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or entity against the Contractor, Contractor shall deliver copies of such to the Purchasing Manager
within twenty four (24) hours after reccipt.

SECTION 26. OTHER NOTICES.

Contractor shall notify the Purchasing Manager within two (2) working days, by providing the copies of
documents concerning:

Contractor filing for relief under the Bankruptcy Code;

the appointment of a trustee, receiver or liquidator for all or a substantial part of the Contractor’s
property,

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

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

the filing of any other legal cause of action directly relating to the services funded or provided
under this agreement

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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 is a lawful and binding obligation of Contractor.

SECTION 31. SEVERABILITY OF PROVISIONS.

If any provision of this Contract, or its application to any person or 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.

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SECTION 32. NON-WAITVER 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 cxpress 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.

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 hercin by reference; and ii) Contractor shall also be bound by any commitments
in its reply to the City’s Request for Proposal dated XXX, attached hereto as Exhibit XXXX, and said
reply to the RFP shall be incorporated 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 partics 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:

TheContractor CityofNashua,AdministrativeServices
Contractor Name ATIN: Kimberly Kleiner

Executive Director Name Director of Administrative Services
Strect Address 229 Main Street — City Hall

City, State and Zipcode Nashua, NH 03060

CityofNashua.PEGProgramDept.
ATTN: PEG Program Manager
229 Main Street — IT Division
Nashua, NIT 03060

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IN WITNESS WHEREOF, the undersigned have executed this Contract by their duly authorized
representatives as of the day of ,

CONTRACTOR: CITY OF NASHUA:
By: By:

Trtle: Hon. James Donchess
Contractor Represcntative-as-authorized Mayor, City of Nashua
by-its Board-of Directors- VW AG

Ca. wut as & Meaubher aE Hike. C
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By:
Purchasing Office
City of Nashua

94.

Agreement between City of Nashua and BRBTV LLC. for
Public Access Television Operations and Management Services

This Contract is between the City of Nashua, a New Hampshire municipality, (“City”), in its capacity as
cable television franchising authority pursuant to 47 United States Code 522(10) and 531, and (BRBTV,
LLC.), a limited liability company (“Contractor”). Contractor shall operate, manage and coordinate the
use of the City’s public access television channel, including designated equipment and facilities on a
nondiscriminatory, content-neutral, non-commercial basis subject to lawful scheduling and other
customary or lawful operating and programming guidelines as may be implemented by the Contractor in
accordance with applicable law.

Payments in the form of access support grants received under franchise agreements with the local cable
television system operator(s) are the sole source of City funding for the payment to Contractor under this
contract. As a conditioned precedent to the effectiveness of this contract, the City Board of Aldermen
must approve or must have previously approved the expenditure of these funds each budget year pursuant
to this Agreement. Contractor acknowledges that any City payments are subject to municipal finance
procedures and timetables as may be required by the City

NOW, THEREFORE, the parties, in consideration of the premises and the mutual covenants herein
contained, and intending to be legally bound, agree as follows:

SECTION 1. TERM.

A. The initial term of this contract begins on, July 1 2022, and ends June 30, 2025. Each contract year
shall be contingent upon Board of Aldermen approved funding. The City and Contractor may by
mutual written agreement extend the term of the contract, with each term extension being one year,
unless an alternate term extension is agreed to in writing. This contract may not renew beyond
the final termination date of June 30, 2027 without review and approval of a new and revised
agreement by the Board of Aldermen, the Mayor, the Cable Television Advisory Board, and the
City PEG Program management.

B. If this contract is not extended, or is terminated prior to the City negotiating and executing a new
agreement with Contractor or some other provider of public access management services, the City
at its sole discretion may request Contractor, and Contractor agrees, to hold over and continue
providing services under the terms and conditions contained in this contract until the City has
negotiated and executed a new contract with Contractor or some other provider of public access
management services for up to one-hundred and eighty (180) days, unless a longer time period is
mutually agreed upon by the parties in writing.

1. Ahold over request by the City must be made to the Contractor in writing, no fewer than
thirty (30) days prior to the contract termination date unless the Contractor agrees to a
shorter hold over request notice period.

2. Ifthe contract is being terminated due to default, any hold over request shall be included
in the notice of default.

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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 1s 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 Agreement, 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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