Amendment 3 - SOW.doc

STATEMENT OF WORK

AMENDMENT 3 DATED 10/5/2010

1. STATEMENT OF WORK

1.1. The Contractor shall provide to the Defense Media Center (DMC), formerly the American Forces Radio and Television Service (AFRTS), the right to use seven, twenty-four-hour radio music formats of DMC choice.

Note: Non-Commercial used in this Statement of Work is an industry term used to describe the agency/entity to be serviced and has no relation to the Federal Acquisition Regulation (FAR) definition of a commercial or non-commercial item.

2. DEFENSE MEDIA CENTER AND ITS OPERATION

2.1. The term Defense Media Center (DMC) refers to the DMC Operations Center (located in Southern California) and all Department of Defense (DoD) networks, stations, outlets, ships and locations which receive, transmit, broadcast or relay by closed-circuit systems DMC program material that DMC provides.

2.2. Distribution of all programming is non-commercial, non-profit, and royalty-free. The service is intended strictly for use by the Department of Defense (DoD) personnel and their family members stationed overseas or on ships at sea.

3. PROGRAMS AND FORMAT UTILIZATION AND DISTRIBUTION

3.1. Provider grants DMC, its Army-, Navy-, Air Force-operated affiliate stations, and its contractors and sub-contractors (such as common carriers or overseas military base cable systems) authorization to record and/or distribute the programming licensed hereunder. Distribution shall be made via satellite and/or broadcast cable and closed circuit radio. Distribution via the Internet is also authorized as long as such distribution is limited to those with “.mil” addresses posted outside the continental United States. Other use, in whole or in part by the DMC and the DoD, is prohibited.

3.2. DMC satellite distribution of material will be via addressable, scrambled, encoded, encrypted or digitized transmissions.

4. FORMAT SELECTION AND NEWS/INFORMATION/SPORTS SERVICES

4.1. DMC currently uses Citadel’s Classic Rock, Gravity (Young Urban), Hot AC (with Kidd Kraddick) Z-Rock (New Rock) format services, and Dial Global’s JackFM, Mainstream Country, and DriveFX (Trance, Techno). Provider will deliver seven of the formats listed above and a morning show comparable to Kidd Kraddick for the Hot AC service. Preferably, each format will be hosted by an experienced, professional DJ, but not mandatory.

4.1.1. DMC may add, delete or change formats by providing 30 days notification in advance of such action(s). However, DMC agrees to carry not less than two and no more than seven formats at one time. Any additions, deletions or changes will be accomplished by an appropriate contract adjustment. Such contract adjustments may include prorated amounts, where appropriate.

5. NON-COMMERCIAL OPERATION

Providers will assist DMC in maintaining non-commercial operation. Provider shall provide cues that allow common, state-of-the-art automation equipment to preempt any or all commercial material in each music format DMC is authorized to use. Music format commercial material and breaks shall be of specific, standardized lengths, which may be subject to change with not less than seven (10) days notice to the DMC.

6. PERFORMANCE RIGHTS

6.1. Provider shall obtain all authorizations and clearances (including all union and guild clearances and rights to music and other properties) necessary to enable it to use the programming overseas as permitted herein.

7. DELIVERY OF FORMAT MATERIAL TO DMC

7.1. Provider will provide its music formats to DMC with the same quality audio programming it provides to its United States commercial affiliates via a domestic satellite or direct connection, such as a T-1 circuit, switched 56, or equivalent service.

7.1.1. The Government expects 99.8% reliability and immediate response, over the 8,760 hours each year (i.e., under 17.5 hours total of interrupted service in a year) upon DMC notification of technical difficulties. DMC is a motivational factor for troops, especially in combat zones or in contingency operations. Service interruptions negatively affect morale and readiness.

7.2. Unless otherwise expressly stated herein, DMC will be solely responsible for the acquisition, construction, operation and maintenance of all facilities and equipment (including, without limitation, satellite downlink dishes) necessary to receive programming. Provider shall authorize DMC to obtain any equipment necessary to descramble/decode/receive a broadcast quality signal and shall assure DMC continues to receive any necessary authorization to access scrambled or encoded formats.

7.3. All rights and title in and to the formats, contents, creative material and all other elements of intellectual property in the programming (other than material in the public domain) shall, except as otherwise agreed to in this contract, remain vested in provider.

AMENDMENT 3 DATED 10/5/2010

7.4. Provider shall include Radio Data System (RDS) information with each music format that includes start time, song title and artist for each song played. The RDS information will be included as a data subcarrier in the music stream or an approved alternative method of delivery.

8. PROMOTION AND STATION ASSISTANCE MATERIALS

8.1 Provider shall treat DMC as a full affiliate for programming licensed hereunder. All promotional, station assistance materials and prep sources supporting the several music formats and news/information talk/sports services used by DMC which are generally distributed to provider’s other affiliates shall be provided to DMC on the same basis. Such materials include, but are not limited to, music lists, music research, disc jockey aids, production audio, printed matter, websites, and sales aids.

8.2. Jock liners (3-5 second station identification announcements voiced by each disc jockey on each format) are central elements in music formats. Provider shall provide jock liner identification announcements for any or all of the music formats licensed hereunder and for any or all of DMC manned sites upon request by DMC.

9. GENERAL ASSISTANCE

9.1 Provider and the staff of its satellite music formats shall provide reasonable assistance and advice to DMC on technical and programming issues related to the formats and news/information/sports services licensed hereunder. Advance notice of at least 10 days will be provided by provider to DMC if any of its services require software or hardware upgrades in order to fulfill terms of requirements herein.

ADDENDUM

SPECIAL CONTRACT REQUIREMENTS

1. Rights

Defense Media Center (DMC) shall have the non-pre-emptible, though not necessarily exclusive, right to broadcast the services covered in this contract in any overseas location in which DMC broadcasts.

2. Copyright Disputes

If at any time during the delivery schedule or subsequent broadcast period, a dispute arises between the Contractor and a party other than DMC regarding the copyrights and/or other distribution/presentation rights covered by this contract, the Contractor shall immediately notify the Contracting Officer of the name and address of the party, the nature of the dispute and all facts related to the dispute. Failure to advise the Contracting Officer of any such dispute, or continuing status or final resolution may be regarded as a breach of Contract and result in termination for default.

3. Liability

3.1. DMC will incur no liability to provider for alterations to, deletions of, or additions to programs or DMC schedules.

4. DMC Assistance to Provider

4.1. Provider is hereby granted the right to request DMC to authorize receipt and/or retransmission of the DMC signal(s) by third parties outside the continental U.S. DMC will authorize receipt and/or retransmission on behalf of provider on the same terms in effect for other DMC programming suppliers at the time of the request.

4.2 As between provider and DMC, provider shall be solely responsible for any liability resulting from misuse of the DMC satellite signals/programming or hardware/software by entities provider requests to receive the programming licensed hereunder or by any entity obtaining the means of receiving/descrambling/decoding the DMC signal directly or indirectly through these entities.

4.3 All third parties authorized to receive the DMC signal shall be required to obtain appropriate receiving gear and decoders.

5. Billing

5.1. Provider shall invoice DMC monthly each year of the contract.