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THE WASHIMGTOM REDSKIMS


21300 Redskin Park Drive· Ashburn, VA 20147 • 703-726-7000 • www.REDSKINS.com

LICENSE AND OPERATING AGREEMENT LICENSE AND OPERATING AGREEMENT (this "Agreement") dated as of the ~l~y of , J]JL.i, 2009 by and between WFI STADIUM, INC., a Delaware corporation du1y authorized to do business in Maryland, with its principal office at FedExField, 1600 FedEx Way, Landover.Maryland, 20785 ("WFI") and Virginia Polytechnic Institute and State University, located at e,lAc..\(s6u~b VA. ("Va. Tech")
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WITNESSETH WlIEREAS, WFI owns and operates FedExField (the "Stadium") located in Prince George's County, Maryland; and WHEREAS, Va, Tech desires to enter into this Agreement to participate in a live college' football game vs. Boise State University ("Boise State") to be played on October 2,2010 (the "Event"), (Va Tech and Boise State shall collectively be referred to as the "Teams") and; NOW, THEREFORE, in consideration of the mutual promises and agreements herein contained and for othergood and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. DAMAGE PROVISIONS. a. All contracts, orders, purchase commitments or other arrangements with suppliers, material men or laborers for the production of the Event (including, without limitation, the loading and unloading of Va Tech's . equipment, set-up and tear down of, catering, locker room items, and Team security) shall be made by and in the name of Va Tech or its agents, with WFI having no liability therefore. Va Tech shall use reasonable efforts required any such contract with any relevant party to ensure such party shall take all actions or means necessary as reasonably determined by WFI to protect the Stadium, including its surface, walls, gates, ramps, or environs, from damage while performing that party's contractual obligations and to be responsible for any damage occasioned thereto by such party or its agents; 2. REMOVAL OF PERSONS. WFI reserves the right to eject or cause to be ejected from the Stadium, any person or persons violating the rules or regulations of the Stadium or any City, County or State law and neither WFI nor any of its officers, agents or employees shall be liable to Va Tech for. any damages that may be sustained by Va Tech though the exercise by WFI of such-right. .

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ALTERATIONS. SIGNS, ADVERTISING, ETC.

SUPER BOWL XVII

SUPER BOWL XXII

SUPER BOWL

XXVI

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a. Va Tech shall not mark, paint, drill into or in any way mar or deface any part of the Stadium or make any alterations or improvements in or to the Stadium without the prior written consent ofWFI. b. No advertising, whether by scoreboard, poster, placard, sign, handbills or audible transmission shall be permitted anywhere in the Stadium without the.prior written approvalofWFI. No banner shall.be displayed in the Stadium unless the banner, the banner contents, and the place in which the banner is to be displayed are approved in advance and in writing by WFI. However, in no event shall any banners cover existing Stadium signage. c.: WFI shall have the right to obtain and use the Va Tech's name and/or logo for inclusion in approved Event related advertising and/or material. Any use of the logos shall be subject to the prior approval of'Va Tech, which shall not be unreasonably withheld. 4. COMPLIMENTARY TICKETS/ PARKING PASSES. a.WFI will provide Va Tech with One Thousand Fifty (1,050) complimentary General Admission (reserved, assigned seating) tickets to the Event. b. WFI will provide Va Tech with the following parking privileges: i. ii.
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four (4) reserved bus spaces for the team nine (9) reserved bus spaces for the band five (5) truck/van spaces in the lot closest to the locker room for an equipment truck and vans for managerial staff and cheerleaders thirty (30) reserved spaces in close proximity to the main stadium entrance for Va Tech officers, agents, and guests

5. LUXURY SUITES. WFI shall provide Va Tech with three (3) complimentary Luxury Suites to the Event with locations to be determined by WFI at its sole discretion. Food and beverages will be available through WFI's official concessionaire at the sole cost of Va Tech. 6. GAME DAY OPERATIONS. a. For all purposes related to the Event, Va Tech shall be designated as the home team and Boise State shall be designated as the visiting team. As the home team, Va Tech shall retain all of the standard rights and obligations of the home team of an NCAA college football game including, but not limited to use of the Washington Redskins home team locker room at FedEx Field. b. Va Tech shall be responsible for operating the scoreboard, game and play clock, press box, public address system, and handling all media operations. Va

Tech shall supply reasonably necessary, trained personnel to manage the foregoing operations. c. WI will provide game day personnel to work as "spotters" to assist with gathering statistics and communications with the press box. d. Halftime entertainment shall be provided by Va Tech and shall include its marching band. Va Tech shall pay all costs associated with. the halftime entertainment. e. Va Tech and Boise State have agreed to use Big Ten officials for the Event. Va Tech shall be responsible for coordinating the assignment of officials. Payment of officials will be by Va Tech and Va Tech will reimbursed by WFI for actual cost of officials and replay personnel as part of game day operation expenses. f. Except as otherwise specified herein, WFI shall be responsible for payment of game day operation expenses. 7. MEDIA RIGHTS. a. The Atlantic Coast Conference ("ACC") shall control television rights for the Event. . b. Each ofthe Teams shall retain their individual radio broadcast rights for the Event. .. 8. SPONSORSHIP RIGHTS. WFI shall retain the exclusive right to sell sponsorship and marketing agreements related to the Event. Va Tech is prohibited from selling sponsorship or marketing agreements related to the Event. Notwithstanding the foregoing, Va Tech must give their written approval to a "title" or "name" sponsor for the Event put forth by WFI. Va Tech's approval shall not be unreasonably withheld. . 9. MERCHANDISE SALES. WFI shall control the sale and distribution of all Event related merchandise as well as Va Tech merchandise through existing WFI retail locations so long as WFI is iicensed by Virginia Tech or WFI purchases the merchandise through an existing Va Tech licensee (ie. Russell). WFI shall retain all merchandise revenue and pay for all . merchandise related expenses. WFI shall purchase the Va Tech merchandise through Va Tech or a Va Tech licensee and sell on a consignment basis. WFI will also continue to sell Washington Redskins merchandise throughout the Event. 10. FIELD USE. Va Tech shall have access to the playing field,at FedEx Field for a sixty (60) minute walk-thru during a mutually agreed upon time on the day prior to the Event. 11. CREDENTIALS. WFI and Va Tech will mutually agree upon the number of credential passes for admission to and from the Stadium on the Event date to be used by the

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media, school participants, representatives from the NCAA, and other parties reasonably determined by the parties to require access to the Stadium. Virginia Tech will coordinate the, printing of such credentials and be reimbursed for the actual cost as a game day operation , expense. 12. PROHIBITED ITEMS/ SECURITY. a. No weapons or other items prohibited by WFI (e.g. guns, 'bottles, alcohol, etc.) of any kind or nature shall be permitted to be brought into the Stadium and WFI shall have the right, in its sole discretion; to request an advance weapon check for any person entering the Stadium. Any person found carrying a weapon shall not be permitted to enter the Stadium. b. It is hereby understood and agreed that WFI, in its sole discretion, after consultation with Va Tech, shall be entitled to utilize special security equipment anywhere in the Stadium, including, but not limited to, any entrances to be utilized by the public or Va Tech or their employees, agents or guests. c. As between the parties, any and all security requirements or problems will be brought to the attention of, and will be subject to the ultimate authority and control ofWFI's security personnel. 13. SETTLEMENT AND EXPENSES. a.' As full consideration for Va Tech's use of the Stadium and WFI's provision of the Stadium, WFI shall pay Va Tech the sum of Two Million Three Hundred Fifty Thousand Dollars ($2,350,000) (the "Settlement"), such Settlement to be made within forty-five (45) days following the Event. Va Tech shall not be entitled to any additional fees beyond the Settlement amount, including but not limited to revenue from ticket sales of General Admission, Club, Loge, and Luxury Suite licensing fees; parking fees, concessions, merchandise sales, and Admissions and Amusement Taxes. b. Notwithstanding the foregoing, WFI agrees to reimburse Va Tech for reasonable and customary actual travel expenses incurred, including but not limited to bus rental and hotel costs. In addition, WFI shall reimburseVa Tech for actual expenses to compensate personnel required for' game day operations (as described in Section 6 above) tip to a maximum of$5,000.00. Va Tech shall provide WFI with an accounting of reimbursable travel-related expenses, and game day operations expenses within thirty (30) days after the Event.

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,14. , EVENT TERMINATION. If Boise State i) notifies either W¥I or Va Tech of their intention to not participate in the Event, or ii) Boise State fails to participate in the Event for any reason whatsoever (other than 'a force majeure event which is described in Section 16 below), this Agreement shall terminate immediately with respect to the Event, without any liability of either party (WFI or Va Tech) to the other. In case of such termination, WFI shall not be obligated to pay to Va Tech any portion of the Settlement or travel expenses as provided herein. ' 15, VA TECH LIMITED LIABILITY. Va Tech is a state educational institution and .enjoys the sovereign immunity of the Commonwealth of Virginia. 'Without waiver of this immunity and to the extent permitted by the Constitution and laws of the Commonwealth of Virginia, Va Tech shall be solely responsible where found liable, to the extent covered by insurance, for the payment of any .and all claims for loss, personal injury, .death, property damage, or otherwise, arising out of any act or omission of its employees or agents in connection with this Agreement. Nothing herein shall be deemed an express or implied waiver of the , sovereign immunity of the Commonwealth. WFI shall be solely responsible where found liable , for the payment of any and all claims for loss, personal injury, death, property damage, or otherwise, arising out of any act or omission of its employees or agents in connection with this Agreement." ,

16. FORCE MAJEURE. If, through no fault ofWFI, the Stadium or any other part . thereof are damaged, destroyed or-rendered unusable by fire or other casualty or unforeseen occurrence to the extent that it is unsafe or impossible to hold the Event at the Stadium or for any other reason beyond WFI's or Va Tech's reasonable control, or if there exists a public emergency or another type of force majeure event occurs outside of the control of the parties (including, without limitation, war, act of terrorism, artist illness, injury or death) rendering performance of this Agreement by WFI or Va Tech impossible, including, without limitation, the requisitioning of the Stadium by the United States, the State of Maryland, or any other authority, this Agreement shall terminate with respect to the Event, without any liability of either party to the other. In any such event, the parties shall in good faith discuss and attempt to agree upon a re-scheduling of the Event (it being understood that neither party shall be obligated so to agree), and WFI shall not be obligated to pay to Va Tech, any portion of the Settlement as provided herein.
17. NOTICES. Each notice, request, demand, payment, consent, approval or other communication required or permitted under this Agreement (collectively, "notices") shall be in writing and shall be deemed to be given ifhand delivered, sent by Federal Express, or sent by facsimile transmission (with confirmation of receipt). Any such notice shall be deemed given when received or when delivery is refused. All notices shall be sent to:

WFI

Redskin Park Attention: General Counsel 21300 Redskin Park Drive Ashburn, VA 20147
(703) 726-72 6 (FAX)

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VA TECH

Virginia Tech Athletics Department Attention: Jim Weaver, Director of Athletics' 350 Jamerson Athletic Center Blacksburg, VA 24061 (540) 231-2149 (FAX)

18. TIME OF THE ESSENCE. The parties acknowledge and agree that time and exact performances are of the essence of this Agreeinent. 19. APPROVALS. a. Va Tech further represents to WFI that it has the power to enter into this .Agreement on the. Event Date set forth herein, that the consent of no other person or entity (governmental or otherwise) is required in connection therewith, and that this Agreement constitutes a valid and binding obligation of the. Va Tech, enforceable against Va Tech in accordance with the terms hereof and has been signed by a du1y authorized officer or representative of Va Tech. b. Any approvals required to be given hereunder withheld or delayed. . 20. DEFAULT/CURE PERIOD. a. Va Tech shall be in default if Va Tech fails to perform any of its material obligations herein and such failure continues for a period offive (5) busiriess days following notice of WFI to Va Tech of such breach. This cure period is not applicable to breaches incapable of being cured within such time frame and shall be extended for any such period of time as reasonably necessary. WFI shall be in defau1t if (i) WFI fails to make required payments and suchfailure continues for five (5) business' days, or (ii)WFI fails to perform any of its other material obligations herein and such failure continues for a period of five' (5) business days following notice of Va Tech to WFI of such breach. This cure period is not applicable to breaches incapable of being cured within such time frame and shall be extended for any such period of time as reasonably necessary. shall not be Unreasonably

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21. CONFIDENTIALITY. In connection with the activities under this Agreement, each party may, from time to time be exposed to certain proprietary business and financial information n..f"+l"o ,..,.-40ho.,.. j;JUL".1 ho~a+n. 1"("1",.,+;,.101,.,+101 T..... 'f"t.':l......I-Yr .f"n.........,n+~I"\_"\ Dnnk _n-hl" n.,._..oon +_ 1,.0.0_ 4-t...~ uvu. J». l'aJ.".1 Confidential Information of the other party hereto strictly confidential and not to release or divulge such information to any person (other than to agents or employees of such party who have reasonable heed to know such information in connection with the performance of such party's obligation hereunder who agree to keep such information confidential in accordance with
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the terms hereof and for whose compliance herewith such party shall be liable) except as . required by law and except in the case ofWFI for disclosures to or as required by the National Football League and for Va Tech for disclosures as required by the NCAA. Confidential 'information shall be marked as confidential if disclosed in writing or, if verbally disclosed shall be identified as confidential at the time of disclosure and the disclosing party shall confirm the .confidentiality in writing within thirty days thereafter. For purposes hereof the term "Confidential Information" does not include information that (i) is already in the recipient's possessiori or control prior to the date of disclosure (provided that such information is not known by the recipient to be, subject to another confidentiality agreement with, or other contractual, legal or fiduciary obligation of secrecy to, the disclosing party), (ii) was or becomes generally available to the public other than as a result of a disclosure by the recipient or any of its representatives by reason of any default with respect to a confidentiality obligation under this Agreement or (iii) becomes available to the recipient on a non-confidential basis from a source other than the disclosing party, .provided that such source is not prohibited by a confidentiality , agreement with or other contractual, legal or fiduciary obligation of non-disclosure to the disclosing party, This paragraph shall survive the expiration or termination of this Agreement. IN WITNESS WHEREOF, WFI and Va Tech have executed this Agreement in multiple counterpart copies, each of which shall be deemed an original as of the date first set forth above. VIRGINIA POLYTECHNIC INSTITUTE AND STATE RSITY

NAME:

TITLE:

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. Department of Intercollegiate Athletics

1910 UniversiiyDrive

Boise, Idaho 83725-1020 phone 208 426-1288 fax 208 426-1778

www.broncospc:irtsicom

FOOTBALL GAME AGREEMENT TIllS AGREEMENT, made and entered into this 19th day of June 20.09, by and between the Department of Intercollegiate Athletics at BOISE STATE UNIVERSITY ("Boise State"), and VIRGINIA POLYTECHNIC INSTITUTE AND STATE UNIVERSITY ("Va. Tech") stipulates: FIRST: That the teams representing Boise State and Va Tech shall compete in men's football on Saturday, October 2,20.10. at FedEx Field located at 160.0.. FedEx Way, Landover, MD 20785-4236 (''the Game"). SECOND: Thatthe full and Complete consideration paid to Boise State will be the responsibility 6fWFI Stadium, Inc. tlD1U>:Thatthe officials for this event shall be selected by the Big Ten . Cbmerence. Va, Tech will pay the officials according to the officials" conference· lilte and be reitribursed ·by WFI Stadium, Inc. as a game day personnel expense •. . . FOURTH: That all players or contestants representing either institution in said game shallbe, eligible under the rules and regulations of the NCAA and their-respective Conferences. .. .. FIF1H: That Boise State shall have the rights to televise the Game back to its:I~al mat~~t at no .cost assuming there is no 'national broadcast.' .. .." . SIXTH: That Va, Tech shallgrant to Boise State permission to originate a radio . broadcast from the·game site by a station designated "': BOise state afnocost . by . .
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. SEVENTH: That,'for allpurposes related to the Game, Va. Tech shall be desi~oo. ~ *.behome team and Boise State shall be designated as the visiting team. As the home team, Va. TeCh shall retain all of the standard rights and obligations of the home team of an NCAA college football game including' but-not limited to useof'the Wasbirigron Redskins home team locker room at FedEx Field. As the visiting team, Boise State shall have use of the visiting team locker room at FedEx Field.
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to Boise State prior to Wednesday, July 15,2009 . . . .


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EIGH1H:That

this contract shall be null and void if not signed and returned

. .... ~:' . That this contract shall be void in the event that 'it becomes . impossiijlet() playsaid football game for the reason offire, flood, earthquake, war, invasion; hostilities, . rebellion, insurrection, confiscation . by. otder ofthe·goveriunent, ,'.... . '
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military or public authority, or prohibitory or injunctive orders of any competent judicial or other governmental authority, civil or military. TENTH: That this contract shall be void in the event that either Boise State or Va. Tech fail to enter into an agreement with \VFI~Stadium, Inc. to host the Game on Saturday; October 2, 2~10 at FedExField_in Landover, MD. _It is understoodthat both Boise State and Va. Tech must successfully enter ,i1itoseparate agreements With WFI, Stadium, Inc. in order for this agreement to become binding. ' ELEVENTH: That either party failing to comply with the conditions of this contract, for any reason other than those contained in Article Nine, either by cancellation .or failure to appear; shall forfeit money in the amount of $1,000,000 unless such ca:ri~eIlatiorishallbe, by tt1litrial'corlSent;'iriwhieh:case' this"agfeetnent shiill be'null and, void,:' ..: '" :"\ v ,'.' ·:1.: :.,,:. ' . ;, :;; '.;.

APPRovED:

:ANn ,StATE tiNIvERSITY

VIRGINfAPOL YTECHNICINSl1TUTR

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.BOISE S'fATE,UNIVERSITY"
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Other Institutional Authority DATE:,

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