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

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

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

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

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

SECTION 2. DEFINITIONS.

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

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

CTAB means the City’s Cable Television Advisory Board.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

c, City’s community television 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, etc.)

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

Contractor agrees to fully, faithfully and timely perform all of the activities and services set
forth in the work plan (“Scope of Work”) and budget attached to this contract and fully
incorporated herein as Exhibit “B”. 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 including but not
limited to training, programming, production of special events 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 control over Contractor or Contractor’s decisions regarding management, operation 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 (e.g. plumbing repairs, structural repairs, roof repairs, HVAC
repairs, trash pickup, road and landscape maintenance as necessary) of the facility.
Contractor and its employees and agents shall use and maintain the facilities and equipment in
a safe, secure and workmanlike manner.

Subject to the availability of appropriated funds, for which the City’s Contract Manager shall
seek 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 A, 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 security risks.

b. With respect to the Inventory referenced in Appendix A, and all video or other equipment,
office furniture, computers, office equipment, and telephones acquired after the execution
date of this contract and used by Contractor in the performance of its mission to operate
and manage the public access television resource (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 {e.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

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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, editing 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 advisable, 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 equipment is needed. Contractor shall be responsible for
maintaining any equipment Contractor voluntarily acquires on its own initiative for
equipment above and beyond the equipment provided by the City and/or cable company.

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

5. Contractor will not knowingly permit (and will 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 material,
subject to and in accordance with applicable law regarding what constitutes unlawful
programming and the due process that may be applicable with respect to limitations,
restrictions, prohibitions, remedies, sanctions, settlement agreements and other dispositions
regarding such programming.

a. Contractor shall make good faith efforts 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 liabilities for defamation, copyright
violation and other possible liabilities, and in such form the producer(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.

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6.

10.

The public access 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 S.Ct. 2374 (1996); therefore in enforcing this provision, Contractor will follow
procedures which are legally 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 qualified producers who have
completed all necessary training and whose skills and knowledge meet minimum criteria
established by the Contractor, approved on a content-neutral, nondiscriminatory basis.
Contractor shall, in general, provide equipment 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 make use of the facilities 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 cable-related 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 quantities of goods received agree with the invoice before payment is processed.

c. 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).

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

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

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11. 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 legal proceeding
regarding this Agreement, whichever is later.

12. Contractor shall design and implement internal controls to provide reasonable assurance of
compliance with contractual obligations, to safeguard assets of the Contractor and assets of the
City, and to ensure that processes and reports are in compliance with generally accepted
accounting principles. Such controls should be implemented in a cost effective manner.

C. Production Training and Programming

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.

b.

create and provide training curriculum for various levels of television production
proficiency;

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.

further to the Contractor’s training activities, Contractor understands and agrees 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 is 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.

2. Curricula and other training programs and training activities mentioned above shall be
described in the annual Work Plan and identify measurable criteria that are agreed upon by the
parties and that insures the work in these areas meets or exceeds current standards and
practices generally accepted in the field of public access television.

3. Contractor Production of Programming

a.

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

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

‘& DARKTRACE

Appendix 2: Data Processing Agreement

1. DEFINITIONS. For the purposes of this DPA, the terms defined in this Appendix shall have the meanings as set forth in the
Agreement. Any terms not specifically defined by this DPA or the Agreement shall have the meaning given by GDPR.

2. SUBJECT MATTER OF THE DATA PROCESSING AGREEMENT
2.1 This Data Processing Agreement (“DPA”) applies to the processing of Customer Personal Data under the Agreement.
2.2 Customer will be the Data Controller and Darktrace will be the Data Processor as defined under GDPR. Each Party agrees

that it shall comply with its obligations as a Data Controller and a Data Processor, respectively under the Data Privacy Laws
in exercising its rights and performing its obligations under this Agreement.
2.3 This DPA is an Appendix to the Agreement.

3. NATURE AND PURPOSE OF PROCESSING REGULATED DATA
3.1 The Data Processor shall process Personal Data in order to provide the Support Services as set forth in the Support
Services Datasheet.
3.2 In the event that the Data Controller has purchased Antigena Email, the additional data protection provisions of the

Antigena Email Schedule shall apply and be incorporated into this DPA.

4. TYPES AND CATEGORIES OF PERSONAL DATA
4.1 Categories of Data Subjects.
- Employees including volunteers, agents, temporary workers, independent contractors;
- Contractors

- Customer clients, prospects

- Suppliers, vendors

- Advisors, consultants and other professional experts

- Customer officers, directors

- And any other categories of Data Subjects that may be contained in the Data Controller's network.
4.2 Types of Personal Data:

- IP addresses

- Host names

- File names

- Email addresses

- And any other types of Personal Data that may be contained in the Data Controller's network.

5. RIGHTS AND OBLIGATIONS OF THE CONTROLLER
5.1 The Data Controller hereby instructs the Data Processor to take such steps in the processing of Personal Data as are
reasonably necessary for the performance of the Data Processor’ s obligations under the Agreement, and agrees that such
instructions, comprising the terms of this DPA and the Agreement, constitute its full and complete instructions as to the
means by which Personal Data shall be processed by the Data Processor.

6. RIGHTS AND OBLIGATIONS OF THE PROCESSOR
6.1 The Data Processor shall only process Personal Data in accordance with the Data Controller’s written instruction as
specified herein and shall not use Personal Data except to deliver the Offering and the Services as instructed by the
Agreement, unless such processing is required by law to which the Data Processor is subject, in which case the Data
Processor shall, to the extent permitted by law, inform the Data Controller of that legal requirement prior to carrying
out the applicable processing.

6.2 The Data Processor shall immediately inform the Data Controller if, in the Data Processor’s reasonable opinion, an
instruction from the Data Controller infringes the Data Privacy Laws.
6.3 The Data Processor shall not transfer Personal Data outside the European Economic Area (“EEA”) without the prior

written consent of the Data Controller and not without procuring provision of adequate safeguards (as defined by the
European Commission from time to time);

6.4 In the event that the UK ceases to be a member of the European Union or ceases to be considered by the European
Commission to be an adequate country pursuant to Article 45 of GDPR, then the parties agree that Darktrace shall apply
the EU Model Clauses as set out at hittps://www.darktrace.com/en/resources/legal-customer-model-clauses.pdf, to
any relevant transfer of data and such EU Model Clauses shall be deemed incorporated from the date of first transfer.

6.5 The Data Processor shall take reasonable steps to ensure the reliability of its agents and employees who have access to
any Personal Data.

V01.04.2020 MCA SHRINKWRAP 13

b.

Nashua Art Walk
Nashua Veterans Day Parade
Nashua Holiday Stroll

Survey to facilitate Contractor production of local programming material:

To facilitate Contractor 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 programming
interests. Contractor staff will be guided by such survey results in prioritizing subjects for
staff-produced local programming in accordance with the above. Contractor production
of programming consistent with interests identified in the Survey shall be a priority
hereunder, consistent with Contractor retaining control over programming production
activities and decisions.

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

In addition to producing programming as indicated in above; and in addition to cablecasting
of programming produced by public access producers tn accordance with the terms hereof,
the Contractor 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.

D. Development and Implementation of Non-City Revenue-Generating Activities

Contractor shall explore the opportunity to pursue, develop and implement non-City revenue
generating activities, which may include, but not be limited to:

a.
b.

é.

identifying grant opportunities and applying for grant funding;

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

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

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

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

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 areas meet 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, including 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.

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3. The Contractor recognizes that the City highly discourages any revenue enhancing effort that
relies in whole or in part on establishment of or an increase in existing user fees for access
courses and programs.

E. Development and Implementation of an Operations Development Plan

Contractor shall: develop a multi-year phased plan as necessary to support and expand 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 tn estimating the
approximate funds necessary annually to support and expand ongoing operations, and to meet
objectives including:

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

b. increasing constituent 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. Budget Preparation and Submission

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 14 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 needed} to
Contractor within twenty-one (21) business days of receipt of the proposed budget, or notification of
the necessity of an extension for review and comment by other City staff or agents.

Within 90 days following the beginning of the Contractor’s fiscal year, the approved budget adopted
by the Contractor 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.

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. Budget monitoring and procedures

Contractor shall compare actual expenditures to budgeted amounts for Operating Funds on at least
a quarterly basis. This comparison should identify budget

9|/Page

variances, which shall be investigated and reported, and corrective actions taken, as well as
preparation of projections of annual expenditures in order to anticipate areas of shortfall or
surpluses expected at year end.

. Quarterly Activity Report.

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 each channel, including:
a. new programming produced using City facilities or equipment, including original
and repeated playback;
b. events, programs and any other form of community announcements including bulletin
board slides;
3. a report 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.

. Annual Report
Contractor shall file no later than the sixtieth (60th) day after the close of the fiscal year an annual
report containing, at a minimum:

|. the Contractor’s organizational chart, listing LLC Members and staff by function;

2. the number of people employed by Contractor, both full and part-time/number of independent

contractors;

an annual inventory summary;

a summary of quarterly programming source & hours;

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 levied upon producers & users if
any);

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

bo

7. acopy of the complaint and appeal procedures used 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. the number and types of persons using the Facilities, 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. a copy 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(see Section 3.C.3.b), which shall include
but not be limited to demographic information and customer satisfaction; survey instrument

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