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about matters relating to Nashua community, historic and cultural events, Nashua
organizations, businesses and individuals, including but not limited to coverage of the
following Nashua special events, subject to availability of resources, such as:

Nashua Memorial Day Parade
Fourth of July

Summer Fun

Nashua Art Walk

Nashua Veterans Day Parade
Nashua Holiday Stroll

b. Survey to facilitate Access-Corperation.G.c. Contractor) production of local programming
material: emer, Corie a
To facilitate Access Corporation production of local programming of interest to the
Nashua community, the Contractor will circulate a community media survey to
Nashua residents, organizations and community leaders to ascertain local
. . i. Soe hye ee 2

programming interests. Aceess-Cerporation-stalf will be guided by such survey results
in prioritizing subjects for staff-produced local programming in accordance with the
above. Access_Corporation production of programming consistent with interests
identified in the Survey shall be a priority hereunder, consistent with Asc&s Corporation
retaining control over programming production activitics and decisions.

c. Importation of Non-commercial material of interest to the Nashua community:

In addition to producing programming as indicated in abovc; and in addition to
cablecasting of programming produced by public access producers in accordance with
the terms hereof, the Aéces8=forpotation may import non-local, non-commercial
programming and sponsor cablecasting of same on the public access channel, if and
when additional programming material is beneficial for programming purposes.
Although the Contractor shall retain control over its own programming decisions,
Contractor will make good faith efforts to import such non-commercial programming
that relates to issues of interest identified in the community surveys implemented
under paragraph (b) above.

E, DevelopmentandImplementationotNon-CityRevenue-GeneratingActivities

plore the copertumdy ty oe
|. Contractor shall purstic, develop and implement non-City revenue generating activitics,
which may include, but not be limited to:

a. identifying grant opportunities and applying for grant funding:

b. implementing traditional fund-raising activities, such as charity auctions and other special
events;

c. developing and holding additional, fee-based advanced training seminars and workshops;
and

d. promotion sponsorship and underwriting of programs consistent with underwriting
standards for noncommercial, iax exempt television stations;

ce. charging of customary and reasonable producer and/or membership fees.

9.

F.

2. Specific goals and benchmarks to measure success shall be established by the City subject to
consultation with the Contractor and agreed upon by both parties, and shall be such that the
work in these arcas mect or exceed current standards and practices generally accepted in the
field of public access television and shall at least show goals and benchmarks for the major
public access television outputs, inchiding but not limited to hours of programming,
programming produced by access center staff, hours of training, and number of people
involved in different activities of the public access center.

3. The Contractor recognizes that the City highly discourages any revenuc cnhancing cffort that
relics in whole or in part on establishment of or an increase in existing user fces for access

courses and programs.

Developmentand[mplementationofanOpcrationsDevelopmentPlan

Contractor shall: develop a multi-ycar phased plan as necessary to support and cxpand
operations (including supplementing or expanding any dedicated or shared equipment
provided by the City). The plan should include sufficient detail to assist the City and
Contractor in estimating the approximate funds necessary annually to support and expand
ongoing operations, and to mect objectives including:

a. increasing frequency, depth, and quality of broadcasts;

b. increasing constitucnt satisfaction with content and delivery;

c. increasing public participation and involvement in public access television

activities; and
d. increasing the technical quality of productions and cablecasts.

SECTION 4. REPORTING REQUIREMENTS.

A.

BudgetPreparationandSubmission

Contractor shall be accountable to the Contract Manager and shall at all times maintain full, accurate
and current records documenting the level of Contractor’s services provided under this contract.
The Contract Manager may change the reporting schedule with [4 working days notification to the
Contractor.

At least twenty (20) days prior to the beginning of its fiscal year, Contractor shall provide Contract
Manager with a copy of its proposed budget for services under the contract, showing Contractor’s
plans for expenditure of all funds. Contract Manager shall provide comments (if necded) to
Contractor within twenty-one (21) business days of receipt of the proposed budget, or notification of
the necessily of an cxtcnsion for review and comment by other City staff or agents.

Within 90 days following the beginning of the Contractor’s fiscal ycar, the approved budget adopted
by the Acccss Corporation board must be submitted to the Contract Manager. As stated in Section 4
— Reporting Requirements, City shall receive as part of the reports submitted by Contractor, a
reconciled report of actual expenditures from the previous fiscal year.

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Contractor’s Bylaws, other governing documents or policies shall address written policies and
procedures that specify the processes by which the budget is developed, approved, implemented,
monitored and revised, and maintain supporting documentation for budgeted amounts.

B. Budgetmonitoringandprocedures
Contractor shall compare actual expenditures to budgeted amounts for Operating Funds on at least
a quarterly basis. This comparison should identify budget
variances, which shall be investigated and reported, and corrective actions taken, as well as
preparation of projections of annual expenditures in order to anticipate arcas of shortfall or surpluses
expected at ycar end.

C. QuarterlyActlivityReport.
Contractor shall provide to the CTAB quarterly reports during regularly scheduled monthly public
meetings. Each quarterly report must include, at a minimum:

1. the total number of programming hours made available to the public on each channel and
through the use of other technologies such as webcasting;

2. asummary of the programming sources and hours for cach channel, including:
a. new programming produced using City facilities or equipment, including
original and repeated playback;
b. cvents, programs and any other form of community announcements including
bulletin board slides;

3. areport of all complaints received by the Contractor during the reporting period, including
copies of any written complaints; and

4. any other information that either the City or the Contractor believes relevant to show
achievement of stated performance goals.

i ashua CTV with a ‘Board of Director’s meeting agenda not less than
1 e scheduled mecting.date. A copy of Board-approved minutes shall
ay after the Board meetin where the minutes

E. AnnualReport
Contractor shall file no later than the sixtieth (60th) day after the close of the fiscal year an annual

report containing, al a minimum: C
‘ie

1. the Contractor’s organizational chart, listing Board Members, cxecutive-offieers, and staff by
function;
2. the number of people employed by Contractor, both full and pacsine/ nvbys te ndiepe nadde at

3, an annual inventory summary; Cobra.
4. asummary of quarterly programming source & hours;

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5. aschedule of all fees and charges levied by Contractor to the City, with the percentage change
from the previous annual report (and all fees and charges Ievied upon producers & uscrs if any);

6. asummary of all programming outages experienced, noting root causes and remedial actions;

7. acopy of the complaint and appeal procedures uscd by the Contractor, any changes made, a
general description of the types of complaints and appeals received and the dispositions thereof;

8. acopy of the Operations Development plan;

9. ihe number and types of persons using the Facilitics, such as organizational or individual,
represented as totals and as percentages of the overall number of users, categorized by place
of residency (and such other categories as were used in the annual viewer survey, and in the
contract initiation survey);

10. acopy of equipment maintenance logs;

11. a list of training classes, schedules, and rates (if any);

12. the annual fundraising report, detailing all funding sources and how the funds were allocated;

13. annual survey of producers & viewing community(sce Section 3.C.3.b), which shall include
but not be limited to demographic information and customer satisfaction; survey instrument
will be mutually agrecable between Contractor and the Contract Manager; results of survey
shall be presented to the CTAB; and

14. such other information as the City may reasonably request at least thirty (30) days prior to
report.

TF. AnnualFinancialStatement
No later than the ninetieth (90th) day aftcr the close of the Contractor’s fiscal year, Contractor

shall present to the City a written annual report (the “Annual Financial Report”). The Annual
Financial Report shall present a composite picture of Contractor’s operations for the 12-month period
that constitutes the Contractor’s fiscal year, and shall include:
or IK tun fe Le
1. a reviewed “or-audited—fnancial statement’as prepared for the Internal Revenue Service.
Review ormteacht shall be prepared by GaSe Lig eat Public Accountant according
to generally accepted accounting principles; estes
agement-letter should’ specify that PEG Program Deparinent with recieve copies
f review/audit, which the auditor will send to City; \
the‘quditor’s management or audit letter and any other report or
any internal control violations wete discovered;
n improving operational management and control;
ecommendations, \
-orrecting deficicncics discévered by the Auditor; \
d completion date or mpeg the Contractor’s plan; and !
a presentation by the.auditor to the Board Directors on the auditor’s findings, |
recommendations, and any other information deemed suitable by the auditor.

*
cument describing whether

*,

SECTION 5. CITY OBLIGATIONS.

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

1.1.

‘@ DARKTRACE

Appendix 1 — Definitions
DEFINITIONS:

Defined Terms. Terms defined in this Appendix 1 will have the meanings given below. Defined terms may be used in the singular

or plural depending on the context.

“Affiliate” means any corporation or other business entity that directly or indirectly controls, is controlled by or is under
common control with a Party. Control means direct or indirect ownership of or other beneficial interest in fifty percent (50%)
or more of the voting stock, other vesting interest, or income of a corporation or other business entity;

“Alerts” means features of the Software that generates alerts of suspected malicious activity on a Customer’s network;
“ Applianc e(s)” means the Software, or Software combined with Hardware, as more fully described on the Product Order Form

“Call Home” means the secure and encrypted channel that connects the Appliance to Darktrace central management;

“Confidential Information” means any information, however conveyed or presented, that relates to the business, affairs,
operations, customers, suppliers, processes, budgets, pricing policies, product information, strategies, developments, trade
secrets, Intellectual Property, and know-how of a Party, and any other information clearly designated by a Party as being
confidential to it (whether or not it is marked "confidential"), and information that ought reasonably be considered to be
confidential, but in all circumstances excludes any Personal Data.

“Customer Data” means all data and information provided by Customer to, or accessible by, Darktrace under this Agreement
in connection with the performance of the Services (which may include information about network traffic on Customer’s
network (metrics), log/metadata collection, as well as the raw packet capture data from Customer’s network);

“Datasheet” means the document providing the specification for the Hardware, Software or Services, as applicable and as
may be updated by Darktrace from time to time;

“Data Privacy Laws” means the Data Protection Act 2018, the Privacy and Electronic Communications (EC Directive)
Regulations 2003, the General Data Protection Regulation (Regulation (EU) 2016/679) (“GDPR”), the California Consumer
Privacy Act of 2018 (“CCPA”), and laws of similar purpose or effect in any relevant jurisdiction, in each case as amended,
updated, re-enacted or replaced from time to time;

“Documentation” means user manuals for the Appliance consisting of the applicable installation guides, Datasheets; service
descriptions, technical specifications and online help files provided by Darktrace or available on Darktrace’s online portal, as
may be updated by Darktrace from time to time;

“Effective Date” means the Effective Date specified in the Product Order Form;

“EU Model Clauses” means the standard contractual clauses for the transfer of personal data to processors established in third
countries which do not ensure an adequate level of data protection under Directive 95/46/EC, pursuant to the European
Commission Decision of 5 February 2010;

"Fees" means all applicable fees as set out in the Product Order Form;

“GPL Software” means third party software provided by Darktrace on the Hardware to support use of the Software that is
licensed directly to Customer and the relevant Customer Affiliates by the relevant rights holder on the terms of the version
included or provided with it of the GNU General Public Licence, GNU Lesser General Public Licence or other comparable licence.

“Hardware” means any hardware device (including embedded firmware) shipped and installed as part of the Offering;

“Information Security Standards” means Darktrace’s information security code of conduct, as amended from time to time in
Darktrace’s sole discretion and available upon request;

“Intellectual Property” means patents, trademarks, service marks, rights (registered or unregistered) in any designs,
applications for any of the foregoing, trade or business names, copyright (including rights in computer software) and
topography rights, know-how and other proprietary knowledge and information, internet domain names, rights protecting
goodwill and reputation, database rights (including rights of extraction) and all rights and forms of protection of a similar
nature to any of the foregoing or having equivalent effect anywhere in the world and all rights under licences and consents
in respect of any of the rights and forms of protection mentioned in this definition (and “Intellectual Property Rights” will be
construed accordingly);

V01.04.2020 MCA SHRINKWRAP 11

Contract Administration. The PEG Program Department, in collaboration with the Purchasing
Manager, shall manage this contract on behalf of the City. The Contract Manager will coordinate
compliance and performance determinations regarding this contract.

LiabilityofCityforFundingUnderContractLimited.

Notwithstanding any other provision of this contract, the total of ail payments to be made to
Contractor under this contract shall not exceed a total of $XX,000 through the end of the term,
or such other amount as City Board of Aldermen may approve (“Operating Funds”). Funding
in the amount of $XX,000 was approved in the FYXXXX opcrating budget of the City’s PEG
public access television account. Upon written agrecment, the parties may decide to extend
the contract for additional one-year or alternative terms. The Contractor and the City each
acknowledge and agree that payment of the Operating Funds constitutes full and satisfactory
financial consideration for the performance of all the Contractor's obligations under this contract.

The Contractor and the City acknowledge and agree that the City’s funding obligations to
Contractor as noted in Section 5.B.1, above, are contingent upon the City’s receipt of payments
according to provisions of a cable franchise agreement negotiated with a local cable service
provider(s). These provisions require the local cable operator to finance PEG access activities
through the payment of “PEG access support grants” and franchise fees, which may be reduced
under or pursuant to state or federal Icgislation. If for reasons beyond the City’s control, the
City docs not receive payments to provide Contractor the Opcrating Funds agrecd upon in this
contract, and necessary for Contractor’s full and complete performance under this contract,
then the City shali notify Contractor in writing no later than the twenty-first (21st) business day
after it becomes awarc of such shortfall in funding. In the event of such shortfail, the City may
either reduce the amount allocated (as reasonably prorated) as Operating Funds during the period
of shortfall (and similarly reduce, the manner or cost of Contractor’s services to be provided
hereunder), or either of them may terminate this contract as provided in section 21.

This contract does not obligate the City to remit payment from its Gencral Fund, or from any
other moneys or credits belonging to the City. The City shall not be liable for, and Contractor
releases, indemnifies and hold the City harmless from, any claims or demands for:

a. costs paid or expenses reimbursed by any third party;

b. | expenses incurred either prior to or after the term of this contract, and the parties agree
that this docs not apply to a hold-over period, as the Contractor shall be paid Operating
Funds during any holder-over period;

¢. expenses incurred for items or services outside the scope of services to be provided by
Contractor; or

d. any costs or liabilitics arising from the acts or omissions of contractor, its employees, agents,
contractors and/or guests and invitees.

Network Access. A number of institutional network access points, and origination poimts for
cablecast to the cable operator (better known as “drops”) are installed throughout the city as part of
the City infrastructure or under a provision of the standard cable operator franchise. These “drops”
are intended to allow the production of live, on-site cablecasting. Contractor may, at its diserction
and free of charge, make usc of these drops in the production of live cablecast productions, subject

-13-

to City guidelines and/or supervision. Contractor shall coordinate and schedule use of the network
through the PEG Program Department. Contractor shall be responsible for any damage to such
drops to the extent Contractor may have been the party causing such damage if negligently or
willfully caused.

SECTION 6. PAYMENTS TO CONTRACTOR.
A. MethodofPayment

At the beginning of cach calendar quarter, the City shall pay Contractor one-fourth of the
annual Operating Funds allocated for the contract year. The first payment to Contractor
following execution of this contract shall be due within thirty (30) days of the first day of the
quarter. Thereafter, Contractor shall submit an invoice for annual or quarterly payment (as
agreed by the parties) to the Contract Manager prior to the beginning of each calendar quarter
(April 1, July | October 1, and January 1) or new fiscal year. City shall pay Contractor this
amount within thirty (30) days of receipt of the request for payment.

B. LExpenditureofFunds/Carry-overFunding
The Contractor shall expend funds provided by the Cily solely for Public Access purposes identified
and authorized in this Agreement. Funds not expended in one funding year shall be carried over for
said purposes into succeeding years. Upon termination or expiration of this Agreement, all funds of any
kind received pursuant to this Agreement from the City and not expended by Contractor shall be returned
lo the City or carricd over into a subsequent agreement between the Cily and the contractor or its
successor. The Contractor shall provide for such financial control and accounting procedures as are
necessary to assure proper disbursement and accounting for funds reccived from the City.

C. ContractCloseOut

1. Contractor shal] submit a final financial report, including a final expenditure report
following the close of the time penod covered by the last invoice requesting a draw
down of funds under this agreement, to the Contract Manager not later than the
sixticth (60th) day after the termination of this contract.

2. Upon termination of this contract, any unused funds, rebatcs, credits (or interest
eamed) on Operating Funds or Capital Equipment Funding held by Contractor must
be returned to the City. Subject to the approval of the Contract Manager and the
City, Contractor may withhold Operating Funds sufficient to cover the actual cost
incurred to preserve and maintain opcrations after Contractor receives notice of contract
termination but before the actual termination date but in no event shall such withholding
of funds result in withholding funds which combined with prior payments cxcecds
the contract payment amount set forth in Section 5.B above, as due for the twelve
months covered by this contract.

SECTION 7, USE OF ACCESS FACILITIES, EQUIPMENT AND TRAINING.
A. Contractor shall, within sixty (60) days after execution of this contract, adopt a comprehensive set

of policics and procedures for the use of all facilities, equipment and available training, which is
funded in whole or in part by, or provided as services under this Contract. A copy of the
comprehensive policies and procedures shall be provided to the City no later than the thirtieth

(30th) day prior to adoption or updating, for advisory Local Franchising Authority review and
consultation.

It is the sole responsibility of the Contractor {o ascertain and establish rules, procedures and
guidelines appropriate for the use of facilities, equipment and training consistent with this contract,
subject to providing the City with reasonable advance opportunity for consultation on same. The
Contractor may amcnd these rules, procedures and guidelines as the need may arise.

The Contractor shall provide to City a copy of its policies and procedures, and shall provide to
City any proposed changes to the policies and procedures that require Board approval at least ten
(16) days prior to the date the proposed changes are to be approved by the Board of Directors.

SECTION 8. OWNERSHIP OF PROPERTY.

A.

Contractor shall nolify Contract Manager in writing within five (5) calendar days of its reccipt of
any durable property purchased with contract funds to cnable the City to identify and record such
property as fixed assets of the City, or as such asset classifications as appropriate. The Contractor
shall:

I maintain custody and control over all property provided by the City;

2.maintain detailed property records; and

3.provide assistance with PEG program staff to perform an annual physical inventory of shared
equipment, Contractor shall provide an annual inventory of any non-city owned equipment,
including funding sources and/or donors.

Any property purchased hereunder using contract funds shall be property of the City.

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 seck to recover
from partics 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
days thereafter, continuing for such duration as the Contract Manager believes ts appropriate.

SECTION 9. CITY AUDIT AND INSPECTION.

The Contractor agrees that authorized representatives of the City shall have access to, and the right
to audit, examine, or reproduce, any and all records or documents of the Contractor related to the
contractor’s performance under this contract. Upon termination of this contract, the Contractor shall
provide the originals of all such records to the City’s Contract Manager, and shall retain copies of
such records as required by law. The Contractor shall refund the City for any unauthorized uses of
Operating Funds or Capital Equipment Funding disclosed by an audit., The City reserves whatever
lawful rights it has to participate in and or otherwise pursuc com tion or damages payments in

connection with the foregomg. | :
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SECTION 19. PERFORMANCE REPORTS AND EVALUATIONS,

A. The Contractor shall submit pcriodic reports as specificd in section 4 above (“Reporting
Requirements”) in a format approved by the City.

B. 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.

C. 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),

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

E. 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 lerm.

SECTION 11. REPRESENTATIONS AND WARRANTIES.

A. The Contractor represents and warrants that:

1. All information, reports and data furnished to the City by Contractor arc compicte 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 affccting the accuracy or
completeness;

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
facilities 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 licn or encumbrance of any character
except for current taxes, except as shown in the financial statements furnished by the
Contractor to the City;

1h

B.

Conte of {nterest

yea
gs Hs lil Obeve y
Neihed Contractor nor any membcr of its ome presently has any interest, and the

* Contractor and its-Beerd 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 Board of Directors;
No member of Contractor’s Board or its staff, subcontractors or employces shall possess any
interest in, or usc 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;

Neither Contractor’s Board or employees, nor City staff or officials, shall be afforded
preferential treatment with respect to resources solely under the control of Contractor;
No officer, member, or employce 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 (11) 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’s Board 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 shall be
deemed to be reaffirmed cach time the Contractor accepts payment for services provided
under this contract.

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SECTION 12. INDEMNIFICATION AND INSURANCE.

A.

C. Contractor for itself and its agents, cmployees, and any authorized subcontractors, shall defend,
indemnify and hold the City, its successors, assigns, officers, cmployeces 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

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.

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, employces and assigned volunteers of the Contractor.

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*