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PROGRAMMING COLLABORATION AGREEMENT This 005562.00333 16183710.3 EXHIBIT A Page 1 of 17 PROGRAMMING COLLABORATION AGREEMENT This PROGRAMMING COLLABORATION AGREEMENT (“Agreement”) is made by and between California State University, Northridge (“CSUN”) and South Orange County Community College District (“SOCCCD”) as of the date on the signature pages below. RECITALS: WHEREAS, CSUN is the Federal Communications Commission (“FCC”) licensee of noncommercial educational radio Station KCSN, Channel 203, 88.5 MHz, Northridge, California (FIN 62949 ) (“Station KCSN”); and WHEREAS, SOCCCD is the Federal Communications Commission (“FCC”) licensee of noncommercial educational radio Station KSBR, Channel 203, 88.5 MHz, Mission Viejo, California (FIN 58529) (“Station KSBR”); and WHEREAS, Station KSBR and Station KCSN (collectively, the “Stations” and each a “Station”) serve contiguous geographic areas on the same FM frequency; and WHEREAS, SOCCCD and CSUN (collectively, the “Parties”) are each agencies of the State of California, authorized to contract with each other under the California Joint Exercise of Powers Act, Government Code Sections 6500 et seq., and dedicated to the education of students and service to the public through noncommercial educational broadcasting; and WHEREAS, the Parties wish to collaborate on programming and related undertakings for their respective Stations in ways that benefit the listening public, the State of California, and their respective educational institutions and student bodies. NOW, THEREFORE, in consideration of the above recitals and mutual promises and other good consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows: 1. PURPOSE - COLLABORATIVE PROGRAMMING FOR THE STATIONS. Subject to the ultimate supervision and control of each Party as FCC licensee of its Station, starting on the Commencement Date, the Parties will collaborate on the creation of a format of noncommercial programming for broadcast on both of the Stations (“Collaborative Programming”), in accordance with the terms of this Agreement and applicable FCC rules and policies. Programming Collaboration Agreement / June 26, 2017 Page 1 of 17 005562.00333 16183710.3 EXHIBIT A Page 2 of 17 (a) Collaborative Programming. (i) The Collaborative Programming will be a Triple-A (Adult Album Alternative) music format, based on the Music Discovery format currently broadcast on Station KCSN, or such other format as the parties mutually agree to in the future by written amendment to this Agreement. The Collaborative Programming will contain programming that addresses the needs and interests of the service areas of both Stations and may contain programs produced at either Station. The General Managers of each of the Stations (the “Managers”) will allocate managerial responsibilities for the Collaborative Programming between them. The responsibilities of the Managers shall be carried out in accordance with the written policies exchanged between the Parties pursuant to Section 9(b) hereof, as updated from time to time, and is subject to the ultimate authority and obligation of each Party as a licensee to retain ultimate control over the programming and finances of its respective Station. (ii) The Collaborative Programming will conform to the policies of the respective Stations and will be consistent in quality with the noncommercial programming currently broadcast by those Stations. (iii) The Collaborative Programming will comply with FCC programming requirements, including but not limited to requirements regarding issue responsive programming, underwriting and sponsorship identification, EAS, political broadcasts, and obscenity and indecency. The Collaborative Programming shall not, to the best of the Parties’ information, knowledge and belief, include any libelous or defamatory material, unlawfully invade the privacy of any individual, or violate the intellectual property rights of any individual or entity. (iv) The Collaborative Programming will be simulcast by the Stations. (v) All operating costs and expenses related to producing and/or acquiring the Collaborative Programming and delivering it to the Stations shall be shared by the Parties (the “Shared Costs”). (b) Station Costs. (i) Individual Station Costs. During the term of this Agreement, the costs of each Station shall be borne by the respective licensees, except for the Shared Costs. (ii) Shared Costs. The anticipated Shared Costs are set forth in the First Year Budget (FY18) to which the Parties have agreed and which is attached as Schedule 1(a). By no later than May 31st of each annual period within the Term, the Managers will develop a proposed budget of Shared Costs for the following year (“Annual Budget”) which shall be approved by the Parties pursuant to a written amendment to this Agreement and incorporated into this Agreement as Schedule 1(a). Programming Collaboration Agreement / June 26, 2017 Page 2 of 17 005562.00333 16183710.3 EXHIBIT A Page 3 of 17 2. COMMENCEMENT DATE AND TERM OF AGREEMENT. (a) Commencement Date. The Parties’ rights and obligations under this Agreement shall commence on July 1, 2017, (the “Commencement Date”). The Parties shall coordinate on a joint public announcement of this Agreement and the Commencement Date. (b) Term. This Agreement is an intergovernmental contract entered into pursuant to the California Joint Exercise of Powers Act, and shall become effective upon its execution by the Parties. Unless otherwise terminated in accordance with the terms of Section 3 below, this Agreement shall be for twenty (20) years, beginning on the Commencement Date and ending on June 30, 2037 (the “Initial Term”). At the end of the Initial Term, the Agreement may be renewed for successive terms of five (5) years, or other mutually agreeable term, upon the mutual agreement of both Parties. 3. TERMINATION. (a) Either Party may terminate this Agreement: (i) if the other Party breaches a material obligation under this Agreement, and fails to cure such breach within thirty (30) days of receipt of written notice; provided, however, that at the end of such thirty-day period, if the breaching Party is acting in a commercially reasonable manner to cure such breach, through the dispute resolution procedures set forth in Section 11, then such period shall be extended for a period of up to ninety (90) days as long as the breaching Party complies with required dispute resolution procedures; and provided further, that nothing in this Agreement shall require either party to broadcast any programming which it, in good faith, concludes would violate FCC rules or regulations; the Communications Act of 1934, as amended; or other applicable laws or regulations; or (ii) for convenience, upon twelve (12) months’ written notice to the other Party. In the event SOCCCD terminates for convenience, SOCCCD shall pay an early termination fee to CSUN equal to fifty percent (50%) of the line of credit (LOC) fund used and not yet repaid from Shared Resources up to the effective date of the termination and fifty percent (50%) of the prior year’s revenue or $1,000,000, whichever is lessor. In the event CSUN terminates for convenience, CSUN shall be solely liable for the repayment of the LOC Fund used and not yet repaid from Shared Resources up to the effective date of the termination. (b) Either Party may terminate this Agreement upon giving notice to the other if it determines in good faith that the Agreement, after giving effect to Section 14, does not comply with any FCC requirement, provided however, that following any such giving of notice, both Parties shall meet in good faith in an attempt to reform this Agreement pursuant to the procedures set out in Section 11 hereof. (c) Each Party shall be relieved of all obligations under this Agreement on and after the effective date of termination, except for the obligations to pay certain Shared Costs and expense reimbursements set forth in Schedule 1(a); to satisfy unsatisfied obligations incurred prior to the effective date of the termination; to provide a final accounting pursuant to Section 7 Programming Collaboration Agreement / June 26, 2017 Page 3 of 17 005562.00333 16183710.3 EXHIBIT A Page 4 of 17 hereof; and to cooperate reasonably to wind up the performance of each Parties’ obligations and rights under this Agreement in an orderly fashion; provided that, if the Agreement is terminated for convenience, the wind up shall occur during the twelve month notice period. Upon termination of this Agreement, each Party shall assume complete responsibility for programming its Station. Any funds remaining after all costs and expenses are paid shall be returned to each Party in equal amounts. 4. OTHER COLLABORATIVE UNDERTAKINGS. (a) Collaborative Fundraising. The Parties will each conduct fundraising activities to support the Collaborative Programming. Fundraising activities may include, but are not limited to, membership drives, corporate underwriting fundraising events, concerts and major donor campaigns to reimburse the Shared Costs set forth in Schedule 1(a) hereto. The Parties will conduct all fundraising so as to comply with rules and policies of the FCC applicable to noncommercial educational radio stations, including Section 73.503(d) of the FCC rules, and with IRS requirements for documenting charitable contributions. Except as otherwise agreed by the Parties or to the extent that an equal sharing would violate the intent of a donor, the Parties will share the costs and revenues of such fundraising equally after reimbursement of an agreed upon allocation
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