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21-001.00 Cutaway Media: Media Reports Subscription 21 -00( -4171 AGREEMENT FOR CITY OF SPOKANE VALLEY TV/Radio/Internet Reports Subscription Services Provider: Cutaway Media Ricky Delos Reyes 3101 Russet Rd Brier,WA 98036 Office:509-535-1270 Cell:818-468-6155 info@cutawavmedia/ricky@cutawavmedia.net Recipient: City of Spokane Valley Mark Calhoun,City Manager 10210 E Sprague Spokane Valley City Hall Spokane Valley WA 99206 509-720-5411 Mcaihounl)spokanevalley.org A. Provider has acquired certain rights from News Data Service("NDS")to reproduce,sell and distribute Broadcast Summary Reports(a.k.a."National Broadcast Listing Reports) to Recipient. B. Provider desires to supply to Recipient and Recipient desires to receive from Provider Certain Broadcast Summary/Preview Reports subject to the terms and conditions of this Agreement. C. Unless otherwise agreed to by the Parties,Broadcast/Radio/Internet Summary/Preview Reports shall consist of the following Metrics: Broadcast: Internet: Neilson Audience Estimates Mark Rank 30-Second Ad Equivalency Unique Visitors Calculated Ad Equivalency Publicity Value Report Summary Audience Radio: Report Summary Ad Equivalency Rate Radio Arbitron Report Summary Calculated Ad Equivalency Report Summary Runtime Report Summary Story Count Report Summary Publicity Value J D. Provider desires to supply to Recipient and Recipient desires to receive from Provider certain Internet Video Preview accesses subject to the terms and conditions of this Agreement. E. Unless otherwise agreed to by the Parties,Internet Video Preview access shall consist of the following: • Daily reports • Video&View Preview links. • Broadcast,Radio and Web metrics NOW THEREFORE,for good and valuable consideration,the Parties agree as follows: 1. Term. Provider shall provide to Recipient Broadcast Summary Reports with Preview enabled for a term of Twelve(12)months,commencing on January 1,2021 and ending on December 31,2021. Broadcast Summary Reports shall be provided to Recipient's email,as set forth above,on a daily basis(Monday through Friday)or as follows:Times to be determined 2. Monitoring.The purchase price for"All-Inclusive Web Based Portal Subscription"for Broadcast,Radio&Internet Summary Reports is offered at$275.00 per month. Recipient agrees to pay Provider a total of$3,300.00 for the Broadcast Summary Reports(i.e.$275.00 x 12=$3300.00).Provider shall bill Recipient on the 15th of each month with payment due on the 1st day of the following month. 3. Renewal: This contract can be renewed for an additional 1-year term. The Provider requests the Recipient to Contact Provider of non-renewal in writing 30 days prior to the end of the contract. 4. Discount. Should the Recipient desire to obtain Broadcast Summary Reports for a term of Twelve (12) months or more, a five percent (5%) discount will be offered provided the Recipient pays the entire purchase price in advance. 5. Governing Law. The validity,interpretation and construction of this Agreement, its provision and each party shall be governed by and construed in accordance with the laws of the State of Washington and California. 6. Entire Agreement.This Agreement expresses the entire understanding of the Parties hereto with respect to the underwriting herein contemplated.This Agreement may not be amended or modified except by written instrument signed by both Parties hereto. 7. Attorney Fees.The prevailing party in any litigation over this Agreement shall be entitled to recover from the other party its attorneys'fees,costs and expenses in connection therewith, both at trial and on any appeal there from,adjudged reasonable by a court of competent jurisdiction. Litigation as used herein includes actions before any US Bankruptcy Court. 8. Content use limitation. Customer understands that its license to view or use any excerpt or transcripts of Gray Television Group,Inc.content(the"Content")is restricted and that the Content may only be exhibited non-publicly to(i)the employees or family of Customer and/or(ii)the Customer's advertising or public relations agent solely for Customer's internal purposes. Washington currently doesn't have any Gray Television Stations 9. Other Terms and Conditions. Television Broadcast,Radio&Internet Monitoring: • Washington State(Spokane(includes Coeur d'Alene,ID),Tri-Cities/Yakima& Seattle) Unlimited low-resolution TV&Radio Clips"Edit from Preview"(EFP)-Included • Washington State(Spokane(includes Coeur d'Alene,ID),Tri-Cities/Yakima& Seattle) Power Search—Broadcast/Radio/Web Included • Washington State(Spokane(includes Coeur d'Alene,ID),Tri-Cities/Yakima& Seattle) Portal Logins: • Unlimited Unlimited Keyword Searches: • Updated as needed IN WITNESS WHEREOF,the Parties hereto have duly signed this Agreement with the intent that they are legally bound hereby on or as of the date and year first above written. PROVIDER: RECIPIENT: Cutaway Media Cit• of Spoken Valle • .icky Delos Reyes Mark Calhoun President City Manager Date: November 19,2020 Date: 12./ /2.0213(