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will be mutually agreeable 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.

E. Annual Financial Statement

No later than the ninetieth (90th) day after 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: a reviewed or audited
financial statement or tax return for Contractor as prepared for the Internal Revenue Service.
Review or Audit return shall be prepared by the contractors Certified Public Accountant according
to generally accepted accounting principles;

SECTION 5. CITY OBLIGATIONS.

A. 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.

B. Liability of City for Funding Under Contract Limited.

1. Notwithstanding any other provision of this contract, the total of all payments to be made to
Contractor under this contract shall not exceed a total of $506,800 through the end of the term,
or such other amount as City Board of Aldermen may approve (“Operating Funds”). Funding
in the amount of $175,000 is pending approval in the FY2023 operating budget of the City’s
PEG public access television account. Upon written agreement, 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.

2. 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 legislation. If for reasons beyond the City’s control, the
City does not receive payments to provide Contractor the Operating Funds agreed upon in this
contract, and necessary for Contractor’s full and complete performance under this contract,
then the City shall notify Contractor in writing no later than the twenty-first (21st) business
day after it becomes aware of such shortfall in funding. In the event of such shortfall, 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.

3. This contract does not obligate the City to remit payment from its General 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 does not apply to a hold-over period, as the Contractor shall be paid Operating Funds
during any holder-over period;

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

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

C. Network Access. A number of institutional network access points, and origination points 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
discretion and free of charge, make use of these drops in the production of live cablecast
productions, subject 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. Method of Payment

At the beginning of each 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 |, 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. Expenditure of Funds/Carry-over Funding

The Contractor shall expend funds provided by the City 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 to the City or carried over into a subsequent agreement
between the City 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 received from the City.

C. Contract Close Out

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1. Contractor shall submit a final financial report, including a final expenditure report following the
close of the time period covered by the last invoice requesting a drawdown of funds under this
agreement, to the Contract Manager not later than the sixtieth (60th) day after the termination of
this contract.

2. Upon termination of this contract, any unused funds, rebates, credits (or interest earned) 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 operations 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 exceeds 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 policies 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.

B. It is the sole responsibility of the Contractor to 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 amend these rules, procedures and guidelines as the need may arise.

C. 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 CTAB approval at least ten
(10) days prior to the date the proposed changes are to be approved by CTAB.

SECTION 8. OWNERSHIP OF PROPERTY.

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

1. 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.

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B,

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

SECTION 9. CITY AUDIT AND INSPECTION.

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

SECTION 10. PERFORMANCE REPORTS AND EVALUATIONS.

A.

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

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

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

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

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

SECTION 11. REPRESENTATIONS AND WARRANTIES.

A.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

SECTION 12. INDEMNIFICATION AND INSURANCE.

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

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

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

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

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

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

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

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

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

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

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

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

City of Nashua

Risk Management Office

Attn: Jennifer Deshaies

229 Main Street — City Hall

Nashua, New Hampshire 03060

The Contractor shall instruct its insurance agent and/or insurance carrier to require that no
insurance certificates shall be cancelled without a minimum of thirty (30) days prior written notice
to the City.

The Contractor shall not commence work under this contract until it has obtained all required
insurance and until such insurance has been approved by the City of Nashua Risk
Management Office and the Contract Manager; this contract shall be deemed voidable by the City
if proof of insurance is not submitted within thirty (30) working days of the execution of this
contract.

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

. The City reserves the right to review the insurance requirements of this section during the effective
period of the contract and to adjust required insurance coverages and their limits when deemed
necessary and prudent by the City’s Purchasing Manager based upon changes in statutory law,
court decisions, or the claims history of the industry and/or Contractor.

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

7.

8.

10.

11.

12.

‘& DARKTRACE

SECURITY

71

Taking into account the nature, scope, context and purposes of processing, the Data Processor has implemented
and will maintain the administrative, physical, technical and organisational measures as described in the Darktrace
Information Security Policy to protect any Personal Data accessed or processed by it against unauthorised or unlawful
processing or accidental loss, destruction, damage or disclosure. The parties agree that for the purposes of the
processing hereunder, the measures contained within the Darktrace Information Security Policy are appropriate, given
the nature of the data to be processed and the harm that might result from such unauthorised or unlawful processing
or accidental loss, destruction, disclosure, access or damage.

PERSONAL DATA BREACH NOTIFICATION

8.1

In the event that the Data Processor suffers a Personal Data Breach, the Data Processor shall inform the Data Controller
within twenty-four (24) hours upon learning of the same and reasonably cooperate with the Data Controller to mitigate
the effects and to minimise any damage resulting therefrom. To the extent reasonably possible, the notification to the
Data Controller shall include: (i) a description of the nature of the incident, including where possible the categories and
approximate number of data subjects concerned and the categories and approximate number of Personal Data records
concerned; (ii) the name and contact details of the Data Processor’s data protection officer or another contact point
where more information can be obtained; (iii) a description of the likely consequences of the incident; and (iv) a
description of the measures taken or proposed to be taken by the Data Processor to address the incident including,
where appropriate, measures to mitigate its possible adverse effects

SUBPROCESSORS

9.1

9.2

9.3

Save as expressly provided herein, the Data Processor will not use subprocessors for the processing of Personal Data.
For the purposes of providing Support Services alone: (i) The Data Controller hereby authorises the Data Processor to use
its affiliates specified in the Support Services Datasheet to process Personal Data (the “Affiliate Subprocessors”); (ii) The
Data Processor shall have in place with the Affiliate Subprocessors a written agreement equivalent to the terms contained
herein to protect Personal Data; and (iii) The EU Model Clauses shall apply to the extent the processing of Personal Data
by the Affiliate Subprocessors involves a transfer of Personal Data which originates in the EEA to a third country outside
of the EEA. For such purposes, the Data Controller hereby authorises the Data Processor to enter into the EU Model
Clauses with the Affiliate Subprocessors on the Data Controller’s behalf.

Save for the foregoing, the Data Processor shall not engage any subprocessors without the prior written authorisation of
the Data Controller. In the event that the Data Controller authorises the use by the Data Processor of any other
subprocessors, the Data Processor shall procure that such subprocessors enter into a written agreement containing
provisions no less stringent than this DPA.

The Data Processor shall be fully liable for any breach by the subprocessors of any data protection obligations set
out in this Clause.

ASSISTANCE WHEN HANDLING REQUESTS FROM DATA SUBJECTS

10.1

AUDIT
11.1

Taking into account the nature of processing and the information available to the Data Processor, the Data Processor will
provide reasonable support to the Data Controller: (i) in complying with any legally mandated request for access to or
correction of any Personal Data by a data subject under Chapter III GDPR (and where such request is submitted to the
Data Processor, the Data Processor will promptly notify the Data Controller of it); (ii) in responding to requests or
demands made to the Data Controller by any court or governmental authority responsible for enforcing privacy or data
protection laws; or (iii) in its preparation of a Data Protection Impact Assessment.

The Data Processor agrees to maintain ISO 27001 certification for the duration of the Term. The Data Processor will use
an external auditor to verify that its security measures meet ISO 27001 standards in accordance with the ISO certification
process. On the Data Controller's written request, and subject to appropriate confidentiality obligations, the Data
Processor will make available to the Data Controller: (i) a copy of the current certificate in relation to the ISO 27001
certification; and (ii) Information reasonably requested by the Data Controller in writing with regards to the Data
Processor’s processing of Personal Data under this DPA. The Data Controller agrees to exercise any right it may have to
conduct an audit or inspection under GDPR (or the EU Model Clauses if they apply) by requesting the foregoing
information.

RETURN/DESTRUCTION OF PERSONAL DATA

12.1

Upon termination of the Agreement, the Data Processor shall delete or return all Personal Data in accordance with the
Data Controller's written instructions.

V01.04.2020 MCA SHRINKWRAP 14

L. Equipment Insurance. The City will maintain all risk property insurance (e.g., fire, flood, disaster,
etc.) on all public access television production equipment provided for use by Contractor or
purchased with funds or funding resulting from this contract, unless the City determines that the
equipment is insured by another entity, such as a cable operator. Nothing in this section shall
abrogate the City’s and any cable franchisee’s responsibility or obligation to maintain, repair
and/or replace such equipment at City’s or cable franchisee’s own expense, as provided in section
4 of this contract, when the loss is not covered by insurance. Contractor shall be responsible for
the deductible where the City has actually made a claim under Contractors insurance policy. Any
deductible under the City’s policy shall be responsibility of the City.

SECTION 13. WORKFORCE.

A. The Contractor shall employ only orderly and competent workers, skilled in the performance of
the services that they will perform under the contract. The Contractor shall employ its Nashua
public access workers/staff as independent contractors.

B. Ifthe City or the City’s representative notifies the Contractor that any worker is incompetent,
disorderly or disobedient, has knowingly or repeatedly violated safety regulations, or was under
the influence of alcohol or drugs on the job, the Contractor shall immediately investigate
allegation and if necessary take steps to lawfully remove or suspend such worker from contract
services, and/or provide other lawful remedies and/or sanctions that are found appropriate in
light of the totality of circumstances; and if said worker is removed or suspended lawfully,
Contractor may not employ such worker again on contract services without the City’s prior
written consent, subject to applicable law.

SECTION 14. COMPLIANCE WITH APPLICABLE LAW, INCLUDING HEALTH,
SAFETY, AND ENVIRONMENTAL REGULATIONS.

The Contractor, and its respective employees, shall comply fully with all applicable federal, state, and
local laws, including but not limited to health, safety, and environmental laws, ordinances, rules and
regulations, including but not limited to those promulgated by the City and by the Occupational Safety
and Health Administration (OSHA), in the performance of the services required under this contract. In
case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and
hold the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties
and liability of every kind arising from the breach of the Contractor’s obligations under this paragraph
(collectively, “Indemnified Claims”). Notwithstanding anything to the contrary, the Contractor shall have
no liability to the City and no obligation to indemnify and hold the City harmless tf any claim, demand,
suit, action, judgment, fine, penalty or liability is caused by the City’s failure to satisfy or perform its
obligations under this contract, including the City’s promise to maintain the access facility used by
Contractor substantially in accordance with legally required regulations.

SECTION 15. POLITICAL ADVERTISING.
No funds received by the Contractor from the City or as a result of services provided under this contract,

shall be used for political advertising. Political advertising includes, but is not limited to, any
communication with the public to further the appointment, election, defeat or removal of any applicant,

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incumbent, or candidate for public office, or any communication with the public to influence the passage,
defeat or final content of any federal, state, or legislation, however, the foregoing is intended to apply to
political advertisements, and not apply to bona fide political speech. The contractor shall comply with
any and all laws applicable to 501(c) 3 nonprofits not supporting or opposing candidates or intervening in
campaigns, subject to members of the public, but not the contractor, having lawful public access rights
relative to bona fide political speech that is not advertising.

SECTION 16. RIGHTS TO PROPOSAL, CONTRACTUAL MATERIAL, AND
COPYRIGHTABLE MATERIAL.

When copyrightable documents, audio/video productions or any materials are produced by Contractor for
the purpose of providing services under this contract, the program producer and City shall have joint
ownership of any copyrighted materials and the City is hereby granted a perpetual, royalty free license to
these copyrighted materials for any municipal purpose (other than commercial exploitation) The parties
agree that the term ‘commercial exploitation’ shall not restrict City's ability to allow the public to obtain
copies of the materials upon payment of customary and reasonable duplication fees. In the event the
Contractor is the producer of a program, programs produced by the Contractor hereunder shall be deemed
works for hire in which both the Contractor and the City shall share joint copyright.

SECTION 17. INDEPENDENT CONTRACTOR.

The contract shall not be construed as creating an employer/employee relationship, a partnership, or a
joint venture. The Contractor’s services shall be those of an independent contractor as between the City
and the contractor. The Contractor agrees and understands that the contract does not grant any rights or
privileges established for employees of the City and Contractor is expected to have sufficient autonomy
with respect to implementation of details to satisfy applicable criteria with respect to being an independent
contractor.

SECTION 18. SUBCONTRACTING.

Notwithstanding Contractors disclosed use of independent contractors in its RFP proposal response,
Contractor may not subcontract for the performance of any of Contractor’s services without written
approval of the City, except for independent videography services on a case by case basis. Any purported
subcontract made in violation of this section is null and void.

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

Contractor’s corporate structure, or any Board of Director resolution affecting performance of this
Contract, within ten (10) working days of its occurrence.

SECTION 20. SUSPENSION OF FUNDING.

In the event that Contractor fails to timely and properly perform any of its obligations under this contract,
the City, without limiting any rights it may otherwise have, may withhold further payments to the

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