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BOARD OF DIRECTORS means the group of individuals appointed and/or elected and duly
constituted under the corporate charter and/or Articles of Incorporation or similar organizational
document, bylaws and relevant state law with authority to manage the corporate affairs of Contractor.

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

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 fon prof organization, to augment the City’s
contract funds from activities such as but not limited to-prodiicer fees, workshop fecs, 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 employces.

WORK PLAN shall have the meaning as described in section 3.C.2.

SECTION 3. CONTRACTOR OBLIGATIONS.
A. Organization pr LEO Vy Ht
a. Contractor is voreanized under the State of XXXXXX laws, subject to-the ~Articies-of

ncorporation-(and/or-similar-organizational -decument)-orr _fite--with the-appropriateState
~agency, and governed according-te- bylaws adopted and approved by its Board of Directors.

b. Contractor shall provide the City with a copy of any-proposed-revisions-to—its_corperate
~eharter-or-bylaws_a_minimum_of f Satie days-prior to-the- ge enn
qiay-be-eonsidered— Ce DF Bede a BE FOOLS ning an tit

c. Gentractor-shall supply the-CGity-with-a- sarmniall -charter_and-bylaw revisions no later-than
the tenth-(1 0th) day after the mectinig daté when the amendments were approved.

d. Contractor shall supply-the-City-with-a_current-copy_of the-cerporate bylaws, including-arry
approved-changes or-amendments; or or about July of cach-yearthe contract is-effective.

€. Contractor is an independently governed. -profit cerperation: 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. Notwithstanding the-foregoing, Contractor has been “authorized-

~by_its-Board_of Directors to amend its_corperate-decuments to include-nottess-than-two—
“tesidents of the City.of Nashua,and-as-approved-by Contractor's Board-of Directors, to serve
mh maciisienail ‘s-Beard-of Direetors for the-duration-of this contract.__

ctor, (the “Board”) sh
d shall have at least t

ber of hours to be worked b
Lrcousyebireaan on the services provided un er this agreement.__—— —— ———

B. ManagementandOperationofCity’sPublicAccessTelevisionFacilitiesandEquipment,Contract
FundsandOtherResoureesProvidedbyCity

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

b. City’s shared community television production facility, located at 9 Riverside Street,
with production areas, editing facilitics 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, ctc.)

e. All other video equipment, office furniture, computers, office equipment, and telephones
found in these facilities and identified on Appendix “XXX” (“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 “XXX”. 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,
opcration 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.z. 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
seck Icgislative approval, City shall provide maintenance and repairs or when necessary
replacement, as and when reasonably requested by Contractor of the property noted in
Appendix XXX., 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 XXX, 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 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 cquipment is needed. Contractor
shall be responsible for maintaining any equipment Contractor voluntarily acquires on its
own initiative for cquipment 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
employce, agent, contractor or invitee of Contractor, or any producer or other user of facilities.

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 matcrial,
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 Hiabilities for

Li.

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.

The public acecss channels are not intended to be a public foram, 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 Consortiumi,
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 S8.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 facilitics 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 channcl time by the users.

Contractor shall adopt and follow proper accounting, procurement and employment policics
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)

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).

Qo.

2.

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.

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.

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. ProductionTrainingandProeramming

2.

3

GL

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

b. make training available to financially and physically disadvantaged citizens, including
the use of fee discounts, if applicable;

c. enter industry and community awards competitions as appropriate and feasible.

d. 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.

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.

kh
Ateess-Corporation Production of Programming

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

Cc.

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

Nashua Memorial Day Parade
Fourth of July

Summer Fun

Nashua Art Walk

Nashua Veterans Day Parade
Nashua Holiday Stroll

Survey to facilitate AccessCorperation_G.c. Contractor) production of local programming
material: ys ckroker

To facilitate A¢cess” =Corpeestion 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. Aceess-Corporation staff \ will be guided by such survey results
in prioritizing subjects for staff-produced local programming in accordance with the
above. Access_Corporation production of programming consistent with interests
identified in the Survey shall be a priority hereunder, consistent with Accss-Corporation
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 in accordance with
the terms hereof, the es rporation may import non-local, non-commercial
programming and sponsor cablecasting of same on the public access channel, if and
when additional programming material is beneficial for programming purposes.
Although the Contractor shall retain control over its own programming decisions,
Contractor will make good faith efforts to import such non-commercial programming
that relates to issues of interest identified in the community surveys implemented
under paragraph (b) above.

E. a oo <r

1.

op plore the x cepertuacty tp

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

a.

b.

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.

e,

2. Specific goals and benchmarks to measure success shall be established by the City subject to
consultation with the Contractor and agreed upon by both parties, and shall be such that the
work in these areas mect or exceed current standards and practices generally accepted in the
field of public access television and shall] at least show goals and benchmarks for the major
public access television outputs, 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.

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

courses and programs.

DevelopmentandImplementationofanOperationsDevelopmentPlan

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 in 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.

BudgetPreparationandSubmission

Contractor shall be accountable to the Contract Manager and shall at all times maintain full, accurate
and current records documenting the level of Contractor’s services provided under this contract.
The Contract Manager may change the reporting schedule with 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 necded) 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 Access Corporation board must be submitted to the Contract Manager. As stated in Section 4
— Reporting Requirements, City shall receive as part of the reports submitted by Contractor, a
reconciled report of actual expenditures from the previous fiscal year.

-10-

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

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

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

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

ashua CTV with a‘Board of Director’s Soin i ‘than

roved minutes shall
ay after the Board meetingwwhere the minutes

= Oe eee ee
i

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

report containing, at a minimum: .
LEC ;
1. the Contractor’s organizational chart, listing Board Members, cxecutive-officers, and staff by

function; Paes albees f
2. the number of people employed by Contractor, both full and parcsime/ Ninbyy gh rblepenblend
an annual inventory summary; Conbractort

4. asummary of quarterly programming source & hours;

a

-ll-

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;

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. acopyof 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. acopy of equipment maintenance logs;

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

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

F. AnnualFinancialStatement
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 or tox aturn fic LL |
1. a reviewed “or~audited—finaneial statement”as prepared for the Internal Revenue Service.
Review orAudit shall be prepared by piled EN a9 Certified Public Accountant according
: we a _Contrudcres
to generally accepted accounting principles;
nt-tetter-stould specify that PEG Program Department willtecei o-CORIES
of review/audit, which the auditor will send to City; \
3. theauditor’s management or audit letter and any other report or’
any internal control violations wete. discovered; ,; \
4, the auditdr’s recommendations, if anyon improving operational management and control; he \
5. adescription o€the Contractor’s plan for promptly implementing the Auditor’s ccommendations,
if any, or timel~correcting deficicncics discdvered by the Auditor; \
6. the anticipated startand completion date for implementing the Contractor’s plan; and.

cument describing hetheh

7. a presentation by t “Directors on the auditor’s findings,
recommendations, and any other information deemed suitable by the auditor. =

SECTION 5. CITY OBLIGATIONS.

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