uil and cowboys stadium lp 2014 contract

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University Interscholastic League Texas State ChampionshipsUSE AGREEMENT

This Use Agreement ( "Agreement ") is made and entered into as of the day of

2014 ( the " Effective Date ") by and among COWBOYS STADIUM, LP ( hereinafter

refer ed to as " CSLP "), and University of Texas at Austin on behalf of University Interscholastic

League ( "UIL ") ( hereinafter referred to as the "PARTICIPANT "), CSLP and the PARTICIPANT shall

be referred to herein individually as " Party" and collectively as the "Parties"

RECITALS

CSLP is the tenant of AT &T Stadium located in the City of Arlington, Texas ( the " City") ( theStadium "). As tenant, CSLP has the authority to contract with PARTICIPANT for the use of the

Stadium. As used herein the term ' Stadium' shall include all of the grounds surrounding the same

and all facilities, including parking areas, used in connection therewith.

PARTICIPANT and CSLP have agreed upon the use of Stadium by PARTICIPANT for a series

of UIL Texas High School Football State Championship Games during the Term ( as defined in

Section 1. 3) ( the " Event "). The participating teams ( the " Teams ") and kick -off times will be

announced as soon as possible prior to the Event.

Therefore, in consideration of the mutual promises and covenants herein contained, and

other good and valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, the Parties hereto agree as follows:

ARTICLE I

USE AGREEMENT

Section 1. 1 Lease

CSLP does hereby grant unto PARTICIPANT the use of the Stadium, as defined herein, for

the Term and in accordance with the terms and conditions set forth herein. The PARTICIPANT

acknowledges and agrees that various other activities ( e. g., tours, catered events, meetings) will be

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held at the Stadium during the Term and these activities may continue on any non -Event day so

long as they do not, in CSLP' s sole discretion, materially interfere with the Event.

PARTICIPANT shall choose in its sole discretion, all participating Teams. PARTICIPANT

covenants that it has complete authority to require the Teams to comply with the terms set forth

herein and that PARTICIPANT will use its best efforts to ensure the Teams are responsible for the

Teams actions or omissions for the Event.

CSLP, with the authority to contract for the use of the Stadium, in no way represents or

warrants having any role in the competition of the Event. This includes but is not limited to

selecting participants, judging, or making any decisions related to the results of games.

Section 1.2 Rental:

PARTICIPANT shall pay to CSLP as a use charge for the Event in the Stadium the sum of One

Hundred and Fifty U. S. Dollars ($ 150,000.00) ( "Use Charge') per year during each year of the Term

and any extensions to the Term. Such Use Charge includes individual Team rental fees and shall be

broken down as follows:

Event Use Charge Team Rental Total

Event Day One 18,000.00 2, 000.00 ($ 500 /per team) 20,000.00

Event Day Two 25,000.00 4,000.00 ($ 500 /per team) 29, 000.00

Event Day Three 45,000.00 3, 000.00 ($ 500 /per team) 48,000.00

Event Day Four 50,000.00 3, 000.00 ($500 /per team) 53,000.00

The amount of the Use Charge is proprietary and confidential to CSLP and the disclosure of

such information would place CSLP at a competitive disadvantage.

Section 1. 3 Term:

This Agreement shall commence on the Effective Date and end on December 21,

2014 unless otherwise extended or terminated pursuant to the terms hereof ( the " Term ").

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PARTICIPANT will have the option to renew this Agreement for one ( 1) additional one ( 1) year

term. Each year of this Agreement is referred to by "Term'. The Event shall consist of the following

football games for 2014: `Event Day One'- 1A 6 -Man Division II to be held on December 13, 2014 at

12: OOp.m. and 1A 6 -Man Division I to be held on December 13, 2014 at 3: OOp.m.; ' Event Day Two' -

2A Division 1I to be held on December 18, 2014 at 10:OOa.m., 2A Division I to be held on December

18, 2014 at 1: OOp.m., 3A Division Il to be held on December 18, 2014 at 5 :00p.m, and 3A Division I

to be held on December 18, 2014 at 8: OOp.m.; " Event Day Three'- 4A Division II to be held on

December 19, 2014 at 12: OOp.m., 4A Division I to be held on December 19, 2014 at 4:OOp.m. and 5A

Division II to be held on December 19, 2014 at 8: OOp. m.; "Event Day Four'- SA Division I to be held

on December 20, 2014 at 12: OOp. m., 6A Division II to be held on December 20, 2014 at 4:OOp. m. and

6A Division I to be held on December 20, 2014 at 8: OOp. m.

CSLP shall make the Stadium available, at no charge, for PARTICIPANT to hold a walk

through the day before, and on the day of, the Event, subject to NFL scheduling.

ARTICLE II

FACILITY, EVENT MANAGEMENT AND PROMOTION, MEDIA, PERSONNEL

Section 2. 1 Facili :

CSLP agrees to use reasonable efforts to furnish PARTICIPANT the Stadium in a condition

comparable to other NFL facilities. CSLP shall be responsible for meeting all federal, state and local

government code and Americans with Disabilities Act ( ADA) requirements that will apply to the

Stadium.

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Section 2. 2 Playing Surface: Other Areas:

CSLP shall choose and provide the Event playing surface ( Le., field preparation, including

high school goal posts) to PARTICIPANT and shall reasonably comply with PARTICIPANT' S rules

and regulations. PARTICIPANT shall be permitted to place Team logos and /or PARTICIPANT logo' s

on the sidelines but in no event shall be permitted to alter the field of play.

No glass containers of any type ( e.g., glass beverage bottles) will be permitted on any

portion of the field at any time. Except specifically authorized in this Agreement, PARTICIPANT

shall not attach any signs, props and /or other equipment to any structure on, in or around the

Stadium, nor shall it modify, alter, and /or improve any portion of the Stadium without the prior

approval of CSLP, which approval may be granted or denied by CSLP in exercise of its sole and

absolute discretion.

Section 2.3 Event Management: Marketing and Promotion:

CSLP will handle the conduct and operation of the Event and the preparation thereof.

Notwithstanding the above, PARTICIPANT shall acquire any necessary event - specific permits

and /or licenses. In addition, PARTICIPANT shall handle promotion and marketing of the Event,

provided. that CSLP cooperates and reasonably assists in such promotion and marketing as needed

by PARTICIPANT.

Section 2. 4 Media and Television:

CSLP will provide PARTICIPANT with reasonable support at no additional cost for media

relations efforts, including a dedicated media liaison for PARTICIPANT as a point of contact. In

addition, CSLP shall include a high capacity copy machine, wireless Internet access and concession/

food options for purchase in the Press Box. In addition, CSLP and PARTICIPANT shall mutually

agree to the date and location of a press conference with respect to the Event.

CSLP agrees that, upon request of PARTICIPANT, Post -game Interview accommodations will

be available in a designated area, including a raised stage with tables and chairs for six- eight ( 6 -8)

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people, pipe and drape backdrop, two- three ( 2 -3) microphones for tables, multi -box, wireless

Internet connections and audience seating for a minimum of fifty (50) people.

CSLP agrees that PARTICIPANT has exclusive authority to enter into contracts granting

exclusive television, terrestrial and satellite radio rights, and game - program rights for the Event

and that PARTICIPANT will retain all rights fees associated therewith. CSLP agrees, at no cost to

PARTICIPANT or its broadcasters to cause the Stadium to provide reasonable access, credentials

and arrangements for approved radio and television broadcasters and other related, necessary

personnel at the Stadium, including access and arrangements for broadcast crews and equipment,

except that the broadcasters will be responsible for normal access and utility costs charged by the

Stadium.

Section 2. 5 Personnel:

CSLP agrees to provide to PARTICIPANT all staffing of personnel necessary for the Event (to

be determined in CSLP' s reasonable discretion and based on prior events of similar size, nature and

scope). Notwithstanding the foregoing, PARTICIPANT shall provide and be solely responsible for

all game officials ( e. g., referees, chain gang, etc.), public announcer, color guard performers,

statisticians and national anthem performer(s). CSLP shall provide the scoreboard / clock

operator(s).

ARTICLE III

EXPENSES & REVENUE

Section 3. 1 Expenses & Revenue:

The expenses for the Event ( as preliminarily set forth in Exhibit D) shall include but are not

limited to costs for ticket takers, janitors and matrons, security personnel, ushers, medical

personnel, electrician, clean -up staff, City personnel, event staffing, other staffing, utilities, catering,

event operations ( including field conversion and restoration pursuant to Section 2.2), event

marketing and promotion, permits and licenses, and box office services ( including ticket and

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parking pass printing, sale of tickets and parking pass) ( the " Expenses "). CSLP' s respective

Expenses shall be paid accordingly from CSLP' s Event revenues. Notwithstanding the foregoing,

PARTICIPANT shall be responsible for all game personnel ( officials, referees, chain gang, public

announcer, color guard performers and national anthem performers), credit card fees and press

box costs and post -game interview room costs.

CSLP shall retain for the Event all proceeds from parking ( except as provided in Section 4.4

below), CSLP- Merchandise, concessions and catering commissions and suite rental agreements.

Subject to the provisions of this Agreement, PARTICIPANT shall receive the following other

revenues generated from and related to the Event: admission ticket sales ( excluding long -term suite

ticket sales) and Event sponsorship revenue generated from approved Event specific corporate

partner( s), PARTICIPANT- Merchandise and /or Event - specific Merchandise ( less applicable

commissions as set forth in Section 5.6). Notwithstanding the foregoing, CSLP shall retain ten

percent ( 10 %) of the gross proceeds from admission tickets on Event Day One if admission ticket

gross sales exceed Sixty Thousand U.S. Dollars ($ 60,000.00) for such Event Day One and ten percent

10 %) of the gross proceeds from admission tickets on Event Day Two, Event Day Three, and Event

Day Four respectively, if admission ticket gross sales exceed Ninety Thousand U. S. Dollars

90,000.00), for Event Day Two, Event Day Three, and Event Day Four respectively ( collectively

referred to as the "Ticket Sales Bonus "). All revenues due to CSLP under this Agreement shall be

paid by PARTICIPANT as soon as possible after the Event but in any event within thirty (30) days

following the Event. CSLP shall remit appropriate revenues to Legends Hospitality, LLC

Legends ") that are not paid directlyto Legends by PARTICIPANT ( if any).

ARTICLE IV

TICKETS, SUITES AND PARKING

Section 4.1 Tickets:

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PARTICIPANT shall have authority and control on the pricing and design of all tickets and

will retain all gate revenues, provided that PARTICIPANT will consult with CSLP in advance

regarding pricing.

Texas High School Coaches Association ( THSCA) membership card - holders shall receive

free admission to the Event.

PARTICIPANT will furnish free of charge to CSLP two hundred (200) complimentary tickets

per game, for each Event Day. PARTICIPANT shall retain three hundred ( 300) tickets for the game

on Event Day One, four hundred ( 400) tickets for the games on Event Day Two and Event Day

Three, and five hundred and fifty (550) tickets for the games on Event Day Four free of charge.

PARTICIPANT shall retain the complimentary tickets, credentials and parking passes free of charge

for each participating school as set forth in Exhibit E. The total number and face value of

complimentary tickets issued in accordance with Exhibit E shall count towards the Ticket Sales

Bonus thresholds as set forth in Section 3. 1. CSLP has the right to purchase an additional five

hundred (500) tickets at face value.

Section 4.2 Suites:

PARTICIPANT shall have the exclusive use, free of any rental charge of four (4) suites per

Event Day and one ( 1) suite for each Team on each Event Day designated by CSLP. CSLP shall

provide basic food catering and non - alcoholic beverages in two ( 2) non -team suites for each Event

Day. CSLP will retain the use of and revenues ( including but not limited to long -term suite ticket

sales) from all other suites in the Stadium.

Section 4.3 Parine:

Parking prices shall not exceed Ten U.S. Dollars ($ 10. 00) per space including the parking

tax. CSLP will furnish PARTICIPANT with one hundred and twenty five ( 125) parking passes for the

game on Event Day One and two hundred and fifty (250) parking passes on Event Day Two and

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Event Day Three, and four hundred and twenty five (425) parking passes on Event Day Four, free of

charge. CSLP and PARTICIPANT shall mutually agree upon the locations of the parking passes.

PARTICIPANT shall have the right to conduct advance sales of parking passes for Event day.

CSLP shall conduct sale of parking passes both in advance and on the day of the Event.

PARTICIPANT and CSLP shall coordinate such advance sales. All revenue due to CSLP for parking

passes sold by PARTICIPANT shall be paid to CSLP within thirty (30) days following the Event.

CSLP shall have the right to design parking passes, and shall retain all revenue paid by a

sponsor relating to the sponsorship revenues from the logos, etc. placed on said parking passes.

Printing will be the responsibility of CSLP.

Section 4.4 Box Office:

CSLP will perform all box office services including ticket printing, will -call services,

credential pick -up and box office management for PARTICIPANT ( at PARTICIPANT' S request) on

the day of the Event without additional cost to /at the expense of the PARTICIPANT ( excluding any

ticket service fees).

Section 4.5 The City: City Taxes:

PARTICIPANT agrees that all tickets and programs for the Event in AT &T Stadium will

identify AT &T Stadium as being located in Arlington, Texas, if a city is to be identified. The City of

Arlington will assess a 10% admissions tax on all tickets sold and a $ 3 tax on each parking pass sold

to the Event. CSLP ( or the ticket buyers, as the case may be) shall be responsible for all taxes,

licenses and fees that arise from or are associated with the production of this Event.

Section 4.6 Credentials

CSLP will provide credentials for all media production, press box and sideline access.

PARTICIPANT shall maintain control of and approve all credential requests at its discretion,

provided that, PARTICIPANT gives CSLP the final list of approved credentials within twenty four

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24) hours prior to each Event Day. CSLP and PARTICIPANT shall mutually agree to the credential

pickup dates, location and times for each Event Day.

ARTICLE V

CONCESSIONS, CATERING, HOSPITALITY, SPEICAL EVENTS, MERCHANDISE

Section 5. 1 Concession Sales:

CSLP ( or its designee, Legends) shall designate and control the menu items, prices to be

charged, and the operation of all concession areas. CSLP shall indemnify and hold PARTICIPANT

harmless with respect to all concession sales, excluding PARTICIPANT' S negligence or willful

misconduct.

Section 5. 2 Caterine:

Legends is the exclusive caterer of CSLP and will provide all catering services ( food and all

beverages) for all areas associated with and controlled by PARTICIPANT for private entertainment

including but not limited to the grounds surrounding the Stadium, all hospitality areas, and any

special events. PARTICIPANT shall not be permitted to bring its own food or beverage without the

prior written consent of Legends. PARTICIPANT shall pay all costs and expenses associated with

such catering services, unless PARTICIPANT desires to have their own catering service for a specific

function outside the Stadium ( i. e., grounds surrounding the Stadium) in which case they shall pay

CSLP a buy -out of Fifteen Thousand U. S. Dollars ($ 15, 000.00) for such function ( the " Buy - Out ").

The Buy -Out does not include costs and expenses associated with the sale and distribution of

alcoholic beverages. Legends shall at all times control the sale and distribution of alcoholic

beverages in the Stadium, on Stadium grounds, in suites and club areas, parking areas, and all other

areas adjacent to the Stadium.

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Section 5. 3 Hospitality Tents and Areas:

CSLP shall have control over all hospitality areas ( including but not limited to Stadium

concourse areas, Stadium plazas, etc.) ( subject to Section 5. 4 below) and all revenues derived

therefrom.

Section S. Special Events:

PARTICIPANT has the right with CSLP' s prior consent to stage, free of rental charge, special

events in the plazas around the Stadium up to twenty four ( 24) hours prior to any Event subject to

NFL requirements. Such special events will be, but are not limited to, pep rallies, parades, contests,

and /or interactive fan fests. PARTICIPANT shall be responsible for all costs and expenses

associated with such special events and shall be required to use Legends for any catering services

as set forth in Section 5. 1).

PARTICIPANT shall retain all admission revenue generated from the event( s) ( less any

applicable admissions tax) described in this Section. CSLP retains all proceeds from concessions

and parking generated by such events.

Subject to prior approval of PARTICIPANT, with such approval not unreasonably withheld,

CSLP ( or its affiliate Legends) shall have the right to contract for and stage alternate on -site fan

interactive events in and around the Stadium prior to and on an Event day ( each a " CSLP Special

Event "). CSLP shall be responsible for all costs and expenses associated with a CSLP Special Events

and shall retain all revenues generated therefrom ( less any applicable admissions and parking

taxes). CSLP and Legends shall indemnify and hold PARTICIPANT harmless with respect to all CSLP

Special Events and any third party claims relating thereto ( including, but not limited to physical

injury and property damage resulting from the operation of the CSLP Special Events) excluding (but

only to the extent of) PARTICIPANT' S negligence or willful misconduct.

Section 5. 5 Alcohol:

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The sale of alcoholic beverages by Legends is only allowed in the Stadium suites and

Owners and Legends Club areas under the control of CSLP. There will not be any sale of alcoholic

beverages on Stadium grounds, in parking areas and all other areas adjacent to the Stadium.

Section 5.6 Merchandise:

PARTICIPANT ( or their designees) will produce, and provide to CSLP, PARTICIPANT' S-

specific merchandise ( i.e., bears only PARTICIPANT'S marks and logos) ( the " PARTICIPANT -

Merchandise") and Event - specific merchandise ( i.e., bears the Event- specific logo as described in

Section 6.4) ( the " Event- Merchandise ") for CSLP ( or its designee) to sell prior to, during and

immediately after the Event. CSLP ( or its designee, Legends) will be permitted to retain twenty -fivepercent ( 25 %) of the net proceeds of such sales as compensation for selling such items and will

return any extra inventory and remit the remaining proceeds to PARTICIPANT in a timely manner.

CSLP shall have the right to sell any merchandise not related to the Event ( "CSLP- Merchandise ")

during the Term and retain all proceeds associated therewith.

ARTICLE VI

EQUIPMENT, VIDEO BOARDS, SIGNAGE, SPONSORSHIPS, TRADEMARKS

Section 6.1 E ui ment:

As soon as possible after the execution of this Agreement, qualified representatives of CSLP

shall consult with PARTICIPANT' S technical representatives to ascertain procedures for fulfilling

the power and other technical requirements of PARTICIPANT. PARTICIPANT must coordinate with

CSLP General Manager or his representative all use of handheld transmitters and receivers ( i. e.,

two -way radios, walky- talkies, wireless mics, wireless computer and camera systems).

CSLP will provide experienced and professional personnel to operate and provide

maintenance, at no charge to PARTICIPANT, for:

Public Address System

Center Hung Video BoardsLED Ribbon Boards

Television Monitors in all Areas of the Stadium

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Telephones for all Press Areas

Copiers /Fax Machines

Wireless Internet (Wi -Fi)

on -Field Microphone

Emcee

PARTICIPANT and CSLP agree outside speaker systems of the Teams shall not be allowed.

PARTICIPANT acknowledges that the cost of the phone lines and any incidental charges for

these phone lines shall be paid by the media companies and individuals using those facilities, or by

the PARTICIPANT. If the media companies require uplink services, they should contact the then

satellite uplink services company and all expenses shall be borne by the media entities or

PARTICIPANT.

Section 6.2 Video Boards:

PARTICIPANT may provide to CSLP certain mutually agreed upon Stadium messages that

PARTICIPANT would like CSLP to display on the center hung video boards, LED ribbon boards,

other message boards, public address system and any other means for addressing the public

consistent with Section 6. 3 hereof. PARTICIPANT may hire the public address

announcer. Notwithstanding the above, CSLP shall have complete and total control and authority

on the usage and production of all messages that appear on the center hung video boards, LED

ribbon boards, the Miller Lite video boards installed in the South end zone of the Stadium interior

the " Miller Boards "), and other message boards including but not limited to all video display

screens throughout the building (collectively, the "Video Boards ") and to the extent CSLP approves

the use of such Video Boards for PARTICIPANT' S messaging, CSLP will supply to PARTICIPANT

professionally trained technicians to operate the Video Boards and to handle any equipment

malfunctions that may occur. CSLP will cause the Miller Boards to " go dark" for this Event due to

PARTICIPANT' S alcohol advertising restrictions. In addition, CSLP shall control all television

monitors available in and around the Stadium, including, but not limited to, Seating Areas, Press

Boxes, Private Suites, concourses, Club areas, hospitality /plaza areas, Interview Areas, etc. CSLP' s

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technical guidelines for use of Video Boards and Stadium sound are as set forth in Exhibit

C. Furthermore, in accordance with Section 6. 3 below, CSLP shall have the right to permit existing

sponsors of CSLP to provide advertising on the Stadium grounds and within the Stadium through

the Video Boards.

Section 6.3 Signage and ponsorshin:

CSLP shall have the right to display Sponsor signage from pre - existing relationships

including but not limited to those listed in Exhibit B throughout the Stadium and on the grounds

surrounding the Stadium and via all media available.

PARTICIPANT shall have the right to sell Event sponsorships and display in and around the

Stadium certain mutually agreed upon temporary advertising, marketing, sponsorship or other

identification during and concerning the Event, provided that ( i) no sponsorship sales are to an

Exclusive Sponsor without prior written consent from CSLP, Cii) such sponsorship sales are not to a

competitor of an Exclusive Sponsor, ( iii) such temporary signage ( including any pre - existing

PARTICIPANT' S sponsors) is not for a competitor of an Exclusive Sponsor of the Stadium and ( iv)

PARTICIPANT and CSLP coordinate and mutually agree to the actual display and quantity of such

advertising. Notwithstanding the preceding sentence, CSLP retains the right, in its sole discretion,

to withhold approval for any PARTICIPANT' S signage /advertising and to run its own

advertising /signage in the Stadium. For the avoidance of doubt, PARTICIPANT has the following

pre- existing sponsors: Academy Sports and Outdoor, Baden Sports, Balfour, Best Western, Dairy

Queen, Ford, Fox Sports Southwest, Gatorade, Max Preps, Nike, State Farm and USA Football.

Furthermore and notwithstanding anything contained in this Agreement, its Exhibits or

otherwise communicated between the Parties, PARTICIPANT acknowledges that AT &T Services,

Inc. ( "AT &T ") is the exclusive naming rights holder to the Stadium and as such PARTICIPANT

understands and agrees that it is prohibited from displaying any branding or advertising of any

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AT &T competitor, as determined by CSLP in its sole discretion, in connection with the Event in any

matter or advertising medium whatsoever.

Section 6.4 Trademarks:

The PARTICIPANT shall permit CSLP to use its respective marks and logos ( and to create an

Event - specific Iogo at its discretion) to market and promote the Event but only to the extent that

such use is not in violation of any existing agreements UIL or PARTICIPANT may already have in

place ( to the extent disclosed to CSLP) or PARTICIPANT' S rules or policies. In addition,

PARTICIPANT shall permit CSLP to use its respective marks and logos in connection with souvenir

photography services. PARTICIPANT authorizes CSLP to take photographs in connection with the

Event and acknowledge that CSLP will take such photographs. CSLP shall own exclusively all

copyright and other rights in and to such photography and may use them forever and throughout

the world in any manner without compensation to PARTICIPANT. PARTICIPANT is hereby deemed

to have provided a perpetual, worldwide license, as needed, to CSLP in order to use such

photographs. Each Party covenants and agrees that it will not use the name or marks of any other

Party for any purposes other than those set forth in this Section 6.4. If a Party desires to use the

name or marks of the other Party for other purposes, such Party shall receive the prior written

permission from the other Parry. Notwithstanding any other provision hereof, each Party owns or

licenses and shall continue to own or license and control its respective marks for all purposes

during and after the Term of this Agreement. PARTICIPANT shall not have any right to use any

marks or logos of the Dallas Cowboys Football Club, Ltd. ( "DCFC ") or any player images or likeness

the " Club Trademarks ") under this Agreement. CSLP shall not have any right to use marks or

logos of UIL or any property owned or controlled by UIL unless specifically provided under this

Agreement and in no event shall CSLP have any such rights after the Term of this Agreement.

ARTICLE VII

INSURANCE, INDEMNIFICATION, DEFACEMENT

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Section 7. 1 Insurance:

It is the stated policy of the State of Texas not to acquire commercial liability insurance for

torts committed by employees of the state who are acting within the scope of their employment.

Rather, with respect to PARTICIPANT, individuals or entities must look to the Texas Tort Claims Act

for relief to property damage, personal injury, and death proximately caused by the wrongful act or

omission or negligence of an employee acting within his scope of employment. The Summary of

Insurance Statement for Texas is attached as Exhibit F.

Section 7.2 Indemnification:

Intentionally deleted.

Section 7.3 Defacement:

PARTICIPANT shall be fully responsible for any costs to repair or replace property at the

Stadium damaged or lost during the dates of PARTICIPANT'S use of the Stadium and caused by

PARTICIPANT' S use. Ordinary wear and tear, or by other cause beyond control of PARTICIPANT, is

excepted ( i. e., ordinary wear and tear is expected and PARTICIPANT shall not be responsible for

any costs to repair or replace property at the Stadium related to ordinary wear and tear). Provided,

however, such responsibility by PARTICIPANT is limited to damages or loss caused by

PARTICIPANT and only to the extent authorized by the Constitution and laws of the State of Texas

and the statutory duties of the Texas Attorney General.

Section 7.4 Eligibility Certifications:

Pursuant to Sections 2155.004 and 2155.006, Texas Government Code, CSLP certifies that

the individual or business entity name in the Agreement is not ineligible to receive the award of or

payments under this Agreement and acknowledges that this Agreement may be terminated and

payment withheld if these certifications are inaccurate.

Section 7.5 Texas Family Code Child Support Certification

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Pursuant to Section 231.006, Texas Family Code, CSLP certifies that it is not ineligible to

receive the award of or payments under this Agreement and acknowledges that this Agreement

may be terminated and payment withheld if this certification is inaccurate.

ARTICLE VIII

MISCELLANEOUS

Section 8.1 Notices:

Any notice or communication hereunder must be in writing and may be given by registered

or certified mail, and, if given by registered or certified mail, same shall be deemed to have been

given and received three ( 3) days following the date a registered or certified letter containing such

notice, properly addressed with postage prepaid, is deposited in the United States mail; and if given

otherwise than by registered or certified mail, it shall be deemed to have been given when

delivered to and received by the Party to whom it is addressed. Such notices or communications

shall be given to the Parties hereto at the following addresses:

If to CSLP:

Chad Estis

Executive Vice President

Cowboys Stadium, LP

One AT &T WayArlington, TX 76011

817- 892 -4401

817- 892 -4478

Copy to General Counsel

If to PARTICIPANT:

Kevin P. HegartyVice President and Chief Financial Officer

The University of Texas at AustinP. O. Box 8179

Austin, TX 78713 -8179

512- 471 -1422

hegarty2mail utexas edu

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With Copy to:

Mark Cousins

Director ofAthletics

University Interscholastic League1701 Manor Rd.

Austin, TX 78722

512- 471 -5883

[email protected]

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Any Party hereto may at any time by giving ten ( 10) days written notice to the other Party

hereto designate another address in substitution of the foregoing address to which such notice or

communication shall be given.

Section 8.2 Public Disclosures.

In the event of a request under the Texas Public Information Act ( the Act) or similar statute

by a person or entity regarding the terms of this Agreement, PARTICIPANT will notify CSLP.

PARTICIPANT will not tender responsive documents to the requestor unless 1) both CSLP and

PARTICIPANTS agree on the information to be disclosed, or 2) responding to the request is

required by the Texas Attorney General and or by a court of competent jurisdiction and CSLP has

waived or exhausted its right of appeal regarding the request. Furthermore, PARTICIPANT is an

agency of the State of Texas and is subject to the provisions of the Texas Public Information Act,

Chapter 552, Texas Government Code, and nothing in this Agreement shall be read or construed to

prevent or restrict PARTICIPANT from full compliance with the provisions of the Act or any other

State or federal law, court order, or subpoena, In accordance with Section 552.002 of Texas Public

Information Act, and Section 2252.907, Texas Government Code, and at no additional charge to

PARTICIPANT, CSLP will make any information created or exchanged with PARTICIPANT pursuant

to this Agreement ( and not otherwise exempt from disclosure under Texas Public Information Act)

available in a format reasonably requested by PARTICIPANT that is accessible by the public.

Section 8.3 Force Maieure:

This Agreement shall be subject to interruptions caused by force majeure, including, but not

limited to, acts of God, fire, accidents, strikes, riots, civil disturbances, war, acts of terrorism,

governmental regulations and other causes which are beyond the control of either Party whereby

fulfillment of this Agreement may be made impossible, and in such event, there shall be no liability

or claim for damages whatsoever by either Party as against the other and the Event shall be

rescheduled to such other date as shall be approved in writing by both CSLP and PARTICIPANT.

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Section 8.4 Assignments:

This Agreement shall inure to the benefit of and be binding upon the Parties hereto;

provided, however, that neither CSLP nor PARTICIPANT shall make any assignment of this

Agreement without the prior written consent of the non - assigning party.

Section 8.5 The City ofArlington:

It is understood that CSLP is entering into this Agreement as the operator of the Stadium

under the authority from the City. PARTICIPANT agrees and understands that the sole source of

monies for the performance of any covenant, duty or obligation of the City with respect to this

Agreement shall be revenues from the Stadium and insurance proceeds received or capital

improvements funds set aside with respect to the Stadium and nothing contained in this Agreement

shall ever be construed to require the City to make any payment or perform any act or duty

requiring the expenditure of money, except out of such sources, and then only to the extent

available therefore. Not withstanding the preceding language in this section, nothing in this

Agreement shall be construed to limit or inhibit in any way PARTICIPANT' S right to seek and to

recover in full any type of damages, fees or any other monies due and owing to PARTICIPANT as a

result of or arising from the performance or non - performance of this Agreement.

Section 8.6 Authority

Each person signing this Agreement on behalf of a Party hereto represents and warrants

that he or she has full authority to do so and that this Agreement is binding upon the entity on

whose behalf he or she is acting.

Section 8.7 Good Faith Resolution of Disputes

In the event of any dispute between CSLP and PARTICIPANT, the Parties covenant and

agree to conduct a telephone or in- person meeting with officials possessing authority to act on

behalf of that party for the purpose of attempting to resolve any and all disputes through good faith

and cooperation. CSLP or PARTICIPANT may request an in- person meeting by giving written notice

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to the other Party to this Agreement, and any such meeting will be held at a location designated by

CSLP. The Parties agree that Texas law will govern any disputes.

The preceding notwithstanding, to the extent that Chapter 2260, Texas Government Code, is

applicable to the Agreement and is not preempted by other applicable law, the dispute resolution

process provided for in Chapter 2260 and the related rules adopted by the Texas Attorney General

pursuant to Chapter 2260, will be used by PARTICIPANT or CSLP to attempt to resolve any claim

for breach of contract that cannot be resolved in the ordinary course of business. The chief business

officer of PARTICIPANT will examine any claim and counterclaim and negotiate with the claimant in

an effort to resolve such claims. The Parties specifically agree that ( i) neither the execution of the

Agreement by PARTICIPANT nor any other conduct, action or inaction of any representative of

PARTICIPANT relating to the Agreement constitutes or is intended to constitute a waiver of

PARTICIPANT' s or the state's sovereign immunity or any other rights or defenses which

PARTICIPANT would otherwise be entitled to assert; and ( ii) none of the participants has waived its

right to seek redress in the courts.

Section 8,8

Time is of the essence of this Agreement.

Section 8.9 Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed to be an

original; but, such counterparts when taken together shall constitute but one Agreement. The

Parties agree that signatures transmitted via facsimile or PDF Hiles shall be valid and bindingprovided that the original signature pages are exchanged thereafter.

Section 8.10 Binding Effect

This Agreement shall be binding upon the Parties hereto and their respective successors

and assigns.

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Section 8.11 Severability

The invalidity or unenforceability in particular circumstances of any portion of this

Agreement shall not extend beyond such provision or circumstances and no other provision of this

Agreement shall be affected thereby. If, for any circumstance whatsoever, fulfillment of any

provision of this Agreement, or any other document related hereto, or the exercise of any right or

remedy whatsoever contained herein or in any other instrument in connection herewith, shall

involve transcending the limit of validity prescribed by applicable statute or law, then the

obligation to be fulfilled shall be reduced to the limit of such validity.

one signature pagefollows)

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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first

hereinabove written.

CSLP:

COWBOYS STADIUM, L.P.

By: COWBOYS STADIUM GP LLCIts: General Partner /

BY:

Name: David FreyTreasurer

Its:

PARTICIPANT:

THE U I RSITY OF TEXAS AT AUSTINON B LF OF-IT" SITY OF INTERSCHOLASTIC LEAGUE

Linda Shaunessy

Its: Business Contracts Administrator

Dat

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EXHIBIT A

MINIMUM INSURANCE REQUIREMENTS

e Except as noted otherwise below, PARTICIPANT agrees to purchase, prior to commencement of itsuse of the Stadium and to maintain during PARTICIPANT' S use of the Stadium the following minimuminsurance coverage:

Worker's Compensation Insurance to comply with any applicable Worker' s Compensation Actfor THE UNIVERSITY OF TEXAS AT AUSTIN ON BEHALF OF ITS UNIVERSITY. PARTICIPANT, as an agency of the State of Texas, is self- insured for Worker's Compensation Insurancepursuant to statute and it is agreed by the Parties that such coverage is sufficient for thepurposes of this Agreement.

Employer's Liability Insurance with minimum limits of $ 1, 000,000 per accident and1, 000,000 per employee /$1, 000,000 policy limit for disease. PARTICIPANT, as an agency of

the State of Texas, does not as a matter of policy carry Employer' s Liability Insurance and it isagreed by the Parties that for the purposes of this Agreement, PARTICIPANT is not required todo so.

Commercial General Liability Insurance with minimum limits of $1, 000,000 per occurrencebodily injury, including death, personal injury ( libel, slander, false arrest) and property

damage combined). Such insurance shall include, but not be limited to personal injury, contractual liability and products - completed operations insurance. PARTICIPANT, as anagency of the State of Texas, does not as a matter of policy carry Commercial General LiabilityInsurance and it is agreed by the Parties that for the purposes of this Agreement, PARTICIPANT is not required to do so.

Business Automobile Liability Insurance, including owned, hired and non -owned vehicles, with minimum limits of $ 1, 000,000 per occurrence ( bodily injury, including death andproperty damage combined). PARTICIPANT, as an agency of the State of Texas, carriesautomobile insurance for owned, hired and non -owned vehicles in the amounts of $250,000per person, $500,000 per occurrence for bodily injury and $100,000 for property damage andit is agreed by the Parties that such coverage is sufficient for the purposes of this Agreement.

Umbrella Liability Insurance applying in excess of the items listed above with minimum limitsof $4,000,000. PARTICIPANT, as an agency of the State of Texas, does not as a matter of policycarry Umbrella Liability Insurance and it is agreed by the Parties that for the purposes of thisAgreement, PARTICIPANT is not required to do so.

The insurance policies covering Commercial General Liability, Business Automobile Liability andUmbrella Liability Insurance shall name Cowboys Stadium, L.P., Dallas Cowboys Football Club, Ltd., Legends Hospitality, LLC, the City of Arlington, Texas, AT &T Services, Inc. and Blue Star OperationsServices, LLC, and all subsidiaries, related or affiliated companies as additional insured and shallspecifically state the coverage thereunder shall be deemed to be primary and not excess orcontributory as respects any comparable insurance otherwise available to Cowboys Stadium, L.P., Dallas Cowboys Football Club, Ltd., Legends Hospitality, LLC, the City of Arlington, Texas, AT &TServices, Inc. and Blue Star Operations Services, LLC. However, this requirement only applies to itsBusiness Automobile Liability Policy for PARTICIPANT.

Prior to the commencement PARTICIPANT' S use of the Stadium pursuant hereto, PARTICIPANT shallprocure from the company or companies in writing said insurance and present to CSLP a certificate orcertificates, satisfactory to CSLP and that said insurance is in full force and effect and that the sameshall not be canceled or materially changed without thirty ( 30) days' notice to CSLP. However, thisrequirement only applies to its Business Automobile Liability Policy for PARTICIPANT.

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EXHIBIT B

EXCLUSIVE SPONSORS

CSLP has exclusive instadium sponsorship agreements with the sponsors listed below ( theExclusive Sponsors "). Therefore, PARTICIPANT shall not place, or be permitted to place, on, in or around

the Stadium, any signs, graphics, posters, banners, inflatable displays, and /or any other type of displayadvertisements for any competitor of the Exclusive Sponsors and /or their products. In addition suchExclusive Sponsors shall be entitled to run their customary temporary /video signage during the Event

American Airlines

AT &T Services, Inc.

Bank ofAmerica

Dr Pepper

Dunkin' Donuts

Ford

Idearc /Superpages

Living SocialMasterCard

Miller

Nike

Papa John' s

Pepsi /Frito -LayReliant EnergySony

UIL has exclusive corporate sponsorship agreements with the sponsors listed below ( "UIL CorporateSponsors ").

Academy Sports and OutdoorBaden Sports

Balfour

Best Western

Dairy QueenFord

Fox Sports Southwest

Gatorade

Max Preps

Nike

State Farm

USA Football

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EXHIBIT C

PROPOSED TECHNICAL GUIDELINES FOR USE OF VIDEO BOARDS AND STADIUM SOUND

Video:

Signal Type - HDSDI 10801 or 720p

Aspect Ratio - Native 16 X 9 or "Winged" 4 X 3 to fit 16 X 9

Up- conversions are acceptable via approved sources and when submitted 48 hours in advance ofEvent for evaluation.

All playback sources should originate from Stadium Control Room unless approved and auditioned 48hours in advance of Event. This refers to playback devices other than those currently installed inStadium Control Room ( e.g., feeds from video trucks, Mod Fax setups in the Bowl, laptop or desktopcomputers, etc.).

Control of Video Boards will be maintained by Stadium Control Room at all times. Third party sourcesfed to the Stadium Control Room should come in at consistent levels that comply with industrystandard test and calibration signals. No real -time adjustments of color or levels will be permittedonce Event commences.

Video Boards are considered to be the centerpiece of the Stadium experience and as such, there arecertain aesthetic requirements imposed regarding what is displayed on said Video Boards. Edge toedge video coverage of the Event is desired whenever possible. Winged data such as stats, advertisingand other messaging is generally not permitted unless sample images are provided for prior approval. The Video Boards will maintain suitable brightness levels to meet the aesthetic requirements of theEvent.

Sensitivity to standing building sponsors must be taken into consideration when using the VideoBoards. In general, Event sponsorship that does not include major building sponsors should belimited to the lower LED ribbon boards.

The Stadium Broadcast Department reserves the right to enforce current policies governing VideoBoards and their use.

Audio:

Signal Type - Analog at Line Level or AES

Playback and mix of all signals ( music, mics, video PB devices, etc.) will be handled via Stadium PAMix Room.

Non -live playback sources should originate from Stadium Control Room unless approved andauditioned 48 hours in advance of Event. This refers to playback devices other than those currentlyinstalled in Stadium Control Room ( e. g., feeds from video trucks, Mod Fax setups in the Bowl, laptopor desktop computers, etc.).

Control of Stadium audio will be maintained by Stadium PA Mix Room at all times. Third partysources fed to the Stadium Control Room should come in at consistent levels that comply withindustry standard test and calibration signals. No real -time unapproved adjustment of levels will bepermitted once Event commences.

Third party PA systems will be subject to Stadium standard volume levels and regulated with respectto other Stadium events. This includes Front of House and Back of House locations.

The Stadium Broadcast Department reserves the right to enforce current policies governing theHouse Sound Systems and their use.

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EXHIBIT D

EXPENSES

CSLP and PARTICIPANT shall be responsible for their respective expenses for the Event as preliminarilyset forth herein this Exhibit E ( the " Expenses'). CSLP shall furnish, or shall cause its employees,

contractors, and instadium concessionaires to furnish, the following services in connection with the Event:

a) Playing Surface: Field ofplay conversion and restoration.

b) Ticket Takers: Personnel to take invitations, passes, and tickets purchased by patrons for the Event. c) Janitors and Matrons: Personnel to serve as janitors and matrons for the restrooms and facilities in

or around the Stadium before, during, and after the Event. CSLP personnel shall be responsible forremoving trash and debris and for cleaning the restrooms to be used by PARTICIPANTS at all timesduring the Term.

d) Security Personnel: CSLP security personnel shall secure CSLP Offices, club and suite areas, the PressBox, the team lockers, and CSLP property in or around the Stadium during the Term. CSLP shall alsosupply or contract for all additional security personnel needed to secure all turnstiles, entrance gates, and exit doors, and required for crowd control in the stands and on the field during the Event and inthe parking lots before, during, and after the Event.

e) Ushers: Trained personnel to serve as ushers to ensure an orderly flow of pedestrian traffic to andfrom the seats in the stands.

f) First -Aid Room and Medical Personnel: The use of the emergency facilities located in or around theStadium and the services of such number of nurses, doctors, ambulances, and other medical facilities, and /or personnel as PARTICIPANTS may reasonably request, subject to the prior approval of CSLP. PARTICIPANTS shall be solely responsible for, and shall, to the extent authorized by the Constitutionand laws of the State of Texas indemnify and hold harmless CSLP from any and all claims and /orliability arising out of or relating to any acts, omissions, negligence, or willful misconduct of any andall medical personnel provided pursuant to this Agreement and /or from any assistance given byanyone to patrons before, during, and after the Event.

g) Standby Technical staff: Staff and technicians to supervise and control use of the various buildingsystems ( electrical, lighting, plumbing, mechanical, AV, elevator, etc.) in or around the Stadium. PARTICIPANTS shall tie into the Premises' systems only at points approved, and in accordance withthe instructions given by the Technical staff provided by CSLP.

h) Clean -up Staff: Personnel to sweep up and dispose of rubbish, papers, and debris after the Event, including rubbish, papers, and debris left on the field. In addition, CSLP shall clean up around theconcession stands during the Event to the extent that, in CSLP' s opinion, such clean -up will maintainsuch areas safe and presentable.

i) City Personnel• Public safety and traffic management personnel as needed and dictated by the City, j) Other: Event marketing and promotion; permits and licenses; box office services ( e. g., sale of tickets

and parking passes)

PARTICIPANT is responsible for the following:

a) Day of Game: game personnel ( officials, referees, chain gang, public announcer, color guardperformers and national anthem performers)

b) Box Office: ticket and parking pass printing; credit card fees

c) Press Box: costs related to the use of high capacity copy machine, wireless Internet access; anyfood and beverage provided by Legends

d) Post -Game Interview Room: staging (e.g., tables, chairs, piping /backdrop, microphones, internet, etc.) e) Trophy and Medal Presentation

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EXHIBIT E

TICKETS CREDENTIALS& PARKING PASSES

The ticket credential and parking passes below are IN ADDITION to the counts referenced inSection 41 4 2 and 4.4. The pgrCiclpating school tickets credentials and parking passesshould be included with the team packets.

All- Sideline Press Entry Bus Parking Comp. Pre- Pre -

Access Level Parking Passes School tickets tickets

BoxPasses Passes Tickets Students/ Adults/

per school per

school

PARTICIPANT 10 30 n/ a 5 n/ a Ref. 4.4 Ref. 4.2 n/ a n/ a

lA D16 -Man 5 25 10 5 8 20 40 500 1000

1A DII 6- Man 5 25 10 5 8 20 40 500 1000

2A DI 5 25 10 5 8 20 40 500 1000

2A DII S 25 10 5 8 20 40 500 1000

3A DI 5 25 10 5 8 20 40 500 1000

3A DII 5 25 10 5 8 20 40 500 1000

4A DI 5 50 10 5 10 25 125 1000 2500

4A DII 5 50 10 5 10 25 125 1000 2500

5A DI 5 So 10 5 15 40 175 2000 4000

SA DII 5 50 10 5 15 40 175 2000 4000

6A DI 5 50 10 5 15 50 200 3000 4000

6A DII 5 SO 10 5 15 50 200 3000 4000

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EXHIBIT F

SUMMARY STATEMENT FOR THE UNIVERSITY OF TEXAS SYSTEM

References: Civil Practice and Remedies Code, Chapter 101

State of Texas General Appropriations Act,

Article V. Section 5S

GENERAL LIABILITY

It is the stated policy of the State of Texas not to acquire commercial general liability insurance fortorts committed by employees of the State who are acting within the scope of their employment. Rather, Chapter 101 of the Civil Practice and Remedies Code states that "a governmental unit in the

state is liable for

1) property damage, personal injury, and death proximately caused by the wrongful act or omissionor negligence of an employee acting within his scope of employment, if:

a) the property damage, personal injury, or death arises from the operation or use of a motor - drivenvehicle or motor - driven equipment; and

b) the employee would be personally liable to the claimant according to Texas law: and

2) personal injury and death so caused by a condition or use of tangible personal or real property ifthe governmental unit would, where it a private person, be liable to the claimant according to Texaslaw.

Liability of the state government under this chapter is limited to money damages in a maximumamount of $250,000 for each person and $ 500,000 for each single occurrence for bodily injury ordeath and $100,000 for each single occurrence for injury to or destruction ofproperty.

Section 101 of the Code applies to actions against governmental units of the state and does not

directly provide coverage for individuals as named defendants. However, a judgment under thissection may prohibit further action against an employee.

One exception to the above stated policy of the state authorizes agencies and institutions of the stateto acquire commercial automobile insurance for the use and benefit of its employees who operatestate owned, motorized vehicles and special equipment.

WORKER'S COMPENSATION

Employees of The University of Texas System are provided Worker's Compensation coverage under aself - insuring, self- managed program as authorized by V.A.C. S., Article 8309d, State of Texas.

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