MULTI-MEDIA RIGHTS AGREEMENT THIS MULTI-MEDIA RIGHTS AGREEMENT ("Agreement" or ...

51 Pages·2007·1.36 MB·English

MULTI-MEDIA RIGHTS AGREEMENT
THIS MULTI-MEDIA RIGHTS AGREEMENT ("Agreement" or "Contract") is made
and entered as of the day of , 2006, by and between TEXAS A&M
UNIVERSITY ("University"), a component ofthe Texas A&M University System, an agency of
the State ofTexas and TEXAS A&M SPORTS PROPERTIES, LLC ("Learfield"), a Missouri
limited liability company owned by LEARFIELD COMMUNC ATIONS, INC. and
INTERNATIONAL SPORTS PROPERTIES, LLC.
BACKGROUND TO AGREEMENT
A. University issued a Request for Proposals May 06-0007 for the licensing of rights
associated with its radio and television programming, corporate big screen
sponsorships, electronic (fascia) and permanent and temporary signage, Aggie
Fan Zone, Intemet presence, program sales and printed materials ("RFP").
B. Learfield submitted its proposal to Umversity on December 15, 2005 ("Proposal")
and thereafter submitted a Best and Final Offer to University on January 3, 2006
("BAFO").
C. University subsequently awarded the rights granted imder the RFP to Learfield in
accordance with Learfield's Proposal and its BAFO.
D. This Agreement is intended to set forth the rights, duties, responsibilides of
University and Learfield with respect to the "Multi-Media Rights" associated with
University's athletic programs
E. For purposes of this Agreement, the Term "Multi-Media Rights" shall mean the
exclusive sales and marketing rights, as hereinafter set forth, to inventory,
including, but not limited to, print, media, advertising, existing or new signage not
already contracted to other parties, and other promotional and sponsorship rights
for football, men's and women's basketball games, baseball, softball and other
intercollegiate sports; existing or new temporary signage and promotional rights
for home games; radio and certain television broadcast rights for football and
men's and women's basketball; and any other sponsor-related or promotional
rights to University's athletic programs that may be subsequentiy agreed to
between the Parties.
NOW, THEREFORE, in consideration of the promises and the mutual covenants
contained herein and the foregoing Background, University and Learfield (individually the
"Party" and jointly the "Parties") amend and restate the Original Agreement as follows:
AGREEMENT
1.1 Term of Agreement. This Agreement is effective on the date signed by both Parties
("Effective Date") and shall continue until Jime 30, 2016 unless otherwise terminated as
provided herein ("Original Term"). Each contract year of the Agreement shall commence on
July 1 and end on June 30. Notwithstanding the fact that each contract year begins on July 1, the
University acknowledges and agrees that Learfield's rights and obligations under this Agreement
begin on the Effective Date. On or before the end of the eighth year of this Agreement,
University agrees to negotiate in good faith exclusively with Learfield in order to arrive at
mutually agreeable terms for an extension of this Agreement beyond its Original Term for a
period of five (5) additional years to and including the 2020 - 2021 athletic years ("Extension
Period"). Ifno agreement for an extension is agreed upon by January 1^, 2015, the University
may initiate discussions with other third parties or enter into its competitive RFP process and
University will not be considered to be in breach ofthis Agreement.
If this Agreement is extended for the Extension Period, Learfield will pay University an
Extension Period bonus in the amount of $250,000.00.
1.2 Mutual Cooperation. Throughout the Term of the Agreement, it is the Parties'
intention to cooperate to maximize the opportunities that will foster growth in both the amoimts
and the potential sources of revenue under this Agreement. To that end, the Parties, including
University's Athletic Director will meet, as they mutually agree is necessary, to discuss the rights
and inventory, inventory defined as those University advertising areas, rights or similar assets
fi-om which Learfield may generate revenue as fiirther described but not limited to those items in
Section 2.11.1, granted to Learfield and any imexpected problems arising therefi-om to arrive at
mutually satisfactory solutions. The General Manager of TEXAS A&M SPORTS
PROPERTIES, LLC will be encouraged to attend regularly scheduled University Athletic
Department Senior Staff meetings and will meet each month with University's Athletic Director
or his designee at times mutually agreeable to the Parties. In addition. University will use
reasonable efforts to clearly and concisely define for University's staff the specific roles and
responsibilities which Learfield will undertake with University's Athletic Department, including,
but not limited to, any agreements Learfield enters into with University's coaches which
Learfield and University mutually determine will help maximize revenue generating
opportunities. Learfield agrees any contracts with University coaches are subject to University's
prior written approval, such approval not to be unreasonably withheld. Learfield will keep
University informed on a regular basis and/or upon request by University of its sales and
marketing plans as well as its current activities.
1.3 Additional Multi-Media Rights. Although this Agreement includes specific rights
granted to Learfield, it is agreed that fi'om time to time opportunities for additional Multi-Media
Rights may arise or be created that might not have been contemplated or specifically mentioned
in this Agreement, including, but not limited to, Learfield finding additional ways to leverage the
existing inventory ("Additional Rights"). As prior written approval, which approval will not be
unreasonably withheld, by University ofthe Additional Rights becoming part ofthe Multi-Media
Rights granted to Learfield under this Agreement is required, Learfield is granted the first rights
to a sixty (60) day period, as such period is agreed to by the parties in writing, during which
Learfield may negotiate for University approval of such Additional Rights. If no agreement is
reached, Learfield's exclusive right to negotiate for Additional Rights terminates at the end of
the aforementioned sixty (60) day period. If the nature of the Additional Rights requires the
addition of a significant item of inventory that did not already exist in an athletic venue in any
fonnat and it materially alters the athletic venue within which such item of inventory is to be
used, then Learfield will notify University of such new inventory item in order to obtain
University's approval of such new inventory item, which approval will not be unreasonably
withheld. As a point of clarification, the rights granted to Learfield under this Agreement are
those University controlled rights. Learfield acknowledges and agrees other (post season or
bowl) sponsors may retain certain rights that University is unable to convey and Learfield will
not consider University in breach of this Agreement if University is unable to convey rights
owned by such sponsors. For fiarther clarification. University retains ultimate approval, which
approval will not be unreasonably withheld, regarding any use of its inventory not granted to
Learfield at the time of execution ofthis Agreement.
2.1 Grant of Exclusive Radio Broadcast Rights. University grants to Learfield,
subject to any restrictions and modifications set forth by this Agreement, the exclusive rights to
make live radio broadcasts of all pre-season, regular-season, and post-season football games and
all exhibition, pre-season, regular-season and post-season games for men's basketball and
women's basketball games, baseball games, and softball games, including satellite radio and
Spanish radio broadcasts. All of such broadcast rights shall be exclusive to Learfield and shall
also include any game or games selected for broadcasting by any local, regional or national radio
network, subject, however to any currently existing contracts, commitments or any currently
existing rules goveming University as a result of its affiliation with the Big Twelve Conference
or the National Collegiate Athletic Association (''NCAA") which could limit such exclusivity.
(University represents that it has to the best of its knowledge has provided to Learfield, prior to
execution of this Agreement, copies of all such contracts, rules and regulations then existing).
University acknowledges that broadcast rights to post-season conference and national
toumaments is important to Learfield's revenue, and if such rights are not available to Learfield,
then University shall negotiate in good faith with Learfield for a fair and equitable reduction in
Learfield's guaranteed rights during the time the rights are unavailable. Rights to these specified
games are exclusive of all other individual and independent networks except those officially
designated as origination stations or networks by radio stations considered by University as part
ofthe radio following the opposing team involved in the game being broadcast. Notwithstanding
the exclusive rights granted to Learfield under this Section 2.1, and subject to University's
approval. University student stations may broadcast games, but only on a low power radio station
which will not carry any commercial underwriting or commercial sponsorship or advertising of
any kind for such game.
Learfield shall use its best efforts to provide the widest exposure in the most professional
manner relative to all broadcasts.
2.2 Network. Learfield shall develop a network ("Network") of radio stations to carry
programming, to include all football and men's and women's basketball games, as technically
possible and at the option of the affiliates, throughout Texas. Learfield will use every effort to
provide fiill and complete coverage in the State of Texas, with particular emphasis on the
College Station/Bryan, Houston, Austin, San Antonio, Dallas, Lubbock, Waco, Amarillo, El
Paso, Corpus Christi, Tyler-Longview, Beaumont-Port Arthur, Wichita Falls, Midland-Odessa,
San Angelo and Temple-Belton-Killeen markets, particularly as it relates to program clearance
for football, men's basketball and baseball. In order to enhance the coverage ofthe Network,
Learfield shall provide an additional expenditure of $75,000 in the first athletic year with an
escalation of 5% per athletic year over and above the amount of $150,000 currentiy being
expended ("Additional Clearance Amount") to either upgrade the coverage of the Network in
existing markets such as Dallas or Austin or to expand the coverage into markets not currently
covered under any existing affiliation agreement.
2.3 On-Air Talent. Learfield will employ, at its own expense, any and all personnel
Learfield deems necessary to conduct broadcasts covered by the Agreement. Final selection of
all air talent for all games, including, but not limited to pre-game, post-game, coaches' shows
and other events to be broadcast must have the approval of University which approval will not be
unreasonably withheld. Learfield will pay the play-by-play aimouncer for football, men's
basketball, and baseball (currentiy Dave South) a minimum annual amount of $27,500. The
University may request that Learfield pay this amount directly to the University, on a payment
schedule to be mutually agreed upon.
2,4 Programming. At the sole cost and expense of Learfield, Learfield shall produce,
originate, broadcast and distribute the following programming, in a quality at least
commensurate to the quality of broadcasts historically provided by Clear Chaimel
Communications during the 2005 - 2006 athletic year, with state-of-the-art equipment and
quality:
A. Football. Men's Basketball and Baseball Games. Learfield will provide live
broadcasts of each (i) pre-season, regular-season, conference championship and bowl
games for University varsity football, which may include the spring football game; (ii)
each pre-season, regular-season and post-season men's basketball game; and (iii) each
regular-season and post-season baseball game. Each broadcast shall include pre-game
and post-game shows with live or taped, as available, coaches' interviews, in addition to
comprehensive description of game action. The football pre-game tailgate show for all
home games shall be a minimum of 2 hours in length. Learfield shall pay for and provide
for a play-by-play aimouncer, a color commentator, a producer, and pay all costs
associated with the operation and production ofthe Network.
B. Women's Basketball Games. Learfield shall produce and clear locally each
regular-season and post-season women's basketball game. Each broadcast of women's
basketball games, to include, at a minimum, a fifteen (15) minute pre-game show and a
fifteen (15) minute post-game which shall include either live or taped, coaches'
interviews, in addition to comprehensive description of game action. Learfield shall pay
for all costs associated with the operation and production of the Network. Learfield will
also offer to the entire Network the opportunity to clear and distribute select women's
basketball games which the other affiliates on the Network may choose or not choose to
broadcast.
C. Coaches' Radio Shows. Learfield shall produce, sell and commercially distribute a
weekly coaches' radio show for football, men's basketball and women's basketball and
make all shows available to Network affiliates, subject to technical constraints, and at the
option ofthe affiliates. Learfield will produce and clear approximately twenty-five (25)
football and men's basketball weekly coaches' shows each year that will be sixty (60)
minutes in length. University will make available and provide the services ofthe head
coaches of each such coaches' show and University will pay the compensation of each
coach for such shows. Further, Learfield is hereby granted the exclusive rights, at its
option, to produce coaches' radio shows for other sports. University shall require
coaches to be in attendance at each show agreed to under such contracts, provided the
time commitments undertaken by each such coach is consistent with the coach's primary
coaching responsibilities. The coaches' shows may be broadcast with the coach
participating by telephone in certain limited pre-arranged instances, or, through an
assistant coach under certain limited circumstances. However, University shall make
best efforts to provide such head coaches shows live. In this regard, it is agreed that a
period of time which is sufficient for the production of a sixty (60) minute weekly radio
show will not unduly interfere with a coach's primary responsibiHty to University.
Learfield shall notify University at least ninety (90) days prior to the
commencement of any season whether it intends to broadcast coaches' shows for any
sport in addition to football, men's basketball and women's basketball. In the event
Learfield does not broadcast coaches' shows for any sport other than football, men's
basketball and women's basketball. University may, if it determines there is interest,
produce or have produced a coaches' show for sports other than those identified above.
Learfield may sell a specific placement ofany or all ofthe coaches' shows at a location
to be determined by Learfield, such as a local restaurant or other campus or off-campus
location and University will make the coach available at such location
D. Aggie Sports Todav. Learfield will offer to the affiliates ofthe Network a 3-minute
daily radio program to be known as "Aggie Sports Today". This program will focus on
timely news, interviews, scores and schedules pertaining to University Athletics which
will cover not only football, baseball and men's and women's basketball but also
Olympic sports. This program will air for approximately 32 weeks begirming with the
end ofthe summer football practice sessions and ending with the conclusion ofthe men's
basketball season; however, the number of weeks may be expanded to include the spring
sports season, upon mutual agreement Learfield and University.
E. Athletic Intemet Site and Intemet Video Streaming and e-Commerce. While
University will control and produce its official athletic website and Intemet video-
streaming and e-commerce. University hereby grants to Learfield the exclusive rights to
all revenue generating opportunities, with the exception of apparel and auction items,
which now exist on the University's Official Athletics Website ("OAS")
(www.aggieathletics.com) including, but not limited to, all rights to sell advertising and
sponsorships in the form of company logos and messages on University's OAS, direct
intemet access to other websites if such sponsorships are approved by University, which
approval will not be unreasonably withheld, as well as all other opportunities which now
or in the future may exist on the OAS, including, but not limited to, audio and video
streaming, premium content and other revenue opportunities connected with the OAS.
All resulting revenue derived by Learfield shall be added into the calculation of AGR (as
hereafter defined).
F. Technical Requirements. Learfield shall satisfy University as to all technical
requirements, including, but not limited to, digital quality, which are necessary to
adequately broadcast events and coaches' shows.
2.5 Satellite Radio Rights and Additional Broadcast Rights. During the Term of
this Agreement, Learfield shall use reasonable efforts to secure satellite radio rights, at no charge
to University. Learfield shall be entitied to all rights fees relative thereto. Notwithstanding
anything contained in Section 2.1 through 2.4 to the contrary, it is agreed that from time to time
forms or methods of additional distribution rights may arise or be created that might not have
been contemplated or specifically mentioned in this Agreement, and these rights shall be
subsequently included in the rights granted to Learfield, and the net revenue fi'om such rights
shall be added to tiie AGR.
2.6 Football, Men*s Basketball and Women's Basketball Coaches* Television
Shows. Learfield shall have the exclusive rights to broadcast and sell advertising in weekly
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