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229 Main Street — City Hall
Nashua, New Hampshire 03060

The Contractor shall instruct its insurance agent and/or insurance carrier to require that no
insurance certificates shall be cancelled without a minimum of thirty (30) days prior written notice
1o the Cily.

H. The Contractor shall not commence work under this contract until it has obtained ail
required insurance and until such insurance has been approved by the City of Nashua Risk
Management Office and the Contract Manager; this contract shall be deemed voidable by the City
if proof of insurance is not submitted within fourteen (14) working days of the execution of this
contract.

I. The required insurance must be written by a company licensed to do business in the State of New
ifampshire at the time the policy is issucd, and all insurance (other than Worker’s Compensation)
shall name the City, its departments, employees and agents and assigned voluntccrs as an
additional insured.

J. The City reserves the right to review the insurance requirements of this section during the effective
period of the contract and to adjust required insurance coverages and their limits when deemed
necessary and prudent by the City’s Purchasing Managcr based upon changes in statutory law,
court decisions, or the claims history of the industry and/or Contractor.

K. Equipment Insurance. The City will maintain all risk property insurance (e.g., fire, flood, disaster,
ctc.) on all public access tclevision production equipment provided for use by Contractor or
purchased with funds or funding resulting from this contract, unless the City determines that the
equipment is insurcd by another entity, such as a cable operator. Nothing in this section shall
abrogate the City’s and any cable franchisee’s responsibility or obligation to maintain, repair
and/or replace such cquipment at City’s or cable franchisee’s own expense, as provided in section
4 of this contract, when the loss is not covered by insurance. Contractor shall be responsible for the/-
deductible where the City has actually made a claim under @minsurance policy. | i he, ae unde ee

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SECTION 13. WORKFORCE. Mg fespon ie Ly er Thu

A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the
services that they will perform under the contract. The Contractor shall employ its Nashua public

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B. If the City or the City’s representative notifies the Contractor that any workér is edi Re y

disorderly or disobedient, has knowingly or repeatedly violated safety regulgtions, or was under
the influence of alcohol or drugs on the job, the Contractor shall immediatelytake steps to lawfully
remove or suspend such worker from contract services, and/or provide other lawful remedies
and/or sanctions that are found appropriate in light of the totality of circumstances; and if said
worker is removed or suspended lawfully, Contractor may not employ such worker again on contract
services without the City’s prior writtcn consent, subject to applicable law.

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SECTION 14. COMPLIANCE WITH APPLICABLE LAW, INCLUDING HEALTH,
SAFETY, AND ENVIRONMENTAL REGULATIONS.

The Contractor, and its respective employees, shall comply fully with all applicable federal, state, and
local laws, including bul not limited to health, safety, and cnvironmental laws, ordinances, rules and
regulations, including but not limited to those promulgated by the City and by the Occupational Safety
and Health Administration (OSHA), in the performance of the scrvices required under this contract. In
case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and
hold the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties
and liability of every kind arising from the breach of the Contractor’s obligations under this paragraph
(collectively, “Indemnified Claims”). Notwithstanding anything to the contrary, the Contractor shall
have no liability to the City and no obligation to indemnify and hold the City harmless if any claim,
demand, suit, action, judgment, finc, penalty or liability is caused by the City’s failure to satisfy or perform
its obligations under this contract, including the City’s promise to maintain the access facility used by
Contractor substantially in accordance with Icgally required regulations.

SECTION 15. POLITICAL ADVERTISING.

No funds received by the Contractor from the City or as a result of services provided under this contract.
shall be used for political advertising. Political advertising includes, but is not limited to, any
communication with the public to further the appointment, election, defeat or removal of any applicant,
incumbent, or candidate for public office, or any communication with the public to influence the
passage, defeat or final content of any federal, state, or legislation, however, the foregoing is intended to
apply to political advertisements, and not apply to bona fide political speech. The contractor shall
comply with any and all laws applicable to $01(c)3 nonprofits not supporting or opposing candidates or
intervening in campaigns, subject to members of the public, but not the contractor, having lawful public
access rights relative to bona fide political specch that is not advertising.

SECTION 16. RIGHTS TO PROPOSAL, CONTRACTUAL MATERIAL, AND
COPYRIGHTABLE MATERIAL.

When copyrightable documents, audio/video productions or any materials are produced by Contractor
for the purpose of providing services under this contract, the program producer and City shall have joint
ownership of any copyrighted materials and the City is hereby granted a perpetual, royalty free license
to these copyrighted matcrials for any municipal purpose (other than commercial exploitation) The
partics agree that the term ‘commercial exploitation’ shall not restrict City's ability to allow the public to
obtain copies of the materials upon payment of customary and reasonable duplication fees. In the event
{he Contractor is the producer of a program, programs produced by the Contractor hereunder shall be
deemed works for hire in which both the Contractor and the City shall share joint copyright.

SECTION 17. INDEPENDENT CONTRACTOR.
The contract shall not be construed as creating an employer/employee relationship, a partnership, or a

joint venture. The Contractor’s services shall be those of an independent contractor as between the
City and the contractor, The Contractor agrees and understands that the contract does not grant any

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rights or privileges established for employees of the City and Contractor is expected to have sufficient
autonomy with respect to implementation of details to satisfy applicable criteria with respcct to being
an independent contractor.

SECTION 18. SUBCONTRACTING. : . _

Netuathotanding Gontractae’s ise losed/ uve oF wie penblenit Cqahoetors a i RF B
Contractor may not subcontract for the performance of any of Contractor’s services without written
approval of the City, except for independent videography services on a case by case basis. Any purported
subcontract made in violation of this seclion is null and void.

SECTION 19. CONTRACTOR CHANGES. ;

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Contractor shall notify the Contract Manager of any change in the Contractor's Beard-ofDirectots-or-of-
the-Contractor’s-Executive-Director_assigned-+e-Nashua, within ten (10) working days of ils occurrence.
Contractor shall notify Contract Manager of any change in Contractor’s corporate structure, or any
Board of Director resolution affecting performance of this Contract, within ten (10) working days of its
occurrence.

SECTION 20. SUSPENSION OF FUNDING.

In the event that Contractor fails to timely and properly perform any of its obligations under this
contract, the City, without limiting any rights it may otherwise have, may withhold further payments to

the Contractor. The Contract Manager shall give Contractor notice in writing of its decision to suspend
funding. Such notice shall be given by certificd mail return reccipt requested, hand delivery, or
facsimile communication to the Contractor’s executive director assigned to the Nashua studio. The
notice shall identify the nature of the default and the action required for cure. If the default has been

cured to the City’s reasonable satisfaction, the Contractor will be restored to full compliance | status and

paid any withheld funding. If however, the Contractor has not cured the default withir{(ten) fQworking Sc
days, the City may terminate this contract under section 21 below, or cxercise such other remedies thirty
available to the City under law or in equity. However, upon reasonable written request of Contractor, the

City shall afford Contractor a reasonable and fair opportunity to be heard on the matter.

SECTION 21. TERMINATION.
A. The City may terminate this contract for cause if Contractor:

fails to cure a default as noted In section 20;

materially breaches any provision of this contract;

is in a financial condition that endangers the performance of this contract;

is delinquent, in payment of taxes or of costs of performance of this contract in the ordinary
course of business.

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B. Either party may terminate this contract for convenience by giving at least sixty (60) calendar days
notice in writing to the other party. At the end of sixty (60) days, Contractor will be paid an
amount not to exceed its total accrued pro rated costs for services covered under this contract
during such sixty (60) day period, with such costs being the pro rated amount of the contract

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payment set forth in Section 5.B above. This payment shall be decreased by any payments made
in advance to Contractor for the sixty (60) days.

C. Upon receipt of notice of termination, the Contractor shall cancel, withdraw, or otherwise
terminate any ouistanding orders or subcontracts relating to the performance Contractor's
obligations under this contract. The City shall not be liable to the Contractor or Contractor’s
creditors for any expenses, cncumbrances or obligations whatsoever, incurred after the date
Contractor receives notice of termination, Failure to terminate outstanding orders or subcontracts
relating to the performance of this contract}is a material breach of this contract. wt tor
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SECTION 22. MODIFICATIONS. co nes pendurel! by Canbractor up tec ous & date inchek
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The contract can be modified or amended only in writing and signed by both parties. No pre-printed or PAuches
similar terms on any Contractor invoice, order or other document shall have any force or effect to tHiepuyk
change the terms, covenants, and conditions of the contract. 4ermeratrn de

SECTION 23. INTERPRETATION.

The contract is intended by the parties as a final, complete and exclusive statement of the terms of their
agreement except that i) the parties agree to carry out their obligations hercunder in a manner subjcct to
and consistent with the cable franchise between the City of Nashua and Comicast or Its successor(s) as 1n
effect during the term of this Agreement, and said cable franchise is incorporated herein by reference;
and ii) Contractor shall also be bound by any commitments in its reply to the City’s Request for
Proposal dated XXX, attached hercto as Exhibit XXXX, and said reply to the RFP shall be incorporated
herein by reference, and in the event of any variation between said reply to the RFP and this contract,
the City shall have the option of applying the more stringent terms. No course of prior dealing between
the parties or course of performance or usage of the trade shall be relevant to supplement or explain any
term used in the contract.

SECTION 24. CHOICE OF LAW AND VENUE.

If a dispute arises out of or relates to the contract, or the breach thercof, the partics agrcc to negotiate prior
to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll
the running of a statute of limitations or to seck injunctive relief. Either party may make a written request
for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the
request or such later period as agreed by the parties. Each party shal] include, at a minimum, one (1)
senior level individual with decision-making authority regarding the dispute. The purpose of this and
any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within
thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of
the dispute, they may pursue any legal remedies as may be available.

SECTION 25. NOTIFICATION OF ACTION BROUGHT.

In the event that any claim, demand, suit or other legal action, including without limitations, any
communications concerning copyright infringement, or criminal indictment ts brought by any person(s),

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or entity against the Contractor, Contractor shall deliver copies of such to the Purchasing Manager
within twenty four (24) hours after reccipt.

SECTION 26. OTHER NOTICES.

Contractor shall notify the Purchasing Manager within two (2) working days, by providing the copies of
documents concerning:

A. Contractor filing for relief under the Bankruptcy Code;
B. the appointment of a trustee, receiver or liquidator for all or a substantial part of the Contractor’s

properly;

C. any reorganization, or liquidation proceedings by or against the Contractor; and

D. the filing of any lien or allachment against any property or bank account of Contractor

E. _ the filing of any other legal cause of action directly relating to the scrviccs funded or provided
under this agreement

SECTION 27. ASSIGNMENTS.

Contractor shall not transfer, pledge or otherwise assign this Contract or any interest therein, or any
claim arising there under, to any other party, bank, trust company or other financial institution. Any
purported transfer or assignment made in violation of this section is null and void.

SECTION 28. NO THIRD PARTY BENEFICIARIES.

This Contract does not confer any enforceable rights to any person or entity, which is not a party to this
Contract.

SECTION 29. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS.

The Contractor shall comply with all applicable laws, rules, regulations, procedures and policies of the
Federal, State and local governments,

SECTION 30. LEGAL AUTHORITY.

The persons executing this Contract on behalf of Contractor represent and warrant that they are duly
authorized and empowercd to execute this Contract, that Contractor has taken all aclion necessary to
approve this Contract, and that this Contract is a lawful and binding obligation of Contractor.

SECTION 31. SEVERABILITY OF PROVISIONS.

If any provision of this Contract, or its application to any person or sct of circumstances is held to be
unconstitutional, invalid, or unenforceable, that holding shall only affect the words, phrases, clauses, or
provisions so held, and such holding shall not affeet the remaining portions of this Contract, this being
the intent of the Partics in entering into this transaction; and all provisions of this agreement are declared
to be severable for this purpose,

2.

SECTION 32. NON-WAITVER OF PERFORMANCE.

Tn no event shall any payment, act, or omission in any manner impair or prejudice any right, power,
privilege, or remedy available to the City to enforce its rights hereunder, which rights, powers,
privileges, or remedics are always specifically preserved. No waiver by the City of any one or more of
Contractor’s defaults shall operate as an express or implied waiver of any other cxisting or future
default. Waiver by the City shall not be deemed a practice or course of dealing between the parties
contrary to the express terms of the Contract.

SECTION 33. CONTRACT ENTIRE AGREEMENT.

This Contract, together with the attached exhibits constitutes the entire agreement between the parties
hereto with respect to the matters covered by its terms. No other agreement, assertion, slatcment,
understanding, or other promise made by any party, or to any employee, officer, or agent of any party
that is not embodied in this Contract shall have force or effect except that 1) the parties agree to carry out
their obligations hercunder in a manner subject to and consistent with the cable franchise between the City
of Nashua and Comcast or its successor(s) as in effect during the term of this Agrecment, and said cable
franchise is incorporated hercin by reference; and ii) Contractor shall also be bound by any commitments
in its reply to the City’s Request for Proposal dated XXX, attached hereto as Exhibit XXXX, and said
reply to the RFP shall be incorporated hercin by reference, and in the event of any variation between said
reply to the RFP and this contract, the City shall have the option of applying the morc stringent terms.

SECTION 34. VENUE.

The Contract is made under and shall be governed by the laws of the State of New Hampshire, including
any rule or principle that would refer to and apply the substantive law of another state or jurisdiction.
All issues arising from this Contract shall be resolved in the courts of the State of New Hampshire, and
the partics agrcec to submit to the exclusive jurisdiction of such courts.

SECTION 35. NOTICES.

For purposes of this Contract, all communications and notices among the parties shall be deemed made
if sent postage prepaid to the parties and addresses set forth below:

TheContractor CityofNashua,AdministrativeScrviccs
Contractor Name ATTN: Kimberly Kleiner

Executive Director Name Director of Administrative Services
Strect Address 229 Main Strect — City Hall

City, State and Zipcode Nashua, NH 03060

CityofNashua,PEGProgramDept.
ATTN: PEG Program Manager

229 Main Street — IT Division
Nashua, NIT 03060

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IN WITNESS WHEREOE, the undersigned have executed this Contract by their duly authorized
representatives as of the day of

CONTRACTOR: CITY OF NASITUA:
By: By:

Title: Hon. James Donchess
Contractor Represcntative-as-authorized Mayor, City of Nashua

by.its Board of-Directors: iV. lacs
Capacely AS eben pr Ab tS
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By:
Purchasing Office
City of Nashua

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Agreement between City of Nashua and BRBTV LLC. for
Public Access Television Operations and Management Services

This Contract is between the City of Nashua, a New Hampshire municipality, (“City”), in its capacity as
cable television franchising authority pursuant to 47 United States Code 522(10) and 531, and (BRBTV,
LLC.), a limited liability company (“Contractor”). Contractor shall operate, manage and coordinate the
use of the City’s public access television channel, including designated equipment and facilities on a
nondiscriminatory, content-neutral, non-commercial basis subject to lawful scheduling and other
customary or lawful operating and programming guidelines as may be implemented by the Contractor in
accordance with applicable law.

Payments in the form of access support grants received under franchise agreements with the local cable
television system operator(s) are the sole source of City funding for the payment to Contractor under this
contract. As a conditioned precedent to the effectiveness of this contract, the City Board of Aldermen
must approve or must have previously approved the expenditure of these funds each budget year pursuant
to this Agreement. Contractor acknowledges that any City payments are subject to municipal finance
procedures and timetables as may be required by the City

NOW, THEREFORE, the parties, in consideration of the premises and the mutual covenants herein
contained, and intending to be legally bound, agree as follows:

SECTION 1. TERM.

A. The initial term of this contract begins on, July 1 2022, and ends June 30, 2025. Each contract year
shall be contingent upon Board of Aldermen approved funding. The City and Contractor may by
mutual written agreement extend the term of the contract, with each term extension being one year,
unless an alternate term extension is agreed to in writing. This contract may not renew beyond
the final termination date of June 30, 2027 without review and approval of a new and revised
agreement by the Board of Aldermen, the Mayor, the Cable Television Advisory Board, and the
City PEG Program management.

B. If this contract is not extended, or is terminated prior to the City negotiating and executing a new
agreement with Contractor or some other provider of public access management services, the City
at its sole discretion may request Contractor, and Contractor agrees, to hold over and continue
providing services under the terms and conditions contained in this contract until the City has
negotiated and executed a new contract with Contractor or some other provider of public access
management services for up to one-hundred and eighty (180) days, unless a longer time period is
mutually agreed upon by the parties in writing.

|. A hold over request by the City must be made to the Contractor in writing, no fewer than
thirty (30) days prior to the contract termination date unless the Contractor agrees to a
shorter hold over request notice period.

2. If the contract is being terminated due to default, any hold over request shall be included
in the notice of default.

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3. The City shall reimburse Contractor for any reasonable costs incurred preserving
operations during any hold over period, provided that Contractor provides City with
supporting documentation of such costs, and subject to such costs not exceeding the
payment provided under this contract prorated to be proportional to the duration of the hold
over period, or subject to such other cost reimbursement terms agreed in writing by the
parties.

C. Termination for Cause, Abandonment, Or Suspension: For Cause consistent with sections 20 and
21, herein. The City of Nashua, in its sole discretion, shall have the right to terminate, abandon,
or suspend all or part of the project and contract for cause. If the City of Nashua chooses to
terminate, abandon, or suspend all or part of the project, it shall provide Contractor 30 (thirty)
days’ written notice of its intent to do so. If all or part of the project is suspended for more than
90 (ninety) days, the suspension shall be treated as a termination at will of all or part of the project
and contract.

Upon receipt of notice of cause for termination, abandonment, or suspension, Contractor shall: be
notified in writing delineating reasons of cause with reasonable opportunity to remedy or cure.

In the event of a cause for termination, abandonment, or suspension for cause, Contractor shall
receive all amounts due and not previously paid to Contractor for work satisfactorily completed in
accordance with the contract prior to the date of the notice and compensation for work thereafter
completed as specified in the notice. No amount shall be allowed or paid for anticipated profit on
unperformed services or other unperformed work.

D. Contractor will start management and operation of the public access channel on the first day of the
term of this Agreernent, and management and operation of the public access channel shall continue
without any interruption, or temporary shut down during any time during the term of this
Agreement

SECTION 2. DEFINITIONS.

CITY means the City of Nashua, a New Hampshire municipal authority, in its licensing capacity as a local
cable television franchising authority pursuant to 47 United States Code Sections 522(10)and 531.

CONTRACTOR means (BRBTV, LLC.), a Limited Liability Company also referred to as LLC/Company.
CAPITAL EQUIPMENT FUNDING shall refer to those funds available through City’s budgeted funding
allocation and set aside for maintenance, repairs and replacements of equipment and facilities deemed
capital under Generally Accepted Accounting Standards, including computers, and for implementation of
an operations development plan.

CTAB means the City’s Cable Television Advisory Board.

CONTRACT MANAGER means the City’s PEG Program Manager and the City’s Purchasing Manager,
or their designee.

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EQUIPMENT shall refer to the Inventory and all other video or other equipment, office furniture,
computers, office equipment, and telephones acquired after the execution date of this contract and used
by Contractor in the performance of its mission to operate and manage the public access television
resource.

INVENTORY shall refer to all video equipment, office furniture, computers, office equipment, and
telephones found in the facilities and identified on Exhibit “B,” attached hereto.

NON-CITY REVENUE GENERATING ACTIVITIES means activities that generate funds, consistent
with limitations applicable to revenues raised by a organization, to augment the City’s contract
funds from activities such as but not limited to producer fees, workshop fees, grant funding, underwriting,
sponsorships, etc. that are used pursuant to this contract.

OPERATING FUNDS shall refer to the quarterly or annual allocation of money by the City to
Contractor for the purpose of funding Contractor’s operations as required under this contract.

REQUEST FOR PROPOSAL or more commonly referred to as an RFP, is the published request looking
for a provider of specific goods and/or services. The RFP includes the original published document, plus
any written revisions or addenda that has been provided to all respondents.

WORKS OF AUTHORSHIP means any copyrightable subject matter conceived, created, produced,
controlled or owned by Contractor or its agents, representatives or employees.

WORK PLAN shall have the meaning as described in section 3.C.2.
SECTION 3. CONTRACTOR OBLIGATIONS,
A. Organization

a. Contractor is an LLC organized under the State of New Hampshire laws,

b. Contractor shall provide the City with a copy of a certificate of good standing annually.

c. Contractor is an independently governed LLC, and nothing in this contract shall be
interpreted as giving the City the right to mandate changes to Contractor’s bylaws, or to
govern Contractor’s daily operations except to the limited extent, if any, as may be
expressly provided herein.

d. Cable Television Advisory Board shall have oversight of Contractor’s Operation and
Management of the City of Nashua’s Public Access Television Station.

B. Management and Operation of City’s Public Access Television Facilities and Equipment, Contract
Funds and Other Resources Provided by City

1. Contractor shall efficiently manage their use of the City-owned public access cable television
network facilities and furnishings, which as of the execution date of this contract consist of.
a. one (1) public access channel for the broadcast of non-profit and non-commercial
programming

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