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Approval by the Pennichuck Board of Directors. The Pennichuck Board of Directors has
approved the proposed replacement of the Line of Credit with TD Bank, N.A.

Purposes Served by the Line of Credit. The Company requires the proposed Line of Credit to
allow it to continue to meet its obligations to provide high quality water service to all of its
customers at affordable prices. The Company intends to draw upon the Line of Credit facility as
needed to fund current operations on an interim basis until such costs may be funded on a
permanent basis. A facility of this size is common for water utility operations of similar type and
size, excluding funding needs for ongoing capital and infrastructure improvements. The proposed
interest rate and terms are consistent with those required by current market conditions.

Requested Approvals. For the reasons described above, Pennichuck respectfully requests that
the City, acting in its capacity as sole shareholder of Pennichuck and pursuant to Article IX (3) of
Pennichuck’s Articles of Incorporation, authorize the following actions:

RESOLVED, that the City hereby approves the renewal of Pennichuck
Corporation’s existing line of credit facility, allowing for borrowing by
Pennichuck Corporation under its line of credit, in the aggregate principal
amount of up to $4,000,000.00 from TD Bank, N.A., pursuant to a senior line
of credit facility (the “LOC Facility”), for the purpose of providing advances
to be used for general corporate purposes.

FURTHER RESOLVED, that Pennichuck Corporation, its Board of Directors
and its Officers are severally authorized, empowered and directed to execute
and deliver, in the name of and on behalf of the Company, all documents
required to enter into the loan agreement governing the LOC Facility and
related documents and agreements (the “Agreement”), with such terms,
including exhibits and schedules to such Agreement, as may be deemed
necessary or advisable in the several judgment of the Officers executing the
Agreement, and to take all other actions as they deem necessary or desirable to
effect the LOC Facility and the Agreement and to carry out the purposes of
these resolutions.

Respectfully submitted,

PENNICHUCK CORPORATION

2 yxl.

Larry D. Goodhue
Chief Executive Officer

cc: Mayor James Donchess

CITY OF NASHUA NEW HAMPSHIRE

TRUSTEES OF

THE EDGEWOOD CEMETERY
Incorporated March 24, 1893

May 5, 2022

Susan Lovering, City Clerk
229 Main St.

Nashua, NH 03061-2019

Ms. Lovering,

The Edgewood Cemetery Board of Trustees wishes to meet in joint convention with the
Board of Mayor & Aldermen for the purpose of electing 2 trustees. The trustees intend to
nominate incumbents Robert McIntosh, 1 Lock St., Nashua and Douglas Gagne, |
Dunbarton Dr., Nashua to 5-year terms expiring March 2027. Please notify me when this

has been placed on the agenda.

Sincerely,
Vom
Je \ w, Supt.

107 Amherst St., Nashua, NH 03064-2578 / Telephone (603) 594-3327

Jim Donchess

Mayor e City of Nashua
To: Board of Aldermen
From: Mayor Jim Donchess
Date: May 11, 2022
Re: Multi-Year Contract Award — Public Access Television Operations & Management

Pursuant to NRO: § 5-74/B: Acontract that extends from the current fiscal year into succeeding
fiscal year(s) in which no funds have been appropriated nor otherwise designated for this purpose
shall be approved by the full Board of Aldermen before the contract shall become binding on the
City.

The Finance Committee has approved and placed on file the notification of the award of the
referenced contract at the May 18, 2022 meeting and as such | am requesting the full Board of
Alderman approve the following contract:

Item: 3-year Contract for Management and Cperations of the CTV Studio
and Channel 96
Value: $506,800
Vendor: BRBTV, LLC
Purchasing Memo#: 22-273 dated May 11, 2022
Contract Term: 3 Years to terminate 6/30/25
Thank you.

229 Main Street » PO Box 2019 « Nashua, New Hampshire 03061-2019
603.589.3260 + fax 603.594.3450 + NashuaMayor@NashuaNH.gov
www.NashuaNH.gov

City of Nashua

Administrative Services Division (603) 589-3020
229 Main Street - Nashua, NH 03060

To: Mayor Donchess
Finance Committee

Date: May 11, 2022
Re: Public Access Television Operations and Management Services

This request is for the management, operation and coordination of the CTV Studio and Channel 96

Funding: PEG ACCESS FUND for $506,800

In 2012, the Board of Aldermen authorized the City to enter into an agreement with Community
Media Services Group (CMSG) for the management of the new studio and Access broadcasting on
Channel 99. This contract continued and was renewed each year for a 12 month term until the City
provided notice in November of 2021 to CMSG of its intent to terminate the existing contract and
issue a Request for Proposals.

In January of 2022, a request for proposals was issued under the City’s normal process which
included pre-submittal meetings and opportunities for vendor questions. Proposals were due
February 24, 2022 and were reviewed by the Purchasing Department, Administrative Services and
the Cable Television Advisory Board (CTAB). A summary of the proposals reviewed by the committee
is attached.

A group of committee member, selected by CTAB, were chosen to interview both submitting
organizations, BRBTV LLC and CMSG. Interviews were held with each organization in March, 2022
and discussed at a public meeting of the CTAB committee on April 1, 2022. The CTAB committee also
voted unanimously to recommend to the city the award of the contract to BRBTV LLC at the April 1*
meeting.

Also attached to this memo is the proposal submitted from BRBTV LLC and the proposed contract.

Kimberly Kleiner
Administrative Services Division Director

Cc: K. Parkinson
J. Graziano

RFPO?718-022322
CTV Management Notes

Bartis-Russell Broadcasting

Financials: Year 1 $175,000
Year 2 $163,800

Year 3 $168,000

3 Year Total $506,800

Qualifications:
* Owns Bartis-Russell Broadcasting which operates WSMN (since March 2017). WSMN isa
selffunded private radio station.
* Staff o Engagement Manager — 7 years’ experience in managements/operations of AM/FM
radio. Can offer legal expertise to ensure content meets local and community standards.

o Technical Service Manager - 22 years’ experience in managements/operations of
AM/FM radio. Provides a technical point of contact for public who need assistance
using equipment, provides an interface with Comcast (technical}, ensures FCC
compliance. o independent Contractors

* Project Manager — 43 years’ experience in management/operations of
commercial TV & radio broadcasting. Responsible for overall channel

management
® Spanish language staff to promote diversity
® Editors
= Trainers

« 3° Party Accounting/Financial Auditing (retainer)

*® Legal services on FCC regulatory issues (retainer)

Studio Management:
* Equipment Operations, Training & Inventory Management
* Scheduling
* Hosted programs
* Previewing contributed programing
* Broadcast of contributed programming from religious/civic organizations

Original Content Programming:
* City Sponsored Events: Memorial Day, July 4°, Summer Fun, Arts Walk, Veterans Day, Holiday
Stroll

* Organizational Sponsored Events: PAC, Historical/Cultural, Community Awards

Documentation Provided:
* Review/renew or draft new policy & procedure manual
* Review training and user manuals and complement as necessary

3/10/22

DocuSign Envelope ID: 6BE73965-BAEF-4791 -B930-DABA9714DC55

5.2.

5.3.

5.4.

5.5.

6.1.

6.2.

6.3.

‘@ DARKTRACE

Licence Restrictions. All Software is licensed, not sold. The restrictions in this Agreement represent conditions of Customer’s
licence. Unless otherwise specified in the Product Order Form or the Documentation, the Software is pre-installed on the
Hardware and Customer agrees to use the Software solely in conjunction with such Hardware and not separately or apart from
the Hardware. Customer specifically agrees not to: (i) sub-licence, rent, sell, lease, distribute or otherwise transfer the Software
or any part thereof or use the Offering, or allow the Offering to be used, for timesharing or service bureau purposes or
otherwise use or allow others to use for the benefit of any third party (other than Customer’s Affiliates); (ii) attempt to reverse
engineer, decompile, disassemble, or attempt to derive the source code or underlying ideas or algorithms of the Software or
Third Party Software (other than the GPL Software) or any portion thereof, except as required to be permitted by applicable
law; (iii) modify, port, translate, localise or create derivative works of the Software, the Third Party Software, the
Documentation; (iv) use the Offering: (a) in violation of any law, statute, ordinance or regulation applicable to Customer
(including but not limited to the laws and regulations governing publicity or privacy, export/import control, federal, state and
local laws and regulations governing the use of network scanners and related software in all jurisdictions in which systems are
scanned or scanning is controlled, or anti-discrimination, in each case that are applicable to Customer); or (b) negligently,
intentionally or wilfully propagate any virus, worms, Trojan horses or other programming routine intended to damage any
system or data; (v) remove or modify any acknowledgements, credits or legal notices contained on the Appliance or any part
thereof; (vi) install or run on the Hardware on any software applications other than the Software and Third Party Software
installed by Darktrace on such Hardware; (vii) collect any information from or through the Offering using any automated means
(other than Darktrace approved APIs), including without limitation any script, spider, “screen scraping,” or “database scraping”
application or gain or attempt to gain non-permitted access by any means to any Darktrace computer system, network, or
database; and (viii) file copyright or patent applications that include the Offering or any portion thereof.

Affiliate Use. Darktrace acknowledges and agrees that the Offering may be used for the benefit of Customer Affiliates
incorporated on or before the Effective Date of the Product Order Form. Such Customer Affiliates will be entitled to utilise
the Offering in the same way as Customer under the terms of this Agreement. To the extent that any such Customer Affiliate
utilises the Offering in accordance with this Clause 5.3 Customer (acting as agent and trustee of the relevant Customer
Affiliate) will be entitled to enforce any term of this Agreement and recover all losses suffered by such Customer Affiliate
pursuant to this Agreement as though Customer had suffered such loss itself, provided that in no event may Customer make
multiple recoveries in respect of the same loss.

Outsource Provider. In the event that Customer contracts with any third party service provider(s) such as an outsourcer,
hosting, managed service, or collocation service provider or other information technology service provider for the
performance of information technology functions (each, an “Outsource Provider’), Customer may permit such Outsource
Provider to exercise all or any portion of the rights granted in Clause 5.1 above solely on Customer’s or its Affiliates’ behalf,
provided that, (i) the Outsource Provider will only use or operate the Offering for Customer’s use subject to terms and
conditions that are consistent with the rights and limitations set out in this Agreement; and (ii) Customer will remain liable
for the acts and omissions of the Outsource Provider under this Agreement.

Third Party Software/ Open Source Software. Customer acknowledges that the Software may contain or be accompanied by
certain third-party hardware and software products or components (“Third Party Products”) including Open Source Software.
Any Open Source Software provided to Customer as part of the Offering is copyrighted and is licensed to Customer under
the GPL/LGPL and other Open Source Software licences. Copies of, or references to, those licences may be set out in a Product
Order Form, the Third Party Product packaging or in a text file, installation file or folder accompanying the Software. If
delivery of Open Source Software source code is required by the applicable licence, Customer may obtain the complete
corresponding Open Source Software source code for a period of three years after Darktrace’s last shipment of the Software
by sending a request to: Attn: Legal Department - Open Source Software Request, Darktrace Limited, Maurice Wilkes Building,
Cowley Road, Cambridge CB4 ODS, United Kingdom.

SERVICES

Installation. Darktrace will conduct its standard installation and test procedures to confirm completion of the installation of
the Appliance on Customer’s or its Outsource Provider’s site (“Installation Services”).

Support Services. Darktrace will provide the Standard Support Services for the Term and any Support Service Options
specified in the Product Order Form (collectively, the “Support Services”). Darktrace’s Support Services are further described
in the Support Services Data Sheet, which details Darktrace’s Standard Support Services and Support Service Options, and
their respective eligibility requirements, service limitations and Customer responsibilities.

Call Home. Darktrace’s Call Home feature is critical for certain Support Services. Darktrace will limit its access solely to the

V09.12.2020 MCA SHRINKWRAP 3

RFPO718-022322
CTV Management Notes

Equipment sign-out log along with terms & conditions of use

Transition Plan:

60 days contract overlap working with CMGS for operations hand off
Online Bulletin Board
Policy & Procedure Manual

BRBTV hosted/produced programs to go live 30 days after contract start date, field produced
BRBTV produced programs 90 days.

Public Hearing & Annual Survey at end of year 1 Initiatives to Promote Viewership: o “fresh,
vibrant new content”
o edifying content to provide sense of inclusion through content o combining uplifting
radio shows with live TV o utilize radio to cross promote TV shows o fresh content on a
weekly basis

Rebranding to include: new graphics to include drone shots of city, businesses & city hall, airing
show line up, intro video airing kick off

Annual Survey
Fundraising: exploring federal & state opportunities & setting up a possible “donate” campaign.

Reporting: Monthly activities, monthly financials, recommendations, annual results

Additional Optional Considerations:

BRB TV App view ability

Internet view ability

Rebrand as a “legitimate” TV station

Development of diverse/bilingual shows

More shows with creative editing, & promotion

Weekly interview shows with Dept. of Health, DPW, NPD, NFD, BOA, Mayor, City Dept.’s

Educational programing te include reading, math, history, literature, comedy, music, vignettes,
hobbyists, children’s programming, puppet shows, kids hosted programming, local school
news/sports events

Music Licensing for bumper music shows {i-e. Sundays with Sinatra}

Broadcasting on multiple platforms: Roku, Apple, Firestick, Amazon

Closed Captioning & translator services

Local college staffing/journalists. Explore “content for credit”

News Team with live morning and evening newscasts

Network access inside the PAC to incorporate studio/broadcast events, interview artists, etc.

3/10/22

RFPO718-022322
CTV Management Notes

Community Media Services Group

Financials (2022-23): Proposal A $145,000

Proposal B $100,200 Proposal C $165,000

Proposal D $120,200

Above is year 1 pricing, years 2 & 3 a minimum of 5% increase is requested.

Qualifications:
* Staff o Project Manager — >25 years experience in managements/operations PEG station.

Board Member/President of NH Coalition for Community Media.
o Creative Director - 16 years experience as a photographer/videographer. Currently part
time employee
o Technical Director — 5 years experience editing and switching for us; currently part time

employee

Studio Management:
* Equipment Operations, Training & Inventory Management
* Expanded studio hours for public use
¢ Bulletin Board: would like to expand to include more non-profits and add employment section
for local business recruitment.
* Digitizing online forms: sign out sheets, producer registration forms, inventory list of
equipment

Original Content Programming:
* Increase programming with non-profits, businesses and social organizations
* Revitalizing “NH Cares” with 2 new host

* Increase field productions to include Memorial Day, July 4%, Summer Fun, Arts Walk, Veterans
Day, Holiday Stroll, and more

Transition Plan:
If CMSG does not continue as the channel manager they are willing to continue operations for up to

3 months at $11,500/month for a transition period. Initiatives to Promote Viewership: o Producer
“hang outs” to provide forum for producers to share and discuss challenges/solutions.
o Weekly news show to expand as it becomes more organized. Potentially look to
Friends of Access Nashua to help with funding
o Access Nashua Advisory Board — revitalize with quarterly feedback and use them to
fulfill a Board of Directors requirement.

© Fundraising: encourage Friends of Access Nashua to apply for grants on our behalf o

NH Coalition for Community Media partnership to maintain producer support programs

3/10/22

RFPO718-022322
CTV Management Notes

o Collaborative programming with other NH PEG stations o Collaborative lacal media
news show o Promotion of “Show of the Week” o Weekly newsletter with info on
current shows o Social Media promotion: Nashua Patch, Facebook, Instagram o Ads:
Bus, Restaurant Placemats, Event Programs, Church Bulletins

© Sponsorships from: contacts known, contacts from social media, email blast, Facebook
ad, door to door solicitation

Reporting: annual survey results, programming, quarterly financial report, inventory management

Additional Optional Considerations:

* Cooking Shows (PEG would need to provide equipment/set)
* News: Government, Business, Religious, Student, Entertainment, Food/Music/Art, Non-Profit,
Employment

3/10/22

RFPO718 022322
CTV Management Notes

CMSG CMSG CMSG CMSG

BROTV Year 1 | BRBTV Year 2 | BRBTV Year3 | Proposal A | Proposal A | Proposal C | Proposal 0
item Description Total Price Fotal Price Total Price| Total Price Total Price| Total Price] Total Price
Salares $133,000 $130 800, $135 G00 $132 000 $87 600 $152 000 $107 cco
F nancia Aucit/Tex Presarat on $1,560 $18c0, $1500 $300) $4C0 $400 $400)
Tra‘ning $2.500 $0: 50 $0 50 $0 $0
Recorting $2,500 $0 $a 50) 50 so $0
Bi ngua: & O vers ty Serv ces $14.000 $10060 $10 000 50) $0) ET so)
annua Survey $5,000 $5 600) $5 000 $0 $0) $0 $0
Legal $3,500 $3500) §3 500 $0) 50 $0) 50}
Mus ¢ Licensing $3,0C0 $3 000 53.000 $0 $0 30 30
nsurance $5.000 $5 000 $5 000 $1000 $1 000) $1000 $1000
Ut lites Jan torial Serv ces $2,000 $2 000 $2 000 $2 000 $2 000 $2 060 $2 GOO
Equ cement 52,000 $2 000 $2 coo 52500 $2 500; §2 500 §2 500
Supeies Al leags, Mose Espences $1,000 §1600 $1000 $0) $0) $0 $0)
Conferences/Vorkshocs/NHCCM Membersh ¢ $0 £0) $0 $2450 $2 650) $1450 $1€50
Ad. ens.ng 50 $o $0 §2 000) $2 G00: $2000 $2 G00)
Sottware/ee Host ng $0 $0 $0 §2 150) $2 150) $2 150 §2 150
Off ce Sicpl'es/Food/® agues & Awards $0 $0 Et) $1500 §1 506) $- 500 $15¢0
$0 $0 50 ET $0 50 $6
$0 $o $0 $90 $0 $0 $0
so $0) $0 $0 $0) $0 $0)
50 $3 $90 $0 So $0 $a
$0) $0 $0 $0 $0, $0 $0
$0 $0 so $0 $0 $0 $0)
$0 $9) 50 $0 $0 $0 $o
$0 $0) so $o $6 $0 50
50. $0) $0 56 $0 $0 $96
50 $0) so 50 $6 $0 $0
$0 $0 $0 50) sc 50 $0
$0 50 $0 30 50 $0 50
$0 50 50 50) $0) $0 $0
$0 $9 $0 $0) $0 $0 $0
j $0 $0 $0 50 $0 $0 $0)
$0 so) so $0 $0) EW) so
$9 $0 $0 $0 $0) $0 $0
59 $0, $0 $0 $c 50 $c
$3 $0) $o $0 $0) so $0)
$0! $0 SCG $9 $0) $0 $o
$a) $0 $0 $0 $0 50 $0!
Total Bid Price $175,000 $163,600 $168,000 $145,000 $100,200 $165,000 $120,200

3/10/22