JeffWalker

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Dr. Cov€y,

Jeff William WalkerWednesd ay, Janu ary 23, 2013 10:40 PM

Douglass French Covey

RE: Draft Agreement

Confidential

We need to talk to our attorneys in D.C. to see if the program acquisition costs are as high as they say. The sales expenseprojections seem very high. I would bet that with the pressure they are under, Teya sees this as a way to offload much ofher radio staff onto the revenue from WRAS. I also think that if WABE could make an offer they would far exceed theGPB revenue.

As for the contract (per paragraph):

7. A. 4th Bullet: lt seems that we should have some right to review with GPB underwriting that, while not explicitlyviolating FCC rules in their opinion, violates FCC rules in the opinion of our communications attorneys. lt alsoseems there should be some language that would protect GSU against airing underwriting which reflects poorlyupon the university, violates university policy, or advertises degree programs in direct cornpetition with GSU

programs.

1. A. 7tt Bullet: The image line, "WRAS, 88.5, a joint broadcast service of Georgia State University and GeorgiaPublic Broadcastingf implies that we don't own the license outright and might cause sorne to think that GPBprograms the nighttime as well. l'd suggest something like, "With NPR all day from Georgia Public Broadcastingand the best in alternative rnusic at night, this is Georgia State University's 88.5, WRAS Atlanta." ln any event,the slogan should be subject to change and not limited in the contract.

t. A. 8'h Bullet: The language about a :l^0 second PSA for GSU is only for WRAS' air, not the entire network. You cansee how the language differs from the guarantee to air football on the "17 station network" of GPB.

t. A. l-1tn Bullet: ls "GSU-TV" GSTV or another source?L. A. 13'h Bullet: Their proposal to "partner" with GSU to acquire bonds for HD transmitter and antenna would

probably give them ownership and limit us. We already have a construction permit which, although it wouldhave to be amended to move to another tower, allows us the best signal possible. We also have the funding. lfwe let the FCC permit expire we will not be able to gain FCC approval of a better signal due to other applicant'sfilings which would limit our signal. They also propose that we 'Jointly considef engineering options. We do notwant them dictating our engineering decisions, as the opportunity to make these changes are once-in-a-lifetimedecisions and cannot be undone.

1. B. 4th Bullett: lt is good they will let us have the HD 2, 3 and 4 signals.

From: Douglass French CoveySent: Wednesday, January 23,20L3 4:22PMTo: Jeff William WalkerSubject: Fwd: Draft Agreement

Confidential

Sent from my iPad

Be gin foru-arded message :

From:Kerrr,Henvard(i.*_ ,. ,)Date: Januar) 22- 1013 7'.11 :01 P\l ESTTo: Douglass French Co\-e\' (-,, , "- i._;'..r , ,' ,)Subject: Draft Agreement

Doug,

Attached is the drafr received from GPB.

Kerry

Jeff,Walker

Fforrt Douglass French CoveyS.nt Wednesday, January 23,2OL3 4:22 PMTo: Jeff William Walker$biect Fwd: Draft AgreementAttachments: GSU WRAS Agreement Draft.doc; ATT0000L.htm;GSU WRAS Revenue Expense

Estimates.xls; ATT00002.htm

Confidential

Sent from my iPad

Begin forwarded message:

From: Kerry Heyward <kheyward@gsu.edu>Date: January 22,20t3 7:41:01PM ESTTo: Douglass French Covey <dcovey@Sllpfu>Subject: Draft Agreement

Doug,

Attached is the draft received from GPB.

Kerry

GEORGIA PUBLIC TELECOMMUNICATIONS COMMISSION

STATE OF GEORGIA COUNTY OF FULTONCONTRACT AGREEMENI

This contract is made and entered into this day of in the year 2012 by andbetween the Georgia Public Telecommunications Commission, also doing business as Georgia PublicBroadcasting and hereinafter referred to as GPB, 260 l4th Stree! NW, Atlanta, Georgia 30318 andGeorgia State University, located at Dahlberg Hall, 30 Courtland Street, Suite 300, Atlanta, Georgia,30303 hereinafter referred to as "GSU".

l. SCOPE OF WORK: This contract is entered with the intent of GPB acquiring all necessaryprogram rights, scheduling that programming in a news/information format, marketing and underwritingthat programming for distribution over the broadcast signal of WRAS-FM, 88.5, licensee of GSU. Suchdistribution will occur 365 days per yeax, Sunday through Saturday between 5:00 AM and 8:00 PM. Eachparty agrees to the following:

A. Georgia Public Broadcasting (GPB):o Will be responsible for all program acquisition and rights fees from entities such as

National Public Radio (NPR), American Public Media (APM), Public Radio International(PRI) and others for the right to broadcast programming on WRAS.Will be responsible for fashioning a daily news/information schedule intended to bestserve audiences across the Atlanta market with non-oommercial, educationalprogramming.Will be responsible based on the common practices of public radio stations for editorialcontrol of all programming content, announcers/hosts, and announcements during thedays/times that GPB schedules the stationWill be responsible for selling underwriting which meets FCC rules and regulations for anon-commercial, educational station with such underwriting being limited to the days andtimes that GPB is scheduling the broadcast service.Will pay one-half of its net underwriting sales as a license fee to GSU on a quarterlybasis during the term of this agreement.Will pay one-quarter of its net on-air pledge revenue as a license fee to GSU on aquarterly basis in the fourth year of the agreement, and will pay one-half of its net on-airpledge revenue in the fifth and subsequent years ofthe agreement.Will identifu WRAS every half hour during the days/times that GPB schedules the stationas "WRAS, 88.5, a joint broadcast service of Georgia State Universrry and GeorgiaPublic Broadcasting".Will make available to GSU a minimum of one (1) ten-second (:10) public serviceannouncement (PSA) per hour during the days and times that GPB schedules the servicewith the understanding that such PSA will be an image spot for GSU or its entities andnot seek to raise dollars, goods or services from listeners and will comply with allapplicable FCC rules and regulations as well as GSU and GPB policies.Will suspend or preempt its regular program schedule on WRAS when necessary toaccommodate live Saturday broadcasts of GSU football, and will preempt its regularprogrirm schedule on WRAS when necessary for GSU men's and women's basketballgames to accommodate live Saturday or Sunday broadcasts or weekday broadcastsoutside of drive time, defined as 5:00 to 9:00 AM and 4:00 to 7:00 PM.Will suspend or preempt its regular program schedule on its seventeen (17) station state-

wide radio network to accommodate live Saturday broadcasts of GSU football.Will work with GSU to identify non-sports programming suitable for joint productionand scheduling during the days and times that GPB schedules the broadcast service.Will consider content produced by GSU-TV for possible distribution on GPB's state-wide television network.

Will make Arbitron audience listening information available to GSU to the ertent it islegally allowed within GPB's agreement with Arbitron.Will parurer with GSU to acquire bond dollars to cover all one-time costs of transitioningWRAS to digital broadcast with the understanding that engineering personnelrepresenting GSU and GPB will jointly consider options and make recommendations forthe most cost efficient and broadcast effective means of achieving broadll' basedaudience coverage in the Atlanta market.

B. Georgia State University (GSU):o Will make the full power broadcast sigral of WRAS available to GPB Sundal' through

Saturday, 5:00 AM to 8:00 PM, 365 days a year for a period of fifteen (15) yearsbeginning July 1,2013.

o Will maintain ownership of and be fully responsible for maintaining in good standing thebroadcast license of WRAS.

r Will have responsibility for keeping in good working order all equipment necessary forthe professional production and broadcast of programming on WRAS including but notlimited to confrol rooms, studios, transmitters, and towers, and will employ the necessarystaff to maintain it as necessary.

o Will have full use of and full responsibility for any and all additional digital servicesavailable following the transition of WRAS to digital broadcasting.

o Will be responsible for providing to GPB and updating as necessary the ten-second (:10)public service arutouncement which will be broadcast at a minimum of once per hourduring the days and times that GPB schedules the service.

. Will be responsible for producing or causing to be produced any and all coverage of GSUfootball and GSU men's and women's basketball ttrat will be carried by WRAS or any ofGPB's network of stations under this agreement..

2. CONSIDERATION: GPB shall pay GSU no fees other tlan those outlined in Section 1,

paragraph A as a license fee.

3. TERM: The term of this Agreement shall commence July 1, 2013 and end June 30, 2028 or uponthe termination of this Agreement as provided in Paragraph 7. During the final twelve (12) months of theagreement, GPB shall have the right to renew the current agreement on similar terms for another fifteen(15) yearperiodbetween July 1, 2028 and,June 30, 2043.

4. INDEMINIFICATION: GPB and GSU hereby waive, release, relinquish, discharge and agree toindemnifu, protect and save harmless each other, their offrcers and employees (collectively "Indemnities"),of and from any and all claims, demands, liabilities, loss, costs or expenses for any loss or damage forbodily injury (including but not limited to death), personal injury, property damage suffered by either GPBor GSU or caused by an act or omission on the part of GPB or GSU, its employees, agents or any otherparty acting on behalf of either (collectively, the Indemnity Claims").

6. TERMINATION: Either party may terminate this agreement by providing a twelve-month (12)written notice to the other parfy. If this Agreement is terminated by GSU for any reason, GPB shall paythe license fee referenced within lA above to GSU for only the first six months (6) of the twelve-month(12) notice period. No payments will be due GSU from GPB for the final six-month (6) period of theagreement following termination. No other payments will be due GSU by GPB following termination ofthis Agreement.

8. DRUG FREE WORKPLACE: In compliance wittr the Federal Drug Free Workplace Act of 1988,GSU hereby certifies that GSU will not engage in the unlawful manufacture, disfibution, possession, oruse of a controlled substance in the performance of this Agreement. GSU shall abide by the terms of thisstatement as a condition of this Agreement and notiS the Commission of any drug violation occurring inthe workplace no later than five days after conviction.

9. TRADING WITH GSU EMPLOYEES: GSU hereby certifies that this Agreement does.not andwill not violate the provisions of Official Code of Georgia Annotated $ 45-10-20 et. seq. in any respect.

10. FIINDING CLAUSE: Notwithstanding any other provision of this agreement, the parties heretoacknowledge that GPB, as an agency of the State of Georgia, is prohibited from pledging the state's credit.In the event that the source of payment for the total obligation no longer exists or is insufficient withrespect to the deliverables, this agreement shall terminate without further obligation of GPB.

11. ACCOUNTING REQUIREMENTS CLAUSE: GSU and GPB agree to maintain books, records,documents, and other evidence pertaining to the costs and expenses of this agreement (collectively the"records") to the extent and in such detail as will properly reflect all payments received under thisagreement. GSU's and GPB's accounting procedures and practices shall conform to GAAP (generallyaccepted accounting principles) and the costs properly applicable to this agreement shall be readilyascertainable there from.

12. CHOICE OF LAW: Regardless of its place of physical execution or performance, the provisionsof this Agreement shall in all respects be construed according to, and the rights and liabilities of the partieshereto shall in all respects be governed by, the laws of Georgia. Both GPB and GSU shall submit to thejurisdiction of the courts of Georgia with regard to any claim, action, or proceeding with respect to thisAgreement.

13. MISCELLANEOUS: This Agreement shall be binding upon the heirs, legal representatives,successors, and assigns of GPB and GSU. This Agreement constitutes the complete understanding of theparties. Neither GPB nor GSU are relying upon any statements, warranties, or representations except thosecontained in this Agreement. No modification, waiver, or extension of any provision herein shall be validunless in writing and signed by both parties, and no waiver shall be deemed a continuing one. GSU shallnot assigrr this Agreement, or any part of it.

14. AMENDMENT IN WRITING: The terms, provisions, representations and warranties containedin this Agreement shall survive the termination or expiration of this Agreement. It is understood andagreed that no subsequent alteration, amendment, change or addition to this Agreement shall be bindingupon the parties herein unless reduced to writing and signed by all parties to this Agreement.

15. ACCESS TO RECORDS: GPB or any duly authorized representatives shall have access to anybooks, documents, papers, and records of GSU which are directly pertinent to this contract for the purposeof making an audit, examination, excerpts, and franscriptions.

16. COMPLIANCE WITH STATUES: GSU and GPB shall perform their obligations hereunder inaccordance with all applicable federal and state laws and regulations now or hereafter in effect.

17. CURE PROVISION: In the event the GSU fails to fulfill its confiact obligations, GPB has theoption to provide GSU the opportunity to cure the default. Should GPB choose to exercise this option,GPB shall give written notice to the GSU of the alleged default, and provide the GSU thirfy (30) days inwhich to cure such default. Should the GSU fail to crne such default within thirfy (30) days of receipt ofwritten notice, GPB may immediately terminate this contract, in whole or in part, because of the failure ofthe GSU to fulfill its contract obligations. Upon receipt of termination notice, GSU shall deliver to GPB allmaterials which may have been prepared for or accumulated by the GSU in the performance of thiscontract, whether completed or in process. Additionally, the GSU will return all of GPB's property, whenapplicable, at GSU's expense upon termination of the contact.

18. ASSIGNMENT: This contract shall not be assigned or transferred by GSU or GPB unlessconsented to in writing by both parties.

19. TIME IS OF THE ESSENCE: Tirne is of the essence in this Agreement.

Georgia State University Georgia Public Telecommunications Commission

Mark P. Becker (date) Teya Ryan (date)President President & Executive DirectorGeorgia State University Georgia Public Telecommunications Commission

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Benefits of GPB Partnership

1. Access to NPR programming on WRAS, the premiere radis prograrnrning available

2. Access to NPR programming not available to student stations

3. GSU related programming on both radio and TV networks state-wide, including faculty

segments.

4. WRAS student-programmed show on state-wide radio network5. Greatly increased audience for WRAS, providing large lead-in audience for student

programming

5. WRAS becomes one of the premiere NPR stations - #9 radio market.

7. Ongoing support for operations, allowing increased emphasis on streaming to student

audience

8. lncreased student opportunities for internships and in GSU-related productions

9. Opportunity for WRAS to become the leader in a new modelfor student-programmed

radio in higher education