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B,

Contractor shall notify the Contract Manager in writing not later than twenty-four (24) hours
following any loss of or damage to City facilities or equipment. Contractor shall seek to recover
from parties responsible for such loss or damage, and shall inform the Contract Manager in writing
of status of the Contractor’s efforts not later than the tenth (10th) calendar day following the date
of initial notice of such loss or damage. Contractor shall provide progress reports on its efforts to
seek remuneration for such loss or damage to the Contract Manager once every thirty (30) calendar

SECTION 9. CITY AUDIT AND INSPECTION.

The Contractor agrees that authorized representatives of the City may have access to, and the right
to audit, examine, or reproduce, relevant records or documents of the Contractor directly related
to the contractor’s performance under this contract, excluding any work product, attorney client
privileged materials, interoffice memoranda, emails and the like. The Contractor shall refund the
City for any unauthorized uses of Operating Funds or Capital Equipment Funding disclosed by an
audit. Costs of any audit shall be the responsibility of the City. The City reserves whatever lawful
rights it has to participate in and or otherwise pursue compensation or damages payments in
connection with the foregoing.

SECTION 10. PERFORMANCE REPORTS AND EVALUATIONS.

A.

The Contractor shail submit periodic reports as specified in section 4 above (‘Reporting
Requirements”) in a format approved by the City.

The Contractor shall furnish such statements, records, reports, data and information to the City at
such times and in such form as the Contract Manager may reasonably require.

The City may perform on-site evaluations of Contractor’s performance under this Contract at any
time upon twenty four (24) hours written notice (including email or other electronically delivered
notice).

The Contract Manager may perform an on-site audit of books, records and equipment during
business hours, upon twenty four (24) hours written notice (including email or other electronically
delivered notice).

The Contract Manager may conduct annual performance evaluations based on measurables
reflected in the Contractor’s annual Work Plan to be conducted sixty (60) days prior to the end of
the contract term.

SECTION 11. REPRESENTATIONS AND WARRANTIES.

A.

The Contractor represents and warrants that:
L. All information, reports and data furnished to the City by Contractor are complete and accurate

as of the date furnished to the City, and that Contractor shall promptly notify the Contract
Manager in the event of any material change affecting the accuracy or completeness;

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2. All financial statements and information furnished to the City are complete, accurately reflect
the financial condition of the Contractor on the date shown on said report, accurately show the
results of the operation for the period covered by the report, and that since said date there has
been no material change, adverse or otherwise, in the financial condition of the Contractor;

3. Contractor has promptly notified the Contract Manager of any and all pending or threatened
legal proceedings against the Contractor;

4. Contractor shall take all reasonable measures to ensure that the City’s equipment and
factlities for public access will not be used for commercial purposes;

5. None of the provisions herein violates, or is in conflict with, the authority under which the
Contractor is doing business, or the terms of any obligation or agreement of the Contractor;

6. The Contractor has the power to enter into this Contract and accept payments hereunder, and
the Contractor has taken all necessary action to authorize such acceptance under the terms and
conditions of this Contract;

7. None of the assets of the Contractor is subject to any lien or encumbrance of any character
except for current taxes, except as shown in the financial statements furnished by the
Contractor to the City;

B. Conflict of Interest:
It is acknowledged that Contractor owns and operates local radio station WSMN 1590AM/95.3FM

1. Except as noted above, Neither Contractor nor any member of its LLC presently has any
interest, and the Contractor agree that they shall not acquire any interest, direct or indirect, that
conflicts in any manner or degree with the performance of Contractor’s services, as described
herein. Contractor further warrants that during the term of this contract no person having such
interest shall be employed or appointed as a member of its LLC;

2. No member of Contractor’s LLC or its staff, subcontractors or employees shall possess any interest
in, or use their position for a purpose that is, or gives the appearance of being, motivated by desire
for private gain for themselves, or others, particularly those with which they have family, business,
or other ties;

3. Neither Contractor’s LLC or employees, nor City staff or officials, shall be afforded preferential
treatment with respect to resources solely under the control of Contractor;

4. No officer, member, or employee of the City and no member of its governing body who exercises
any functions or responsibilities in the review or approval of the undertaking or carrying out of
this contract, shall: (i) participate in any decision relating to the contract which affects his personal
interest or the interest of any corporation, partnership, or association in which he has a personal
financial direct or indirect interest; or (ii) have any personal financial interest, direct or indirect,
in this contract or the proceeds.

a. Contractor shall make reasonable responses in writing or verbally, depending on how the
inquiry was made to the Contractor, to public inquiries regarding its operations.

b. Before Contractor adopts any rules and procedures governing the provision of services
pursuant to this Contract, all interested parties, such as active producers, shall be given an
opportunity to be heard at a Board meeting.

c. Each of these representations and warranties shall be continuing in nature and shal! be deemed
to be reaffirmed each time the Contractor accepts payment for services provided under this
contract.

SECTION 12. INDEMNIFICATION AND INSURANCE.

A. The Contractor agrees to hold the City, its officers, agents, employees, and assigned
volunteers harmless of any and all actions, claims, demands, costs, damages and liabilities on
account of or arising out of the City's payments to the same of the funds referred to in Section 6 of
this Agreement.

B. The Contractor shall hold the City and its officers, agents, employees and assigned volunteers
harmless from and defend and indemnify them against any and all actions, claims, demands and
liability arising from the negligence or other legal fault of the governing body, officers, agents,
employees and assigned volunteers of the Contractor.

C. Contractor for itself and its agents, employees, and any authorized subcontractors, shall defend,
indemnify and hold the City, its successors, assigns, officers, employees and elected officials,
harmless from and against any and all claims, demands, suits, causes of action and judgments,
whether in contract or in tort or otherwise (including negligence and strict liability), arising out of,
incident to, concerning or resulting from the performance of any services under this contract or the
negligence or willful misconduct of Contractor, its agents employees, and/or subcontractors, in the
performance of services under this contract, including, but not limited to, claims for:

|. damage to or loss of the property of any person (including but not limited to Contractor, its
agents, officers, employees and subcontractors, and third parties);

2. death, bodily injury, illness, disease, worker’s compensation, loss of services, or loss of
income or wages to any person (including but not limited to the agents, officers and
employees of Contractor; and

3. violations of any laws, rules regulations, procedures and policies of the Federal, State and
local governments, including any claims arising out of any content or program material
produced and/or broadcast, including but not limited to, claims in the nature of libel,
slander, invasion or privacy of publicity rights, non-compliance with applicable laws,
license fees and the unauthorized use of copyrighted material.

D. Contractor shall not be obligated under this section to indemnify and hold the City harmless for

claims, damages, and losses, if any, to the extent that the claim, damage, or loss was caused by the
negligence or willful misconduct of the City.

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. The Contractor shall, at its own expense, obtain and maintain for the duration of this
Agreement insurance indemnifying the City and itself from and against all claims for liability,
injury or damage to persons or property caused by the use of the Public Access facility and
equipment by the governing body, officers, agents, employees and assigned volunteers of the
Contractor. Such insurance shall not be less than One Million Dollars ($1,000,000.00) for bodily
injury or death to any one person or property damage resulting from any one occurrence,
with a total of Two Million Dollars ($2,000,000.00) per occurrence. The policy shall name the
City and its officers, agents, employees and assigned volunteers as additional insured.

. All Vendors and subcontractors at every tier under this project will fully comply with NH RSA
Chapter 281-A, "Workers' Compensation".

. The Contractor shall, at its option, provide insurance on any non-City owned or donated
equipment.

. The Contractor shall provide a Certificate of Insurance with the types and amounts of
coverage required herein within thirty (30) calendar days of notification of award, unless otherwise
specified. The Certificate of Insurance, and annual updates, shall be mailed to the following
address:

City of Nashua

Risk Management Office

Attn: Jennifer Deshaies

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
to the City.

The Contractor shall not commence work under this contract until it has obtained all 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 thirty (30) working days of the execution of this
contract.

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

. 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 Manager based upon changes in statutory law,
court decisions, or the claims history of the industry and/or Contractor.

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L. Equipment Insurance. The City will maintain all risk property insurance (e.g., fire, flood, disaster,
etc.) on all public access television 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 insured 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 equipment 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 Contractors insurance policy. Any
deductible under the City’s policy shall be responsibility of the City.

SECTION 13. WORKFORCE.

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 access workers/staff as independent contractors.

B. Ifthe City or the City’s representative notifies the Contractor that any worker is incompetent,
disorderly or disobedient, has knowingly or repeatedly violated safety regulations, or was under
the influence of alcohol or drugs on the job, the Contractor shall immediately investigate
allegation and if necessary take 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
written consent, subject to applicable law.

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 but not limited to health, safety, and environmental 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 services 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 tf any claim, demand,
suit, action, judgment, fine, 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 legally 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,

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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 501(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 speech 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 materials for any municipal purpose (other than commercial exploitation) The parties
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 the
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 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 respect to being an independent
contractor.

SECTION 18. SUBCONTRACTING.

Notwithstanding Contractors disclosed use of independent contractors in its RFP proposal response,
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 section is null and void.

SECTION 19. CONTRACTOR CHANGES.
Contractor shall notify the Contract Manager of any change in the Contractor’s LLC membership, within
ten (10) working days of its 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

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Contractor. The Contract Manager shall give Contractor notice in writing of its decision to suspend
funding. Such notice shall be given by certified mail return receipt 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 within (thirty) 30 working days,
ot absent any type of agreement to remedy the default the City may terminate this contract under section
21 below, or exercise such other remedies 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:
1. fails to cure a default as noted in section 20;
2. materially breaches any provision of this contract;
3. is ina financial condition that endangers the performance of this contract;

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

B. Either party may terminate this contract for convenience by giving at least sixty (60) calendar day
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
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 outstanding 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, encumbrances or obligations whatsoever, incurred after the date
Contractor receives notice of termination. However, City shall be liable for payment for services
rendered by Contractor up through and including termination along with any costs/expenses owed
to third parties through termination date. Failure to terminate outstanding orders or subcontracts
relating to the performance of this contract is a material breach of this contract.

SECTION 22. MODIFICATIONS.
The contract can be modified or amended only in writing and signed by both parties. No pre-printed or

similar terms on any Contractor invoice, order or other document shall have any force or effect to change
the terms, covenants, and conditions of the contract.

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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 hereunder 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 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
February 24, 2022, attached hereto as Exhibit C, 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. DISPUTE RESOLUTION.

If a dispute arises out of or relates to the contract, or the breach thereof, the parties agree 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 seek 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 shall include, at a mimimum, 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. This contract shall be interpreted under
the laws of the State of New Hampshire and venue to be the Hillsborough County Superior Court absent
a judicial issue requiring venue with the Federal District Court.

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 is brought by any person(s),
or entity against the Contractor, Contractor shall deliver copies of such to the Purchasing Manager within
twenty four (24) hours after receipt.

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
property,

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

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

E. the filing of any other legal cause of action directly relating to the services 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 empowered to execute this Contract, that Contractor has taken all action necessary to
approve this Contract, and that this Contract ts 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 set 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 affect the remaining portions of this Contract, this being the
intent of the Parties in entering into this transaction; and all provisions of this agreement are declared to
be severable for this purpose.

SECTION 32. NON-WAIVER OF PERFORMANCE.

In 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 remedies 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 existing 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.

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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, statement,
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 i) the parties agree to carry out their
obligations hereunder 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 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 January 28, 2022, attached hereto as Exhibit D, 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.

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
parties agree 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:

The Contractor City of Nashua, Administrative Services
BRBTV, LLC ATTN: Kimberly Kleiner

Robert Bartis Director of Administrative Services

102 Amherst Street 229 Main Street — City Hall

Nashua, NH 03064 Nashua, NH 03060

City of Nashua, PEG Program Dept.
ATTN: PEG Program Manager

229 Main Street
Nashua, NH 03060
IN WITNESS WHEREOF, the undersigned have executed this Contract by their duly authorized
representatives as of the day of. 2022
CONTRACTOR: CITY OF NASHUA:
By: 7 . By:
Title Hon. James Donchess
Contractor Representative as authorized Mayor, City of Nashua

in its capacity as a member of the LLC

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