals between an Institution and supplier that
may include that supplier's customary patches on player's uniforms and coaches' clothing shall
be a violation of this provision) during Fox's telecast thereof unless they have been submitted to
Fox for its approval in advance of the Bowl Game. Nothing herein shall be deemed either to
expand or to limit whatever rights Fox may have to place advertising at the Bowl Game for
inclusion in its telecasts in accordance with Fox's agreement with the BCS, even if such signage
is for companies competitive with companies represented by permanent signage.
14.3 Institution Radio Rights. Institution has the right to authorize its regular season
radio network to make a radio broadcast of such the Bowl Game on its existing radio network
stations within the home state of such Institution, and across state lines to the extent such
cross-over is included in its DeSignated Market Area, but no Institution's satellite rights can
extend to or include the Bowl Game covered hereunder. Additionally, no Institution or any
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station within its radio network permitted to broadcast a game under this Agreement may stream
such broadcast over the Internet.
Subject to the consent of ESPN Radio, a non-commercial, student-operated radio station
at the Institution may make a radio broadcast of such Institution's game provided that: (a) the
student-operated radio station broadcasts each home game that the Institution played during
the most recently completed college football Regular Season; (b) such student-operated station
reaches only the Institution's campus and immediately surrounding vicinity; (c) such student
operated station does not broadcast such game over satellite radio or stream its broadcast over
the Internet; and (d) there is space available at the venue hosting the game.
Article XV
Miscellaneous
15.1 NCAA Rules. To the extent that any provision of this Game Agreement is in
conflict with the rules, regulations, and orders promulgated by the NCAA for the governance of
Division I intercollegiate athletics, including but not limited to, those rules, regulations, and
orders promulgated specifically for the governance of Division I college football and Post
Season college football, such rules, regulations, and orders of the NCAA shall take precedence
over the terms of this Game Agreement. If the rules, regulations, and orders of the NCAA shall
change during the term of this Game Agreement in a manner that alters the economic
provisions of this Game Agreement in any material respect, then the parties to this Game
Agreement shall agree on appropriate adjustments in the amounts to be paid by the Bowl under
the Bowl Championship Series Contract.
The Institution and its Conference, if any, warrant and represent that, to the best of their
knowledge, this Game Agreement does not conflict with the rules, regulations, and orders
promulgated by the NCAA as such rules, regulations, and orders existed at the time this Game
Agreement was executed. If the rules, regulations or orders of the NCAA, or the understanding
of the Institution, its Conference, if any, or the BCS of such, should change during the term of
this Game Agreement in any material respect, then appropriate adjustments shall be made in
accordance with the Bowl Championship Series Contract.
15.2 Force Majeure. Neither the Bowl, the Institution, nor the Institution's
Conference, if any, shall be held in default or liable for damages to the extent or for the period
caused by any delay or failure to perform under this Game Agreement due to causes beyond
the party's reasonable control, including, but not limited to, acts of God, fire, flood, hurricane,
national emergency, insurrection, riot, acts of war, terrorism, quarantine restrictions, embargoes,
strikes, acts of government (including, but not limited to, any law, rule, order, regulation, or
direction of the United States Government or of any other government, or of any department,
agency, commission, bureau, court, or instrumentality thereof, or of any civil or military authority)
(an event of "Force Majeure"), provided, however, that the BOWl, the Institution, and the
Institution's Conference, if any, shall use their commercially reasonable efforts to carry out the
purposes of this Game Agreement notwithstanding the occurrence of an event of Force
Majeure.
15.3 Governing Law. This Game Agreement shall be governed by and construed in
accordance with the laws of the State of Florida without regard to conflicts of law principles
thereunder.
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.~
15.4 Assignment and Delegation. This Game Agreement may not be assigned or
delegated in whole or in part by the Bowl or the Institution without the prior written consent of
the other and of the competing Institution. Any attempted assignment or delegation in violation
of this Section 15.4 shall be void.
15.5 Waiver. Any waiver or consent by the Bowl, the Institution, or the Institution's
Conference, if any, to any variation from any provision of this Game Agreement shall be valid
only in the specific instance in which it is given, and no such waiver or consent shall be
construed as a waiver of any other provision of this Game Agreement or with respect to any
similar instance or circumstance. All waivers to be effective shall be in writing and signed by the
parties hereto or their respective authorized representatives.
15.6 Binding Effect. Subject to the provisions of Section 15.4 of this Game
Agreement restricting assignment and delegation, this Game Agreement shall be binding upon
and shall inure to the benefit of the Bowl, the Institution. and the Institution's Conference, if any,
and their respective successors and assigns.
15.7 Severability. In the event that any provision of this Game Agreement or the
application thereof to any party or circumstance shall be finally determined by a court of proper
jurisdiction to be invalid or unenforceable to any extent, the remainder of this Game Agreement
and the application of such provision to parties or circumstances other than those to which it is
held invalid or unenforceable shall not be affected thereby. and each provision of this Game
Agreement shall be valid and enforced to the fullest extent permitted by law, provided however
that if severance of such invalid or unenforceable provision(s) alters in any substantial and
material respect the economic provisions hereof or of the Bowl Championship Series Contract,
then the parties and the BCS shall agree on appropriate adjustments to this Game Agreement.
15.8 Amendment. This Game Agreement may not be amended, altered, or modified
except by an instrument in writing, duly executed by the Bowl, the Institution, and the
Institution's Conference, if any.
15.9 Governmental Action. The compliance of any of the parties to this Game
Agreement with any governmental action or decree or any order, rule, regulation or decree by
which any party to this Game Agreement is bound which limits, restricts, or affects the
performance of any obligation under this Game Agreement shall not constitute a breach of this
Game Agreement.
15.10 Captions. The captions contained in this Game Agreement are inserted for
convenience of reference only and shall not in any way define 'or affect the meaning,
construction, or scope of the provisions captioned.
15.11 Relationship. No agency, partnership, joint venture, or other representative or
fiduciary relationship between the Bowl and the Institution or the Institution's Conference. if any,
is created by. or may be implied or inferred from, the execution of this Game Agreement, the
conduct of their joint activities as contemplated by this Game Agreement, or the consummation
of the transactions contemplated hereby. It is acknowledged and agreed that each of the Bowl,
the Institution. and its Conference, if any, is acting as an independent contractor.
15.12 Additional Actions and Documents. Each of the parties to this Game
Agreement agrees to take or cause to be taken such further actions to execute, deliver, and file,
or cause to be executed, delivered, and filed, such further documents and instruments, and to
15
use its best efforts to obtain such consents or approvals as may be necessary or as may be
reasonably requested in order to effectuate fully the purposes, provisions, and conditions of this
Game Agreement.
15.13 Unrelated Business Income Taxation. In the event that, in the year in which
the Bowl Game is played, the Bowl shall incur liability for federal or state unrelated business
income tax on advertising or corporate sponsorship revenues it receives from a Bowl Game
related event as that term is defined by the NCAA, the Institution or its Conference, if any, shall
reimburse the Bowl for a portion of such tax under a formula to be determined by the Bowl and
the Institution or its Conference, if any, which shall be in proportion to the amount of the
payment made by the Bowl under the terms of the Bowl Championship Series Contract
compared to the gross receipts of the Bowl as defined by the NCAA for such game.
15.14 Responsibilities of the Institution and Indemnification. The Institution shall
be responsible for, and indemnify and hold the Bowl, the practice site facilities referred to in
Section 9.1 and the Bowl Game Venue harmless from, any and all liabilities arising out of or in
connection with (i) any act or omission on the part of the Institution, the members of its football
team, football coaches and staff, Official Party, marching band, band directors, cheerleaders, or
Institution employees, representatives, or agents, or (ii) any breach or default of any of its
obligations and covenants contained in this Game Agreement, or (iii) its use of the Practice Site
Equipment to be provided by the Bowl to the Institution for use at the practice site facilities,
including, without limitation, any personal injuries, death or property damage, or any damage to,
loss, theft or destruction of the Practice Site Equipment. Nothing in this Game Agreement,
however, shall be construed as an express or implied waiver by the Institution of any applicable
governmental or sovereign immunity, as an express or implied acceptance by the Institution of
liabilities arising as a result of actions which lie in tort or could lie in tort in excess of any
liabilities allowable under applicable law, as a .pledge of the full faith and credit of any state, or
as the assumption by the Institution of a debt, contract or liability of the Bowl in violation of
applicable law. Notwithstanding the foregoing, in the event that an Institution is limited or
prevented from providing the full indemnity provided above, then any liabilities shall be paid by
the Institution from any monies paid or to be paid by the Bowl to or for the benefit of the
Institution under this Game Agreement and the Bowl Championship Series Contract, and any
such amounts may be withheld by the Bowl for such purposes.
The Institution's Conference, if any, agrees to indemnify and hold the Bowl, the practice
site facilities and the Bowl Game Venue harmless from any and all liabilities arising out of or in
connection with (i) any act or omission on the part of the Conference, its employees,
representatives, agents, or designated guests or invitees of the Conference or (ii) any breach or
default of any of its obligations and covenants contained in this Game Agreement.
The Bowl agrees to indemnify and hold the Institution and its Conference, if any,
harmless from any and all liabilities arising out of or in connection with (i) any act or omission on
the part of the Bowl, its employees, representatives, or agents, or (ii) any breach or default of
any of its obligations and covenants contained in this Game Agreement.
For purposes of this Section 15.14, liabilities shall mean all liabilities, expenses,
damages, losses, deficiencies, assessments, interest, penalties, claims, suits, actions,
proceedings, investigations, judgments and costs (including reasonable attorneys' fees and
disbursements) whatsoever, whether suit is instituted or not and, if instituted, at any trial or
appellate level and settlement.
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15.15 Execution. To facilitate execution, this Game Agreement may be executed in
counterparts; and it shall not be necessary that the signatures of each party appear on each
counterpart; but it shall be sufficient that the signature of each party appear on one or more of
the counterparts. All counterparts shall collectively constitute a single agreement. It shall not
be necessary in making proof of this Game Agreement to produce or account for more than a
number of counterparts containing the respective signatures of all of the parties to this Game
Agreement. Delivery of executed signature pages by facsimile transmission shall constitute
effective and binding execution and delivery.
15.16 Survival. The provisions of the last sentences of Sections 6.1(a) through (d),
6.2(a) and (b), and 6.3(a) through (c), Sections 6.4, 6.5, 7.6 and 12.2 and Articles XI and XV
shall survive the performance of this Game Agreement.
15.17 Institution's Obligations.
(a) The Institution hereby agrees to have its football team and representatives of the
Institution available at Miami, Florida, in accordance with the schedule in the Bowl
Championship Series Contract for the Bowl Game, for purposes of participating in such
activities, and to cause its football team and other university representatives, including, without
limitation, its marching band and cheerleaders to participate in the Bowl Game and other events
at the times set forth for such events as reasonably specified by the Bowl, as listed on Exhibit 4.
(b) The Institution agrees to respond to all reasonable requests for information from
the Bowl in any way related to the Bowl Game or other activities, including, without limitation,
team rosters, names of members of the Institution's Official Party and media guides. In
addition, the Institution agrees to promptly furnish the Bowl with a list of current sponsorship
arrangements of the Institution so that the Bowl may identify and attempt to resolve corporate
sponsorship conflicts.
(c) In addition to the appearance of its football team and marching band at the Bowl
Game, the Institution agrees to cause the designated members of its football team and other
representatives of the Institution to be available to attend those events reasonably specified by
the Bowl, including, without limitation, news conferences, press brie'nngs, media/photo day and
post-Game ceremonies and interviews, as listed on Exhibit 4.
(d) Except as otherwise expressly set forth in this Game Agreement, the Institution
shall be responsible for all scheduling and transportation of its football team members and other
representatives of the Institution in connection with both travel to and from and within Miami
Dade, Broward and Palm Beach Counties, Florida, including, without limitation, to practice
facilities and events.
15.18 Bowl Championship Series Contract. The parties acknowledge that this
Game Agreement is subject to the terms and provisions of the Bowl Championship Series
Contract and that they are in agreement with the rights granted and the obligations imposed by
the Bowl Championship Series Contract.
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IN WITNESS WHEREOF, each of the parties to this Game Agreement has caused this
Game Agreement to be duly executed on its behalf by an authorized representative, as of the
day and year first hereinabove written.
THE ORANGE BOWL COMMITTEE, INC.
By:______________
Phillis Oeters
President
B y : . ~ - = - - - - - - - - - - - - - -
Eric Poms
Chief Executive Officer
UNIVERSITY OF IOWA
By:_______________
Name:
Title:
BIG TEN CONFERENCE
By:._______________
Name:
Title:
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