Board Of Aldermen

completing the work exceeds the remaining unpaid total revenue of the total compensation
provided under this Agreement, then the Contractor shall pay the City of Nashua the
amount of the reasonable excess.

(b) The remedies provided to the City of Nashua under section D, Early Termination
of Agreement and section F, Remedies for a breach by the Contractor shall not be
exclusive. The City of Nashua also shall be entitled to any other equitable and legal
remedies that are available.

(b) The City of Nashua, on thirty {30) days written notice to the Contractor, may
terminate for any reason deemed appropriate in its sole discretion.

7. ADDITIONAL AGREEMENT TERMS & CONDITIONS

Contractor will provide the City with certificates of insurance for coverage as listed below

and endorsements affecting coverage required by this Agreement within ten calendar days

after the City issues the notice of award. The City of Nashua requires thirty days written

notice of cancellation or material change in coverage. The certificates and endorsements for

each insurance policy must be signed by a person authorized by the insurer and who is

6. INSURANCE REQUIREMENTS AND INDEMNIFICATION

Contractor shall carry and maintain in effect during the performance of services under
this Agreement:

° General liability insurance in the amount of $1,000,000 per occurrence; $2,000,000
aggregate;

° Motor Vehicle Liability: $1,000,000Combined Single Limit;

*Cov i all ow -QoW i vehi

° Workers' Compensation Coverage in compliance with the State of NH Statutes,

$100,000/$500,000/$ 100,000.

special services insofar as these charges represent only the recovery of costs. The Contractor
shall provide the City with a monthly, detailed accounting of all such deductions.

g. Uncollectible Accounts: Uncollectible accounts shall be the responsibility of the Contractor.
Any uncollected amounts may be deducted from the annual gross billings so long as long as
the Minimum Guaranteed Payment amount per month has been met and satisfied.

Year 2 — Year 5 - By the fifteenth (15th) day of each month, the Contractor shall pay to the
City 1/12th of the Annual Minimum Guaranteed Payment (“MGP”) amount or the Revenue
Share Percentage (“each or together the “Revenue Payments”), whichever is the greater
amount based on gross billings, plus any other amounts due the City. Under no circumstances
shall the Contractor pay the City less than the MGP.

GENERAL PROVISIONS

. Marketing and Sales

The Contractor will perform complete advertising servicing and sales functions. The
Contractor will provide continuous sales efforts utilizing its best efforts in procuring
advertising contracts so as to maximize this source of revenue to the City. The Contractor
shall provide an explanation of marketing strategies and literature to be used to promote
advertising on a quarterly basis.

. Advertising Content and Control

3.

* To place and maintain approved advertising materials at the Nashua Transit Center.
- To place and maintain approved digital advertising materials as opportunities and
facilities arise in the future.

COMMENCEMENT AND TERM

This Agreement shall become effective as of January |, 2020 and shall remain in effect
until December 31, 2022 This Agreement may be extended for a total of two years in
one year increments upon written agreement of the parties.

TRANSIT ADVERTISEMENT PROGRAM MANAGEMENT AGREEMENT BETWEEN
THECITY OF NASHUA NH AND
FUEL MEDIA HOLDINGS

THIS AGREEMENT is made and entered into as of by and
between the CITY of Nashua, located at 229 Main Street Nashua, N.H. 03060 (the "City”)
and Fuel Media Holdings, located at 101 Marketside Ave., Suite 404-177, Ponte Vedra,
FL 32081 (the "Contractor”).

- DOCUMENTS INCORPORATED, AMENDMENT AND ENTIRE AGREEMENT: The