Contract Review and Approval Form contract E66os66lJ-l created by: Return lnstructions: F Pickup Contact a l\,lail To Title Page OAVID Phone # VID WOODALL enone#@ 1/3 onlor/o8J2oG 74 1234 coAcH 2016-18 MOU FOR LARRY SCOTT AS A55I5TANT Description /7 /2016 2/28/2O1A.BASE SALARY OF S245,OOO PLUS ANNUAL sUPPLEMENTAL AY OF 5] ] 5,OOO. COACH SCOTT ALSO HAS A BONUS PAY SCHEDULE, Vendor f Federal lD Vendor Name Vendor Address # Phone Fax Addl Vendor lnfo FOR LARRY Effective Dates Date Comments Amendment # Amount Type Primary Contract Type cumulative payabte Payable Amount Receivable Amount s [----- orol Amount cumutative Receivable continsency Net Amount U TAmount s f--oool n.ornt s o00] S f-------o--6i-l Competitive Type Non-comp Justification NCJ Approval Create/Amend CPO E Existing Purchasing Req Encumber Funds Paying Fund lOr Existing Purchasing Po Nbr Eots6osool] @a4+ Receiving Fund lnvoiced by 860s001 19910005 Funds Center Funds Center Name ensuring UT obligation5 arl met as Approval Title Date Approval Title Date Approval Title Date Approval Title Date Approval Title Date Approval Title Date f----l f--=l l Contract Review and Approval Form contract Number Foooso6Gl Responsibte Fund # lEots6osooil Additional Comments Treasurer's Office Comments General Counsel's Comments Ti{e EMPIOYMENT MOU FOR LARRY SCOTT AS ASSISTANT FOOTBALL COACH 20 Venoor # lcorlTildi-l vendor Name CONTRACIS Page 2 oate l3 lovoiZilTl Page Contract Review and Approval Form certiflcation of Contract No. Responsible Fund lai-oii-Ail Titte EMPLOYMENI MOU FOR LARRY SCOTT A5 ASSISIANT FOOTBALL # EoiE6o5ooil vendor# lt6 itil-6-il 'lndividuals inilialing the items below are making lhis attestation lo the bost oftheir knowledge. DepartmenU Originating Offlce The department can comply with all technical and/or operational specifications listed in the contract (if applicable). For payable contracts, the department has sufficient funds remaining in its budget to pay for this contractFor research contracts, the Pl has reviewed this contract and can comply with the terms and conditions of the contract. lndependent Contractor - lf University is procuring personal services, the contractor is an independent contractor, not an employee, under the guidelines referred to in the Fiscal Policy F10420 Contracts. Biddable Goods & Services - lf contract was not procured through Purchasing, goods/services are non-biddable within guidelines stated in Purchasing flscal policy. Conflict of lnterests Other party is not, and for previous six months has not been, a University or state employee. Other party is not an entity in which a University employee/spouse/dependent child sole proprietor, partner, or has a controlling interest. Other party is not an entity in which a University employee/spouse/dependent child holds more than a 5% non-publicly traded interest if employee directly or indirectly anRuenced the contract decision. lnitials or N/A Originating Office P P ,) P - I have read the contract and all attachments. - All documents incorporated by reference are attached. Basics of Occupancy . University TaxExempt Financed Space Performance Taxes - lf an individual or company is occupying space financed with tax-exempt debt to provide a service, the Chief Business Officer has notifled the Controller's Office to University can perform all of its duties under the contract. This contract does not conflict with any other known contractual commitments of the University. - lf contract will result jn receipt of revenue by University, the Controlle/s Office has been contacted to assess potential sales and use tax or unrelated business tax - All contracts with individuals should contain the following language: It is expressly acknowledged by the parties hereto that such parties are independent contracting entities and that nothing in this Contract shall be construed to create an employer/employee relationship or to allow either to exercise control or direction over the manner or method by which the other transacts its business affairs or provides lts usual services. The Contractor, being an independent contractor, agrees to carry adequate public liability and other appropriate forms of insurance, and to pay alltaxes incident to this Contract. lllegal lmmigrants - lf the contract involves the acquisition of either goods or services: The contract contains a clause requiring the vendor to attest that it will not utilize the services of an illegal immigrant, or the vendor has signed an attestation form attesting that it wi not use the services of an illegal immigrant. Audit Compliance with Contracts Fiscal Policy ^) ensure that the contract does not violate federal rules and regulations regarding private business use of tax-exempt financed facilities. State law requires review and approval of these contracts by the State's bond counsel. By initialing the certiflcation block, the originating department certifies that it has contacted the Chief Business Officer regarding this item. issues. lndependent Contractor lii66rzirol Vendor Name CONIRACIS Certification Topic oate C 3/3 - lf University is procuring services, contract requires other party to maintain records in accordance with generally accepted accounting principles, and University has right to audit records for 3 years after final payment. - This contract complies with all requirements of Fiscat Poticy F10420 Contracts. l) Contract Office #8500050615 MEMORANDUM OF UNDERSTAI\IDING This Memorandum of Understanding C'MOU), between The University of Tennessee (the "University") and Larry Scott ("Coach"), records the understanding of the parties as to the principal terms and conditions under which Coach will be employed as an Assistant Football Coach for The University of Tennessee, Knoxville. When fully executed, this MOU shall constitute a binding and legally enforceable agreement until superseded by a definitive \rritten Employment Agreement between Coach and the University. In consideration ofthe mutual promises contained herein, the parties agree as follows: 1. @: 2. Comp€nsation and Benefits: 2 years (January 7, 2016 through February 2E, 2018) Base Pay Supplemental 3. Incentives (if eartred: 7o ofBsse Pav plus Supplem€nt8l Pav): a. A maximum ofone (l ) of the following (payment based on highest goal achieved in this subsection): i. Appearing in a bowl game 8.33% ii. Appearing in a "New Year's Six" bowl game 12% iii. 4. $245,000 $ 115,000 Pay Appearing in the College Football Playofl b. Winning the SEC Championship c. Winning the College Football Ptayoff Championship 16% Game 4% Game 4% Other Benefits: Camp comp€nsation: I vehicle or $600/month stipend in lieu ofeach vehicle (University's discretion) $5,000 Tickets per University policy Other University benefits except retained annual leave pay 5. Termination bv Coach Without Cause: Coach 2017 Date of Termination bv Prior to March March l, l, 2017 through the last game Liquidated Damaees Owed to the Universitv of Total Compensation (Base pay ptus Supplemental Pay) that would have been owed to Coach under the remaining Term 33o/o (regular $50,000 or postseason) of the 20 I 7- I 8 football season After the last game (regular or postseason) of $0 the 20 I 7- I 8 football season Payment of the liquidated damages by Coach to the University shall be due within 60 days of termination. Notwithstanding an1'thing to the contrary in the previous schedule, if Coach terminates his emplolmrent at any time during the Term to take a collegiate football head coaching position, Coach shall owe no liquidated damages to the University. 6. Termination bv Universitv Without Csuse: In its sole discretion and at any time, the University may terminate this MOU or the Employment Agreement without cause upon writteo notice to Coach. If the University terminat€s this MOU or the Employment Agreement without cause, the University shall pay Coach liquidated damages in an amount equal to the monthly rate of the sum of Base Pay and Supplemental Pay times the number of months remaining in the term of this Agreement, with any part ofa month prorated. Payrnent ofthe liquidated damages shall be made in equal monthly installments consistent with the original Payment schedule (equal monthly payments), subject to all applicable state and federal tax reporting and withholding requiremenls, with the first payment due on or before the last day of the month foltowing the date of of this MOU or the Employment Agreement. Coach is required to use his reasonable best efforts to mitigate the University's obligation to pay liquidated damages under this paragraph by making reasonable and diligent efforts as soon as practicable following termination to obtain another comparable employment or paid termination services position, including but not limited to another football coaching position. While the University's obligation to pay liquidated damages is in effect, and for a period of six (6) months thereafter, Coach shall promptly report to the Univenity on a quarterly basis all income received or earned by him relating to any and all football coaching positions. 7. Terminltion bv Universitv for Csuse: The University may t€rminate this MOU or the Employrnent Agreement at any time for caus€ as determined in the reasonable and good faith judgment of the Unive6ity. For the purpose of terminating this MOU, "for cause" shall be interpreted consistently with its meaning in the most recent head coach's employment agreement, excluding a memorandum of understanding, executed by the University. Termination of the Employment Agreement "for cause" shall be in accordance with the definitive terms and conditions set out in the Emplo).rnent Agreement, which shall approximate those temx which are included in the most recent head coach emplolment agreement, excluding a memorandum of understanding, executed by the University, the exact terms of which are to be mutually and reasonably agreed upon. For the purpose of terminating this MOU, "for cause" shall also mean the failure ofCoach to execute an Employment Agreement within one hundred twenty (120) calendar days of the date on which an Employment Agreement is first presented to him by the University. In the event of a termination of either this MOU or the Emplolment Agreement "for cause," the University shall not be liabl€ to Coach for any uneamed or unaccrued payments or benefits after the date oftermination. The University may suspend Coach with pay pending an investigation or decision relaling to termination "for cause." For any one or more acts, omissions, or events tbat would be grounds for terminalion "for cause," the University may take other disciplinary or corrective action against Coach short of termination, including but not limited to susp€nsion without pay (said suspension not to exceed 60 days). Prior to any final determination regarding a possible termination "for cause," the University will afford Coach notice and an opportunity to meet with the Athletics Director to respond to any all€gations or proposed termination. lf the Uniyersity terminates this MOU or the Employment Agreement "for cause," the University will afford Coach a post-termination opportunity to cont€st the termination in accordance witlr the Tennessee Uniform Adminisu-ative Procedures Act, Tennessee Code ,q.nnotated 4-5-301 et seq. 8. Other Terms and Conditions: In addition to more thoroughly addressing the terms and conditions concerning the I through 6 above (excluding terms and conditions applicable only while the MOU is in effect), th€ Emplo).ment Agr€em€nt will include, among other things, provisions conceming the following matters addressed in Paragraphs matters: a) b) c) $5.000/game penalty for game suspensions: Duties ofCoach as Assistant Football Coach; Limitations on outside activities and outside compensation eamed by Coach, including commercial endorsements; d) e) 0 g) h) i) 9. Enforcement ofNCAA, Southeastem Conference, and other goveming athletic rules, including but not limited to provisions relating to the NCAA's new enforcement rules currently scheduled to be effective August l, 2013; The University's right to use Coach's name, likeness and image; Forfeiture and repalment of incentive compensation for athletic performance achievements paid to Coach ifany achievement is subsequently vacated or ifthe football program is subsequently sanctioned by the NCAA; Indemnification of the University against certain damages incurred by the University as a direct result of any investigation or proceeding resulting in a finding of NCA"{ rules violations; Football camps; and Coach's obligation to notiry the Athletics Director of his interest in, or arry direct or indirect contact about, emplo),'rnent with another college or university or wilh a professional football organization. Eggtalglgg: Coach represents that he has disclosed to the University all material information conc€ming previous NCAA, conference, or institutional rules violations or potential violations committed by him or any coach or staff member under his direct or indirect control at any other NCAA member institution prior to the date on which he executed this Agreement; similarly, the University represents that it has disclosed to Coach all material informarion it has regarding any pending and/or ongoing NCAA investigations or inquiries of any University sports program (inctuding, without limitation, the football program). The MOU is subject to a satisfactory criminal background check and NCAA compliance chec! to be completed within 5 business days ofthe date hereof. 2 10. Governing Law: This MOU shall be govemed by the laws ofthe State ofTennessee. 11, Execution of the MOU: This MOU may be executed and delivered in any number of counterparts, each of which when executed and delivered shall be deemed to be an original, but all such counterparts shall together constitute one and the same MOU. The panies acknowledge their agreement by signing and dating this Memorandum of Understanding below. THE UNIVERSITY OF TENNESSEE t/-,' Date Chancellor Date Chief Frnanci'al Otrr*.