JeffWalker

From:
Sent
To:
Subject:
Sensitivity:
Dr. Covy,
Jeff William Walker
Wednesd 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 expense
projections seem very high. I would bet that with the pressure they are under, Teya sees this as a way to offload much of
her radio staff onto the revenue from WRAS. I also think that if WABE could make an offer they would far exceed the
GPB 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 explicitly
violating FCC rules in their opinion, violates FCC rules in the opinion of our communications attorneys. lt also
seems there should be some language that would protect
GSU against airing underwriting which reflects poorly
upon 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 Georgia
Public Broadcastingf implies that we don't own the license outright and might cause sorne to think that GPB
programs
the nighttime as well. l'd suggest something like, "With NPR all day from Georgia Public Broadcasting
and 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 can
see 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 would
have to be amended to move to another tower, allows us the best signal possible. We also have the funding. lf
we let the FCC permit expire we will not be able to gain FCC approval of a better signal due to other applicant's
filings which would limit our signal. They also propose that we 'Jointly considef engineering options. We do not
want them dictating our engineering decisions, as the opportunity to make these changes are once-in-a-lifetime
decisions 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 Covey
Sent: Wednesday, January 23,20L3 4:22PM
To: Jeff William Walker
Subject: 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 EST
To: Douglass French Co\-e\'
(-,,
,
"-
i._;'..r ,
,' ,)
Subject: Draft Agreement
Doug,
Attached is the drafr received from GPB.
Kerry
Jeff,Walker
Fforrt Douglass French Covey
S.nt Wednesday, January 23,2OL3 4:22 PM
To: Jeff William Walker
$biect Fwd: Draft Agreement
Attachments: 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 EST
To: 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 FULTON
CONTRACT AGREEMENI
This contract is made and entered into this day of in the year 2012 by and
between the Georgia Public Telecommunications Commission, also doing business as Georgia Public
Broadcasting and hereinafter referred to as GPB, 260 l4th Stree! NW, Atlanta, Georgia 30318 and
Georgia 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 necessary
program rights, scheduling that programming in a news/information format, marketing and underwriting
that programming for distribution over the broadcast signal of WRAS-FM, 88.5, licensee of GSU. Such
distribution will occur 365 days per yeax, Sunday through Saturday between 5:00 AM and 8:00 PM. Each
party 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 best
serve audiences across the Atlanta market with non-oommercial, educational
programming.
Will be responsible based on the common practices of public radio stations for editorial
control of all programming content, announcers/hosts, and announcements during the
days/times that GPB schedules the station
Will be responsible for selling underwriting which meets FCC rules and regulations for a
non-commercial, educational station with such underwriting being limited to the days and
times that GPB is scheduling the broadcast service.
Will pay one-half of its net underwriting sales as a license fee to GSU on a quarterly
basis during the term of this agreement.
Will pay one-quarter of its net on-air pledge revenue as a license fee to GSU on a
quarterly basis in the fourth year of the agreement, and will pay one-half of its net on-air
pledge revenue in the fifth and subsequent years ofthe agreement.
Will identifu WRAS every half hour during the days/times that GPB schedules the station
as "WRAS, 88.5, a
joint
broadcast service of Georgia State Universrry and Georgia
Public Broadcasting".
Will make available to GSU a minimum of one (1) ten-second (:10) public service
announcement (PSA) per hour during the days and times that GPB schedules the service
with the understanding that such PSA will be an image spot for GSU or its entities and
not seek to raise dollars, goods or services from listeners and will comply with all
applicable FCC rules and regulations as well as GSU and GPB policies.
Will suspend or preempt its regular program schedule on WRAS when necessary to
accommodate live Saturday broadcasts of GSU football, and will preempt its regular
progrirm schedule on WRAS when necessary for GSU men's and women's basketball
games to accommodate live Saturday or Sunday broadcasts or weekday broadcasts
outside 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 production
and 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 is
legally allowed within GPB's agreement with Arbitron.
Will parurer with GSU to acquire bond dollars to cover all one-time costs of transitioning
WRAS to digital broadcast with the understanding that engineering personnel
representing GSU and GPB will jointly
consider options and make recommendations for
the most cost efficient and broadcast effective means of achieving broadll' based
audience 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) years
beginning July 1,2013.
o
Will maintain ownership of and be fully responsible for maintaining in good standing the
broadcast license of WRAS.
r
Will have responsibility for keeping in good working order all equipment necessary for
the professional production and broadcast of programming on WRAS including but not
limited to confrol rooms, studios, transmitters, and towers, and will employ the necessary
staff to maintain it as necessary.
o
Will have full use of and full responsibility for any and all additional digital services
available 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 hour
during the days and times that GPB schedules the service.
.
Will be responsible for producing or causing to be produced any and all coverage of GSU
football and GSU men's and women's basketball ttrat will be carried by WRAS or any of
GPB'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 upon
the termination of this Agreement as provided in Paragraph 7. During the final twelve (12) months of the
agreement, 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 to
indemnifu, 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 for
bodily injury (including but not limited to death), personal injury, property damage suffered by either GPB
or GSU or caused by an act or omission on the part of GPB or GSU, its employees, agents or any other
party 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 pay
the 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 the
agreement following termination. No other payments will be due GSU by GPB following termination of
this 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, or
use of a controlled substance in the performance of this Agreement. GSU shall abide by the terms of this
statement as a condition of this Agreement and notiS the Commission of any drug violation occurring in
the workplace no later than five days after conviction.
9. TRADING WITH GSU EMPLOYEES: GSU hereby certifies that this Agreement does.not and
will 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 hereto
acknowledge 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 with
respect 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 this
agreement. GSU's and GPB's accounting procedures and practices shall conform to GAAP (generally
accepted accounting principles) and the costs properly applicable to this agreement shall be readily
ascertainable there from.
12. CHOICE OF LAW: Regardless of its place of physical execution or performance, the provisions
of this Agreement shall in all respects be construed according to, and the rights and liabilities of the parties
hereto shall in all respects be governed by, the laws of Georgia. Both GPB and GSU shall submit to the
jurisdiction
of the courts of Georgia with regard to any claim, action, or proceeding with respect to this
Agreement.
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 the
parties. Neither GPB nor GSU are relying upon any statements, warranties, or representations except those
contained in this Agreement. No modification, waiver, or extension of any provision herein shall be valid
unless in writing and signed by both parties, and no waiver shall be deemed a continuing one. GSU shall
not assigrr this Agreement, or any part of it.
14. AMENDMENT IN WRITING: The terms, provisions, representations and warranties contained
in this Agreement shall survive the termination or expiration of this Agreement. It is understood and
agreed that no subsequent alteration, amendment, change or addition to this Agreement shall be binding
upon 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 any
books, documents, papers, and records of GSU which are directly pertinent to this contract for the purpose
of making an audit, examination, excerpts, and franscriptions.
16. COMPLIANCE WITH STATUES: GSU and GPB shall perform their obligations hereunder in
accordance 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 the
option 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 in
which to cure such default. Should the GSU fail to crne such default within thirfy (30) days of receipt of
written notice, GPB may immediately terminate this contract, in whole or in part, because of the failure of
the GSU to fulfill its contract obligations. Upon receipt of termination notice, GSU shall deliver to GPB all
materials which may have been prepared for or accumulated by the GSU in the performance of this
contract, whether completed or in process. Additionally, the GSU will return all of GPB's property, when
applicable, at GSU's expense upon termination of the contact.
18. ASSIGNMENT: This contract shall not be assigned or transferred by GSU or GPB unless
consented 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 Director
Georgia State University Georgia Public Telecommunications Commission
o
ET
-
s
,.4
\
(3
-s)
o
()
s)
C)
O
N)
b
(f
s)
()
(}
s)
o
o
o
g,
.i
C'T
o
s,
-
G)
o
!,
,I
..1
o
E'
-!
I\}
rt
f,
o
.*
b
(D
s,
e
c,
..A
-o
(,
-9
N)
(o
sc
O
o
!
O
-9
O
O
P
o
o
\
-q,
(rl
O
P
O
o
t<t
lo I
l$ l
l- I
ta I
l.*l
Ir
l(^)l
1"1
l-oi
l6- i
to- i
i(o I
io i
i- i
i(D I
l< I
lo I
l= I
ic I
lo I
1.* I
io
i
roi
,1]l
Etr]
,Q
i
fl
=,
-{,
=
@
q-
E
a
o
T
ul
o
I
o
o
.(f,
o
0)
0)
o-
o
0)
N)
o
a
@
o
I
o
o)
-t
.F
a
5
0)
-
o
e
=' J
o
a
s
Z
o
io
6-
o-
(o
o
-t
o
o
=
C
o
N
(,
s
0)
f
o-
o
o-
o
= =. f.
= (o
o
o
=
C
o
(rl
O
s
o
0)
-l
(}|
s)
= o-
cr
o
o
)
o-
v)
J
0)
-l
o
=
,+
J
o
o
z
o
o
6-
o-
o
o
o
o
=
o
(,
O
s
o)
=
o-
)
o
E
:f
o-
o
= =.
=
=
o
o
=
c
o
(,
o
s
I lG)
I 1 <.rr
I l-P
lio
ilo
I ic)
lib
iio
ii
-
-l---
r--
ll-^
I ljv
lio
ilo
llP
lio
ilo
(Jt
N)
(Jt
(}
P
O
o
-\,
-9'
(,
O
P
o
O
=
7
a
I
'n
=
7
o
o
I
J
g
o
!t
ra
J
o.
{
o
{
r
7
rn
rn
z
C
rn
rl
x
1l
m
z
g
I
{
C
v
rn
a
v
m
m
Z
C
m
c
i,
(}.
o
==. ri
!
J
GI
(Jl
o
-9
O
o
P
o
O
i.J
io
lc)
iJ)
lc>
ro
io
ib
lo
,Al
el
(,ti
oi
ol
-ol
O]
ol
t1
O]
1\)
C)
-s)
o
(:)
s)
C)
N)
-..1
5,t
o
(3
s)
O
N)
{
J.I'
O
O
s)
(:)
(-,
i
I
l
N)
C)
-9
(}
c)
P
o
O
N)
(}l
-9
(}
o
P
O
o
{
o
(D
'o
o
o
I
(3
()
..1
i\N
o
()
b
e
o
t)
o
.A
t
{
(Il
o
'(9
c,
o
t,
o
7
rTt
fn
z
C
m
{
o
{
r
-.t
.O
f\)
so
(Jt
(o
F
(:)
C)
t
-
o
n
-
!)
I
3
o
.cr
tr
-t
a
II
rlr 'rl
o
I
r.a
a
(o
&
J^)
@
o
P
()
o
-.}'
b
-\
(o
-s
()
s)
o
o
I
{
J.T'
(}
O
s)
O
(:)
.A
Ju
o
o
I
O
O
rnl
Xlo
EiH
6,
a
oi
I
;l--
6lr
I io
=,l
cL
si(o
3 io
al
i
i
I
I
I
l
I
I
I
i
i
ir
1s
i(Jl
r (r)
Iro
is
irn
i(o
,s
:l
,O
iO
l
.ll
\b,i
CD C'I
CDI
\i,
(0 (0
(00
bb
ooi
-l
g
-l
{
o
to
(3
(D
b
o
..l
s
o
b
c,
g)
i'
(3
o
o
o
tn
x
!
ITt
z
(f,
--\j
si
{i
ol
sl
sr
ol
ei
.i
oi
oi
vi
.Ar
t.l
s
rrf
b
(!}
o
b
o
Y
I
o
a
C
a
t
v
nt
z
o
i+
7
o
$
-J
c
o
I r*t
j (rl
i5
Iu
i.-
io
rO
lr
i(ll
lo
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 network
5. 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