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Contractor. The Contract Manager shall give Contractor notice in writing of its decision to suspend
funding. Such notice shall be given by certified mail return receipt 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 within (thirty) 30 working days,
ot absent any type of agreement to remedy the default the City may terminate this contract under section
21 below, or exercise such other remedies 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:
1. fails to cure a default as noted in section 20;
2. materially breaches any provision of this contract;
3. is ina financial condition that endangers the performance of this contract;

4. is delinquent, in payment of taxes or of costs of performance of this contract in the ordinary
course of business.

B. Either party may terminate this contract for convenience by giving at least sixty (60) calendar day
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
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 outstanding 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, encumbrances or obligations whatsoever, incurred after the date
Contractor receives notice of termination. However, City shall be liable for payment for services
rendered by Contractor up through and including termination along with any costs/expenses owed
to third parties through termination date. Failure to terminate outstanding orders or subcontracts
relating to the performance of this contract is a material breach of this contract.

SECTION 22. MODIFICATIONS.
The contract can be modified or amended only in writing and signed by both parties. No pre-printed or

similar terms on any Contractor invoice, order or other document shall have any force or effect to change
the terms, covenants, and conditions of the contract.

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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 hereunder 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 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
February 24, 2022, attached hereto as Exhibit C, 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. DISPUTE RESOLUTION.

If a dispute arises out of or relates to the contract, or the breach thereof, the parties agree 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 seek 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 shall include, at a mimimum, 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. This contract shall be interpreted under
the laws of the State of New Hampshire and venue to be the Hillsborough County Superior Court absent
a judicial issue requiring venue with the Federal District Court.

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 is brought by any person(s),
or entity against the Contractor, Contractor shall deliver copies of such to the Purchasing Manager within
twenty four (24) hours after receipt.

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
property,

C. any reorganization, or liquidation proceedings by or against the Contractor; and

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D. the filing of any lien or attachment against any property or bank account of Contractor

E. the filing of any other legal cause of action directly relating to the services 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 empowered to execute this Contract, that Contractor has taken all action necessary to
approve this Contract, and that this Contract ts 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 set 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 affect the remaining portions of this Contract, this being the
intent of the Parties in entering into this transaction; and all provisions of this agreement are declared to
be severable for this purpose.

SECTION 32. NON-WAIVER OF PERFORMANCE.

In 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 remedies 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 existing 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.

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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, statement,
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 i) the parties agree to carry out their
obligations hereunder 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 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 January 28, 2022, attached hereto as Exhibit D, 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.

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
parties agree 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:

The Contractor City of Nashua, Administrative Services
BRBTV, LLC ATTN: Kimberly Kleiner

Robert Bartis Director of Administrative Services

102 Amherst Street 229 Main Street — City Hall

Nashua, NH 03064 Nashua, NH 03060

City of Nashua, PEG Program Dept.
ATTN: PEG Program Manager

229 Main Street
Nashua, NH 03060
IN WITNESS WHEREOF, the undersigned have executed this Contract by their duly authorized
representatives as of the day of. 2022
CONTRACTOR: CITY OF NASHUA:
By: 7 . By:
Title Hon. James Donchess
Contractor Representative as authorized Mayor, City of Nashua

in its capacity as a member of the LLC

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Appendix A
City Owned Equipment List

QTY | LOCATION DESCRIPTION MODEL #
1 Office Approx 8'x10’ office space
Lobby XEROX All in one Laser Printer Phaser 6100

SHARED 30x40 STUDIO SPACE Including:

3 Studio Solid state recording camcorder JVCGY-HM700L17
3 Studio camera AC adaptor with power cables IDX IA6GOA + cords
3 Studio ¥ power cable for monitor + HM700 JVC VC¥Y250US
3 Studio Tripod mounting plate JVC KASS1U
3 Studio 7-inc Color Viewfinder SWIT
3 Studio Camera Mounted Telepromter Various
3 Studio 100’ coaxial cable for HD-SDI from camera {x3) Belden 1694F
2 Studio Tripod/ head/ML spreader Manfrotto 516,5458K
3 Studio Colly(wheels) Manfrotto 114MV
2 Studio 2nd pan handle Manfrotto 3460HK
3 Studia Rear focus control JVC HZ-FM13U
3 Studio Rear zoom control! JVC HZ-Z513U
6 Studio Broadcast Microphone-black Shure VP64AL
4 Studio Wireless lavaliere mics SONY
1 Studio Smartfade 24 Channel DMX Dimmer Control Console SmartFade 2496
2 Studio 2202 IFR BLUE/GREY/Chroma Green VELOUR CURTAINS 1 EA 0.00 0.00 | Studio Curtains
11.3"H X 40°W
5 Studio Lights-VIDESSENCE 220W 4-LAMP POWER KEY W/PHASE DIM, LAMPS/ | P220-4558X-D
CLAMP
9 Studio Lights-VIDESSENCE 110W 2-LAMP POWER KEY W/PHASE DIM,LAMPS | P110-25S5BX-P
/CLAMP
5 Studio Lights-VIDESSENCE 4-LAMP POWER KEY - 4-way barn door BD-P220
9 Studio Lights-VIDESSENCE 2-LAMP POWER KEY Zone Control Key Z5-P110-W
6 Studio Lights-S75W 115V MED 2P GE #88438 HPLS75-GE
2 Studio/Conf Room | Lights-Videssence Softkey 110W 2-Lamp Ceiling Fixture, non-dimm $K110-255BX
2 Studio/Conf Room | Lights-Videssence Softkey 110W 2-Lamp Zone Control Screen- White | ZS-SK110-W-W
2 Studio/Conf Room | Lights - Videssence Softwash 55W I-Lamp ceiling fixture SW055-155BX
4 Studio/Conf Room | 47" LCD monitor VISIO VL470M 47”
SHARED CONTROL ROOM EQUIPMENT:
1 Studio/Control Two channel master intercom station Telex MS2002
Room
1 Studio/Controi Gooseneck mic for above station Telex MCP90-12
Room
6 Studio/Contral One channel standard belt pack Telex BP1002
Room
6 Studio/Control Single MUFF headset/mic Telex PH-1
Room

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QTY | LOCATION DESCRIPTION MODEL #
3 Studio/Control IFB receiver and ear plugs Telex IFB1000
Room

3 Control Room desk with overbridge Middle Atlantic MDV-
DSK

1 Control Room Mini DV, DVD, HD combo player/recorder JVC SR-DVM600

1 Controt Room Rack mount kit Middle Atlantic RSH-4S

1 Central Reom 8X8 video + stereo audio matrix switcher Ocean Matrix-SW&X8NT

Control Room IPod integration dock 1 Marantz 18201

1 Control Room Newtek Production switcher + wireless keyboard NEWTEK Tricaster 8000

1 Control Room Newtek Talkshow SKYPE Integration Unit Newtek VS-100

2 Contral Room 40" LCD 1080P panel for SWITCHER + Mount {x2} Samsung LN40B500

2 Control Room 22" LCD monitor plus VGA DA Samsung 2243SWX/DA

1 Control Room 1S" CRT program + VTR preview monitor JVC TMH150CGU

1 Control Room J¥C13" Color Monitor TM-A130SU

1 Control Room 16 Channel audio console Mackie 1604-VLZ3

1 Control Room 100ft 9 XLR fan to box snake Whirlwind MS-9-0-NR-
100

2 Control Room Contral room speakers Mackie Design MR8

1 Control Room Audio Compressor/Limiter DSP-110

1 Control Room Studio talkback amp 20 watt 70V out with 2 mic inputs Bogen C20

1 Control Reom Rack mount kit Bogen RPK35B

1 Control Reom Talkback 70V horn speaker Atlas Sound AP-15T

REMOTE/EDITING EQUIPTMENT:

1 Control Room Portable LED Lighting Kit Various

2 Control Room Lowel Portable lighting kit Lowel (Various)

2 Control Room Newtek Tricaster Mini portable Switcher/Encoder Newtek Tricaster Mini

4 Edit Bays/Lobby Viewsonic VX2433 (x4) 24' LCD Monitor
(editing)

2 Edit Bays/Lobby Custom Editing CPUs with MAGIX Vegas Pro editing software (x2} Multi-Media PC's

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Exhibit B
Scope of Work

The operation and management of a public access television organization; or the management of electronic and
online media production and cablecast equipment and use of City offered shared production facilities

The promotion and education of the public with respect to the City of Nashua’s Public Access Television services
for promoting community dialogue and communications diversity;

Prepare and report operating budgets to account for city provided funding.

The contracted Vendor's primary purpose shail be to manage and coordinate access to the City’s Public Access
Channel, and the use of related facilities and equipment by individuals, groups or institutions to the extent that
such channel, facilities and equipment are provided by the City or whose purchase is funded under contract with
the City.

Community Television Channels:

Under the 1984 Cable Act, local franchising authorities may require cable operators to set aside television channel
“access” for parties other than the cable operator to provide video programming over the cable system. The
number of available access channels varies depending on the community, its population, and needs. Cable
operators are expressly prohibited from exercising editorial control over the programming content of any Access
Channel.

The City of Nashua currently has three designated PEG access channels provided under franchise agreement with
Comcast, of which the City has allocated one for Public Access. Location of these channels on the basic tier is the
under discretion of the cable provider. The City is currently authorized to collect cable television subscriber PEG
support fees from the City’s cable television operator, Comcast of New Hampshire/Massachusetts/Ohio, under
authority of State of New Hampshire RSA Chapter 53-C. The City, authorized by federal law, assesses this cable
operator a subscriber fee per month, which is used to fund the management and operation of the community
television channels.

Under the FY2023 annual operating budget the City has allocated funds for public access television. Additional
funding may be available to the City’s selected public access television operator through grants, program
underwriting and sponsorships obtained and developed according to contractual operational guidelines as may be
set forth in the City’s Cable Franchise Agreement, and in the operating agreement that shall be negotiated with
the selected PATO. All additional revenue generated by the vendor must be used pursuant to the agreement with
the City. Additional funding may also be available under any increased funding allocation by the City in subsequent
annual operating budgets, and provided upon contract renewal.

As currently operated and defined in the City’s community television policy and procedure guidelines under
resolution R-06-54, content differentiation exists among the three channels: Government programming (GOV),
Educational programming {EDU}, and Public Access Television programming.

Objective:

To promote the public's opportunity for interactive participation through electronic media resources in the overall
community dialogue as a function of day-to-day management of cablecast and production facilities and equipment.
Another important purpose is to actively promote an awareness of this opportunity as widely as possible.

Implementation:
Responsibilities of the Vendor shall include managing the operation of the City of Nashua’s public access television
channel. This includes but is not limited to the following:

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Administration and Management:

Vi.

VIL.

Vi

An annual survey of Nashua franchise customers {local Comcast cable customers) must be performed for
evaluation use by the City, and for public dissemination. Survey method, media, and content will be
developed in collaboration with the City. This survey’s objective will be to determine among other useful
operational data:
@ demographic profile of the PEG Access audience;
e desired and undesired PEG television content preferences (by category and specifics};
e desired and undesired PEG television delivery and media preferences (by category and specifics);
e anticipated viewing times and patterns;
® potential PEG television participant interest (organizational member, volunteer, producer, etc.},
and recommended outreach methods for those individuals;
Provide to the City and CTAB and maintain a detailed plan for channel administration, oversight, and
governance, which shall include but not be limited to channel policies, soliciting, selecting and managing
cablecast content, enforcement and remedies for violations of policies, appeal of enforcement decisions.
Organize and facilitate an annual public meeting to solicit public comment on the performance of the
vendor
Assure that any Public Access Television facilities and equipment (including those that are shared with the
City’s PEG Program department and those solely provisioned for public access television} are available to
all City residents on a nondiscriminatory, non-exclusive, content-neutral basis.
Manage the public access contract, resources and funds derived from the City of Nashua.
Explore opportunities to develop and implement revenue-generating activities such as media and
commodity sales, development of sponsorships, additional sources of funding for Public Access television
such as foundation or federal or state grants. No fundraising activity shall interfere with the financial
support of Public Access Television, the shared use of the Public Access television facility and or channel
time by the users. Fundraising activities must be compliant with appropriate regulations of the Internal
Revenue Code, as it may be amended from time to time.
Using the available dedicated and shared equipment as provided in Exhibit B, develop and maintain a
production equipment plan as necessary to support operations and to supplement any dedicated or shared
equipment provided by the City
e Establish rules, procedures and guidelines for use of the Public Access Television channel,
equipment and facilities, and file such rules, procedures and guidelines and any amendments
thereto with the City.
e Schedule, monitor, and maintain editing facilities and studio in collaboration with the City’s PEG
Program department.
@ Monitor equipment and perform maintenance, in collaboration with the City’s PEG Program
department.

Collaborate with the City’s PEG Program department staff in ensuring the continuity of cablecast
operations, including:
¢ notification to PEG Program staff, as soon as practical, of any technical interruption of cablecast of
Public Access Television signal regardless of cause or source;
e collaboration with PEG Program staff to address technical issues and interruptions;
¢ collaboration with PEG Program staff to manage and provide coordinated content in the event of
a City-designated emergency event;

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

Appendix 3: Darktrace Insurance

V01.04.2020 MCA SHRINKWRAP

‘& DARKTRACE

15

maintain a log of programming that is cablecast on the Public Access Television channel, including
program/producer name, cablecast information (date/time/length, etc.), and related technical
issues. This log will be retained and made available to the City for a minimum of three (3) years;
assist in providing permanent storage in digital form of selected materials produced or cablecast,
ensuring that the content is machine searchable by criteria such as date, title, producer, and
keywords;

provide and maintain a system to ensure the protection of all loaned or City owned property,
including establishing a system of non-removable identity tags on all equipment, an inventory log
of all such equipment including location and check-in/checkout procedures.

PRODUCTION TRAINING, FACILITIES, PROGRAMMING AND TECHNICAL SERVICES
Educate/train community members, and provide technical assistance in the pre-production, production,
and post-production of non-commercial television programs

Ih.

Create and provide training curriculum for various levels of video and cable related multimedia
proficiency.

Develop outreach programs to invalve youth and others in video and cable related multimedia
training and production,

Develop outreach programs and provide production assistance to promote Nashua’s art, history
and music culture and to help showcase local participants, and stimulate related economic
development.

Provide instruction in the use of production and post-production equipment and related skills
training.

Promote the importance of production quality in public access programming and enforce
production standards.

Develop and implement programs to facilitate use of public access by financially and physically
disadvantaged citizens to the extent required by the Americans with Disabilities Act (ADA) and
Federal Communications Commission (FCC) regulations.

Provide equitable channel availability to all segments of the community.

Programming shall be provided seven (7) days a week.

Schedule and promote programming produced by non-profit and community organizations
Establish and follow a “local content" benchmark, i.e., a minimum percentage of cablecast
programming produced by Nashua residents.

Provide in studio programming produced by BRBTV to include interviews, documentaries and
additional content of locai interest.

Coverage of the following City sponsored events: Nashua Memorial Oay Parade, Fourth of July
Fireworks, Summer Fun Festival, Nashua Arts Walk, Nashua Veterans Day Parade, Winter Holiday
Stroll.

Coverage of the following Community organization sponsored events: Performance Arts Center
Events, Nashua Historical and Cultura! Events, Community Awards Events

Continue the broadcasting of content provided by various civic and religious organizations as
warranted by viewer interest.

Provide effective operational studio management.

In studio presence will be shared between three BRBTV managers to include a studio
board/camera operator and manager during posted scheduled hours for recording hosted
programs, scheduling programs using an automated scheduler, accepting submittals and
managing equipment loans to Nashua residents.

Editing and review of submitted programs will be performed by BRBTV program editors.

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