See Def. Statement of Uncontroverted Material Facts at 1. This Governmental-Proprietary

IN THE CIRCUIT COURT FOR THE CITY OF ST.
LOUIS
TWENTY SECOND JUDICIAL CIRCUIT
STATE OF MISSOURI
TIM EBY, )
)
Plaintiff, )
)
v. ) Case No.: 2322-CC05695
)
THE BOARD OF CURATORS OF )
THE UNIVERSITY OF MISSOURI ) Division: 1
)
Defendant. )
PLAINTIFF’S RESPONSE TO DEFENDANT’S MOTION TO DISMISS OR

ALTERNATIVE MOTION FOR SUMMARY JUDGMENT
Plaintiff responds to Defendant’s Motion To Dismiss Or For Alternative Motion For
Summary Judgment, stating as follows:
I. INTRODUCTION
This Court should deny Defendant’s motion to dismiss and for summary judgment
because Plaintiff has pleaded and proved there is a question of fact whether St. Louis Public
Radio (“STLPR”) is a proprietary function of the University of Missouri. The controlling
precedent in this case is State ex rel. Allen v. Barker, 581 S.W.2d 818 (Mo. 1979), which held
that a Plaintiff in a lawsuit against a school radio station should be afforded the opportunity to
amend his petition to plead the proprietary function exception to sovereign immunity. Defendant
admitted in its Statement of Facts that it is legally identical to a school district for the purpose of
this analysis, stating that it is “a public corporation and instrumentality of the state of Missouri.”
See Def. Statement of Uncontroverted Material Facts at ¶1. This governmental-proprietary
function analysis has been repeatedly used by Courts to determine whether sovereign immunity
is appropriate for schools, colleges and universities. Pursuant to this test, STLPR is a proprietary
1
function of Defendant for 4 reasons: 1) it does not serve an educational purpose; 2) the Editorial
Board is not controlled by the State of Missouri; 3) it operates like a business; and, 4) it provides
programming for its local listeners and not the public good. Defendant’s reliance upon State ex
rel. New Liberty Hosp. Dist. v. Pratt, 687 S.W.2d 184 (Mo. banc 1985) is inappropriate because
Defendant is not a hospital district. Equally, Defendant’s reliance upon State ex rel. Missouri
Dep't of Agric. v. McHenry, 687 S.W.2d 178 (Mo. 1985) is inappropriate because Defendant is
not a State. And while the dicta in Pratt favors Plaintiff and the dicta in McHenry favors
Defendant, none of this dicta is binding or the appropriate basis for a decision in this case. This
Court must decide whether Defendant has sovereign immunity based upon the controlling
precedent of Barker.
Defendant’s motion is fatally flawed and should be outright denied. Defendant failed to
distinguish the controlling precedent in Barker. Defendant wrongly relied upon the dicta in Pratt
and McHenry, and failed to appreciate footnote in Pratt that acknowledged the controlling
precedent of Barker. Defendant wrongly stated that Allen v. Salina Broadcasting, Inc., 630
S.W.2d 225 (Mo.App.1982), a case very similar to this one, has been abrogated or limited to its
facts, when it hasn’t. See Def. Memorandum Of Law at 8. Defendant failed to produce a single
piece of evidence that indicates that STLPR operated as a governmental function. And,
Defendant wrongly relied upon an abrogated case from Missouri’s Western Appellate District
(Anderson v. State, 709 S.W.2d 893 (Mo. App. W.D. 1986)) that it confused for Supreme Court
precedent. See Def. Memorandum of Law at 8, 10. Because Defendant failed to make a viable
argument for dismissal or assert evidence that STLPR was a governmental function of
Defendant, its motion should be denied.
2
II. LEGAL STANDARDS
In Smith v. Humane Soc'y of United States, 519 S.W.3d 789, 797–98 (Mo. banc
2017)(internal citations omitted), the Supreme Court of Missouri explained the appropriate
standard for evaluating a motion to dismiss:
A motion to dismiss for failure to state a claim is solely a test of “the adequacy of
a plaintiff's petition.” Exhibits attached to the petition are reviewed as part of the
petition. The facts alleged in the petition are assumed to be true, and all
reasonable inferences are liberally construed in favor of the plaintiff. The petition
is reviewed in an almost academic manner, to determine if the facts alleged meet
the elements of a recognized cause of action, or of a cause that might be adopted
in that case.
See also VAMR 55.27. In evaluating Plaintiff’s Petition, this Court must give the alleged facts
their “broadest intendment”, and they must be construed favorably to the plaintiff to determine
whether the averments invoke substantive principles of law which entitle the plaintiff to relief.
See Schultz v. Bank of Am. Merrill Lynch Credit Corp., 645 S.W.3d 689, 695 (Mo. Ct. App.
2022)(citations omitted). If the petition sets forth any set of facts that, if proven, would entitle
the plaintiffs to relief, then the petition states a claim and the motion to dismiss must be denied.
See Ward v. West County Motor Co., Inc., 403 S.W.3d 82, 84 (Mo. banc 2013); Underwood v.
Kahala, LLC, 554 S.W.3d 485, 493 (Mo. App. S.D. 2018).
With respect to motions for summary judgment, the Missouri Supreme Court explained
the appropriate legal standard as follows:
[A] “defending party” may establish a right to judgment by showing (1) facts that
negate any one of the claimant's elements facts, (2) that the non-movant, after an
adequate period of discovery, has not been able to produce, and will not be able to
produce, evidence sufficient to allow the trier of fact to find the existence of any
one of the claimant's elements, or (3) that there is no genuine dispute as to the
existence of each of the facts necessary to support the movant's properly-pleaded
affirmative defense.
3
ITT Com. Fin. Corp. v. Mid-Am. Marine Supply Corp., 854 S.W.2d 371, 381 (Mo.
1993)(emphasis in original). This Court must review the record in a light most favorable to the
non-movant, and the non-movant must be afforded the “benefit of all reasonable inferences.” Id.
If the movant requires an inference from the evidence to establish the right to judgment as a
matter of law and the evidence reasonably supports any other inference, then a genuine dispute
exists and the movant is not entitled to summary judgment. Id.
Summary judgment tests for the existence, not the extent, of these genuine disputes. Id. at
378. If a genuine dispute is shown for the material fact on which a movant has based a motion
for summary judgment, summary judgment is not proper. Bergstrom v. Welco Mfg. Co., 487
S.W.3d 5, 9 (Mo. App. E.D. 2015)(citing Sundermeyer v. SSM Regional Health Servs., 271
S.W.3d 552, 554 (Mo. 2008)). A genuine issue of fact exists when there is the slightest doubt as
to a material fact; and, a fact is material if it is of such “legal probative force as would control or
determine the result of the litigation.” See State ex rel. McDonnell Douglas Corp. v. Gaertner,
601 S.W.2d 295, 298 (Mo.App.1980).
Because summary judgment motions seek an extreme and drastic measure cutting of a
party’s right to its “day in court”, Courts must exercise caution in granting such motions. Id. at
115.
III. PLAINTIFF HAS PLEADED AND PRESENTED SUFFICIENT EVIDENCE TO

CREATE A QUESTION OF FACT AS TO WHETHER ST. LOUIS PUBLIC
RADIO WAS A PROPRIETARY FUNCTION OF DEFENDANT
1. Defendant And School Districts Are Legally Identical For The Purpose Of A
Sovereign Immunity Analysis
To begin with, for the purpose of a sovereign immunity analysis, Defendant and a school
district are legally indistinct. The Missouri Supreme Court explained: “School districts are
bodies corporate, instrumentalities of the state established by statute to facilitate effectual
4
discharge of the General Assembly's constitutional mandate to establish and maintain free public
schools....” See Savannah R-III Sch. Dist. v. Pub. Sch. Ret. Sys. of Mo., 950 S.W.2d 854, 858
(Mo. 1997)(citing State ex rel. Independence Sch. Dist. v. Jones, 653 S.W.2d 178, 185 (Mo. banc
1983)). See also Kansas City v. Sch. Dist. of Kansas City, 201 S.W.2d 930, 933 (1947)(“A
school district is a ‘public corporation’ forming an integral part of the State and constitution that
instrumentality of the State utilized by the State in discharging its constitutionally invoked
governmental function of imparting knowledge to the State's youth.”). School Districts are
“instrumentalit[ies] of the state for one single and noble purpose, viz., to educate the children of
the district”. See Kansas City v. Sch. Dist. of Kansas City, 201 S.W.2d 930, 933 (1947).
Likewise, in its sovereign immunity challenge to this lawsuit, Defendant identifies itself
in the exact same manner that Missouri Courts identify School Districts for the purpose of
sovereign immunity: “a public corporation and instrumentality of the state of Missouri”. See
Def. Statement of Uncontroverted Material Facts at ¶1. Just like School Districts, Defendant is a
public corporation. See Todd v. Curators of Univ. of Missouri, 347 Mo. 460, 464, 147 S.W.2d
1063, 1064 (1941)(“The defendant, the Curators of the University of Missouri, is a public
corporation.”). Likewise, Defendant is an instrumentality of the State for the purpose of
education. Their mission is “to provide all Missourians the benefits of a world-class research
university”. See <https://missouri.edu/mission-values> [https://archive.md/o8HaI].
Accordingly, for the sovereign immunity analysis, this Court should analyze Defendant in the
same manner that Missouri Courts have analyzed other schools.
5
2. Missouri Appellate Courts Have Repeatedly And Consistently Applied The
Governmental-Proprietary Function Test To Schools To Determine Sovereign
Immunity
i. The Controlling Precedent Of The Missouri Supreme Court Decision In

State ex rel. Allen v. Barker Maintains That The Governmental-
Proprietary Function Test Should Be Used To Determine Sovereign
Immunity For Schools
The issue of whether sovereign immunity applies to Defendant’s operation of St. Louis
Public Radio is controlled by the Missouri Supreme Court’s decision in State ex rel. Allen v.
Barker, 581 S.W.2d 818 (Mo. 1979) and its progeny. Allen was a lawsuit by realtor John M.
Allen against, inter alia, R-1 School District No. 1 of Dallas County, Missouri which operated
KBFL radio station. Id. at 820. The radio station had accused the plaintiff of starving and
killing his cattle, which was a criminal offense. Id. Citing Krueger v. Bd. of Educ. of City of St.
Louis, 274 S.W. 811, 814 (Mo. 1925), the high court explained that the crux of the
governmental-proprietary function analysis “is that the duty assumed is public in character, and
not for profit, but for the public good, and is directly related to and in aid of the general and
beneficient purposes of the state . . .” Barker, 581 S.W.2d at 825. Holding that the
governmental-proprietary function analysis applies to school districts, the Missouri Supreme
Court ruled that the plaintiff “should be given an opportunity to amend the petition to aver
sufficient facts to bring the cause within the exception to the general doctrine of immunity.” Id.
The Supreme Court’s decision in Barker is binding in this case, and it has not been
abrogated or narrowly limited to its facts.
ii. Missouri Courts Have Repeatedly Used The Governmental-Proprietary

Function Test To Evaluate Sovereign Immunity For Schools
Following the Missouri Supreme Court’s decision in Barker, Missouri Appellate Courts
have held that the governmental-proprietary function test is appropriate for determining
6
sovereign immunity for schools, colleges and universities in at least five different cases. To
begin with, in a case that mirrors this one, the Missouri Appellate Court addressed the remanded
lawsuit in Barker in Allen v. Salina Broadcasting, Inc., 630 S.W.2d 225 (Mo.App.1982). The
Appellate Court began by acknowledging the purpose of the school district, stating:
The prevailing view was that the school district existed “ ‘... for one single and
noble purpose, viz., to educate the children of the district.’ ” Kansas City v.
School District of Kansas City, supra, at 933. However, as State ex rel. Allen v.
Barker, supra, rules, those functions of a school district that do not serve this
“noble purpose” are proprietary functions and are not given immunity.
Salina, 630 S.W.2d at 227. The Court proceeded by explaining that the “underlying test is
whether the particular act performed is for the common good of all or whether the act can be
performed adequately only by government and is governmental in character.” Id. While the
Court acknowledged that the “distinction between governmental and proprietary functions is
most often applied to municipalities”, Id., the Court proceeded to hold that, based upon the
proprietary function test, there was an issue of fact that precluded summary judgment, Id. at 228-
9.
In arriving at its decision, the Salina Court determined that many of the functions of the
school radio station were proprietary in nature.
While it appears from the affidavits in support of the motion that the purpose of
the School District and the major function of its radio station may be educational,
the counter-affidavit, which supports some of the allegations of plaintiff's
amended petition, indicates there are some phases of its operation that are not.
According to the counter-affidavit the station operates during times when there
are no students in school or involved in the station; it has a full-time staff, none of
which are students, and, the Corporation for Public Broadcasting exercises a
certain amount of control over the manner and method of the station's operation.
Plaintiff's amended petition avers the alleged defamatory story was broadcast by a
paid staff member, based upon his own research or investigation, without student
participation, and that this same staff member made the decision to air the alleged
defamatory story.
7
Id. at 228. In other words, the Court noted that some phases of the radio station’s operation were
not educational, and that the persons who published the alleged defamation were not students.
Based upon this analysis, the Appellate Court held that the school radio station was a proprietary
function and that the grant of summary judgment by the trial court on the issue of sovereign
immunity was inappropriate. Id. at 228-9. Notably, Salina has not been abrogated or narrowly
limited to its facts. See Defendant’s Memorandum Of Law at 8.
Subsequent Missouri Appellate Cases have equally held that the governmental-
proprietary function test was appropriate for determining sovereign immunity for schools,
although frequently concluding that the functions at issue in those lawsuits were governmental.
In Johnson v. Carthell, 631 S.W.2d 923, 926 (Mo. Ct. App. 1982), the Appellate Court held that
“[p]roprietary functions of school districts form one exception” to sovereign immunity, even
though it ultimately held that “transportation for school children is generally considered a
governmental function”. Likewise, in Coal. to Pres. Educ. on the Westside v. Sch. Dist. of
Kansas City, 649 S.W.2d 533, 536 (Mo. Ct. App. 1983), the Appellate Court applied the
proprietary function test to a contract between an association and a school district and found that
the contract at issue was not proprietary in nature. In Fowler v. Bd. of Regents for Cent. Missouri
State Univ., 637 S.W.2d 352, 353 (Mo. Ct. App. 1982), the Court held: “It is correct that some
functions performed by school districts may be considered proprietary and that suits arising
therefrom will not be barred by sovereign immunity.” In that same paragraph, the Court
explained that construction and maintenance of university grounds are governmental functions.
Id. Similarly, in Aiello v. St. Louis Cmty. Coll. Dist., 830 S.W.2d 556, 558 (Mo. Ct. App. 1992),
the Appellate Court used the governmental-proprietary function analysis to determine that
sovereign immunity applied to the College, holding that the Vice-Chancellor’s actions were
8
governmental. Although the functions at issue in these cases were not proprietary, the Courts
repeatedly applied the governmental-proprietary function analysis to determine sovereign
immunity.
2. St. Louis Public Radio Is A Proprietary Function Of The University Of

Missouri
This Court should deny Defendant’s motion for dismissal/summary judgment because St.
Louis Public Radio is a proprietary function of the Defendant. There are 4 indicators that
STLPR is a proprietary function: 1) it does not serve an educational purpose; 2) the Editorial
Board is not controlled by the State of Missouri; 3) it operates like a business; and, 4) it provides
programming for its listeners and not the public good.
To begin with, STLPR is a proprietary function because it is not tasked with educating
Missouri students. The purpose of the University of Missouri is similar to other Missouri
schools: “to provide all Missourians the benefits of a world-class research university.” See
<https://missouri.edu/mission-values>; Exhibit 1, Aff. Tim Eby at ¶14; Amended Petition at ¶31.
See also Allen v. Salina Broad., Inc., 630 S.W.2d 225, 227 (Mo. Ct. App. 1982)(Missouri schools
have “one single and noble purpose, viz., to educate the children of the district.”)(internal
citations omitted). The articles at issue in this case were not written for the purpose of education,
and they were not written or edited by Missouri students. See Exhibit 1, Aff. Tim Eby at ¶¶
12,13. See also Salina, 630 S.W.2d at 227 (“At the time of the alleged defamatory broadcast
plaintiff claims there was “substantially” no student involvement. Plaintiff further claims: ‘That
the particular news program complained of was handled and broadcast by paid staff personnel
with students seldom, if ever, called upon to participate in any meaningful sense.’”). Moreover,
STLPR programming includes comedy shows, such as “Wait Wait . . . Don’t Tell Me”, which are
not educational. See Exhibit 1, Aff. Tim Eby at ¶ 16; Amended Petition at ¶32. See also Salina,
9
630 S.W.2d at 228(“While it appears from the affidavits in support of the motion that the
purpose of the School District and the major function of its radio station may be educational, the
counter-affidavit, which supports some of the allegations of plaintiff's amended petition,
indicates there are some phases of its operation that are not.”). This is because STLPR “does not
focus on providing programming and news for students in the University of Missouri System.”
See Exhibit 1, Aff. Tim Eby at ¶ 15; Amended Petition at ¶31. The lack of student involvement
and educational purpose should be determinative of the proprietary function test in this case
because these same facts were determinative of the Appellate Court’s decision in Salina. See
Salina, 630 S.W.2d at 227 (“The particular use of the radio station at the time of the tort is
determinative.”)(internal citations omitted).
Second, STLPR is a proprietary function of the University because the University does
not control the Editorial Board of the Station. In Stacy v. Truman Med. Ctr., 836 S.W.2d 911,
919 (Mo. 1992) 1, the Missouri Supreme Court explained that that the most critical requirement
for sovereign immunity under the governmental-proprietary function test is that “they are
controlled by and directly answerable to one or more public officials, public entities, or the
public itself.” This case concerned the decisions of the STLPR Editorial Board to publish
defamatory articles, and STLPR explicitly states that the Editorial Board is not controlled by
public officials. See Exhibit 1, Aff. Tim Eby at ¶ 17, 18; Amended Petition at ¶¶ 34, 41. On
their website, STLPR proudly states: “[E]ven though the University of Missouri System Board of
Curators owns our FCC license, we maintain editorial independence of our content.” See
<https://www.stlpr.org/editorial-independence-statement> [https://archive.ph/9498w]. See also
STLPR, “Eby Lands $70K Consulting Contract After Resigning As St. Louis Public Radio GM”,
1
A portion of this opinion was abrogated for reasons unrelated to its governmental-proprietary function analysis.
See Southers v. City of Farmington, 263 S.W.3d 603 (Mo. 2008).
10
Oct. 1, 2020, https://www.stlpr.org/2020-10-01/eby-lands-78k-consulting-contract-after-
resigning-as-st-louis-public-radio-gm [https://archive.ph/NZmah](citing the tweet of STLPR
Reporter Ryan Delaney: “@umsl leadership has told us several times this week they want
@stlpublicradio to more closely align to the mission to the college. To be clear, we will always
be editorially independent.”). In the absence of control of the Editorial Board who independently
made the decision to publish the subject defamatory articles, Defendant cannot maintain that St.
Louis Public Radio is a governmental function. 2
Third, STLPR is a proprietary function of Defendant because it operates like a private
business. This radio station does not provide a unique or even traditional government services.
See Stacy v. Truman Med. Ctr., 836 S.W.2d 911, 919 (Mo. 1992)(“[E]ach entity [that receives
immunity] must perform a service traditionally performed by the government”). See also Fed.
Deposit Ins. Corp. v. Harrison, 735 F.2d 408, 411 (11th Cir. 1984)(“Whereas in its sovereign
role, the government carries out unique governmental functions for the benefit of the whole
public, in its proprietary capacity the government's activities are analogous to those of a private
concern.”); Condemarin v. Univ. Hosp., 775 P.2d 348, 350 (Utah 1989)(The “standard for
determining governmental immunity under section 63–30–3: ‘whether the activity under
consideration is of such a unique nature that it can only be performed by a governmental agency
or ... it is essential to the core of governmental activity.’”). The operation of a radio station is not
a unique of traditional governmental function; none of the other radio stations in the St. Louis
region are governmental entities. See Exhibit 1, Aff. Tim Eby at ¶19; Amended Petition at ¶35.
2
In fact, when St. Louis Public Radio’s parent station, NPR, was labeled as state-affiliated media by X (formerly
Twitter), it responded that such accusations were false and it stopped using X. See “NPR Quits Twitter After Being
Falsely Labeled as ‘State-Affiliated Media’”, NPR, Apr. 12, 2023, https://www npr.org/2023/04/12/1169269161/npr-
leaves-twitter-government-funded-media-label.
11
Even if STLPR did exclusively provide educational programming (it doesn’t), such educational
broadcasts would not be a unique or traditional governmental function. See Exhibit 1, Aff. Tim
Eby at ¶ 22; Amended Petition at ¶39.
On the other hand, when a government entity operates like a private business, it’s a
proprietary function. For example, Missouri Courts have held that a city-owned water plant may
provide both governmental and proprietary functions. When a water plant provides water to
firefighters, it’s a governmental function; when it sells water for revenue, it’s a proprietary
function. See Theodoro v. City of Herculaneum, 879 S.W.2d 755, 761 (Mo.App.1994) (quoting
Lober v. Kansas City, 74 S.W.2d 815, 823 (Mo.1934)); Junior Coll. Dist. of St. Louis v. City Of
St. Louis, 149 S.W.3d 442, 448 (Mo. 2004). See also Kansas Pub. Emps. Ret. Sys. v. Blackwell,
Sanders, Matheny, Weary & Lombardi, L.C., 114 F.3d 679, 688 (8th Cir. 1997)(“[A]n activity is
a proprietary function if it is commercial in character, usually carried on by private parties, or
conducted for profit.”). Jacobi v. Holbert, 553 S.W.3d 246, 255 (Ky. 2018)(“ “A proprietary
function is of the type normally engaged in by businesses or corporations and will likely include
an element of conducting an activity for profit.”)(internal citation omitted). In this case, STLPR
operates like a private business: it collects revenue; performs surveys and has promotional events
to compete for listeners with private stations; it has branding and marketing; and it does not
receive much, if any, funding from the State. See Exhibit 1, Aff. Tim Eby at ¶¶ 19-22, 24;
Amended Petition at ¶35-38, 40.
Lastly, STLPR is a proprietary function because it caters to its local listeners and not the
public good. The Missouri Supreme Court explained that the crux of the governmental-
proprietary function analysis “is that the duty assumed is public in character, and not for profit,
but for the public good, and is directly related to and in aid of the general and beneficient
12
purposes of the state . . .” Barker, 581 S.W.2d at 825. STLPR does not provide a service to the
people of Missouri; rather, it caters to its local listeners. See Exhibit 1, Aff. Tim Eby at ¶5;
Amended Petition at ¶42. See also Gregg v. City of Kansas City, 272 S.W.3d 353, 360 (Mo. Ct.
App. 2008)(“An act of a municipality performed for the special benefit or profit of the municipal
corporation, in that it provides local necessities and conveniences only to its own citizens, is
classified as a proprietary function.”)(Citation omitted). And, out of that local community,
Defendant’s listeners are the upper crust. STLPR listeners are educated (112% more likely to
hold a post-graduate degree), influential (65% more likely to work in management, business, or
finance), and affluent (53% more likely to earn a household income of $250k+). See
<https://stlpublicradio.marketenginuity.com/audience>. See also Exhibit 1, Aff. Tim Eby at ¶16.
Furthermore, Defendant’s comedy programming, such as “Wait Wait . . . Don’t Tell Me”, is not
for the public health or welfare. See Exhibit 1, Aff. Tim Eby at ¶ 16; Amended Petition at ¶32.
Accordingly, Defendant’s providing comedy radio programming for the upper crust of the local
St. Louis community does not represent a service for the public good or a governmental function.
Notably, Defendant has failed to produced even a scintilla of evidence that would tend to
indicate that St. Louis Public Radio operates as a governmental function.
3. Defendant Is Not A Hospital District
Defendant’s reliance on State ex rel. New Liberty Hosp. Dist. v. Pratt, 687 S.W.2d 184
(Mo. banc 1985) is misplaced because Defendant is not a hospital district Pratt concerned a
lawsuit against a hospital district, which was a governmental entity under Chapter 206, RSMo.
687 S.W.2d at 185. The Pratt plaintiff’s argument was absurd: the hospital district, which was a
governmental entity that only existed for the purpose of providing hospital services, was a
proprietary function. The Missouri Supreme Court began its analysis as follows:
13
The traditional rule, however, permits the application of the governmental-
proprietary distinction (and the preclusion of immunity in the latter circumstance)
only as to municipalities. Any other public entity which “operates under the police
power of the state in the interest of the public health, safety and welfare ... is in
effect an arm of the state exercising exclusively governmental functions,” and is
therefore immune from liability for neglect in the performance of those functions.
687 S.W.2d at 186 (citations omitted). In other words, the Court explained the “traditional rule”
concerning municipalities, and explained that any other entity that operates under the police
power of the state for public health, safety and welfare acts as an arm of the State and is immune
from liability. The Court continued by responding to the Plaintiff’s argument as follows:
The hospital district in the present case was created to fill the sole function of
maintaining a hospital, a function which promotes the health and welfare of the
people. The basis for the claimed liability was the performance of this function.
The hospital district is therefore clothed with the full immunity enjoyed by the
state, and the governmental-proprietary distinction is inapplicable.
Id. By contrast, STLPR programming such as “Wait Wait . . . Don’t Tell Me” does not promote
the health and welfare of the Missouri public. See Exhibit 1, Aff. Tim Eby at ¶ 16; Amended
Petition at ¶32.
Notably absent from Defendant’s citation to this case was the Court’s footnote, which
acknowledged the controlling precedent of Barker.
In State ex rel. Allen v. Barker, 581 S.W.2d 818 (Mo.banc 1979), this Court
permitted plaintiff in a libel suit against a school district to amend his petition
following dismissal to aver facts sufficient to show the proprietary character of
the complained-of acts. This Court's opinion does not address the applicability of
the governmental-proprietary distinction to school districts.
In other words, the Missouri Supreme Court acknowledged in dicta that the analysis in Barker is
untouched, and thus still controlling.
14
4. Defendant Is Not A State
Equally, Defendant’s reliance upon McHenry is misplaced because the University of
Missouri is not a State. See State ex rel. Missouri Dep't of Agric. v. McHenry, 687 S.W.2d 178
(Mo. 1985); Def. Statement of Uncontroverted Material Facts at ¶1(“The University is a public
corporation and instrumentality of the state of Missouri”). McHenry concerned a surety that
filed suit against, among others, the State of Missouri and the Missouri Department of
Agriculture (a part of the State). Id. at 180. Here, again, the plaintiff’s argument was not a good
one: “state regulation of warehouses and grain dealers is a ‘proprietary’ rather than a
‘governmental’ function.” Id. at 181. In response, the Court provided a broad, single-sentence
analysis: “The proprietary-governmental dichotomy applies only in the law of municipal
corporations, and not to activities of the state.” See also Def. Memorandum of Law at 7.
Confusingly, the Court cited Pratt in a footnote as precedent for its single-sentence analysis,
although Pratt acknowledged that Barker remained untouched. Id. at 182 (FN5). McHenry did
not concern schools (it was a lawsuit against the State), and to the extent its overbroad language
might include schools, that language is dicta. See Campbell v. Labor & Indus. Relations
Comm'n, 907 S.W.2d 246, 251 (Mo.App. W.D.1995)( “[S]tatements ... are obiter dicta [if] they
[are] not essential to the court's decision of the issue before it.”). Because McHenry concerned a
lawsuit against the State of Missouri rather than a school, the McHenry Court did not and could
not overturn Barker.
Interestingly, Pratt and McHenry were both published on the same day (April 2, 1985),
and they were authored by different Missouri Supreme Court Judges. The dicta in these cases
cut in opposite directions. While the dicta in Pratt acknowledged the untouched decision in
Barker to apply the proprietary function test to schools, the dicta in McHenry disapproved of this
15
test. This concurrent but contrary case law is confusing, and Missouri Courts have struggled to
make sense of it. See e.g., Taylor v. Klund, 739 S.W.2d 592, 593 (Mo. Ct. App. 1987)(citing
Barker but acknowledging Pratt and McHenry cast doubt). Nonetheless, the important take-
aways from these cases are: 1) dicta, whether helpful (Pratt) or harmful (McHenry) for a party’s
position, are non-binding 3; and, 2) Barker remains controlling precedent.
IV. ALTERNATIVELY, PLAINTIFF SEEKS DISCOVERY PURSUANT TO RULE

74.04(f)
Alternatively, should this Court decide that Plaintiff has not pleaded or proved that a
question of fact exists as to whether St. Louis Public Radio was a proprietary function of
Defendant, Plaintiff should be afforded discovery and the opportunity to amend his Petition. See
VAMR 74.04(f); VAMR 67.06(“On sustaining a motion to dismiss a claim. . . the court shall
freely grant leave to amend . . .”). Defendant filed their Summary Judgment motion prior to
discovery, and Plaintiff has not been afforded the opportunity to perform discovery with respect
to STLPR operating as a proprietary function of Defendant. Furthermore, there is an outstanding
question of fact as to whether Defendant had the multimedia insurance that it was required to
obtain in order to receive a portion of a $4.7 million dollar grant from NPR. See Exhibit 1, Aff.
Tim Eby at ¶¶ 2-4; Exhibit 2 to Plaintiff’s Statement, Memorandum of Understanding,
3
For this same reason, Defendant’s reliance on Anderson v. State, 709 S.W.2d 893 (Mo. App.
W.D. 1986) is misplaced. The Anderson Court wrongfully relied upon the dicta in McHenry to
conclude “the Missouri Supreme Court has directly held that the ‘proprietary-governmental
dichotomy does not apply to’ public universities.” Id. at 896. The Missouri Supreme Court
never arrived at such a conclusion, and the Court’s reliance upon dicta was improper. Anderson
was later abrogated by the Missouri Supreme Court. See Wilkes v. Missouri Highway & Transp.
Comm'n, 762 S.W.2d 27 (Mo. 1988); Cates v. Webster, 727 S.W.2d 901 (Mo. 1987).
Furthermore, Anderson was not a Supreme Court case as Defendant wrongfully states in its
Memorandum. See Def. Memorandum of Law at 8, 10(citing the case as “Anderson v. State,
709 S.W.2d 893, 896 (Mo. banc 1986)” and calling it “Supreme Court precedent”).
16
Collaborative Journalism Hub – Midwest Region (Unexecuted); Exhibit 3 to Plaintiff’s
Statement, “NPR receives $4.7M to support two regional newsrooms.” Current, May 22, 2020.
This discovery could be dispositive on the sovereign immunity issue. See VAMS 537.610.1. If
the Court decides that Plaintiff has not proven that STLPR is a proprietary function of
Defendant, Plaintiff will be prejudiced by not obtaining this discovery. See Exhibit 1, Aff. Tim
Eby at ¶ 25.
WHEREFORE, Plaintiff prays that this Court denies Defendant’s Motion To Dismiss
And For Summary Judgment.
ALTERNATIVELY, Plaintiff prays that this Court allows discovery with respect to the
proprietary nature of STLPR and its multimedia insurance, and grants him leave to amend the
Petition.
Respectfully submitted,
/s/Christian G. Montroy
Christian G. Montroy
Missouri Bar No. 57121
MONTROY LAW OFFICES, LLC
2812 N. Center Street
P.O. Box 369
Maryville, IL 62062
Phone: (618) 223-8200
Fax: (618) 223-8355
cmontroy@montroylaw.com
CERTIFICATE OF SERVICE
The undersigned hereby certifies that on January 5, 2024, a copy of the foregoing
document was served upon all counsel of record by means of this Court’s electronic filing
system.
17
IN THE CIRCUIT COURT FOR THE CITY OF ST. LOUIS
STATE OF MISSOURI
TIM EBY, )
)
Plaintiff, )
)
v. ) Case No.: 2322-CC05695
)
)
Defendant. )
PLAINTIFF’S STATEMENT OF ADDITIONAL MATERIAL FACTS
Plaintiff, Tim Eby, pursuant to Supreme Court Rule 74.04, responds to Defendant’s
Statement of Facts and submits the following Statement of Additional Material Facts as follows:
1. Admit.
2. Admit.
3. Admit.
4. Deny. In May of 2020, in order to receive part of a $4.7 million dollar grant, Defendant
executed a Memorandum of Understanding in which they agreed to provide $3,000,000.00 of
multimedia insurance that covered their content. Exhibit 1, Aff. Tim Eby at ¶¶2-4; Exhibit 3,
“NPR receives $4.7M to support two regional newsrooms.” Current, May 22, 2020,
https://current.org/2020/05/npr-receives-4-7m-to-support-two-regional-newsrooms (accessed
January 2, 2024). The agreement read in relevant part:
16. Insurance. Each Party agrees to obtain, and maintain throughout the Term, (a)
multimedia liability insurance with a minimum limit of three million dollars ($3,000,000)
covering all Content it contributes under this MOU and any and all uses of such Content
that are anticipated by this MOU; (b) industry standard Commercial General Liability
insurance; and (c) insurance covering workers’ compensation claims. A party may fulfill
1
the foregoing by either procuring a commercial insurance policy or through self-
insurance.
Exhibit 2, Memorandum of Understanding, Collaborative Journalism Hub – Midwest Region
(Unexecuted). Mr. Eby believes Defendant executed and complied with this agreement. Exhibit
1, Aff. Tim Eby at ¶4.
5. Deny. Plaintiff restates and incorporates by reference his Response to Paragraph 4 and
paragraphs 2-4 of Tim Eby’s affidavit.
Additional Material Facts
9. On September 24, 2020, St. Louis Public Radio published an article about Tim Eby’s
removal and the “allegations of racism” levied against him. See “Tim Eby Replaced As St. Louis
Public Radio GM After Allegations Of Racism At The Station.” St. Louis Public Radio,
September 24, 2020, https://news.stlpublicradio.org/2020-09-24/tim-eby-replaced-as-st-louis-
public-radio-gm-after-allegations-of-racism-at-the-station [https://archive.ph/2gtq3]. This article
republished statements from an August 7, 2020 Medium article 1 as follows:
In an Aug. 7 public statement, a group of the station’s reporters and producers, all
people of color, detailed racist incidents they have experienced at the station. Eby
was described by the group as someone who could “make necessary changes to
1
See STLPR Reporters & Producers of Color, “Racism Exists at St. Louis Public Radio.”
Medium, Aug. 7, 2020, https://medium.com/@stlprjocs/racism-exists-at-st-louis-public-radio-
acknowledge-it-3db69973c155 [https://archive.md/105ku].
2
policies and practices” in order to “transform the station into a diverse, inclusive,
and equitable place to work.” But, the journalists allege, he chose to maintain
“white supremacy at the station by remaining complacent with the status quo.”
Id. See also Exhibit 1, Aff. Tim Eby at ¶5.
10. The above statement that Tim Eby “chose to maintain ‘white supremacy at the station by
remaining complacent with the status quo’” was false. See Exhibit 1, Aff. Tim Eby at ¶6.
11. The previously mentioned STLPR article was originally published on September 24,
2020 at 5:23 PM. Id. at ¶7. It was edited and republished on September 25, 2020 at 7:02PM and
May 3, 2022 at 11:21 PM. Id.
12. Defendant, by and through STLPR, knew or should have known that white supremacy
was not the status quo at STLPR. Id. at ¶8. Equally, Defendant, by and through STLPR, knew
or should have known that Tim Eby did not choose to maintain white supremacy at the station.
Id. For example:
i. In 2012, STLPR brought in three NPR staff to help us formulate a strategy of

diversity initiatives around content, the work environment, development,
audience, staffing, the Friends board, and our marketing efforts. At the same time,
the Station started a diversity fellowship that was designed to bring in a young
reporter of color to work across our newsroom. This initiative continued for
several years, even during times with there was a firing freeze at the university in
2016. See Exhibit 4, STLPR 2012 Diversity Initiatives; Exhibit 5, STLPR
Request For Exception To Hiring Freeze (2016).
ii. STLPR regularly shared our progress around our diversity efforts in staff
meetings. Attached is a presentation from May 2015. Exhibit 6, STLPR Diversity
Initiatives Presentation (May, 2015).
iii. In July 2016, a Diversity Task Force that we established reported on a survey of
staff seeking feedback on whether leadership at STLPR encouraged diversity in
the workplace. Only a small percentage of staff did not agree that STLPR
leadership encouraged diversity. The report was presented at a staff meeting and a
copy is attached to Plaintiff’s Statement. See Exhibit 7, STLPR Diversity &
Inclusion Presentation (July 2016).
iv. In June 2017, STLPR received a $450,000 grant from the Corporation for Public
Broadcasting to increase the diversity of its news coverage, audiences, and
3
staff. See CPB Grant Seeks to Foster Diversity in Public Radio Newsrooms,
Current, 1 June 2017, https://current.org/2017/06/cpb-grant-seeks-to-foster-
diversity-in-public-radio-newsrooms.
v. In 2019, STLPR contracted with NCCJ for Equity and Inclusion training for our
staff. Attached is a copy of the contract. See Exhibit 8, Consulting Contract with
NCCJ (June 28, 2019). NCCJ's training sessions were designed to:
a. Increase participants’ knowledge of diversity, identity, and the dynamics of

systemic oppression;
b. Raise participants’ self-awareness about their experiences based on social

identity;
c. Build relationships among diverse participants rooted in real conversations

about diversity and social justice; and,
d. Motivate and prepare participants to take action that promotes inclusion and
social justice.
See also Exhibit 1, Aff. Tim Eby at ¶8.
13. On August 30, 2021, in an article about the incoming CEO, STLPR published an article
that contained additional false and defamatory statements. See St. Louis Public Radio, STLPR
Announces New CEO Who Aims to Change Station’s Culture (Aug. 30, 2021),
https://news.stlpublicradio.org/culture-history/2021-08-30/stlpr-announces-new-ceo-who-aims-
to-change-stations-culture [https://archive.md/eLwvg]. This article provided:
Former general manager Tim Eby resigned last year amid accusations from
newsroom staff that he ignored problems of systemic racism at the station and
mismanaged finances.
Id. See also Exhibit 1, Aff. Tim Eby at ¶9.
14. The accusations mentioned in the above article, that Tim Eby “ignored problems of
systemic racism at the station and mismanaged finances”, were false accusations. See Exhibit 1,
Aff. Tim Eby at ¶10.
4
15. Defendant knew or should have known that the accusations levied against Tim Eby in the
August 30, 2021 article were false. Id. at ¶11. On September 27, 2021, in an email to a
contributor, Tom Livingston, the Interim General Manager acknowledged that Tim Eby did not
mismanage finances. Exhibit 9, Email from Tom Livingston to Lon Zimmerman (Sept. 27,
2021). See also Exhibit 1, Aff. Tim Eby at ¶11.
16. The individuals that wrote, edited and published the aforementioned articles were not
students. See Exhibit 1, Aff. Tim Eby at ¶12.
17. The aforementioned articles were not written for the purpose of education or providing a
research university for Missouri students. Id. at ¶13.
18. The purpose of the Board of Curators of the University of Missouri is to provide higher
education to its students Id. at ¶14. Their mission is “to provide all Missourians the benefits of a
world-class research university”. See <https://missouri.edu/mission-values>
[https://archive.md/o8HaI]. See also Exhibit 1, Aff. Tim Eby at ¶14.
19. STLPR does not focus on providing programming and news for students in the
University of Missouri System. See Exhibit 1, Aff. Tim Eby at ¶15.
20. STLPR caters to its listeners and sponsors rather than providing services for the common
good. Id. at at ¶16. STLPR listeners aren’t the average Missourians: Defendant boasts that its
listeners are educated (112% more likely to hold a post-graduate degree), influential (65% more
likely to work in management, business or finance) and affluent (53% more likely to earn a
household income of $250k+). See <https://stlpublicradio.marketenginuity.com/audience>
[https://archive.ph/LSkPq]. During their bi-yearly fund drives, STLPR explains to its listeners
that it must raise the money necessary to purchase the programming that its listeners love, such
as “Wait Wait . . . Don’t Tell Me”, which is a comedy/quiz show. See Exhibit 1, Aff. Tim Eby at
5
¶16. “Wait Wait . . . Don’t Tell Me” is a comedy/quiz show that is not for the common good. Id.
Catering its services to its listeners and corporate sponsors is done primarily to benefit the
corporation rather than for the benefit of the community. Id.
21. STLPR’s editorial staff expressly states that it is independent from Defendant, stating:
“[E]ven though the University of Missouri System Board of Curators owns our FCC license, we
maintain editorial independence of our content.” See <https://www.stlpr.org/editorial-
independence-statement> [https://archive.ph/9498w]. See also Exhibit 1, Aff. Tim Eby at ¶17.
In other words, STLPR’s Editorial Board, whose actions are at issue in this lawsuit, does not
function as an arm of Defendant or any other part of the government. Id.
22. STLPR has a degree of autonomy in their operations, making decisions about
programming and marketing based on what is best for the station rather than strictly for public
service. Id. at ¶18.
23. Defendant does not provide regular funding to STLPR. STLPR’s regular funding comes
from listener donations, corporate sponsorships, and advertising revenue. Id. at ¶19. STLPR
often engages in commercial activities similar to its private counterparts, such as selling
advertising and sponsorship spots. Id.
24. STLPR, even though it’s owned by a public university, operates and is licensed to the
Federal Communications Commission in a manner similar to private radio stations. Id. at ¶20. It
broadcasts content, receives advertising revenue, and competes with other radio stations for
listenership. Id. The overwhelming majority of radio stations are privately owned and function
like a business. Id. None of the other radio stations in the St. Louis market are owned by a
governmental entity. Id.
6
25. STLPR, like private stations, aims to increase their listenership. Id. at ¶21. They often
conduct audience surveys, ratings analyses, and promotional events, all of which are typical of
commercial enterprises. Id.
26. Even if the primary goal of the STLPR might not be to generate profit, it generates
revenue through sponsorships, advertising, or listener donations and operates in a commercial
environment in a manner that resembles a business operation. Id. at ¶22. Monies collected over
and above the cost of operation are used to expand STLPR like a private business. Id. STLPR
has used its revenue to acquire other news organizations and radio stations. Id.
27. Broadcasting, even if for educational or public service purposes, is not a function
uniquely associated with the government. Id. at ¶23. Private entities can and do perform similar
functions, and private companies similarly provide educational content. Id. Just as STLPR has
long-form news podcasts, the New York Times and the Wall Street Journal provide educational,
long-form news podcasts (e.g., The Daily and The Journal). Id.
28. STLPR invests in branding, marketing, and promotional activities to increase their
visibility and listenership, similar to what private businesses do to attract customers. Id. at ¶23.
29. STLPR broadcasts locally and not for the State as a whole. Id. at ¶24. It provides its
services as a special local benefit of its local listeners. Id.
7
Respectfully submitted,
Christian G. Montroy
Missouri Bar No. 57121
MONTROY LAW OFFICES, LLC
2812 N. Center Street
P.O. Box 369
Maryville, IL 62062
Phone: (618) 223-8200
Fax: (618) 223-8355
cmontroy@montroylaw.com
CERTIFICATE OF SERVICE
The undersigned hereby certifies that on January 5, 2024, a copy of the foregoing
document was served upon all counsel of record by means of this Court’s electronic filing
system.
8
IN THE CIRCUIT COURT FOR THE CITY OF ST. LOUIS
STATE OF MISSOURI
TIM EBY, )
)
Plaintiff, )
)
v. ) Case No.: 2322-CC05695
)
)
Defendant. )
AFFIDAVIT OF TIM EBY
State of Missouri )
) SS
City of St. Louis )
Comes now Tim Eby, being first duly sworn upon his oath, deposes and states:
1. I am Tim Eby, the Plaintiff in the above-captioned case and the former General Manager
of St. Louis Public Radio (“STLPR”). I am over the age of eighteen, and am of sound body and
mind.
2. On or about the beginning of May, 2020, Defendant executed a Memorandum of
Understanding with National Public Radio among others, whereby Defendant agreed to provide
Three Million Dollars ($3,000,000.00) of multimedia insurance for its content. An unexecuted
copy of this agreement is attached as Exhibit 2 to Plaintiff’s Statement of Additional Facts
(“Statement”). See Exhibit 2 to Plaintiff’s Statement, Memorandum of Understanding,
Collaborative Journalism Hub – Midwest Region (Unexecuted). Section 16 of this document
provided for insurance as follows:
1
Each Party agrees to obtain, and maintain throughout the Term, (a) multimedia
liability insurance with a minimum limit of three million dollars ($3,000,000)
covering all Content it contributes under this MOU and any and all uses of such
Content that are anticipated by this MOU; (b) industry standard Commercial
General Liability insurance; and (c) insurance covering workers’ compensation
claims. A party may fulfill the foregoing by either procuring a commercial
insurance policy or through self-insurance.
Id at 13. The insurance provision applied to “various kinds of content, from individual pieces of
content such as photos, videos, audio files, web text, illustrations and the like (each an ‘Asset’) to
completely produced radio or digital stories (each a ‘Story,’ and collectively with the Assets, the
‘Content’).” Id. at 1. In other words, this insurance provision applied to all of the content
created by St. Louis Public Radio (“STLPR”), which would include the reporting that the Station
performed with respect to me. Moreover, Defendant committed to providing a multimedia
liability insurance that would cover this content. This document was executed, and in exchange
for its compliance, Defendant was to receive part of a $4.7 million dollar grant to “help establish
investigative units in . . . Midwest news hubs.” See Exhibit 3 to Plaintiff’s Statement, “NPR
receives $4.7M to support two regional newsrooms.” Current, May 22, 2020,
https://current.org/2020/05/npr-receives-4-7m-to-support-two-regional-newsrooms (accessed
January 2, 2024).
3. None of the four policies cited by Defendant provide the coverage Defendant agreed to
provide upon in the Memorandum of Understanding. Each of the policies state that they do not
apply to claims barred by statute, governmental immunity, sovereign immunity or official
immunity of the State of Missouri. See Exhibits 1-4 to Defendant’s Statement of Facts. In other
words, these agreements appear to specifically exclude the type of multimedia claims made by
this lawsuit because they invoke sovereign immunity. Additionally, when these exhibits are read
in conjunction with Paragraph 12 in Edward Knollmeyer’s affidavit, they create the appearance
2
that Defendant did not obtain the insurance necessary to obtain grant funds under the
aforementioned Memorandum of Understanding. See Exhibits 5 to Defendant’s Statement of
Facts, Aff. Edward Knollmeyer at ¶12.
4. The procurement of insurance was not my specific duty as General Manager. However,
upon information and belief, Defendant complied with the terms of the aforementioned
Memorandum of Understanding by obtaining insurance that covered STLPR’s media content,
including their defamatory statements against me. Any insurance agreement that complied with
the Memorandum of Understanding would necessarily disclaim sovereign immunity (i.e., not
contain an express proviso that the plan would not waive the Curators' sovereign immunity).
Otherwise put, if a contract of insurance did not disclaim sovereign immunity, it would not
satisfy the terms of the NPR Memorandum of Understanding requiring coverage of media
content.
4. On September 24, 2020, St. Louis Public Radio published an article about Tim Eby’s
removal and the “allegations of racism” levied against him. See “Tim Eby Replaced As St. Louis
Public Radio GM After Allegations Of Racism At The Station.” St. Louis Public Radio,
September 24, 2020, https://news.stlpublicradio.org/2020-09-24/tim-eby-replaced-as-st-louis-
public-radio-gm-after-allegations-of-racism-at-the-station [https://archive.ph/2gtq3]. This article
republished statements from an August 7, 2020 Medium article1 as follows:
In an Aug. 7 public statement, a group of the station’s reporters and producers, all
people of color, detailed racist incidents they have experienced at the station. Eby
was described by the group as someone who could “make necessary changes to
policies and practices” in order to “transform the station into a diverse, inclusive,
and equitable place to work.” But, the journalists allege, he chose to maintain
“white supremacy at the station by remaining complacent with the status quo.”
1
See STLPR Reporters & Producers of Color, Racism Exists at St. Louis Public Radio. Medium.
(Aug. 7, 2020), https://medium.com/@stlprjocs/racism-exists-at-st-louis-public-radio-
acknowledge-it-3db69973c155 [https://archive.md/105ku].
3
Id.
5. The above statement that Tim Eby “chose to maintain ‘white supremacy at the station by
remaining complacent with the status quo’” was false.
6. The previously mentioned STLPR article was originally published on September 24,
2020 at 5:23 PM. It was edited and republished on September 25, 2020 at 7:02PM and May 3,
2022 at 11:21 PM.
7. Defendant, by and through STLPR, knew or should have known that white supremacy
was not the status quo at STLPR. Equally, Defendant, by and through STLPR, knew or should
have known that Tim Eby did not choose to maintain white supremacy at the station. For
example:
i. In 2012, STLPR brought in three NPR staff to help us formulate a strategy of

diversity initiatives around content, the work environment, development,
audience, staffing, the Friends board, and our marketing efforts. At the same time,
the Station started a diversity fellowship that was designed to bring in a young
reporter of color to work across our newsroom. This initiative continued for
several years, even during times with there was a firing freeze at the university in
2016. See Exhibit 4 to Plaintiff’s Statement, STLPR 2012 Diversity Initiatives;
Exhibit 5 to Plaintiff’s Statement, STLPR Request For Exception To Hiring
Freeze (2016).
ii. STLPR regularly shared our progress around our diversity efforts in staff
meetings. Attached is a presentation from May 2015. Exhibit 6 to Plaintiff’s
Statement, STLPR Diversity Initiatives Presentation (May, 2015).
iii. In July 2016, a Diversity Task Force that we established reported on a survey of
staff seeking feedback on whether leadership at STLPR encouraged diversity in
the workplace. Only a small percentage of staff did not agree that STLPR
leadership encouraged diversity. The report was presented at a staff meeting and a
copy is attached to Plaintiff’s Statement. See Exhibit 7 to Plaintiff’s Statement,
STLPR Diversity & Inclusion Presentation (July 2016).
iv. In June 2017, STLPR received a $450,000 grant from the Corporation for Public
Broadcasting to increase the diversity of its news coverage, audiences, and
staff. See CPB Grant Seeks to Foster Diversity in Public Radio Newsrooms,
Current, 1 June 2017, https://current.org/2017/06/cpb-grant-seeks-to-foster-
diversity-in-public-radio-newsrooms.
4
v. In 2019, STLPR contracted with NCCJ for Equity and Inclusion training for our
staff. Attached is a copy of the contract. See Exhibit 8 to Plaintiff’s Statement,
Consulting Contract with NCCJ (June 28, 2019). NCCJ's training sessions were
designed to:
a. Increase participants’ knowledge of diversity, identity, and the dynamics of

systemic oppression;
b. Raise participants’ self-awareness about their experiences based on social

identity;
c. Build relationships among diverse participants rooted in real conversations

about diversity and social justice; and,
d. Motivate and prepare participants to take action that promotes inclusion and
social justice.
8. On August 30, 2021, in an article about the incoming CEO, STLPR published an article
that contained additional false and defamatory statements. See St. Louis Public Radio, STLPR
Announces New CEO Who Aims to Change Station’s Culture (Aug. 30, 2021),
https://news.stlpublicradio.org/culture-history/2021-08-30/stlpr-announces-new-ceo-who-aims-
to-change-stations-culture [https://archive.md/eLwvg]. This article provided:
Former general manager Tim Eby resigned last year amid accusations from
newsroom staff that he ignored problems of systemic racism at the station and
mismanaged finances.
Id.
9. The accusations mentioned in the above article, that Tim Eby “ignored problems of
systemic racism at the station and mismanaged finances”, were false accusations.
10. Defendant knew or should have known that the accusations levied against Tim Eby in the
August 30, 2021 article were false. On September 27, 2021, in an email to a contributor, Tom
Livingston, the Interim General Manager acknowledged that Tim Eby did not mismanage
5
finances. Exhibit 9 to Plaintiff’s Statement, Email from Tom Livingston to Lon Zimmerman
(Sept. 27, 2021).
11. The individuals that wrote, edited and published the aforementioned articles were not
students.
12. The aforementioned articles were not written for the purpose of education or providing a
research university for Missouri students.
13. The purpose of the Board of Curators of the University of Missouri is to provide higher
education to its students. Their mission is “to provide all Missourians the benefits of a world-
class research university”. See <https://missouri.edu/mission-values>
[https://archive.md/o8HaI].
14. STLPR does not focus on providing programming and news for students in the
University of Missouri System.
15. STLPR caters to its listeners and sponsors rather than providing services for the common
good. During their bi-yearly fund drives, STLPR explains to its listeners that it must raise the
money necessary to purchase the programming that its listeners love, such as “Wait Wait . . .
Don’t Tell Me”, which is a comedy/quiz show. “Wait Wait . . . Don’t Tell Me” is a comedy/quiz
show that is not for the common good. Catering its services to its listeners and corporate
sponsors is done primarily to benefit the corporation rather than for the benefit of the community.
16. STLPR’s editorial staff expressly states that it is independent from Defendant, stating:
“[E]ven though the University of Missouri System Board of Curators owns our FCC license, we
maintain editorial independence of our content.” See <https://www.stlpr.org/editorial-
independence-statement> [https://archive.ph/9498w]. In other words, STLPR’s Editorial Board,
6
whose actions are at issue in this lawsuit, does not function as an arm of Defendant or any other
part of the government.
17. STLPR has a degree of autonomy in their operations, making decisions about
programming and marketing based on what is best for the station rather than strictly for public
service.
18. Defendant does not provide regular funding to STLPR. STLPR’s regular funding comes
from listener donations, corporate sponsorships, and advertising revenue. STLPR often engages
in commercial activities similar to its private counterparts, such as selling advertising and
sponsorship spots.
19. STLPR, even though it’s owned by a public university, operates and is licensed to the
Federal Communications Commission in a manner similar to private radio stations. It broadcasts
content, receives advertising revenue, and competes with other radio stations for listenership.
The overwhelming majority of radio stations are privately owned and function like a business.
None of the other radio stations in the St. Louis market are owned by a governmental entity.
20. STLPR, like private stations, aims to increase their listenership. They often conduct
audience surveys, ratings analyses, and promotional events, all of which are typical of
commercial enterprises.
21. Even if the primary goal of the STLPR might not be to generate profit, it generates
revenue through sponsorships, advertising, or listener donations and operates in a commercial
environment in a manner that resembles a business operation. Monies collected over and above
the cost of operation are used to expand STLPR like a private business. STLPR has used its
revenue to acquire other news organizations and radio stations.
7
22. Broadcasting, even if for educational or public service purposes, is not a function
uniquely associated with the government. Private entities can and do perform similar functions,
and private companies similarly provide educational content. Just as STLPR has long-form news
podcasts, the New York Times and the Wall Street Journal provide educational, long-form news
podcasts (e.g., The Daily and The Journal).
23. STLPR invests in branding, marketing, and promotional activities to increase their
visibility and listenership, similar to what private businesses do to attract customers. commercial
24. STLPR broadcasts locally and not for the State as a whole. It provides its services as a
special local benefit of its local listeners.
25. If the Court should find that this affidavit is insufficient to prevent entry of summary
judgment, Plaintiff will be prejudiced if he is not given the opportunity to perform discovery
concerning the proprietary nature of STLPR and its multimedia insurance policies.
_____________________
Tim Eby
Subscribed and sworn to before me this ___ of January, 2023.
________________________
Notary Public
My commission expires:
8
FINAL EXECUTION VERSION
MEMORANDUM OF UNDERSTANDING
COLLABORATIVE JOURNALISM HUB – MIDWEST REGION
This Memorandum of Understanding (“MOU”) is entered into effective as of May 11, 2020 (the
“Effective Date”) by and between National Public Radio, Inc. (“NPR”) and each of the NPR Member
stations whose signatures appear below (each a “Hub Station”). NPR and each of the Hub Stations
may be referred to individually herein as a “Party” and collectively as the “Parties”. This MOU
constitutes a binding agreement between and among the Parties.
PURPOSE AND BACKGROUND
NPR and its Member stations (including the Hub Stations) offer news and information content to the
public via various platforms, including over-the-air radio broadcast and digital distribution. NPR and
its Members intend to create a collaborative journalism network comprising a system of “regional
hubs” that will facilitate collaboration, use resources more efficiently, plan news coverage together,
and generally improve the quality and flow of journalism across local, regional and national public
radio platforms. This effort is being undertaken in parallel with the larger NPR-Member station
compact discussions taking place between NPR and its Member stations, which have the goal of
providing mutual incentive for collaboration and innovation on news gathering, fundraising, digital
distribution, content creation and audience engagement (the “Compact Discussions”).
The undersigned Hub Stations within the States of Missouri, Iowa, Nebraska and Kansas (collectively,
the “Midwest Region”) desire to participate on a non-exclusive basis in a regional hub (the “Regional
Hub”) to create innovative, multi-platform, multimedia news programming, reporting, commentary
and other information that will be distributed to local, regional and national audiences, and to test
how regional hubs may work as part of a larger NPR regional hub system.
The Regional Hub may facilitate the creation of various kinds of content, from individual pieces of
content such as photos, videos, audio files, web text, illustrations and the like (each an “Asset”) to
completely produced radio or digital stories (each a “Story,” and collectively with the Assets, the
“Content”). Subject to the terms set forth in this MOU, the Content created may be distributed
nationally by NPR, locally by one or more Hub Stations, or regionally by the Regional Hub (via the
Hub Stations’ distribution channels, including any regional distribution channel(s) created by a
Regional Hub and/or one or more Hub Stations) and/or by one or more other hubs created as part of
the larger NPR regional hub system.
NPR has entered into a grant agreement (“Grant Agreement”) with The Schmidt Family Foundation
(“Grantor”) for funding to support the Regional Hub for the Initial Term in accordance with the
budget set forth in Attachment 1 to this MOU.
The Parties anticipate that the Regional Hub’s operations may evolve as the Parties learn from trial
and error, and as the Compact Discussions progress.
Midwest Region Collaborative Journalism Hub MOU CONFIDENTIAL

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GENERAL TERMS
1. Cooperation; Authorized Representatives.
(a) Cooperation. NPR and the Hub Stations understand that the Regional Hub’s
operations will evolve as the Parties work together and learn the best or most efficient way to
operate the Regional Hub. The Parties agree to work together in good faith, and to be flexible and to
communicate regularly to ensure that processes are working smoothly.
(b) Authorized Representatives. Where this MOU requires the approval or agreement of
a Party, such approval or agreement will be valid and enforceable only when granted or
acknowledged by such Party’s authorized representative(s) set forth in such Party’s signature block
below (the “Authorized Representative(s)”). A Party may change its Authorized Representative(s) at
any time by giving written notice to NPR and the Managing Parties (email not acceptable).
2. Term. Subject to Grantor funding, NPR and each of the Hub Stations hereby commits to
participate in the Regional Hub, on a non-exclusive basis, for an initial period commencing on the
Effective Date and continuing through March 31, 2023 (the “Initial Term”). The Initial Term may be
extended by written agreement (email not acceptable) of NPR and the Hub Stations. If any Hub
Station does not wish to continue participating in the Regional Hub beyond the Initial Term, the
remaining Hub Stations may nonetheless mutually agree, together with NPR, to extend the Initial
Term, in which case (a) only the Hub Stations that agree in writing to a term extension will be bound
by this MOU for the extended term; and (b) NPR and the Hub Stations that have agreed to extend the
term also may mutually agree in writing to amend the terms of this MOU as necessary (for example,
to adjust the budget and/or specify funding obligations of one or more Parties for future years of the
term). The first extension decision will be made by March 31, 2022, as to whether to extend the
term for an additional year; and, if that occurs, then the second extension decision will be made by
March 31, 2023, as to whether to extend the term for an additional year thereafter. For purposes of
this MOU, the period commencing as of the Effective Date of this MOU and continuing until March
31, 2021 will be referred to as the “Program Year 1”, and each twelve (12) month period thereafter
will be referred to as the “Program Year 2” and “Program Year 3,” respectively, and Program Year 1,
Program Year 2, and Program Year 3 may each be referred to simply as a “Program Year.” The Initial
Term, together with any term extensions, will be referred to herein as the “Term.”
3. Relationship of the Parties.
(a) Managing Parties. KCUR in Kansas City, MO (owned by the University of Missouri-
Kansas City); KWMU in St. Louis, MO (owned by the University of Missouri–St. Louis); Iowa Public
Radio, Inc. (“Iowa Public Radio”) (a private corporation that manages stations throughout the State
of Iowa that are licensed to the Iowa Board of Regents’ institutions including Iowa State University,
the University of Iowa, and the University of Northern Iowa); and Nebraska Educational
Telecommunications Commission (“NET”) (a Nebraska statewide public radio network) (the
“Managing Parties”), together with NPR, will have obligations with respect to the management of the
Regional Hub, as further described in this MOU, but all of the Parties (including Hub Stations that are
not Managing Parties) agree to work together in the manner described in Section 1.
(b) Lead Station. KCUR will assume responsibility for being the lead station for the
Regional Hub (the “Lead Station”), which means it will manage the finances of the Regional Hub,
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including the financial relationship among the Hub Stations and the financial relationship with NPR,
and will be responsible for coordinating the participation of the other Hub Stations and serving as a
liaison with NPR on behalf of the Hub Stations.
(c) Hub Stations. All NPR Member stations within the Midwest Region may participate
in the Regional Hub as Hub Stations by signing this MOU. The following NPR Member stations under
the management of Iowa Public Radio will be deemed Hub Stations hereunder even though they are
not separately signing this MOU: KNSB-FM, KNSC-FM, KNSK-FM, KNSL-FM, KNSM-FM, KNSY-FM,
KNSZ-FM, KRNI-AM, KUNI-FM, WOI-AM, WOI-FM, and WSUI-AM. Iowa Public Radio represents and
warrants that it has all rights necessary to enter into this MOU on behalf of such stations, and agrees
to be responsible for such stations’ acts or omissions in the performance of this MOU as though they
were acts or omissions of Iowa Public Radio. The following NPR Member stations under the control
of NET will be deemed Hub Stations hereunder even though they are not separately signing this
MOU: KCNE-FM, KHNE-FM, KLNE-FM, KMNE-FM, KPNE-FM, KRNE-FM, KTNE-FM, KUCV-FM, and
KXNE-FM. NET represents and warrants that it has all rights necessary to enter into this MOU on
behalf of such stations, and agrees to be responsible for such stations’ acts or omissions in the
performance of this MOU as though they were acts or omissions of NET.
4. Regional Hub Personnel.
(a) Roles. Subject to the terms of this Section 4, NPR and the Managing Parties intend to
hire at least six (6) individuals to function as Regional Hub employees who will be dedicated to the
work of the Regional Hub (each a “Hub Employee”). NPR and the Managing Parties agree that each
Hub Employee will be employed NPR or a Managing Party (the “Hiring Party”), and that the Hiring
Party will be determined in each case by a Qualified Majority of NPR and the Managing Parties (with
email approval from a Party’s Authorized Representative sufficient to evidence such Party’s
agreement); provided, however, that notwithstanding the foregoing, the Parties agree that the Lead
Station will employ the managing editor for the Regional Hub. For purposes of this MOU, a
“Qualified Majority of NPR and the Managing Parties” means the agreement of NPR and at least two
(2) of the Managing Parties. The role of each Hub Employee will be agreed upon by a Qualified
Majority of NPR and the Managing Parties (with email approval from a Party’s Authorized
Representative sufficient to evidence such Party’s agreement). The schedule for hiring, including the
number of new Hub Employees that will be hired in a given Project Year, will be agreed upon by a
Qualified Majority of NPR and the Managing Parties (with email approval from a Party’s Authorized
Representative sufficient to evidence such Party’s agreement), taking into account the operations
and needs of the Regional Hub. The persons hired as Hub Employees will serve all Hub Stations and
NPR as shared resources.
(b) Hiring.
(i) The hiring process for the Hub Employees will be coordinated by a
committee to be created for the purpose of hiring Hub Employees (the “Staffing Committee”). The
composition of the Staffing Committee will be agreed upon by a Qualified Majority of NPR and the
Managing Parties (with email approval from a Party’s Authorized Representative sufficient to
evidence such Party’s agreement), but will include at least one (1) representative from each of the
Managing Parties and NPR. The Hiring Party will take the lead on behalf of the Staffing Committee in
hiring a person to fill the applicable role. The Hiring Party will engage in appropriate recruiting efforts

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and will cooperate with NPR and the Managing Parties to develop a highly qualified and diverse pool
of candidates for the Regional Hub position.
(ii) To ensure that each individual hired as a Hub Employee is highly qualified
and that the Hub Employees collectively reflect the diversity of the communities to be served: (i) the
Hiring Party will consult with the Staffing Committee regarding the recruitment and selection of such
individual; (ii) the Hiring Party will timely respond to reasonable requests for information about each
finalist candidate being considered; (iii) the Staffing Committee will support the Hiring Party’s
recruitment efforts by providing assistance in defining the position and identifying potential
recruitment sources and prospects; and (iv) the Hiring Party will consider in good faith the feedback
and preferences of the Staffing Committee before extending any employment offer(s) for the
applicable position(s).
(iii) Each Hiring Party will notify the Staffing Committee immediately if one of its
Hub Employees leaves such position at any time during the Term, will provide an explanation for the
departure, and will ensure that the subsequent recruitment and hiring efforts conform to the hiring
requirements set forth above.
(c) Performance Evaluations. The Staffing Committee will collaborate with each Hiring
Party on performance reviews for each of the Hub Employees. Because Hub Employees must
communicate well with NPR and each Hub Station, and must serve needs of the Regional Hub as a
whole, the Staffing Committee members will provide input to the Hiring Party about the
performance of each Hub Employee that is employed by that Hiring Party, and will make
recommendations for improvement, if needed.
(d) Costs. Each Hub Employee will be paid by the Hiring Party that employs such
employee. NPR and one or more of the Managing Parties will contribute to the cost of employing the
Hub Employees as and to the extent specified in Section 5 (Budget and Funding Obligations).
(e) Responsibility for Hub Employees. Each Hiring Party agrees that: (i) the Hub
Employee(s) it hires pursuant to this MOU will be solely the employees of the Hiring Party and will be
under the sole and exclusive direction and control of Hiring Party (subject to the Staffing
Committee’s ability to provide feedback to the Hiring Party as set forth above); (ii) NPR will not be,
and will not be deemed to be, a joint employer of any Hub Employee hired by a Managing Party, and
likewise, no Managing Party will be, or will be deemed to be, a joint employer of any Hub Employee
hired by NPR; (iii) it will be responsible for the employment and supervision of each Hub Employee it
hires, and for the payment of fees, salaries, compensation and/or Employee Benefits (as applicable)
for each such Hub Employee, and the withholding and payment of employment-related taxes (as
applicable); and (iv) it assumes all liability and responsibility for its and its Hub Employees’
compliance with, or breach of, the terms of this MOU. No Hiring Party or Hub Employee(s) will be
eligible for any employee benefits from any Party other than the Hiring Party (including, but not
limited to, holiday, vacation, or sick pay, Social Security, Medicare, unemployment or disability
insurance, worker’s compensation, health and welfare benefits, and retirement plans) (“Employee
Benefits”), and each Hiring Party hereby waives any and all rights to look to any other Party for any
Employee Benefits, even if a court of competent jurisdiction later holds any Hub Employee of that
Hiring Party to be a common-law employee of another Party. Each Hiring Party will include in the
terms of employment with its Hub Employee(s) language that states that the Hub Employee is an
employee of the Hiring Party and is not an employee of any other Party.
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5. Budget and Funding Obligations.
(a) Budget and Funding for the Initial Term.
(i) The agreed upon budget for the Initial Term (including the anticipated
disbursements) (the “Budget”) is attached hereto as Attachment 1. Subject to NPR’s receipt of the
applicable funds from the Grantor pursuant to the Grant Agreement, the Budget will be funded by
NPR using funds received by NPR under the Grant Agreement (the “Grant Funding”).
(ii) The total amount of the Budget is $1,500,388.00. In each of the first three
Program Years, NPR will issue disbursements to the Lead Station in accordance with the terms set
forth in Section 5(a)(iii) to cover the Budget line items identified on Attachment 1 (the “Project
Costs”). The Lead Station will be responsible for overseeing the use of the Grant Funding paid to it by
NPR and ensuring that the funds are used in a manner consistent with the Budget. The Lead Station
may not reallocate funds between line items or categories shown in the Budget by more than ten
percent (10%) for each line item or category (“Permitted Variance”) without NPR’s prior written
consent. Notwithstanding the foregoing, the Lead Station may exceed a Permitted Variance in any
particular Reporting Period (as defined in Section 5(a)(iii), below) if (A) the total amount to be paid
for all Project Costs for such period will not require any changes to the Schedule of Disbursements
(as defined in Section 5(a)(iii), below), and (B) the Lead Station confirms to NPR that the total amount
for the line item or category in which the Permitted Variance was exceeded shall not increase or
decrease beyond the Permitted Variance by the conclusion of the Initial Term.
(iii) NPR will disburse Grant Funding to the Lead Station on the schedule and up
to the amounts specified in the schedule of disbursements that is attached hereto as Attachment 2
(the “Schedule of Disbursements”). The Schedule of Disbursements contemplates disbursements of
two types: (i) an advance balance payment, and (ii) reimbursements for Project Costs incurred by the
Managing Parties, up to the cumulative actual cost cap specified in Attachment 2. The advance
balance payment will be based on a projection of cash outlays provided by the Lead Station in
advance of the quarter during which such advance payment is scheduled to be made. The projection
for such quarter will detail the projected cash outlays for each month of the quarter. NPR will make
such payments so they are received by the Lead Station not later than the 15th day of the first month
of the applicable quarter. No later than thirty (30) days after the end of each quarter during which
an advance balance payment has been made by NPR, the Lead Station will submit a statement of
payments for actual Project Costs incurred during such quarter. NPR will process the statement of
payments within fifteen (15) days of receipt and submit an additional payment to the Lead Station if
actual Project Costs incurred during such quarter exceeded the advance balance payment for that
quarter. If the statement of payments reflects an overpayment, the Lead Station will use the amount
overpaid to offset future monthly advances, or will repay the amount overpaid to NPR if such
amount is not required for a subsequent quarter. The Schedule of Disbursements may be adjusted
upon mutual written agreement of NPR and the Lead Station to address any unanticipated actual
cash-flow requirements.
(iv) The Lead Station will track the Grant Funding received from NPR separately
within its accounting system. The Lead Station will use prudent and reasonable business judgment to
obtain a reasonable interest rate on the Grant Funding it receives, and will apply all interest earned
on such funds to Project Costs. The Lead Station will provide NPR with quarterly statements of

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interest (broken down by month) earned on the Grant Funding and the use of such interest for
Project Costs pursuant to the Budget.
(v) The Lead Station will provide to NPR comprehensive quarterly reports, to be
delivered to NPR on or before the 15th day of the month following the end of the applicable quarter,
that include all of the following (unless waived by NPR): (A) a detailed report of Project Costs for the
quarter and to date, and comparison of expenses to the Budget; (B) if applicable, a report reflecting
all known financial obligations as of the final day of the quarter and, if any changes to cash flow have
become necessary, a revised projection of cash needs and reasonable justification for the changes;
and (C) a certification by the Lead Station of the accuracy of all financial information relating to
actual expenditures incurred.
(vi) Except as provided in this Section 5(a), NPR makes no express or implied
commitment to pay or make available any other or additional funds for the Regional Hub during the
Initial Term. Any costs and expenses incurred by a Party that are not contemplated in the Budget will
be the responsibility of that Party. If the Grantor modifies, suspends, or discontinues any payment of
the Grant Funding for any reason, or terminates the Grant Agreement, NPR’s obligation to fund the
hub in accordance with the Budget will likewise by modified, suspended or discontinued.
(b) Budget and Funding for Future Years of the Term. The Managing Parties will work
with NPR to develop plans for sustaining the Regional Hub beyond the expiration of the Grant
Agreement. The budget for any future years of the Term beyond the Initial Term will be mutually
agreed upon by NPR and any of the Managing Parties that will be contributing financially to the
Regional Hub in the applicable year(s) of the Term. Each subsequent budget will be added to this
MOU by way of an amendment signed by NPR and such Managing Parties. Such amendment will also
detail the financial contribution that will be made by NPR and each such Managing Station, the
payment terms associated with such contributions, and any additional terms mutually agreed upon
by NPR and such Managing Parties (including, for example, terms relating to the management and
disbursement of funds).
(c) Financial Reporting and Reconciliation. At the end of each of the first three Program
Years, the Lead Station will issue a report to NPR showing the actual amounts spent on the Regional
Hub in such Program Year and in all prior Program Years. At the end of the Initial Term, NPR and the
Lead Station will reconcile the actual amounts spent on the Regional Hub in the Initial Term against
the Budget and, if the Budget exceeds the actual amounts spent during the Initial Term, NPR and the
Lead Station will meet and discuss in good faith the disposition of any unused amounts; provided
that if NPR is required under the terms of the Grant Agreement to repay any such amounts to the
Grantor, then, upon NPR’s request (email acceptable), the Lead Station will promptly remit such
unused amounts to NPR (or directly to the Grantor, if and as instructed by NPR).
6. Fulfillment of Grant Agreement Requirements.
(a) Grant Evaluation Metrics. The Parties acknowledge and agree that disbursement of
the Grant Funding under the Grant Agreement is contingent on the Regional Hub completing the
deliverables, and achieving the milestones and metrics, set forth on Attachment 3 to this MOU (the
“Grant Evaluation Metrics”). NPR and the Managing Parties will work together in good faith, and will
devote the resources reasonably necessary, to achieve the Goal Evaluation Metrics. Disbursement of

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the Grant Funding is subject to the Grantor’s approval of the reporting deliverables and milestones
set forth on Attachment 3. A first report is due by March 31, 2021 to receive the second
disbursement of grant funds in April 2021, and a second report is due by March 31, 2022 to receive
the third disbursement of grant funds in April 2022 (such due dates, the “Reporting Deadlines”). NPR
and the Lead Station will establish requirements for the Hub Stations to track and report to the Lead
Station their Regional Hub activities so that NPR and the Lead Station can evaluate the performance
of the Regional Hub against the Grant Evaluation Metrics and can submit the required reports to the
Grantor by the applicable Reporting Deadline. Each Hub Station agrees to prepare and submit
reports to the Lead Station in accordance with the reporting schedule communicated to them by the
Lead Station, and containing the information and level of detail reasonably requested by NPR and/or
the Lead Station. The Lead Station agrees to timely prepare and submit to NPR, on a schedule
communicated to the Lead Station by NPR (and intended to comply with the Reporting Deadlines),
any and all information and reports mutually agreed upon by NPR and the Lead Station or otherwise
reasonably requested by NPR.
(b) Recordkeeping Requirements. The Lead Station will maintain for four (4) years after
the expiration of Program Year 3 complete and accurate accounting records and copies of any
reports submitted to NPR or the Grantor relating to the Regional Hub. At NPR’s request, the Lead
Station will make such records and reports available to enable NPR and/or the Grantor to monitor
and evaluate how Grant Funding has been used or committed.
(c) Public Statements. Any public announcements regarding the Grant Agreement, or
referencing the Grant Funding or the Grantor, will be subject to NPR’s prior written approval in each
instance, with appropriate credit given to the Grantor in accordance with the terms of the Grant
Agreement.
7. NPR Support. In addition to the obligations set forth above in this MOU, NPR will provide
support for the Regional Hub as outlined below in this Section 7.
(a) NPR Leadership of Collaborative Journalism Network. NPR will assist the Managing
Parties in setting strategic objectives for the Regional Hub, and will continue to work with NPR
Member stations across the public radio system on the larger Compact Discussions, including efforts
to further expand the collaborative journalism network (and achieve financial sustainability for the
network) and build a more robust digital network.
(b) Support From NPR Personnel. Depending on the needs of the Regional Hub, NPR
may make available personnel from the following divisions and teams to provide support to the Hub
Stations with respect to the activities of the Regional Hub: Newsroom/Editorial; News Operations;
Programming; Member Partnership; Information Technology; Marketing and Branding; Audience
Research; Development.
(c) Use of NPR Technology. NPR may provide one or more Managing Parties access to
certain NPR technologies or systems, such as NewsFlex and/or Seamus, for use by such Managing
Parties for editing or sharing content. Each Managing Party employee receiving access to NPR
technologies or systems will be required to agree to an access agreement or terms of use provided
by NPR (“Terms of Use”). The Managing Party employees who are authorized to receive access to
the applicable NPR technologies or systems will receive training from NPR on the use of each NPR
technology or system to which access has been granted. If NPR implements any file-sharing
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technologies, an API, or a rights management system and requests that a Managing Party employee
use any such system(s), then the applicable Managing Party will ensure that its employee complies
with such request and enters data properly and correctly.
(d) Fundraising Collaboration. NPR and the Hub Stations may work together to test
collaborative fundraising approaches as a means of funding the costs of the Regional Hub.
Participation in collaborative fundraising efforts is not required of any Hub Station. Any Hub Station
that elects to participate in collaborative fundraising will work with NPR in good faith to establish the
“rules of the road” for such fundraising.
(e) Training. NPR may, at its option, collaborate with Hub Stations to provide the
Regional Hub with training on legal, business, and/or journalistic issues; provided that no such
training will constitute legal advice to Hub Stations, nor will any attorney-client relationship be
created by virtue of such training. Hub Stations will make best efforts to coordinate with NPR on
such training sessions and to send relevant staff to attend the training sessions.
8. Ownership, Liability, and Licensing. Story ideas may be generated at the local, regional or
national level. One of the primary goals of the Regional Hub is to encourage the sharing of story ideas
and Assets so that the Parties do not have to duplicate efforts. The Parties will designate an editor at
the Regional Hub who will be responsible for facilitating communication between the Parties about
stories that may be of interest to other Parties, or may be similar to stories that other Parties may be
developing, so that the Parties can discuss whether to work together and whether and how to share
Content and resources.
(a) Copyright Ownership. By operation of law, the creator of a work of expression is the
owner of the copyright in such work. For the avoidance of doubt, nothing in this MOU changes that
principle. Accordingly, the copyright in an Asset or Story shall be deemed owned by the Party that
creates it. In instances where an Asset or a Story is created by the collaborative efforts of employees
of different Parties, the collaborating Parties will select one Party that will be responsible for
overseeing the Asset or Story (the “Controlling Party”), and the Controlling Party will own the
copyright in such Asset or Story.
(b) Liability.
(i) With respect to liability for copyright claims, the Party that owns an Asset or
Story: (A) represents and warrants to all other Parties under Section 11(a)(iii) of this MOU that the
Asset or Story is original and does not violate or infringe the rights of any third party, and (B) agrees
in Section 12 of this MOU to the extent permitted by the law applicable to the Party and without
waiving sovereign immunity, to hold harmless, indemnify and defend any other Parties that are
subject to a claim alleging that the Asset or Story does violate or infringe the rights of a third party.
(ii) With respect to liability for libel or privacy claims: (A) the Party that owns an
Asset or Story represents and warrants to all other Parties under Section 11(a)(iii) of this MOU that
the Asset or Story does not violate the privacy rights of any third party and will not defame any third
party, and (B) each Party that publishes an Asset or Story agrees in Section 12 of this MOU to the
extent permitted by the law applicable to the Party and without waiving sovereign immunity, to hold
harmless, indemnify and defend any other Parties that are subject to a claim alleging that the Asset
or Story does violate the privacy rights of, or defame, a third party.
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(iii) With respect to liability for claims that arise from newsgathering activity,
each Party: (A) will be responsible for the newsgathering behavior of its own employees, (B)
represents and warrants to all other Parties under Section 11(a)(iv) that, in the conduct of
newsgathering activities pursuant to this MOU, it will not violate a third party’s privacy rights or
commit any newsgathering torts, and (C) agrees in Section 12 of this MOU to the extent permitted by
the law applicable to the Party and without waiving sovereign immunity, to hold harmless, indemnify
and defend any other Parties that are subject to a claim arising from such Party’s newsgathering
activities.
(c) Cross-Licensing of Pooled Assets. NPR and the Managing Parties will work together
to create a designated pool of Assets that will be deemed “Hub Assets,” which may include raw audio
recordings, photographs, audio-visual materials, text, or other materials (expressly excluding,
however, completed Stories, which are addressed in Section 8(d), below). The means of identifying
and storing the Hub Assets, and the necessary business rules and processes related thereto, will be
determined and agreed upon by NPR and the Managing Parties in an ongoing manner, taking into
consideration resource constraints and the technologies available. Hub Assets may be contributed
by any Hub Station or by NPR, and the intent is that the Parties will contribute any Assets they own
that may be useful to other Parties for creating editorial content. Any Party may request of the Lead
Station that new Assets be added to the Hub Asset pool, in which case the Lead Station will cause a
Regional Hub editor to coordinate among Hub Stations to create or provide the requested Assets, so
long as the requested Assets are reasonably likely to serve the interests of the Regional Hub (as
determined by the Lead Station exercising its reasonable discretion). Any Party may use Hub Assets
freely. Each Party that contributes a Hub Asset hereby grants to every other Party a perpetual,
royalty-free, worldwide license to make reasonable edits and modifications to such Hub Asset (such
as, for example, cropping, resizing, or color correcting a photo), and to transcribe, reproduce,
distribute, disseminate, publish, transmit, display, archive, and otherwise use and exploit such Hub
Asset, in any current or future format, medium, or platform, for editorial purposes only. (Any non-
editorial uses will require the consent of the Asset owner.)
(d) Licensing of Stories.
(i) Stories that are created by one or more Hub Stations may be used by the
Regional Hub and by any of the Hub Stations. Each Hub Station that creates a Story hereby grants to
every other Hub Station a perpetual, royalty-free, worldwide license to transcribe, reproduce,
distribute, disseminate, publish, transmit, display, archive, and otherwise use and exploit such Story
for editorial purposes only.
(ii) If NPR elects to use in one of its nationally-distributed programs or on

NPR.org a Story that is created by one or more Hub Stations, NPR will acquire the rights to distribute
that Story according to its then-current “freelancer” model for station contributors. NPR will enter
into NPR’s standard freelance agreement (the “Freelance Agreement”) with the owner of the Story
setting forth the rights to be acquired by NPR. The Story will go through NPR’s standard editorial and
legal vetting processes, and the defense and indemnification obligations of NPR, on the one hand,
and the owner of the Story, on the other, will be as set forth in the Freelance Agreement. If the Story
was created by a single Hub Station, NPR will pay that Hub Station (or, at the Hub Station’s direction,
a station employee who created the Story) directly pursuant to its then-current freelance rates and

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practices. If multiple Hub Stations contributed to the Story, NPR will pay the Controlling Party (as
defined in Section 8(a), above) in accordance with NPR’s then-current freelance rates and practices,
and the Controlling Party will apportion the funds among the Hub Stations that created the Story.
For avoidance of doubt, any payments made by NPR pursuant to the Freelance Agreement are not
considered part of the Budget. Notwithstanding the foregoing, the Parties agree that: (x) the
payments described in this Section 8(d)(ii) are intended to compensate Hub Station employees who
are not Hub Employees for the creation of Stories; and (y) because the salaries of the Hub Employees
are part of the Budget and the Hub Employees are expected to work on behalf of NPR and all Hub
Stations, if a Hub Employee creates a Story that NPR wants to distribute pursuant to this Section
8(d)(ii), there will be no payment owed by NPR for such Story. If NPR receives a permissions request
for the Story (or a portion thereof) from a third party wishing to license the Story (including, without
limitation, a film or TV option request), it will encourage the requestor to contact the owner of the
Story for permission. If the version of the Story that NPR distributes is substantially different from
the version initially provided to NPR, and the requester specifically requests the NPR version, then
NPR may use its own permissions process to license the NPR version. The licensor, whether the
owner of the Story or NPR (pursuant to the immediately preceding sentence), will retain all revenue
received in connection with such permissions requests.
(iii) NPR also reserves the right to enter into work-made-for-hire agreements
with one or more Hub Station(s) or Hub Station employees for the creation of Content, and any
work-made-for-hire agreements will be separate from, and in no way governed by, this MOU.
(e) Editorial Discretion. Notwithstanding any other provision herein, each Hub Station,
and NPR, retains the editorial discretion to report on any Story or develop any Content, as it sees fit.
9. Subpoenas Requesting Journalistic Material. The Parties agree that, in the event any Hub
Station receives a subpoena for information about a source or other unpublished journalistic
material, the Hub Station will notify NPR promptly, and NPR and the Hub Station will discuss in good
faith the options for handling the subpoena, and will cooperate in efforts to modify, challenge or
quash the subpoena or to obtain a protective order.
10. Freedom of Information Laws. If any Hub Station is required to comply with the Freedom of
Information laws of the state in which it is located, such Hub Station will promptly notify NPR if it
receives any Freedom of Information law request that seeks information related to NPR, to the
Regional Hub, or to journalistic material created by or for the Regional Hub. NPR and the Hub Station
will discuss in good faith the options for responding to any such Freedom of Information law request,
and will cooperate in efforts to challenge any such request via the procedural mechanisms in the
state Freedom of Information law.
11. Representations and Warranties.
(a) General. Each Party represents and warrants to each other Party that:
(i) it will comply with all applicable laws, rules and regulations in performing its
obligations pursuant to this MOU;

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(ii) any broadcast Content that it creates pursuant to this MOU will comply in all
respects with the Communications Act of 1934, as amended, and all applicable rules and regulations
of the Federal Communications Commission;
(iii) for each item of Content such Party contributes pursuant to this MOU: (x)
such Party either owns the Content or has properly cleared and holds all rights necessary for the
other Parties to distribute the Content via all platforms contemplated hereunder; and (y) each such
item of Content, when used by the other Parties in the manner contemplated herein, will not violate
or infringe the copyright, trademark, trade secret, privacy, or publicity rights, or any moral, property,
contract, creative or other right, of any person or entity, and will not defame any third party;
(iv) in the conduct of newsgathering activities pursuant to this MOU, it will not
violate a third party’s privacy rights or commit any newsgathering torts (including, without limitation,
intrusion on seclusion and trespass).
(v) it has no agreement with any other person or entity which will in any way
interfere with the rights granted under this MOU, nor will it enter into one, and the execution and
performance of this MOU by such Party will not result in a breach of any obligations owed by such
Party to any other person or entity; and
(vi) the person signing this MOU on behalf of such Party is authorized to bind the
Party to the terms of this MOU.
(b) Ethical Guidelines; EEO. Each Hub Station represents and warrants that it will adhere
to, and will require its Hub Employees (if any) to adhere to, the ethical guidelines for journalism in
NPR’s Ethics Handbook with respect to all Content created by it pursuant to this MOU. In instances
where there is a question about the applicability of an ethical principle, the Hub Station or a Hub
Employee will contact NPR’s Standards and Practices Editor for guidance. Each Hub Station
represents and warrants that it, and its Hub Employees (if any), will conduct themselves in a
professional and appropriate manner and will not engage in harassment, discrimination or retaliation
against any Hub Employee.
(c) Hiring Party Representations and Warranties. Each Hiring Party represents and
warrants that it is and will be solely responsible for the satisfaction of all applicable employer
obligations for the Hub Employee(s) it hires, including, but not limited to, applicable federal, state
and local withholding taxes and unemployment taxes, social security, provisions of workers’
compensation coverage, state disability insurance, and all other payroll charges and Employee
Benefits.
12. Indemnification.
(a) General. To the extent not prohibited by the laws of the state in which a Party is
located and without waiving sovereign immunity, each Party (the “Indemnifying Party”) will hold
harmless, indemnify and defend the other Parties, the Grantor, and each of their respective officers,
directors, employees, members and agents (each an “Indemnified Party”), from and against any and
all third-party claims or demands (and any and all damages, liabilities, costs, and expenses that arise
therefrom, including reasonable attorneys’ fees) that arise from or relate to: (i) the Indemnifying
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Party’s breach of any of the representations and warranties set forth in Section 11, or breach of
Section 4(e) (Responsibility for Hub Employees), Section 14 (Confidentiality) or Section 16
(Insurance), or use of any Asset (including, without limitation, pooled Hub Assets) or Story in a
manner not authorized in this MOU; or (ii) any entitlement, assertion and/or claim to any Employee
Benefits made by, or on behalf of, an employee of the Indemnifying Party (including, without
limitation, any Hub Employee(s) employed by the Indemnifying Party) in connection with this MOU
and/or the Regional Hub activities described herein.
(b) Process. The Indemnified Party will promptly provide written notice to the
Indemnifying Party of any claim for which the Indemnified Party is entitled to seek indemnification
hereunder. Upon receipt of such notice, the Indemnifying Party will promptly commence efforts to
settle or to defend against any such claim, and the Indemnified Party will reasonably cooperate with
the Indemnifying Party, at the expense of the Indemnifying Party, in such settlement or defense;
provided that the Indemnifying Party will not settle any such claim without the Indemnified Party’s
prior written consent and, likewise, the Indemnified Party will not settle any such claim without the
Indemnifying Party’s prior written consent. Failure of an Indemnified Party to provide prompt
written notice as set forth in this Section 12(b) will not relieve the Indemnifying Party of its
obligations, except to the extent that the Indemnifying Party is materially and demonstrably
prejudiced by such failure. The Indemnified Party may participate in any such suit or proceeding
using its own counsel at its own expense. If the Indemnifying Party fails to (i) promptly assume the
defense of such claim or (ii) diligently defend or settle such claim, then the Indemnified Party will be
entitled to defend the claim with counsel of its own choosing at the expense of the Indemnifying
Party.
13. Termination. A Party may terminate its participation in this MOU upon written notice to NPR
and the Managing Parties if it files a petition for bankruptcy or reorganization, or such petition is filed
against it, or if it becomes insolvent or makes an assignment for the benefit of creditors (each an
“Insolvency Event”). NPR (unless it is the party undergoing the Insolvency Event) and the Managing
Parties (excluding any Managing Station(s) undergoing an Insolvency Event) also may agree to
terminate such Party’s participation in this MOU upon the occurrence of any such Insolvency Event
(with email being an acceptable method to evidence such agreement), in which case NPR or the Lead
Station will provide such Party with written notice of termination.
14. Confidentiality.
(a) Definition of Confidential Information. “Confidential Information” means any

nonpublic information of a Party that is provided to or obtained by another Party in connection with
this MOU or activities related to this MOU and that (i) is marked or identified as proprietary or
confidential in writing; (ii) if provided verbally, is stated to be proprietary or confidential at the time
of disclosure; or (iii) otherwise would be understood by a reasonable person to be confidential given
the nature of the information and the circumstances surrounding its disclosure (including, without
limitation, confidential source information and other unpublished journalistic material). The term
Confidential Information does not include information that: (w) was in the public domain prior to the
Effective Date of this MOU, or subsequently comes into the public domain through no fault of the
receiving Party; (x) was in the possession of the receiving Party without an obligation of
confidentiality prior to disclosure of such information by the disclosing Party; (y) was lawfully
received by the receiving Party from a third party without restriction on disclosure and without
breach of a nondisclosure obligation or breach of this MOU; or (z) is independently developed by a
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Party without reference to the Confidential Information of another Party, including information
developed by a Party’s journalists and other newsgathering personnel.
(b) Restrictions on Use and Disclosure. A Party receiving Confidential Information

hereunder may use that Confidential Information solely for purposes of performing its obligations
and exercising its rights under this MOU. Each Party agrees that (i) it will not use or disclose to a
third party another Party’s Confidential Information except as expressly permitted in this MOU or as
authorized in writing in advance by the disclosing Party; and (ii) it will protect the Confidential
Information it receives by using the same degree of care as it uses to safeguard its own confidential
or proprietary information (which will be no less than a reasonable degree of care). Notwithstanding
the foregoing, each Party may disclose Confidential Information (x) to the extent required by a court
or governmental authority of competent jurisdiction or otherwise as required by law, provided that
(i) in the case of source information and other unpublished journalistic material, such Party has
complied with the terms of Section 9; and (ii) in the case of all other types of Confidential
Information, such Party has given the disclosing Party prompt and detailed written notice of the
requirement, so that the disclosing Party has a reasonable opportunity to contest such disclosure or
request confidential treatment or a protective order prior to such disclosure (and, if such protective
order or other remedy is not obtained, such Party agrees to furnish only that portion of the
Confidential Information that is legally required to be furnished and to use all reasonable efforts to
assure that the information is maintained in confidence by the party to which it is furnished); (y) on a
“need-to-know” basis to its employees performing such Party’s obligations or exercising such Party’s
rights under this MOU, and to its financial and legal advisors who are obligated to maintain the
confidentiality of such information; and (z) to third-party contractors or other agents solely in
connection with such Party’s exercise of its rights or performance of its obligations under this MOU,
and provided that such disclosure is pursuant to a written non-disclosure agreement with the
applicable contractor(s) or agent(s) that contains terms at least as restrictive as those set forth
herein. Each Party will be fully responsible for the actions of its employees, contractors and agents in
handling a disclosing Party’s Confidential Information.
15. Responsibility for Acts and Omissions. To the fullest extent permitted by applicable law, each
Party agrees to be liable under this MOU for the acts and omissions of its respective directors,
officers, employees, contractors and agents engaged in the scope of their employment or agency.
16. Insurance. Each Party agrees to obtain, and maintain throughout the Term, (a) multimedia
liability insurance with a minimum limit of three million dollars ($3,000,000) covering all Content it
contributes under this MOU and any and all uses of such Content that are anticipated by this MOU;
(b) industry standard Commercial General Liability insurance; and (c) insurance covering workers’
compensation claims. A party may fulfill the foregoing by either procuring a commercial insurance
policy or through self-insurance.
17. Limitation of Liability. Except for amounts owed pursuant to an indemnification obligation
set forth in this MOU, no Party will be liable to any other Party under this MOU for (a) any
consequential, special, indirect, incidental or punitive damages arising out of or in connection with
this MOU, however caused, and under whatever cause of action or theory of liability brought, even if
such Party has been advised of the possibility of such damages; or (b) damages in excess of ten
thousand dollars ($10,000).

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Page 13
18. Notices. If this MOU requires that notice be given to a Party, such notice will only be
effective if in writing and, then, will be effective upon delivery when delivered personally, or two (2)
business days following the date when sent by overnight courier (FedEx or similar), and addressed to
an Authorized Representative of such Party (or to any subsequent address designated by such Party
using this notice process for the purpose of receiving notices pursuant to this MOU). All notices sent
to NPR must include a copy to: National Public Radio, Inc., ATTN: General Counsel, 1111 North
Capitol Street NE, Washington, DC 20002.
19. Governing Law. Unless prohibited by the laws of the state in which a Party is located (in
which case it is the Parties’ intent for this MOU to remain silent as to the choice of applicable law),
this MOU will be governed by and construed under District of Columbia law (without regard to that
jurisdiction's choice of law rules) and, where applicable, under the laws of the United States. Unless
prohibited by the laws of the state in which a Party is located, any disputes under this MOU will be
litigated in the local or Federal courts located in, and the Parties consent to personal jurisdiction and
venue in, the District of Columbia.
20. Force Majeure. In the event that a failure of a Party to comply with any obligation created by
this MOU is caused by a condition that is outside such Party’s reasonable control (and which by the
exercise of due diligence such Party is unable, wholly or in part, to prevent or overcome), including,
without limitation, fire or other casualty, act of God, strike or labor dispute, war or other violence,
communications or Internet failures, or any law, order or requirement of any governmental agency
or authority, that obligation will be suspended during the continuance of such condition.
21. Miscellaneous. This MOU contains the entire understanding between the Parties with
respect to the subject matter hereof and supersedes all prior or contemporaneous promises,
agreements, and understandings between the Parties regarding the same subject matter; provided,
however, that in no event will this MOU be deemed to supersede the terms of any Freelance
Agreement (as defined in Section 8(d)(ii) of this MOU) or Terms of Use (as defined in Section 7 of this
MOU), nor will it be deemed to supersede the terms of any work-made-for-hire agreement entered
into pursuant to Section 8(d)(iii) of this MOU, or the terms of any API terms of use or any other
license agreement for use of NPR technologies or tools that is entered into by any Hub Station or Hub
Employee, or any “Program Purchase Form Agreement,” “Digital Services Agreement” or similar
agreement that is entered into by NPR and any Hub Station. In the event of a conflict between the
terms of this MOU and the terms of the Freelance Agreement (as defined in Section 8(d)(ii)) or Terms
of Use (as defined in Section 7), the conflicting term of this MOU will control unless the applicable
provision of this MOU expressly states that the terms of the Freelance Agreement or Terms of Use
(as applicable) are intended to govern (for example, in Section 8(d)(ii), where the license and
ownership provisions of the Freelance Agreement are intended to govern with respect to the
referenced Content). If any provision of this MOU is held to be invalid, illegal, or unenforceable by a
court of competent jurisdiction, such provision will be deemed restated, in accordance with
applicable law, to reflect as nearly as possible the original intentions of the Parties, and the
remainder of the MOU will remain in full force. No waiver or forbearance by a Party of any rights
under this MOU in any particular instance will preclude such Party from exercising those rights in any
other instance. No waiver will be effective unless it is in writing and signed by the Party granting the
waiver. Except as otherwise expressly set forth in this MOU, nothing herein will create any
enforceable rights in any person or entity not a Party hereto, and no Party may assign, sublicense,
delegate, transfer, or otherwise convey any rights or duties under this MOU without the prior written
consent (email not acceptable) of a Qualified Majority of NPR and the Managing Parties. The
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Page 14
following provisions will survive any expiration or termination of this MOU: Section 4(e)
(Responsibility for Hub Employees), Section 8 (Ownership, Liability, and Licensing), Section 9
(Subpoenas Requesting Journalistic Material), Section 10 (Freedom of Information Laws), Section 11
(Representations and Warranties), Section 12 (Indemnification), Section 14 (Confidentiality), Section
15 (Responsibility for Acts and Omissions), Section 17 (Limitation of Liability), Section 19 (Governing
Law), and Section 21 (Miscellaneous). This MOU may be executed in counterparts, each of which will
constitute an original, and all of which will constitute one instrument.
22. Amendment Process. The following provisions may not be modified except in a writing duly
executed by all Parties (email not acceptable): Sections 8 (Ownership, Liability and Licensing), 9
(Subpoenas Requesting Journalistic Material), 10 (Freedom of Information Laws), 11
(Representations and Warranties), 12 (Indemnification), 13 (Termination), 14 (Confidentiality), 15
(Responsibility for Acts and Omissions), 16 (Insurance), 17 (Limitation of Liability), 18 (Notices), 19
(Governing Law), 20 (Force Majeure), 21 (Miscellaneous) and 22 (Amendment Process). Any
provisions of this MOU that are not referenced in the immediately preceding sentence may be
modified by a writing duly executed by NPR and the Managing Parties, except that certain
amendments to, and decisions relating to, such remaining sections may be made by a Qualified
Majority of NPR and the Managing Parties if, and to the extent, expressly set forth in such remaining
provisions. Notwithstanding the foregoing, no additional obligations may be placed on a Hub Station
that is not a Managing Party unless such Hub Station has agreed to be bound by such additional
obligation(s) (with email approval from such Hub Station’s Authorized Representative sufficient to
evidence such Party’s agreement).
23. List of Defined Terms. The following defined terms are used in this MOU and have the
meanings ascribed to them in this MOU, as referenced below:
(a) “Asset” has the meaning ascribed to it in the “Purpose and Background” section on page 1
of this MOU.
(b) “Authorized Representative(s)” has the meaning ascribed to it in Section 1(b).
(c) “Budget” has the meaning ascribed to it in Section 5(a)(i).
(d) “Compact Discussions” has the meaning ascribed to it in the “Purpose and Background”
section on page 1 of this MOU.
(e) “Confidential Information” has the meaning ascribed to it in Section 14.
(f) “Content” has the meaning ascribed to it in the “Purpose and Background” section on page
1 of this MOU.
(g) “Controlling Party” has the meaning ascribed to it in Section 8(a).
(h) “Effective Date” has the meaning ascribed to it in the first paragraph of this MOU.
(i) “Employee Benefits” has the meaning ascribed to it in Section 4(e).
(j) “Freelance Agreement” has the meaning ascribed to it in Section 8(d)(ii).
(k) “Grant Agreement” has the meaning ascribed to it in the “Purpose and Background”
section on page 1 of this MOU.
(l) “Grant Evaluation Metrics” has the meaning ascribed to it in Section 6.
(m) “Grant Funding” has the meaning ascribed to it in Section 5(a)(i).
(n) “Grantor” has the meaning ascribed to it in the “Purpose and Background” section on page
1 of this MOU.
(o) “Hiring Party” has the meaning ascribed to it in Section 4(a).
(p) “Hub Employee” has the meaning ascribed to it in Section 4(a).
(q) “Hub Station” has the meaning ascribed to it in the first paragraph of this MOU.
(r) “Indemnified Party” has the meaning ascribed to it in Section 12(a).
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(s) “Indemnifying Party” has the meaning ascribed to it in Section 12(a).

(t) “Initial Term” has the meaning ascribed to it in Section 2.
(u) “Insolvency Event” has the meaning ascribed to it in Section 13.
(v) “Lead Station” has the meaning ascribed to it in Section 3.
(w) “Managing Parties” has the meaning ascribed to it in Section 3.
(x) “MOU” has the meaning given to it in the first paragraph of this MOU.
(y) “NPR” has the meaning ascribed to it in the first paragraph of this MOU.
(z) “Party” has the meaning ascribed to it in the first paragraph of this MOU.
(aa) “Parties” has the meaning ascribed to it in the first paragraph of this MOU.
(bb) “Permitted Variance” has the meaning ascribed to it in Section 5(a)(ii).
(cc) “Program Year” has the meaning ascribed to it in Section 2.
(dd) “Program Year 1,” “Program Year 2,” and “Program Year 3” have the meanings ascribed to
them in Section 2.
(ee) “Project Costs” has the meaning ascribed to it in Section 5(a)(ii).
(ff) “Qualified Majority of NPR and the Managing Parties” has the meaning ascribed to it in
Section 4(a).
(gg) “Regional Hub” has the meaning ascribed to it in the “Purpose and Background” section of
this MOU.
(hh) “Reporting Deadlines” has the meaning ascribed it in Section 6.
(ii) “Schedule of Disbursements” has the meaning ascribed to it in Section 5(a)(iii).
(jj) “Staffing Committee” has the meaning ascribed to it in Section 4(b)(i).
(kk) “Story” has the meaning ascribed to it in the “Purpose and Background” section of this
MOU.
(ll) “Term” has the meaning ascribed to it in Section 2.
(mm) “Terms of Use” has the meaning ascribed to it in Section 7.
[Signature pages follow]

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Page 16
IN ACKNOWLEDGMENT OF THEIR AGREEMENT to the foregoing, the Parties hereby affix their
signatures:
National Public Radio, Inc. The Curators of The University of Missouri,

licensee of KCUR-FM
By: By:
Name: Name:
Title: Title:
Date: Date:
Authorized Representative(s): Authorized Representative(s):

Chris Turpin Sarah Morris
Vice President, Editorial Innovation & Interim General Manager
Newsroom Development KCUR
1111 North Capitol St NE 4825 Troost Avenue
Washington, DC 20002 Kansas City, MO 64110
(202) 513-2123; cturpin@npr.org (816) 235-1023; sarahm@kcur.org
Bruce Auster
Senior Dir., Collaborative Journalism Network
1111 North Capitol St NE
Washington, DC 20002
(202)513-2232; bauster@npr.org
The Curators of The University of Missouri, Iowa Public Radio, Inc.

licensee of KMWU
By: By:
Name: Name:
Title: Title:
Date: Date:
Authorized Representative(s): Authorized Representative(s):

Tim Eby Myrna Johnson
General Manager Executive Director
St. Louis Public Radio Iowa Public Radio
University of Missouri – St. Louis 2111 Grand Avenue
3651 Olive Street Des Moines, IA 50312
St. Louis, MO 63108 (515) 725-1702
(314) 516-6765; ebyt@umsi.edu mjohnson@iowapublicradio.org
Midwest Region Collaborative Journalism Hub MOU – Signature Page – Managing Stations
Doc #81948
Nebraska Educational Telecommunications

Commission
By:
Name:
Title:
Date:
Authorized Representative(s):
Nancy Finken
Chief Content Officer
NET
1800 N 33 St.
Lincoln, NE 68503
(402) 470-6365; NFinken@netad.unl.edu
Midwest Region Collaborative Journalism Hub MOU – Signature Page – Managing Stations
Doc #81948
Station:
By:
Name:
Title:
Date:
Authorized Representative(s):
Midwest Region Collaborative Journalism Hub MOU – Signature Page

Doc #81948
ATTACHMENT 1
Budget
Midwest Region Collaborative Journalism Hub MOU – Attachment 1

Doc #81948
ATTACHMENT 2
Schedule of Disbursements
Quarterly
Financial NPR “No
Cumulative Report Later Than”
Actual Cost Disbursement Submission Target
Payment Period covered Cap Amount Due Date Payment Date
Upon
Advance N/A N/A $xxx,xxx N/A
execution
YEAR 1
1 May 11 to Jun. 30, Jul. 15, 2020 Jul. 31, 2020
2020
2 Jul. 1 to Sep. 30, Oct. 15, 2020 Oct. 31, 2020
2020
3 Oct. 1 to Dec. 31, Jan. 15, 2021 Jan. 31, 2021
2020
4 Jan. 1 to Mar. 31, Apr. 15, 2021 Apr. 30, 2021
2021
YEAR 2
5 Apr. 1 to Jun. 30, Jul. 15, 2021 Jul. 31, 2021
2021
6 Jul. 1 to Sep. 30, Oct. 15, 2021 Oct. 31, 2021
2021
7 Oct. 1 to Dec. 31, Jan. 15, 2022 Jan. 31, 2022
2021
8 Jan. 1 to Mar. 31, Apr. 15, 2022 Apr. 30, 2022
2022
YEAR 3
9 Apr. 1 to Jun. 30, Jul. 15, 2022 Jul. 31, 2022
2022
10 Jul. 1 to Sept. 30, Oct. 15, 2022 Oct. 31, 2022
2022
11 Oct. 1 to Dec. 31, Jan. 15, 2023 Jan. 31, 2023
2022
12* Jan. 1 to Mar. 30, Apr. 15, 2023 Apr. 30, 2023
2023
*Balance of “Advance” funds should be used during this quarter.

Doc #81948
ATTACHMENT 3
Grant Evaluation Metrics
Year 1 – Required Deliverables
Metric #1: How we work - Hire staff for the Midwest hub, ensuring diversity in recruitment and
hiring processes. Train new staff to help establish shared journalistic standards and practices.
(outcome)
● Six new staff members hired at Midwest hub by the end of year one.
Metric # 2: What we create - Hub journalists produce more unique local and regional stories, placing
a priority on public service investigations (outcome). Please note, specific metrics and quarterly goals
pertaining to the type of reporting the hubs produce will be developed collaboratively by NPR and hub
stations after hiring is complete. We expect this to occur by the end of year two. We will update you
on this progress in our regular grant reports.
● Larger pool of unique local and regional stories produced by stations.

○ Stories tracked by story type (newscasts, features, etc.) and the diversity of
sources.
■ Midwest anticipated outcomes for fourth quarter of calendar year
2020:
● One hour of region-wide programming per month (for
example live coverage of breaking news or a call-in show)
● 10 features produced by one station aired by another, every
month
● Increased capacity to produce local investigations, validating the hypothesis that

shared investigative resources boost station driven public service journalism.
○ Anticipate three topics for in-depth public service investigations identified by
end of year one.
Metric #3: Who we serve - Increase broadcast and digital audience, and broaden audience
demographics (outcome)
● Anticipate local station audiences show up to 10% increase in Nielsen ratings around
coordinated breaking news coverage by end of year one.
○ Track broadcast carriage of hub stories - establish baseline in first 6 months,
then increase that number by 10%, understanding audience numbers will
skew higher from the effect of the coronavirus pandemic.
■ Hub stations
■ Member stations outside the hub
■ NPR’s national news magazines
● Source diversity is tracked using a tool developed for the Texas hub, measuring race,
gender, age and geography (news deserts) of sources.
● Outside media mentions and policy changes that come about as a result of hub
reporting are tracked, demonstrating impact of increased local and regional
reporting capacity in hub region.

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Years 2 and 3 – Proposed Deliverables
Metric #1 - At least three journalist training workshops are held in the year after completion of hiring
full team for the hub.
Metric #2 - Specific outcomes for continued growth in years two and three determined by year one
performance in total pool of unique local and regional stories produced by stations, and local
investigations.
Metric #3 – Hub station audience growth, source diversity and impact:
● Anticipate local stations show digital audience increase by end of year two per
Google analytics.
○ Track digital content - views and time spent on story, streams, downloads
■ Coordinated community response and audience engagement (for
example aggregating questions from the community to each station
about the virus and coordinating responses among partners)
■ Hub station websites
■ Increase digital audience outside urban centers
■ Social media views, likes shares
● Aggressive audience growth goals set for years three and beyond based on audience
performance in years one and two.
● Source diversity goals for years two and three are set based on benchmarks tracked
in year one.
● Continued tracking of outside media mentions and policy changes that come about
as a result of hub reporting.

Doc #81948
Current (https://current.org/2020/05/npr-receives-4-7m-to-support-two-regional-newsrooms/)
NPR receives $4.7M to support two regional newsrooms

By Tyler Falk, Reporter h | May 19, 2020
NPR will build on its strategy to expand collaborative journalism with a grant that supports a California regional newsroom and a new partnership
in the Midwest.
Former Google CEO Eric Schmidt and Wendy Schmidt, president of the Schmidt Family Foundation, provided the $4.7 million grant, NPR
announced Tuesday.
The new Midwest collaboration will be led by four partner stations, with NPR as a national partner: St. Louis Public Radio; Iowa Public Radio;
NET in Lincoln, Neb.; and KCUR in Kansas City, Mo. All 25 public radio stations in Kansas, Missouri, Iowa and Nebraska will have access to
content produced by the newsroom.
The Midwest regional newsroom is the fourth in NPR’s Collaborative Journalism Network. NPR has also spearheaded creation of regional
newsrooms in Texas (https://current.org/2018/08/first-journalism-hub-formed-by-npr-member-stations-nears-debut/) and the Gulf States region
(https://current.org/2020/02/newest-journalism-hub-will-expand-coverage-in-gulf-states/) .
NPR announced the hiring of managing editor Joanne Griffith (https://current.org/2020/02/comings-and-goings-california-hub-hires-managing-editor-

alhadeff-joins-leadership-institute/) for the California newsroom in February. The effort is being led by KQED in San Francisco alongside anchor
stations KPBS in San Diego, CapRadio in Sacramento, and KPCC/LAist and KCRW in Southern California, with NPR as a national partner.
The grant will help establish investigative units in the California and Midwest news hubs. Investigative journalism “is so essential to an informed
citizenry and democracy,” Nancy Barnes, NPR’s SVP for news and editorial director, said in a press release. “It’s also the type of journalism that
has been eroding at the local level as newspapers scale back.”
Each regional newsroom will hire a small team of investigative journalists to work with station reporters on stories “that expose corruption, reveal
health hazards and bring to light other information that the public has a right to know,” Barnes said.
NPR, CPB and KQED all provided additional funding for the California and Midwest hubs.
NPR said that more regional newsrooms are in the works.
“Local news is especially important, and with so many newsrooms in decline, we need to invest in strengthening reporting resources from trusted
sources like public radio,” Wendy Schmidt said in the release. “These regional news hubs will not only increase local reporting of critical issues,
they will also elevate diverse voices and perspectives in regional and national stories.”
John
p.1
Diversity Initiative Next Steps 12/2012

Content
● Commit to one new diverse source a week from each reporter and for SLOTA.
Stick to that pace for a year
● Commit to using social media search engines once a week
● Create a blog for SL in B&W
● Market SL in B&W
● Sonic IDs & regular new voices
● Explore KQED’s Perspectives segment as a way to get new voices
● Continue to track the gaps in geographic and demographic coverage
● Capture conversations of community groups through outreach done by Fellow
● Explore ways to have more appeal to “Missouruh”
Work Environment
● Start an in house, brown bag speaker series featuring diverse guests
Development
● Begin fundraising to pay for internships
● Update efforts to sell SL in B&W
● Explore tagging and external lists to match race/ethnicity to donor lists
● Create station wide lists of interest groups i.e. people we’ve met at events who
have an interest in the subject
Audience
● Build benchmarks for audience (existing audience and audience we want to grow)
Staffing
● Begin “preemptive recruiting”

● Create a LinkedIn group for SLPR
● Begin developing high school training boot camp for next summer
● Look at conferences next year, get commitment to have someone from news/web
strategically attend
● Improve job descriptions; create broader pool
● Create a FB page for alums of SLPR internships
● Get on Minority Journalism Association and other industry Conference Panels
Friends Board
● Commit to having three African American board members by 2014
Marketing
● Do an event targeting cab drivers

p.2
● Explore possibility of doing something with ESL classes

● Commit to hosting two major events a year targeting a African American
audience
● Solidify connection with the St. Louis American; Bosnian newspapers, Red
Latina magazine
Diversity Initiatives
May 2015
Diversity Initiative
• Staffing
• Audience
• Fundraising
• Civic Leadership
• Content
Staffing
• Diversity Fellowship
• Paid Internships
• Recruitment
Audience
• Partnership with The St. Louis American
• Social Media Strategy
• The Listening Project
• Events
Fundraising
• Young Friends
• Use Other Donor Lists
• Cultivation Events
• Funding the Diversity Initiative
Civic Leadership
• Friends Board
• Young Friends Leadership Council
• Generation Listen
Content
Content
• St. Louis History in Black and White
• Partnership with The St. Louis American
• Sourcing
• Obituaries
• Talk Show
• Content Analysis
• Ferguson
Content
Diversity Initiatives
May 2015
St. Louis Public Radio
Diversity & Inclusion
Survey
July 2016
Committee members: Alex Heuer & Marquetta Anderson (co-chairs),

Carolina Hidalgo, Shannon Lischwe, Jennifer Brake, Kimberly Norwood
Goals
• Show survey results
• Highlight key takeaways
• Next steps
Comments: Have you been personally
discriminated against at STLPR?
• “I have felt that my efforts are not valued as much as

those of others, particularly younger staff.”
• “So-called micro-aggressions including attempts by
those in the dominant group to explain incidents away.”
• “Discrimination is a loaded word, but I have been
treated differently by specific members of staff in a way
that I am almost certain is gender-related.”
• “There are times I've felt that a female coworker and I
are treated differently than the way my male colleagues
are, who do essentially the same job as we do.”
Comments: I have personally witnessed discrimination
against someone other than myself at STLPR.
• “There are particularly incidents of colleagues above 50 years old
discriminating and dismissing younger workers.”
• “I haven't witnessed outright harassment but I have witnessed
behavior I deem culturally insensitive, and not in line with our mission
or objectives.”
• “I have seen derogatory comments only targeted at women in group
meetings. And I've heard things that make this a little less than a ‘safe
space.’ A definition of the different levels would be helpful to know
what constitutes discrimination that needs to be reported.”
• “I have seen the views of persons of color be marginalized. I have
seen persons of color be thrust into tokenized positions, made to
represent our station's ‘diversity.’”
• “I feel that STLPR is an extremely ‘politically correct’ work
environment and have not witnessed any discrimination whatsoever.”
• “I think there are employees that are not taken seriously for some
reason, and I'm not sure if it is active discrimination or not, but might
have something to do with implicit biases.”
Comments: The leadership at STLPR encourages diversity
in the workplace and the consideration of diverse ideas.
• “Much talking about diversity, but not always great follow through.”
• “I think they encourage diversity but do not want to execute diverse ideas
because that's not what's been done and what's been done is easy.”
• “It seems to me that STLPR wants to be diverse and makes an effort to do
so, but there is little opportunity for people's opinions and ideas to be
taken seriously.”
• “I see youth, technology and the latest trends being valued over
experience intellect and appreciation of history.”
• “We need to do stories that aren't ‘for’ our leadership demographic, which
sometimes means we should do stories that are outside our expected
comfort zones. If we want to engage a broader audience, we are going to
have to reconsider what we view as relevant. To attract those audiences
we have to do stories those audiences view as relevant, not just what we
say is important.”
• “Stop crowing about how many ‘minority’ hires you've made.”
• “There are people who really try to encourage diversity and other
perspectives, but some of the higher-ups take a very paternalistic
approach that to me appears problematic.”
Comments: Employees of different backgrounds at
STLPR interact well with one another.
• “There is a general uneasiness in talking about racial /
diversity issues among staff. No one wants to be wrong.”
• “I sometimes feel so worried about saying the wrong thing,
that I say nothing at all. I feel like people will judge me and
take me off their ‘good lists’ because I say something I don't
even realize is offensive…the environment is a little
antagonistic.”
• “More opportunities for social interaction between the ‘second
floor’ and the ‘third floor’ could be encouraged.”
• “I think there have been some unfortunate incidents that have
strained relationships, and I wonder how comfortable
employees of color feel about speaking up about the incidents
they see.”
• “White privilege and discomfort with being challenged on it are
clear.”
Comments: The news and programming content that St.
Louis Public Radio airs and produces accurately reflects the
community as a whole.
• “No matter how much we talk about serving the broadest, most
democratic demographics possible, we primarily produce stories
that are targeted to previously established audiences.”
• “We're getting there, but news and programming content must
continue to change.”
• “I think we make valiant efforts, but I would love to see more
diverse sources on non-minority issues as well as minority-specific
ones.”
• The newsroom takes a Great White Savior approach to covering
race. [If covering] anyone other than white, male experts [attempts
often] come across as tokenistic and disingenuous.”
• “I think efforts are being made, but we have a long, long way to go.
We need to think of diversity as more than just black and white. We
also need to stop using an anthropological approach to
communities we don't cover and realize they are our listeners, too.”
Considering the following factors, STLPR
has an inclusive environment.
(Race, age, gender, sexual orientation, socioeconomic
status, geographic location, political affiliation, cognitive style,
physical ability)
Race …………............ 19% somewhat or strongly disagree

Age …………………... 15% somewhat or strongly disagree
Cognitive style ……… 24% somewhat or strongly disagree
Political affiliation ….....19% somewhat or strongly disagree
Geographic location ….19% somewhat or strongly disagree
Comments: I believe St. Louis Public Radio will take
appropriate action in response to incidents of discrimination.
• “If they are actively reported, I believe (if for no other reason than to
avoid liability) STLPR will take action.”
• “There's no HR system in place that allows for people to anonymously
consult with someone about appropriate actions to take…there aren't
really great options within the organization for a safe space to discuss
incidents you don't really know what to do with.”
• “Going to the university is seen as overstepping the lines of whatever
weird relationship St. Louis Public Radio has with the university. But
there aren't really great options within the organization for a safe space
to discuss incidents.”
• “If it's convenient.”
• “It seems like STLPR doesn't like conflict, so when something happens,
they try to shut it down as quickly as possible with the easiest possible
solution, not the best.”
• “There is a culture of silence around these issues rooted in deep
discomfort and regional history. It depends who is discriminated against
and who does the discriminating.”
Next Steps
• Implicit bias workshops (fall)
• Diversity ascertainment (ongoing)
• Content audit (fall)
• Next phase: Subgroups & progress
assessment (after implicit bias workshops)
• Diversity and inclusion initiatives as part of
strategic planning process (fall)
Electronically Filed - CITY OF ST. LOUIS - August 29, 2023 - 02:08 PM
2322-CC05695
Tim Eby <timjeby@gmail.com>
Re: Wrong message

Lon Zimmerman <lonzimm@aol.com> Tue, Sep 28, 2021 at 11:58 AM
To: Tom Livingston <tom@livingstonassociates.net>
Thanks, Tom, for your detailed response. Delighted to read that financial the station in on the mend.
Many thought the Beacon merger was very forward thinking: making St. Louis Public Radio a real player in the field of local and regional news reporting at a time when newspapers were failing
and not a lot of local reporting was being done. A lot of the station’s heavy hitters insofar as financial support, encouraged that move. And, Tim tried to make it work. The jury is obviously still out,
and like many things, recently may have been hampered by COVID.
That being said, I’m more concerned about the publication by the station of comments regarding Tim Eby, himself. To openly state (Sarah Fentem’s piece on the station’s website) “accusations
from the newsroom staff” that Eby “mismanaged finances” when, apparently it is now known that he didn’t actually mismanage finances, seems so irresponsible, unprofessional, vindictive, and
even slanderous. Really damaging to Eby’s future job prospects, too.
Your point that "The statement "accusations from newsroom staff" is accurate, not that he actually mismanaged finances” is alarming. Few reading Fentem’s piece are going to think, ‘Well, that is
just what the newsroom staff thinks’. Almost everyone is going to take away that the news department is reporting that he was involved in mismanaging finances.
How would you like to try to get a management-level job with that hanging over your head.
Lon
On Sep 27, 2021, at 3:00 PM, Tom Livingston <tom@livingstonassociates.net> wrote:
Hi Lon - sorry for the slow response and thanks for following up. I started to respond and then let my message drop to drafts.
The statement "accusations from newsroom staff" is accurate, not that he actually mismanaged finances.
This is my take on what happened.
The station had fundraised around the Beacon merger and accumulated reserves, and had added staff, including budgeting some of those reserves, anticipating that by being more
significant through our greater capacity, revenues would grow and catch up with the increased spending. He was also gearing up a capital campaign that they may have anticipated
could help fill any gaps. To some extent it clearly worked. Donations rose steadily over the past few years. On the other hand, so did deficits. My understanding is the deficit for FY
20 was $600k, and the first cut of FY 21 (which we finished at the end of June) had a projected deficit of $1 million as Covid loomed - for example, our Underwriting team was
projecting a $500k decrease for the year (and that turned out to be right on the mark). Until the closeout I couldn't get a straight answer on the size of our reserves (in part because
they go up and down as the flow of fundraising happens), but believed they were around $1.2 million, so a $1 million deficit for the year would have indeed been dire.
At that point I'm told the finance director insisted on cutting $900k, and budgeted to spend only $200k of reserves. The cuts included layoffs and leaving position lapses unfilled.
That action pretty clearly had a direct link to our organizational melt-down and the "Time for Action" memo.
"Mismanagement" or aggressively trying to grow and having to respond to the impact of a pandemic that came out of nowhere? I think he called it a controlled burn.
Here's the good news. this past week I finally got the year end close out, and we had a balance sheet surplus of $1.6 million for the year. We had two significant windfalls during the
year (a $400k transfer from UMSL and $300k as part of the Biden stimulus package. We also did as well as we predicted with both donations and underwriting and our spending
was significantly below projections. Tim left early in the fiscal year and/but would probably have done the same if he stayed.
I hope this helps!
Tom
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IN THE CIRCUIT COURT FOR THE CITY OF ST.

PLAINTIFF’S RESPONSE TO DEFENDANT’S MOTION TO DISMISS OR

Plaintiff responds to Defendant’s Motion To Dismiss Or For Alternative Motion For

Summary Judgment, stating as follows:

Radio (“STLPR”) is a proprietary function of the University of Missouri. The controlling

See Def. Statement of Uncontroverted Material Facts at ¶1. This governmental-proprietary

Defendant, its motion should be denied.

standard for evaluating a motion to dismiss:

the appropriate legal standard as follows:

exists and the movant is not entitled to summary judgment. Id.

601 S.W.2d 295, 298 (Mo.App.1980).

III. PLAINTIFF HAS PLEADED AND PRESENTED SUFFICIENT EVIDENCE TO

bodies corporate, instrumentalities of the state established by statute to facilitate effectual

corporation.”). Likewise, Defendant is an instrumentality of the State for the purpose of

university”. See <https://missouri.edu/mission-values> [https://archive.md/o8HaI].

same manner that Missouri Courts have analyzed other schools.

i. The Controlling Precedent Of The Missouri Supreme Court Decision In

governmental-proprietary function analysis applies to school districts, the Missouri Supreme

abrogated or narrowly limited to its facts.

ii. Missouri Courts Have Repeatedly Used The Governmental-Proprietary

school radio station were proprietary in nature.

limited to its facts. See Defendant’s Memorandum Of Law at 8.

repeatedly applied the governmental-proprietary function analysis to determine sovereign

2. St. Louis Public Radio Is A Proprietary Function Of The University Of

programming for its listeners and not the public good.

<https://missouri.edu/mission-values>; Exhibit 1, Aff. Tim Eby at ¶14; Amended Petition at ¶31.

counter-affidavit, which supports some of the allegations of plaintiff's amended petition,

determinative.”)(internal citations omitted).

<https://www.stlpr.org/editorial-independence-statement> [https://archive.ph/9498w]. See also

resigning-as-st-louis-public-radio-gm [https://archive.ph/NZmah](citing the tweet of STLPR

Louis Public Radio is a governmental function. 2

Third, STLPR is a proprietary function of Defendant because it operates like a private

Eby at ¶ 22; Amended Petition at ¶39.

a proprietary function if it is commercial in character, usually carried on by private parties, or

Amended Petition at ¶35-38, 40.

classified as a proprietary function.”)(Citation omitted). And, out of that local community,

<https://stlpublicradio.marketenginuity.com/audience>. See also Exhibit 1, Aff. Tim Eby at ¶16.

indicate that St. Louis Public Radio operates as a governmental function.

3. Defendant Is Not A Hospital District

acknowledged the controlling precedent of Barker.

untouched, and thus still controlling.

Equally, Defendant’s reliance upon McHenry is misplaced because the University of

analysis: “The proprietary-governmental dichotomy applies only in the law of municipal

not overturn Barker.

position, are non-binding 3; and, 2) Barker remains controlling precedent.

IV. ALTERNATIVELY, PLAINTIFF SEEKS DISCOVERY PURSUANT TO RULE

to STLPR operating as a proprietary function of Defendant. Furthermore, there is an outstanding

Tim Eby at ¶¶ 2-4; Exhibit 2 to Plaintiff’s Statement, Memorandum of Understanding,

And For Summary Judgment.

PLAINTIFF’S STATEMENT OF ADDITIONAL MATERIAL FACTS

executed a Memorandum of Understanding in which they agreed to provide $3,000,000.00 of

January 2, 2024). The agreement read in relevant part:

Exhibit 2, Memorandum of Understanding, Collaborative Journalism Hub – Midwest Region

1, Aff. Tim Eby at ¶4.

paragraphs 2-4 of Tim Eby’s affidavit.

paragraphs 2-4 of Tim Eby’s affidavit.

paragraphs 2-4 of Tim Eby’s affidavit.

paragraphs 2-4 of Tim Eby’s affidavit.

Additional Material Facts

September 24, 2020, https://news.stlpublicradio.org/2020-09-24/tim-eby-replaced-as-st-louis-

public-radio-gm-after-allegations-of-racism-at-the-station [https://archive.ph/2gtq3]. This article

republished statements from an August 7, 2020 Medium article 1 as follows:

Id. See also Exhibit 1, Aff. Tim Eby at ¶5.