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Nashua Art Walk
Nashua Veterans Day Parade
Nashua Holiday Stroll

Survey to facilitate Contractor production of local programming material:

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

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

In addition to producing programming as indicated in above; and in addition to cablecasting
of programming produced by public access producers in accordance with the terms hereof,
the Contractor may import non-local, non-commercial programming and sponsor
cablecasting of same on the public access channel, if and when additional programming
material is beneficial for programming purposes. Although the Contractor shall retain
control over its own programming decisions, Contractor will make good faith efforts to
import such non-commercial programming that relates to issues of interest identified in the
community surveys implemented under paragraph (b) above.

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

1.

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

a.
b.

identifying grant opportunities and applying for grant funding;

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

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

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

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

Specific goals and benchmarks to measure success shall be established by the City subject to
consultation with the Contractor and agreed upon by both parties, and shall be such that the
work in these areas meet or exceed current standards and practices generally accepted in the
field of public access television and shall at least show goals and benchmarks for the major
public access television outputs, including but not limited to hours of programming,
programming produced by access center staff, hours of training, and number of people
involved in different activities of the public access center.

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

E. Development and Implementation of an Operations Development Plan

Contractor shall: develop a multi-year phased plan as necessary to support and expand operations
(including supplementing or expanding any dedicated or shared equipment provided by the City).
The plan should include sufficient detail to assist the City and Contractor 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;

¢. increasing public participation and involvement in public access television activities; and

d. increasing the technical quality of productions and cablecasts.

SECTION 4. REPORTING REQUIREMENTS.
A. Budget Preparation and Submission

Contractor shall be accountable to the Contract Manager and shall at all times maintain full, accurate
and current records documenting the level of Contractor’s services provided under this contract. The
Contract Manager may change the reporting schedule with 14 working days notification to the
Contractor.

At least twenty (20) days prior to the beginning of its fiscal year, Contractor shall provide Contract
Manager with a copy of its proposed budget for services under the contract, showing Contractor’s
plans for expenditure of all funds. Contract Manager shall provide comments (if needed) to
Contractor within twenty-one (21) business days of receipt of the proposed budget, or notification of
the necessity of an extension for review and comment by other City staff or agents.

Within 90 days following the beginning of the Contractor’s fiscal year, the approved budget adopted
by the Contractor board must be submitted to the Contract Manager. As stated in Section 4 — Reporting
Requirements, City shall receive as part of the reports submitted by Contractor, a reconciled report of
actual expenditures from the previous fiscal year.

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

B. Budget monitoring and procedures

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

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

. Quarterly Activity Report.

Contractor shall provide to the CTAB quarterly reports during regularly scheduled monthly public
meetings. Each quarterly report must include, at a minimum:
1. the total number of programming hours made available to the public on each channel and
through the use of other technologies such as webcasting;
2. asummary of the programming sources and hours for each channel, including:
a. new programming produced using City facilities or equipment, including original
and repeated playback;
b. events, programs and any other form of community announcements including bulletin
board slides;
3. 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.

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

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

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

contractors;

an annual inventory summary;

a summary of quarterly programming source & hours;

5. aschedule of all fees and charges levied by Contractor to the City, with the percentage change

from the previous annual report (and all fees and charges levied upon producers & users if

any);

a summary 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;

a copy of the Operations Development plan;

9. the number and types of persons using the Facilities, such as organizational or individual,
represented as totals and as percentages of the overall number of users, categorized by place
of residency (and such other categories as were used in the annual viewer survey, and in the
contract initiation survey);

10. acopy of equipment maintenance logs;

11. a list of training classes, schedules, and rates (if any);

12. the annual fundraising report, detailing all funding sources and how the funds were allocated;

13. annual survey of producers & viewing community(see Section 3.C.3.b), which shall include
but not be limited to demographic information and customer satisfaction; survey instrument

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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.

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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 1
October 1, 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 shall 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:
1. 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
facilities 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. Nomember 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: (1) 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 (11) have any personal financial interest, direct or indirect,
in this contract or the proceeds.

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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 shall 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:

1. 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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