fou ARKANSAS STATE UNIVERSITY 501 Woodiane, Suite 60 | Lite Rack, AR 72201 | o: 801-880-1000 | 501-880-1010 February 12, 2018 James D. Rowlee Assistant General Counsel VIA CERTIFIED U.S. MAIL AND ELECTRONIC MAIL 1320 South Dixie Highway Suite 1250 Coral Gables, Florida 33146 Dear Mr. Rowlee, Thank you for working with me over the past couple of weeks as we attempted to resolve the ongoing dispute between our universities. | appreciate your professionalism, candor, and responsiveness, As we discussed, the University of Miami agreed to play a football game in Jonesboro, Arkansas against Arkansas State University. This game was a part of a two game series and was governed by the attached contract (See Attached). The first game of the contract took place on September 13, 2014, in Miami, Florida, Arkansas State University appeared in Miami and the game was played. ‘The second and final game of the contract was scheduled to take place on September 9, 2017, in Jonesboro, Arkansas. On September 6, 2017, the Director of Athletics for the University of Miami, Blake James informed Terry Mohajit, the Director of Intercollegiate Athletics at Arkansas State University, that the University of Miami would nat appear in Jonesboro to play the game. The reason given by Mr. James was that the return trip home would be difficult given the fact that a hurricane was scheduled to strike the Miami, Florida area on the weekend of September Sth. Mr. James did not dispute that Miami's football team could travel to Jonesboro. Understanding Miami's concerns, Mr. Mohajir made numerous good faith efforts to accommodate Miami, such as assuring Miami that their football team and staff could remain in the Jonesboro area afterthe game, stay in local hotels, and make use of the University’s indoor football practice facility. In addition, Arkansas State University worked with conference officials as well as the ESPN television network to move the game to Friday evening. Further, when Mr. James raised questions about Miami's ability to travel and concerns about contractual obligations with air carriers, Mr. Mohajir offered to pay $86,000-$88,000 for the entire Miami team and staff to fly from Miami to Memphis on a separate air charter service to ensure that Miami could travel safely to Jonesboro and Miami's contractual obligations with other air carriers were not impacted. Despite these offers, accommodations, and a number of other unilateral efforts on behalf of Arkansas State University, Miami refused to appear. This refusal caused Arkansas State University, the community of Jonesboro, and others significant farm,At the end of 2017, Arkansas State University Chancellor Dr. Kelly Damphousse reached out to Miami President Dr. Julio Frenk to discuss resolving the matter of the cancelled game. Afterwards, Mr. Mohajir once again contacted Mr. James to reschedule the game. Mr. James indicated that he wished to finish Miami's football season before having further discussions about rescheduling. In another show of good faith and effortto be accommodating, Mr. Mohajir agreed to contact Mr. James atthe end of the season. Miami's season ended on December 30, 2017, at the conclusion of the Capital One Orange Bowl. {In early 2018, Mr. Mohajir once again reached out to Mr. James. Mr. James indicated that the earliest Miami could play a return game would be during the seasons of 2024, 2025, 2026, 2027, or 2028. Mr. Mohajir explained that those dates were not workable for, and would be detrimental to Arkansas State University, and that two-game agreements never stretch out to over a decade. At the time of these discussions, Mr. Mohajir consulted a scheduling service, which revealed that Miami had openings in both 2020 and 2021. Mr. Mohajir raised these dates with Mr. James, and even offered that if Miami would schedule the contracted game in 2020 or 2021, Arkansas State University would agree to play a buy game at Miami, But Mr. James refused this offer and indicated that playing during 2020 or 2021 was impossible given Miami's prior scheduling agreements.’ After numerous unsuccessful attempts by Mr. Mohajir to come to a mutually- agreeable and reasonable resolution with Mr. James, Or. Damphousse spoke with Dr. Frenk to resolve the situation in a congenial manner. All of these efforts were rejected by Miami, 'have reviewed the contract, spoken to our staff, and also reviewed the approach taken by other institutions affected by Hurricane Irma. Upon information and belief, seven other Florida and Georgia FBS schools had scheduled football games the weekend of Hurricane Irma. Florida International University sacrificed its scheduled home game against Alcorn State and moved the game to Birmingham, Alabama. Likewise, Georgia Southern University relinquished its scheduled home game against the University of New Hampshire and moved the game to Birmingham, Alabama. Florida Atlantic University stil played its away game against the University of Wisconsin despite distractions, an uncertain return date, and indefinite stay in Wisconsin due to the hurricane, Florida State cancelled its game against the University of Louisiana- Monroe, but rescheduled for December 2, 2017, The University of South Florida cancelled its game against. the University of Connecticut, but rescheduled for November 4, 2017.‘ And the University of Central Florida * Mr. James stated that Miami needed to play six home games, but the scheduling service showed that Miami already had six home games scheduled in 2020 and 2021, with availabilty for additional games. * Soe hitp:siwww.espn.com/college-football/story_id/20650458/fau-owls-stay-wi lama. nsin-indefinitely-due-hurricar * Sun Belt Conference Commissioner Karl Benson was quoted: “Florida State was very committed to not just leaving ULM hanging out there due to the cancellation...So there's always been a willingness by both parties to get the game played, so that ULM could benefit from the financial part of the game.” See https//wuww.sbnation.com/college- football/2017/11/8/16619310/uim-florida-state-reschedule-2017-game-sun-belt-insurance. ‘This rescheduling required “moving parts from five schools.” See httpi/www.courant.com/sports/uconn: ‘uconn-football-usf-how-happened-0915-20170914-story html oothallhe-cancelled its game against the University of Memphis, but rescheduled for September 30, 20172 The University of Florida cancelled its game against the University of Northern Colorado, and because the game could not be rescheduled due to conficting schedules, Northern Colorado received a buyout for the game. Moreover, Miami and Florida State immediately rescheduled their September 16 football game for October 7, 20175 Upon belief, Miami is the only FBS schoo! to fail to timely reschedule its cancelled game or make a {900d faith attempt to do so and fulfill the terms ofits contract. ‘The attached contract excused Miami from appearing for this game if it were “impossible” for Miami to do so. The facts show that it was not impossible for Miami to do so. In fact, just a few days after the game was scheduled to take place, the Head Football Coach for the University of Miami acknowledged that the football team could have made it to Jonesboro when he stated in part, “Could we have snuck out just in time to play that game? We could have, logistically..." See http://www sun-sentinel,com/sports/miami: hurricanes/hurricanes-blog/fl-sp-um-hurricanes-football-mark-richt-irma-arkansas-state-20170917- story.html. In the same news article, the Miami Head Football Coach then made a number of statements justifying his rationale for not playing the game. None of those reasons, however, are relevant to the terms of the contract. The game was scheduled to take place in Jonesboro, Arkansas and not Miami, Florida, and as such, the force majeure clause is not applicable. As a result of Miami choosing not to appear, Arkansas State University suffered significant disruption and damages. Although Miami's failure to appear was a material breach of the contract, Arkansas State University still made numerous attempts to work amicably with Miami to reschedule the game instead of pursuing damages under the contract. Upon information and belief, Miami has satisfied its home-game requirements and still has availability to play Arkansas State University in 2020 or 2021. Based on information conveyed by Miami, it is not a matter of Miami's inability to schedule a game against Arkansas State University in a reasonable time frame, but rather it is Miami's unwillingness to play Arkansas State University in 2020 or 2021 because it would prefer to schedule a team from the FCS. Because Miami has demonstrated that it is unwilling to reschedule the game within a reasonable time frame, despite having the ability to do so, Arkansas State University is left with no choice other than to seek damages for Miami's breach. When this contract was executed, all parties agreed that if one party did not appear, the other party would receive a liquidated damages payment of $650,000.00. Under the terms of the contract, that payment is due on February 15, 2018. During our telephone conversation on Friday, you indicated that Miami has no intention of paying Arkansas State University the liquidated damages amount of $650,000.00. Unless Miami changes course on or before February 15, 2018, we will begin the process of filing a lawsuit against the University of Miami in the appropriate Arkansas state court. “This rescheduling required both teams to cance! non-conference games, with those other schools receiving buyouts for the cancelled games. See hitp:/www.orlandosentinel.com/sports/uct-knights/knights-notepad/os-sp-hurricane- irma-uet-schedule-20170914-story:html ‘The Miami-Florida State game was rescheduled on September 9, 2017, one week before the game was originally scheduled to occur. http:/www.espn.com/college-football/story/_/id/20851749/ace-announces-rescheduled- matchups-university-miami-wake-hurricane-irma,| appreciate your time in reviewing this letter. Please don’t hesitate to contact me if you have any questions. Sincerely, id Phelps General Counsel