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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:
1. damage to or loss of the property of any person (including but not limited to Contractor,
ils agents, officers, cmployces and subcontractors, and third parties),
2. death, bodily injury, illness, disease, worker’s compensation, loss of scrvices, 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.

PD. Contractor shall not be obligated under this scction 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.

FE. The Contractor shall, at ils 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 dcath 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.

east $1,000,000 pemoccurrence for bod jury, personal thjury an

€ provide motor vehidle insurance for ahy owned or
ilyN,
olicy shall name the~City and its officcrs;agents, employees and

G. The Contractor shall, at its own expense, maintain workers compensation weer in accordance a7)
with aris wore by Now Hampshire law. Cs wenger. te Ye Cadrecfer shall UGE 7
SUC Dw ree. bee all hod ondcecmotI hub for tar tice ewes oF the &
H. The Contractor shall, at its option, provide insurance on any non-City owned or donated
equipment.

I. The Contractor shaJl provide a Certificate of Insurance with the types and amounts of
coverage required herein within fourtcen (14) 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 Deshais

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

= 2}

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. ;

LLC hewberslip
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
coe oaovet, Cuby Chad be. habla. Tor payee fee, ct
SECTION 22. MODIFICATIONS. co nes pendurel! by Canbractor up tec ous & date inchek
Lecramacbion. lends ith doy cu tejexpenres ond) bethacd!
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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DocuSign Envelope ID: 6BE73965-BAEF-4791 -B930-DABA9714DC55

1.2.

‘& DARKTRACE

“Offering” means collectively the Appliance(s), Software, Services and the Documentation;

“Open Source Software” means third party software that Darktrace distributes with the Software pursuant to a licence that
requires, as a condition of use, modification or distribution of such software, that the software or other software combined
and/or distributed with it be: (i) disclosed or distributed in source code form; (ii) licensed for the purpose of making derivative
works; (iii) redistributable at no charge; or (iv) redistributable but subject to other limitations;

“Product Order Form” has the meaning set forth in the introductory paragraphs;

“Personal Data” means, generally, information relating to an identified or identifiable natural person, or other regulated
data types as defined by applicable Data Privacy Laws;

“S ervices” means the Darktrace Support Services, and any Installation Services, training or professional services which may
be provided by Darktrace as specified in the Product Order Form;

“Support Service Options” means the optional support services, if any, as specified in the Product Order Form and further
described in the Support Services Data Sheet;

“Site(s)” means the Customer’s business location or its datacentre at the locations described in a Product Order Form;

“Software” means the Darktrace and the Third Party Software (in object code form) delivered to Customer as part of the
Offering or ona standalone basis, together with all enhancements, error corrections, and/or updates which are generally
made available by Darktrace as part of the Offering. The GPL Software does not form part of the Software and is licensed
to Customer and the Customer Affiliates directly on the terms of the applicable licences, provided that the GPL Software will
nevertheless be deemed to form part of the Software for the purposes of the Support Services, such that Darktrace will
support it as if it were part of the Software;

“Standard Support Services” means the standard support services provided by Darktrace as set out in the Darktrace Support
Services Data Sheet;

“Support Services Data Sheet” means the Documentation describing the terms of the Support Services.

“Third Party Licensors” means the suppliers of the Third Party Software to Darktrace; and

“Third Party Software” means: (i) any software or other technology that is licensed to Darktrace from Third Party Licensors for
the purpose of making the Offering available commercially; and (ii) Open Source Software.

Construction. In this Agreement (except where the context otherwise requires):

1.2.1. any reference to a clause or schedule is to the relevant clause or schedule of or to this Agreement and any reference
to a paragraph is to the relevant paragraph of the clause or schedule in which it appears;

1.2.2. the index and clause headings are included for convenience only and will not affect the interpretation of this Agreement;
1.2.3. use of the singular willinclude the plural and vice versa;
1.2.4. use of any gender will include any other gender;

1.2.5. any reference to persons includes natural persons, firms, partnerships, companies, corporations, associations,
organisations, governments, foundations and trust (in each case whether or not having separate legal personality);

mat yo

1.2.6. any phrase introduced by the terms “including”, “include”, “in particular’ or any similar expression will be construed as
illustrative and will not limit the sense of the words preceding those terms;

1.2.7. any reference to any other document is a reference to that other document as amended, varied, supplemented, or
novated (in each case, other than in breach of the provisions of this Agreement) at any time.

V01.04.2020 MCA SHRINKWRAP 12

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

-23-

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
4

By:
Purchasing Office
City of Nashua

24

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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