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BRBTV will produce programs in the studio, such as interviews, documentaries, etc.

(2) BRBTV Produced Programs in the Ficld

BRBTV will cover the following city-sponsored events when scheduled:

* Nashua Memorial Day Parade
s Fourth of July fireworks

« Summer Fun

e Nashua Arts Walk

e Nashua Veterans day parade
e Winter Holiday Stroll

(3) BRBTV will cover the following organizational-sponsored events, such as:
e Performance Arts Center Events
e Nashua Historical and Cultural Events
e Community Awards Events

5. Programs produced by other organizations

BRBTVY will continue to broadcast video programs contributed by various civic and
religious organizations of interest to the Nashua residents according to the annual Survey

6, Documentation

(1) Training and operating documents. Training is essential when dealing with the public and
BRBTV will place particular emphasis on providing user operating instructions. If
necessary, the Project manager will offer training as needed. At the start of the contract
BRBTV will review all training and uscr manuals on hand, and complement these
documents as necessary.

(2) Policy and Procedures Manual, This manual will provide details on how BRBTV intends
to operate the public access channel, such as daily scheduling, conditions for loaning out
and returning equipment, maintaining broadcast FCC regulatory standards, conditions for
contributed video product content from the public, etc.

(3) Equipment Sign-out Log. The log will keep track of equipment on loan. This will
include sign-out shects signed by anyone who borrows equipment, with terms and
conditions concerning use.

ill. Work Plan

The Ist year is characterized as a ycar of transition, from current to new. We will become
familiar with afl current equipment and opcrations, revicw and renew or draft new policy and
procedures, renew host agreements, lcarn existing city network operations and work with the G-

Channel and E-Channel managers, the city’s IT department, CTAB, Comcast and Nashua
residents who produce content. We will begin to introduce innovations with the objective to
enhance viewership and public interest in the P-Channel.

The schedule for the 1° year is shown below. We propose:

> A transition period of 2 month duration, by extending the current contractor for a period
of 2 months following start of our contract. During this period the current contractor will
gradually phase out its operations, as we assume ours.

> Formal training for a period of 4 month following | month of famtharization.

> The Bulletin Board be developed by BRBTV during month 2 of the contract, and go on-
line at the end of month 2.

> The Policy and Procedures Manual be produced in draft form for review by CTAB 2
month following start of contract, and finalized 3 months following start of contract.

>» The_Hosted programs produced by BRBTV begin | month after start of contract,
following a period of familiarization and execution of renewed host agreements.

> The Field Produced programs produced by BRBTV begin 3 months after start of contract,
following familiarization and training.

> Loaning out equipment to Nashua resident producers and broadcasting their contributions
by BRBTY begin 2 months after start of contract, following drafting of the various uscr-
oriented documentation and familiarization and training on the editing equipment.

> The Public Hearing be conducted at the end of month 11 of the contract.

> The Annual Survey be conducted in months 11 and 12 after start of contract.

We do not show a work plan and schedule for years 2 and 3 as this will be defined and proposed
to CTAB near the end of the first year of the contract.

SCHEDULE
Year 1

Months from Start of Contract
1 2 3 4 5 6 7 8 9 10 11 12

Start of Contract x

Transition Perid

Host Agreements

Familiarization with onging
operation

Formal Training

Inventory of all P-Channel
equipment and documents

SERA

Program Log

SEER,

Equipment Signout Log

T ra i lal i n g ia) ocumen ts SDA aA ea AA WIAA ORAS AAT

RENCE RTE

Bulltin Board

AA rsniesipe ARAL VRRSWRENEL GOVAN obo Re RN

Policy & Procedures Manual

riefuan etn atin orc hoa Ange PTE TNR AAR YS LESSER MAA OLS MRS MAP GL

Hosted Programs

Equipment Loans to Residential
producers

emer s trtyerreere etecemmcee Sa SAAT A A a RRR aT

Field Produced Programs

Public meeting

Annual Survey

IV PROMOTION

I,

Initiatives to Promote Viewcrship

We propose to rebrand the channel and edify the community with local people, local storics,
and local content. We will teach the community what Public Access is and how to use it and
how the citizens can embrace it within and for their community, Part of our rebranding
efforts will be to include fresh, vibrant and new content and rebrand the concept of public
access to lose the stigma of an archaic, boring content channel with little to no viewership.

We propose to use the public access channel to bring edifying content to the community and
provide sense of inclusion through content. We will combine uplifting radio shows with live
TV and utilize the radio to promote TV shows. The cross promotion of TV and radio is
unique aspect to our proposal.

Rather than a plethora of repeated shows, it is our goal to provide fresh content on TV on
regular consistent weckly basis, with innovative and creative editing and promotion of
shows, and upcoming events.

Rebranding

Shortly following award of contract we will prepare for a rebranding of the P-channel image:

> Weill pet drone shots of the city, businesses, and city hall and run those over a TV
station sounding ID. "You are watching Nashua Public TV, Channel 96. Nashua.”

> Utilizing the same graphics we will run a line-up of shows in the morning, afternoon and
evening. “Here's what is coming up tonight on Nashua Public Television” We can do the
same thing for different parts of the day.

> The first week of operation we will mun an introduction video explaining what we have
planned.

Annual Survey

The annual survey will be conducted as an on-going fluid project given our initial ycar into
the project and given our rebranding of the channel along with added new content and
diversity.

Links for the survey and comment sections will be located on the BRBTV site and the City's
website. The links will be promoted on the sites as well over the airways of WSMN. The
radio station shall be utilized to run ads, solicit and direct people to the City and BRB TV
websites to participate in the survey.

Fundraising

The Draft Contract stipulates fundraising (page 8). While our focus will be on the transition,
rebranding and instituting our programming, we will take fundraising into consideration. We

will cxplore options and opportunities for any federal or state funds that may be applicable to
a For-profit business performing Public Access duties. We will explore and implement a
‘donate’ function on the BRB TV website in which contributions can be made in exchange for
merchandise and support of the station. Reminiscent of other public broadcasting entities, a
‘donation’ or ‘commitment to the station’ would result in the donor recciving token items to
display and promote thc station such as decals, stickers, t-shirts, coffee mugs and the like.

Furthermore, we have a staff member assigned with promoting diverse viewership, who will
be assipned to assist with fundraising.

IV. REPORTING

We proposc to combine the several financial! and activity reports cited in the draft contract, as
follows

1. Monthly Activity Reports. Every month we will present to CTAB a report of the previous
month’s activities, to include a summary of in-studio and field programs broadcast that
month, equipment loaned to and programs submitted by Nashua residents, activities
completed last month and planned for the coming month(s), technical issues if any, and other
management and opcrational issues that may concern CTAB. We will report on any action
items assigned by CTAB that have not yct been resolved.

2. Monthly Financial Reports. Every month we will present to CTAB a report of the P-Channel
financials: funds spent last month, funds spent to date, and funding remaining under the
contract.

In addition, we will gencrate the following reports:

3. Recommendations. We will periodically present to CTAB, during its monthly meetings, our
recommendations, backed up with a written report, for expenditures for equipment and
services to improve P-Channel operations and extend viewership not currently priced in our
proposal.

4. Annual Survey. We will report on and document the results of our annual survey.

PART B. DETAILED COST PROPOSAL

Each year of our proposal is priced scparatcly, with details shown in the attached cost sheets.
These cost sheets account for all RFP requirements.

Combining the cost for each year totals $506,800 for the projected 3-year contract:

Year | $175,000
Year 2 $163,800
Year 3 $168,000
Total $ 506,800

The difference between ycars 1 and 2 is that the trainers are no longer needcd while we provide
for increase in wages. The difference between years 2 and 3 is increase in wages.

Recognizing the contract is subject to final negotiation, we anticipate progress payment in cqual
quarterly installments at the start of each quarter.

For example, if the negotiated contract price for year onc is $175,000, for year 2 is $163,800 and
for year 3 is $168,000, with a contract start date of July [, 2022, payments would be:

= Year 1: $43,750 for each quarter beginning July!, 2022, and
* Year 2: $40,950 for cach quarter beginning July t, 2023, and
«= Year 3: $42,000 for each quarter beginning July 1, 2024.

None of these quarterly payments are tied to the completion of a particular task or deliverable.

Cost Details

-~ Year 1 ---
item Name one Hours Cost Notes
(S/hour)
Project Manager Mike Hemeon** 35 570 |$ 15,000 Key personnel
Engagement Manager Bob Bartis* 46 1000 | $ 45,000 Share scheduled in-
Technical Services Manager George Russell* 45 1000 | $ 45,000 studio presence
Studio Control Room and Camera Mike Hemeon Managers and staff
Operators Bob Bartis (not separately priced) will be trained on all
Field operations George Russell studio equipment.
Program Editors Jasmine Torres Allen 20 700 =| $ 14,000 Share scheduled in
Content Review Art Colvin 20 700 $ 14,000 studio presence
- ; Carolyn Choate 30 83 $ 2,500
Training and Training Manual Compliant with RFP
Gordon Jackson 30 83 $ 2,500
Corporate, Activity & Financial . . . .
Reporting Bob Bartis (not separately priced) Compliant with RFP
Financial Audit CPA -- 3 1,500 Compliant with RFP
ili i ieee Oscar Villacis 20 455 $ 14,000
Bilingual and Diversity Services; Compliant with RFP
Social Media, Public Hearing. Jasmine Torres Allen (not separately priced)
Policy and Procedures Manual. Bob Bartis {nol separately priced) Campliant with RFP
{coordination with _ . .
Annual Survey Comcast) $ 5,000 Compliant with RFP
Legal Services Dan Alpert -- $ 3,500 as needed
Fees -- $ 3,000 Music licensing, etc.
insurance -- = $ 5,000 Compliant with RFP
Utilities and Janitorial/Custodial
Services -- -- $ 2,000 Per RFP Addendum 1.
Equipment —- -- $ 2,000 as needed
Reimbursable Expenses -- -- $ 1,000 supplies, mileage, etc.
Total $ 175,000

Notes

Bob Bartis and George Russell are members of BRBTV, LLC. All others are independent contractors.

** Mike Hemeon will be project manager until George Russell is fully trained and thereafter George will be Project Manager

Cost Details

--- Year 2 --
Rate
Item Name Hours Cost Notes
$/hour
Project Manager/Tech Services Manager George Russell* 50 1000 $ 50,000 Key personnel
Engagement Manager Bob Bartis* 50 1000 $ 50,000

Share scheduled in-
studio presence

Studio Control Room and Camera
Operators

Field operations

Art Colvin/Jasmine Torres

Bob Bartis

George Russell

(not separately priced)

Managers and staff will
be trained on all studio
equipment.

Program Editors Jasmine Torres Allen 22 700 $ 15,400 Share scheduled in-
Content Review Art Colvin 29 700 $ 15,400 studio presence
Corporate, Activity & Financial Reporting Bob Bartis (not separately priced) Compliant with RFP
Financial Audit CPA -- $ 1,500 Compliant with RFP
Bilingual and Diversity Services: Oscar Villacis 22 455 $ 10,000 oo
Social Media, Public Hearing Jasmine Torres Allen (not separately priced) Compliant with RFP
Policy and Procedures Manual. Bob Bartis (not separately priced) Compliant with RFP
Annual Survey {coordination with Comcast) -- $ 5,000 Compliant with RFP
Legal Services Dan Alpert - $ 3,500 as needed
Fees -- -- $ 3,000 Music licensing, etc.
Insurance -- -- $ 5,000 Compliant with RFP
Utilities and Janitorial/custodial Services -- -- $ 2,000 Per RFP Addendum 1.
Equipment - - '$ 2,000 as needed
Reimbursable Expenses -- 1 $ 1,000 supplies, mileage, etc.
Total $ 163,800

Notes

*

Bob Bartis and George Russell are officers of BRBTV. All others are independent contractors.

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

‘@ DARKTRACE

(c) Customer’s continued allegedly infringing activity after being notified thereof and being provided with modifications that
would have avoided the alleged infringement (which in implementing such modifications, Darktrace will use commercially
reasonable efforts to have substantially preserve the utility and functionality of the Offering or other intellectual property
that is the subject of the claim); (d) Customer’s use of the Software that is the subject of the claim in a manner not in
accordance with this Agreement or the Documentation; (e) use of other than Darktrace’s most current release of the
Software that is the subject of the claim if the third party claim would have been avoided by use of the most current release
or revision release or revision.

10.3. Remedies. If Darktrace reasonably believes the Software infringes a third party’s Intellectual Property Rights, then
Darktrace will, at its option and at no additional cost to Customer: (a) procure for Customer the right to continue to use the
Software; (b) replace the Software; or (c) modify the Software to avoid the alleged infringement. If none of the options in
the previous sentence are commercially reasonable, Darktrace may terminate the licence for the allegedly infringing
Software and refund a pro rata refund of the Fees paid by Customer from the date a third party claim arose for the allegedly
infringing Software to the then-current date, whereupon this Agreement will automatically terminate.

10.4. THIS CLAUSE 10 IS ACOMPLETE STATEMENT OF THE CUSTOMER’S REMEDIES FOR THIRD PARTY CLAIMS FOR INFRINGEMENT
AS DESCRIBED IN CLAUSE 10.1.

11. CUSTOMER DATA; CUSTOMER UNDERTAKINGS AND INDEMNITY

11.1. Customer Data; Licence Grant. Customer will own all right, title and interest in and to the Customer Data and to the extent
such Customer Data is included in a Report, the actual content of such Report. For any Customer Data stored on the
Appliance, to the extent required to provide the Services, Customer grants to Darktrace a limited, and non-exclusive licence
to access and use the Customer Data only to the extent necessary for Darktrace to perform the Services. Customer agrees
Darktrace may utilise the details of any Alerts occurring in Customer’s network and any connected data source to develop
the Offering on an anonymised basis and excluding any Customer Confidential Information.

11.2. Customer Security Obligations. In using the Offering or authorising its Outsource Provider and third parties to use it on
Customer’s behalf, Customer (and not Darktrace) will be responsible for establishing, monitoring, and implementing security
practices to control the physical access to and use of the Offering and all Customer Data therein, including Personal Data.

11.3. DATA DISCLAIMER; INDEMNITY. CUSTOMER IS SOLELY RESPONSIBLE FOR ITS USE OF THE OFFERING, THE ACTIVITIES OF ITS
USERS AND FOR THE ACCURACY, INTEGRITY, LEGALITY, RELIABILITY AND APPROPRIATENESS OF ALL CUSTOMER DATA.
CUSTOMER EXPRESSLY RECOGNISES THAT DARKTRACE DOES NOT CREATE OR ENDORSE ANY CUSTOMER DATA PROCESSED
BY OR USED IN CONJUNCTION WITH THE OFFERING. CUSTOMER FURTHER ACKNOWLEDGES THAT DARKTRACE AND ITS
AFFILIATES DO NOT PROVIDE BACKUP SERVICES FOR CUSTOMER DATA AND CUSTOMER UNDERTAKES THAT IT SHALL BE
SOLELY RESPONSIBLE FOR BACKUP OF ALL CUSTOMER DATA. Customer will, at Customer’s own expense, indemnify, defend
and hold Darktrace, its Affiliates, and their respective officers, directors, and employees, (“Darktrace_Indemnitees”)
harmless from and against all liabilities, damages, and costs, including settlement costs and reasonable attorneys’ fees,
incurred by reason of Darktrace's compliance with the instructions of Customer with respect to the ownership, custody,
processing or disposition of the Customer Data by Darktrace, as applicable.

12. LIMITATION OF LIABILITY

12.1. LIMITATION OF LIABILITY. SUBJECT TO THE REMAINDER OF THIS CLAUSE 12, EACH PARTY’S MAXIMUM LIABILITY TO THE
OTHER PARTY FOR ANY AND ALL CLAIMS, LOSS OR DAMAGE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH
OF STATUTORY DUTY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED, IN
THE AGGREGATE, THE TOTAL AMOUNT OF ALL FEES PAID OR PAYABLE TO DARKTRACE FOR THE OFFERING DURING THE THEN-
APPLICABLE TERM, EXCEPT THAT IN RESPECT OF (I) CLAUSE 11.3 (“DATA DISCLAIMER; INDEMNITY”) AND (II) CLAUSE 15 (“DATA
PROTECTION”) EACH PARTY’S LIABILITY TO THE OTHER FOR ALL SUCH BREACHES SHALL NOT EXCEED, IN THE AGGREGATE , THE
GREATER OF (A) THREE TIMES (3X) TOTAL FEES PAID OR PAYABLE TO DARKTRACE FOR THE OFFERING DURING THE THEN-
APPLICABLE TERM OR (B) ONE MILLION FIVE HUNDRED THOUSAND U.S. DOLLARS ($1,500,000).

12.2. EXCLUSION OF CONSEQUENTIAL DAMAGES. SUBJECT TO CLAUSE 12.3 BELOW, NEITHER PARTY SHALL BE LIABLE TO THE
OTHER FOR ANY INDRECT OR CONSEQUENTIAL LOSS; OR ANY LOSS OF PROFITS; LOSS OF REVENUE OR BUSINESS; LOSS OF
GOODWILL OR REPUTATION; LOSS OF OR CORRUPTION OR DAMAGE TO DATA; LOSS OF MANAGEMENT TIME, HOWSOEVER
ARISING AND WHETHER OR NOT SUCH PARTY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, CORRUPTION OR

V09.12.2020 MCA SHRINKWRAP 6

Cost Details
-~ Year 3 ---

Notes

C7

Bob Bartis anc George Russell are officers of BRBTV. All others are independent contractors.

Rate
item Name Hours Cost Notes
$/hour
Project Manager/Tech Services Manager George Russell* 50 4,000 $ 50,000
Engagement Manager Bob Bartis 50 1,000 $ 50,000 Kevnereoenes
Studio Control Room and Camera Art Colvin/Jasmine Torres eM UoBau elu SeIt
Operators studio presence
Bob Bartis* (not separately priced)
Field operations George Russell*
; Jasmine Torres Allen 25 700 $ 17,500
Program Editors Share scheduled in-
Content Review Art Colvin 25 700 $ 17,500 studio presence
Corporate, Activity & Financial Reporting Bob Bartis (not separately priced} Compliant with RFP
Financial Audit CPA $ 1,500 | Compliant with RFP
Bilingual and Diversity Services; Oscar Villacis 25 455 $ 10,000 a
Social Media, Public Hearing ; SOUT LS TEDL
, Jasmine Torres Allen (not separately priced)
Policy and Procedures Manual. Bob Bartis (not separately priced) Compliant with RFP
(coordination with Performed in
Annual Survey Comcast) - $ 5,000 § coordination with
Comcast
Legal Services Dan Alpert ~ $ 3,500 | as needed
Fees _ -- $ 3,000 | Music licensing, etc.
Insurance - - $ 5,000 | Compliant with RFP
Utilities and Janitorial/custodial Services aa _ $ 2,000 | Per RFP Addendum 1.
Equipment -- —- $ 2,000 | as needed
Reimbursable Expenses “ | §$ 1,000 | supplies, mileage, etc.
Total $ 168,000