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

SECTION 13. WORKFORCE.

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

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

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

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

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

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

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

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

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

SECTION 17. INDEPENDENT CONTRACTOR.

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

SECTION 18. SUBCONTRACTING.

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

SECTION 19. CONTRACTOR CHANGES.

Contractor shall notify the Contract Manager of any change in the Contractor’s LLC membership, within
ten (10) working days of its occurrence. Contractor shall notify Contract Manager of any change in
Contractor’s corporate structure, or any Board of Director resolution affecting performance of this
Contract, within ten (10) working days of its occurrence.

SECTION 20. SUSPENSION OF FUNDING.

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

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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,
or 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. isina 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 1) 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 minimum, 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 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.

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 11) 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: 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 Allin one Laser Printer Phaser 6100

SHARED 30x40 STUDIO SPACE Including:

3 Studio Solid state recording camcorder JVCGY-HM/700L17

3 Studio camera AC adaptor with power cables IDX IA60A + cords

3 Studio Y power cable for monitor + HM700 JVC VCY250US

3 Studio Tripod mounting plate JVC KA551U

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 516,545BK

3 Studio Dolly(wheels} Manfrotto 114MV

2 Studio 2nd pan handle Manfrotto 3460HK

3 Studio Rear focus control JVC HZ-FM13U

3 Studio Rear zoom control JVC HZ-2S13U

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 220z 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/ | P220-455BX-D
CLAMP

9 Studio Lights-VIDESSENCE 110W 2-LAMP POWER KEY W/PHASE DIM,LAMPS | P110-255BX-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 ZS-P110-W

6 Studio Lights-575W 115V MED 2P GE #88438 HPL575-GE

2 Studio/Conf Room | Lights-Videssence Softkey 110W 2-Lamp Ceiling Fixture, non-dimm SK110-255BX

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 |-Lamp ceiling fixture SW055-155BX

4 Studio/Conf Room | 47" LCD monitor VISIO VL470M 47”

SHARED CONTROL ROOM EQ!

UIPMENT:

1 Studio/Control Two channel master intercom station Telex MS2002
Room

1 Studio/Control Gooseneck mic for above station Telex MCP90-12
Room

6 Studio/Control 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 Control Room Rack mount kit Middle Atlantic RSH-4S
1 Control Room 8X8 video + stereo audio matrix switcher Ocean Matrix-SW8X8NT
Control Room IPod integration dock 1 Marantz IS201
1 Control Room Newtek Production switcher + wireless keyboard NEWTEK Tricaster 8000
1 Control Room Newtek Talkshow SKYPE Integration Unit Newtek VS-100
2 Control 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 15" CRT program + VTR preview monitor JVC TMH150CGU
1 Control Room J¥VC13" 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 Control 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 Room Rack mount kit Bogen RPK35B
1 Control Room Talkback 70V horn speaker Atlas Sound AP-15T

REMOTE/EDITING EQUIPTME

NT:

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 shall 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.

VII.

VIII.

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:
e 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;
e 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.
e 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:
e 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;
e collaboration with PEG Program staff to manage and provide coordinated content in the event of
a City-designated emergency event;

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