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Sample Contract Terms & Slope of Work
for an Agreement between City of Nashua and Contractor 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 f chising authority pursuant to 47 United States Code 522(10) and 531, and (Contractor
Name Here), ar -profit ccepbietien (“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, contcnt-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 Agrecment, Contractor acknowledges that any City payments are subject to municipal
finance procedures and timetables as may be required by the City

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

SECTION 1. TERM.

A. The initial term of this contract begins on, __ 20.XX, 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 cach term extension being onc 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 cxccuting a new
agreement with Contractor or some other provider of public access management services, the City
at its sole diserction 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 pcriod.

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

3. The City shall reimburse Contractor for any reasonable costs incurred preserving opcrations
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
undcr this contract prorated to be proportional to the duration of the hold over period, or subject
to such other cost reimbursement ters agreed in writing by the partics.

cop te. Ceasedeodt pith fF Aronk DL,

C. Termination, Abandonment, Or Suspension At-W#ll. 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 at-

Oe -wilt If the City of Nashua chooses to terminate, abandon, or suspend all or part of the project,

Case it shall provide Contractor{] O}days’ written notice of its intent to do so. If all or part of the
project is suspended for morc than 90 days, the suspension shall be treated as a termination at
will of all or part of the project and contract.

i.
parry. Saws nitied .
far Cause.
Upon receipt of notice of termination, abandonment, or suspension at-will, Contractor shall:
be notre Ga pirithy ef eating Meesions pF Chere iil apr oppor Cumty fo eiredyy
1. Immediately discontinue work on the date and to the extent specified in the notice. éc Cure,
2. Place no further orders or subcontracts for materials, services, or facilities, other than as may
be necessary or required for completion of such portion of work under the contract that ts not
terminated.
3. Immediately make every reasonable effort to obtain cancellation upon terms satisfactory to
the City of Nashua of all orders or subcontracts to the extent they relate to the performance
of work terminated, abandoned, or suspended under the notice, assign to the Cily of Nashua
any orders or subcontracts specified in the notice, and revoke agreements specified in the
notice.
4. Not resume work after the effective date of a notice of suspension until receip! ofa wnitten
notice from the City of Nashua to resume performance.

aw dpuld.
In the event of a termination, abandonment, or suspension niglhey 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
thereafler completed as specified in the notice. No amount shall be allowed or paid for
anticipated profit on unperformed services or other unperformed work.

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(1 0)and 531.

i wateciia bi lity Cemtapany
CONTRACTOR means (Name of Contractor ITerc), a ifarpr0 It corperation also referred to as Access

Corporation/ t.\ Cem parey) .

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 decmed
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.

+

Board of Aldermen Page 5
October 11, 2016

WRITTEN REPORTS FROM LIAISONS — None
CONFIRMATION OF MAYOR'S APPOINTMENTS — None
UNFINISHED BUSINESS — RESOLUTIONS

R-16-064
Endorsers: Mayor Jim Donchess
Alderman-at-Large Lori Wilshire
Alderwoman Mary Ann Melizzi-Golja
Alderman Richard A. Dowd
Alderman June M. Caron
Alderman-at-Large Michael B. O’Brien, Sr.
RELATIVE TO THE ACCEPTANCE AND APPROPRIATION OF AN ADDITIONAL $7,072 FROM
THE DEPARTMENT OF HOMELAND SECURITY INTO FIRE GRANT ACTIVITY “FY2015
ASSISTANCE TO FIREFIGHTERS GRANT”
Given its second reading;

MOTION BY ALDERMAN WILSHIRE FOR FINAL PASSAGE OF R-16-064
MOTION CARRIED

Resolution R-16-064 declared duly adopted.

R-16-065
Endorsers: Mayor Jim Donchess
Alderman-at-Large Lori Wilshire
Alderman Richard A. Dowd
Alderman June M. Caron
Alderwoman Mary Ann Melizzi-Golja
Alderman-at-Large Michael B. O’Brien, Sr.
Alderman Tom Lopez
RELATIVE TO THE ACCEPTANCE AND APPROPRIATION OF AN ADDITIONAL $33,021.38
FROM THE STATE OF NEW HAMPSHIRE, DEPARTMENT OF HEALTH AND HUMAN
SERVICES INTO TRANSIT GRANT ACTIVITY “FEDERAL TRANSIT AUTHORITY (“FTA”)
OPERATING GRANT”
Given its second reading;

MOTION BY ALDERWOMAN MELIZZI-GOLJA TO AMEND R-16-065 IN ITS ENTIRETY BY
REPLACING IT WITH THE GOLDEN ROD COPY PROVIDED WITH THE AGENDA

ON THE QUESTION

Alderman Dowd

What are the amendments?

Alderwoman Melizzi-Golja

The period for the grant was originally October 1, 2016, to December 31, 2016; and the grant now will
run from October 1, 2016, to September 30, 2018. The amount has been increased from $33,021.38 to
$264,168.96. The committee agreed that this was important in terms of knowing that we would have this

money through September of 2018 for transportation.

MOTION CARRIED

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

16.12.

16.13.

‘@ DARKTRACE

information and acknowledges that special service rates may apply thereto.

Government End-User Notice (applicable to United States government customers only). The Offering is commercial within
the meaning of the applicable civilian and military Federal acquisition regulations and any supplements thereto. If the user
of the Appliance is an agency, department, employee, or other entity of the United States Government, the use,
duplication, reproduction, release, modification, disclosure, or transfer of the Appliance, including technical data or
manuals, is governed by the terms, conditions and covenants contained in the Darktrace standard commercial licence
agreement, as contained herein.

Waiver. Each Party agrees that the failure of the other Party at any time to require performance by such Party of any of
the provisions herein will not operate as a waiver of the rights of such Party to request strict performance of the same or
like provisions, or any other provisions hereof, at a later time.

16.14 Insurance. Darktrace shall maintain the insurance coverage described as Appendix 3 hereto or an equivalent throughout

the Term, and Darktrace shall furnish Customer with a copy of its insurance certificate, from time to time during the Term,
upon Customer’s reasonable request

16.15. Headings. All headings used herein are for convenience of reference only and will not in any way affect the interpretation
of this Agreement.

16.16. Equitable Remedies. The Parties agree that with respect to a breach by a Party of Clauses 5, 8 or 14, monetary damages
may not be an adequate or sufficient remedy for a breach of this Agreement. Therefore, in addition to any applicable
monetary damages, a Party will also be entitled to apply for injunctive relief and other equitable relief to prevent breaches
of the Agreement, without proof of actual damage.

IN WITNESS WHEREOPF, the Parties have caused this Agreement to be executed as of the date written below
Darktrace: Darktrace Holdings Limited Customer: City of Nashua, New Hampshire
DocuSigned by:

Kotlel Cias— Jones
By: B9E55C903C5E453_— By:

Rachel Elias-Jones
Name: Name:
Title: Financial Director Title:

2022

Date: 9/5/20 Date:

V09.12.2020 MCA SHRINKWRAP 10

BOARD OF DIRECTORS mcans the group of individuals appointed and/or elected and duly
constituted under the corporate charter and/or Articles of Incorporation or similar organizational
document, bylaws and relevant state law with authority to manage the corporate affairs of Contractor.

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

EQUIPMENT shall refer to the Inventory and all other video or other equipment, office furniture,
computers, office equipment, and telephones acquired aftcr the exccution 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 identificd on Exhibit “B,” attached hereto.

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

OPERATING FUNDS shall rcfer 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 copytightable 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 met LC VV Ht

a Contractor is s rgsnized under the State of XXXXXX laws, subject to-theaArticies-of
Incorporation -(and/or-similar-organizational -document)}-on fite- withthe appropriate State
~agency, and governed according-+o-bylaws adopted and approved by tts-Board of Directors.

b. Contractor shall provide the City with a copy of any-proposed-revisions- ~to-dts corporate
~charter-or-bylaws mae a= -of-fg aoe days -prior tothe: m peng diane the revisions
may-be-eonsidered— Ce eek S hing anit

c. Gentractorshall aw cit a.copy _ all_ charter. we nd byte revisions.no later-than
the tenth (40th) dey afterthe-mecting date whei the amendments were approved.

d. Contractor shall supply-the-City-with-a. current-copy-ef-the-corporate bylaws includimg-any
approved-changes or amendments; on or aboutJuly 4“ of cach yearthe conteact ts-effeetive.

e. Contractor 1s an independently governed thafi-profit cerperation“ind 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. Notwithstanding the forepoinig, Contractor tras been authorized:

~hy_its-Board of Directors to amend its corperate documents to inctude-not-less than two
“zesidents of the City.of Nashua,and as. approved -by Contractor’s Board of Directors, to serve
~on- Contractor's Beard-of Direetors for the duration of this. contract.

BoardofDircctors

Executive Director on the services provided under this agrce

B. ManagementandOperationofCity’sPublicAccessTelcvisionFacilitiesandEquipment,Contract
FundsandOtherResourcesProvidedbyCity

1. Contractor shall efficiently manage their usc of the City-owned public access cablc television
network facilities and furnishings, which as of the cxccution date of this contract consist of:

a. one (1) public access channel for the broadcast of non-profit and non-commercial
programming

b. City’s shared community television production facility, located at 9 Riverside Street,
with production arcas, editing facilitics and furnished office. Any management shall
be subject to oversight and the right to control by the City.

c. Cily’s community tclevision automation broadcast and scheduling systems as
dedicated to the Public Access Television (currently channel 96)

d. City’s shared field production equipment (cameras, audio equipment, cabling, ctc.)

e. All other video cquipment, office furniture, computers, office equipment, and telephones
found in these facilities and identified on Appendix “XXX” (“Inventory”).

Contractor agrecs to fully, faithfully and timely perform all of the activities and services sct
forth in the work plan (“Scope of Work”) and budget attached to this contract and fully
incorporated herein as Exhibit “XXX”. Before the renewal date of the agreement, Contractor
shall prepare and submit for review by the City a Work Plan containing operational goals,
objectives, benchmarks and a narrative description of actual operations planned for the
upcoming year. The foregoing shall address public access facility operations tncluding but
not limited to training, programming, production of special cvents programming by Contractor
staff, equipment testing and maintenance activity and other customary access facility
operations. The City may give guidance and make reasonable suggestions regarding goals
and objectives contained in the Work Plan, and Contractor shall reasonably consider and
address possible incorporation of such City suggestions, but such action shall not constitute
authority or contral over Contractor or Contractor’s decisions regarding management,
opcration and content of the public access television channel.

Contractor shall pay for pro-rated public utility and maintenance services to the facility,
including, but not limited to water, telephone, electric, heating, and janitorial/custodial. The
City shall provide maintenance (c.g. plumbing repairs, structural repairs, roof repairs, IVAC
repairs, trash pickup, road and landscape maintenance as necessary) of the facility.
Contractor and its employees and agents shall use and maintain the facilitics and cquipment
in a safe, secure and workmanlike manner.

Subject to the availability of appropriated funds, for which the City’s Contract Manager shall
seck legislative approval, City shall provide maintenance and repairs or when necessary
replacement, as and when reasonably requested by Contractor of the property noted in
Appendix XXX., as follows:

a. With respect to the facilities referenced in Section 3.B.1.a, such maintenance and repairs
shall include all necessary plumbing, media distribution, electrical, structural, roof, and
HVAC repairs, and security. For security, City shall provide a functioning security alarm
system sufficient to deter potential and reasonable sccurity risks.

b. With respect to the Inventory referenced in Appendix XXX, and all video or other
equipment, office furniture, compulers, office equipment, and telephones acquircd 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 (together with the Inventory,
referred to hereafter as “Equipment’), the City shall be responsible for funding

and facilitating maintenance and repairs on such Equipment if it is owned by the City;
however, if such Equipment was acquired by a Contractor or a third party (c.g., cable
operator) with a duty to fund or perform maintenance and repairs on such Equipment,
then the City shall be responsible for facilitating, as opposed to funding, such
maintenance and repairs. The process for securing the necessary maintenance and repairs
of such Equipment, should same become necessary, shall be as follows: Upon reasonable
request and notice by Contractor, the City shall endeavor to facilitate and/or fund
(depending on the owner of such Equipment) the repair of non-essential video,
production, editing and broadcast equipment within thirty (30) days; however, for
essential video, production, cditing and broadcast equipment, computers, etc. that are
essential and necessary for the full performance of Contractor’s obligations hereunder,
the City shall endeavor to make arrangements for repairs not later than ten (10) days from
the date such repair is requested. If City and Contractor mutually agree that replacement
of such non-essential or necessary Equipment is necessary or advisabic, to initiate the
procurement process for such replacement as soon as possible, but not later than ten (10)
days from the date it is determined that replacement cquipment is needed. Contractor
shall be responsible for maintaining any equipment Contractor voluntarily acquires on its
own initiative for cquipment above and beyond the equipment provided by the City
and/or cable company.

Notwithstanding the text above, the parties agree that nothing herein shall reheve Contractor
of its obligations to seek monctary and, if appropriate, non-monetary damages for any
equipment that is broken or destroyed due to the negligence or willful misconduct of any
employce, agent, contractor or invitee of Contractor, or any producer or other user of facilities.

Contractor will not knowingly permit (and wil! institute protections to help prevent), any
facility it manages or the cable channel under its control to be used for the production or
dissemination, regardless of the technology used, of any material that can be legally defined
as Obscene, found to be defamation, libel and/or slander; in violation of copyright or other
intellectual property law, commercial speech inconsistent with the requirements for non-
commercial public access programming; material in violation of privacy or misappropriation
laws; material lacking proper consents and/or authorizations, or other unlawful matcrial,
subject to and in accordance with applicable law regarding what constitutes unlawful
programming and the duc proccss that may be applicable with respect to limitations,
restrictions, prohibitions, remedies, sanctions, scttlement agreements and other dispositions
regarding such programming.

a. Contractor shall make good faith cfforts to prevent the airing of such obscene
programming and shall suspend, any such programming subject to applicable law, if and
when Contractor receives actual and reasonable knowledge of the unlawful content
and/or character of that programming.

b. Contractor shall require program producers and or program sponsors to sign a user and/or
producer/sponsor form (however termed) by which the producer(s)/sponsor(s)/user(s)
accept responsibility for liabilities, if any, arising from the cablecasting of their productions
or sponsored programming, including but not limited to fiabilities for

10.

11.

defamation, copyright violation and other possible liabilities, and in such form the
produeccr(s)/sponsor(s)/user(s) shall acknowledge that they shall not hold the City and/or
Contractor liable, and shall indemnify the City and/or Contractor, for their own productions
and or sponsored programming.

The public acccss channels are not intended to be a public forum, however, the public does
have some rights of access consistent with lawful access center operating guidelines that may
be established as indicated in Denver Area Educational Telecommunications Consortium,
inc. v. FCC, 116 $.Ct. 2374 (1996); therefore in enforcing this provision, Contractor will
follow procedures which are Icgally appropriate for the regulation of speech in such a quasi-
forum, including procedures which conform to the access center procedures identified by the
United States Supreme Court in Denver Area Educational Telecommunications Consortium,
Inc. v. FCC, 116 S.Ct. 2374 (1996) and Freedman v. Maryland, 85 S.Ct. 734 (1965)

Contractor shall make best efforts to notify public access producers that city-owned
programming is not available to producers for re-airing on public access channels without
explicit authorization from the City, to the extent consistent with any public records or other
applicable law.

Contractor shall provide equipment and channel time to qualificd producers who have
completed all necessary training and whose skills and knowledge mect minimum criteria
established by the Contractor, approved on a content-neutral, nondiscriminatory basis.
Contractor shall, in general, provide cquipment and channel time on a non-discriminatory
basis, subject to reasonable scheduling practices including but not limited to channel time
scheduling preferences for locally produced programming as reasonably defined by
Contractor,

Contractor may makc use of the facilitics and equipment under its custody, care and control
for generating additional funding subject to applicable law. Revenues generated from such
activities shall be spent for non-commercial purposes only and pursuant to this contract. All
such activities must be in conformity with Contractor’s tax status and must serve to further
the goal of promoting the public’s use and access to cable television or other cablc-rclated
media and not interfere with the financial support of public access, the use of the public
access facility and or channel time by the users.

Contractor shall adopt and follow proper accounting, procurement and employment policies
and practices and maintain documentation of expenditures of City Operating Funds provided
under this Agreement, including but not limited to documentation of the following:

a. Evidence that competitive procurement processes were used for purchases

b. Maintenance of receiving or shipping documents related to invoices to ensure that types
and quantitics of goods received agree with the invoice before payment is processed.

¢. Cancelled invoices (when checks are signed and payments released)

d. Transactions are posted in the Contractor’s accounting system (i.e. general ledger,
transactions detail by account, budget to actual, profit and loss and balance sheet).

12.

€.

f.

Written contracts or subcontracts, including but not limited to contracts for professional
services or contracted labor, that describe the work, services or products lo be provided,
commencement date, term of contract, and compensation or fees to be paid.

Employce personnel records including each employee’s hire date, job description, job
acceptance with beginning salary, payroll changes, and termination date.

Contractor shall maintain all records required under this Agreement for three years following

the termination of this Agreement, or until the conclusion of any audit or Icgal procceding
regarding this Agreement, whichever is later.

Contractor shall design and implement internal controls to provide reasonable assurance of

compliance with contractual obligations, to safeguard asscts of the Contractor and assets of
the City, and to ensure that processes and reports are in compliance with gencrally accepted
accounting principles. Such controls should be implemented in a cost effective manner.

C. ProductionTrainingandProgramming

2.

3.

1. Contractor shall educate/train requesting individuals, institutions, non-profit and community
based organizations in the production of non-commercial television programs. To this end,

Contractor shall:

a. create and provide training curriculum for various Icvels of television production
proficiency;

b. make training available to financially and physically disadvantaged citizens, including
the use of fee discounts, if applicable;

¢. enter industry and community awards competitions as appropriate and feasible.

d. further to the Contractor’s training activitics, Contractor understands and agrecs it is the

responsibility of the individual producers to use the training received to produce their
own programs, and although the Contractor provides training, the Contractor 1s not
responsible for providing technical assistance to individual third party producers in their
actual production of programming, as said producers will be responsible for generating
their own programming,

Curricula and other training programs and training activitics mentioned above shall be
described in the annual Work Plan and identify measurable criteria that are agreed upon by the
partics and that insures the work in these arcas mects or excceds current standards and
practices generally accepted in the field of public access television.

L keels

Atteess-Corpaoration Production of Programming

a.

In addition to training volunteer producers and members to produce their own public
access programming, the Access-Gorpdration staff shall produce a reasonable amount of
staff-produced jocal programming about important Nashua events. The Access
Corporation may exercise reasonable judgement regarding the selection of material for
Acegss' Corporation coverage and/or production, however, the Acééss Corporation shail
develop criteria consistent with such programming informing the Nashua community