MEMORANDUM OF UNDERSTANDING BY AND BETWEEN THE TOWN OF CHELMSFORD, THE CHELMSFORD PUBLIC SCHOOLS AND CHELMSFORD TELEMEDIA CORPORATION

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1 MEMORANDUM OF UNDERSTANDING BY AND BETWEEN THE TOWN OF CHELMSFORD, THE CHELMSFORD PUBLIC SCHOOLS AND CHELMSFORD TELEMEDIA CORPORATION WHEREAS, the ISSUING AUTHORITY of the Town of Chelmsford has designated Chelmsford TeleMedia Corporation as the ACCESS CORPORATION for the Town of Chelmsford, pursuant to the provisions of Article 6 of the Cable License Agreement granted to Comcast of Southern New England effective April 1, 2006, through March 31, 2016, and pursuant to the provisions of Article 5 of the Cable License Agreement granted to Verizon New England effective November 1, 2009, through October 31, 2024, and WHEREAS, a Memorandum of Understanding between the ISSUING AUTHORITY and Chelmsford TeleMedia provides in part that Chelmsford TeleMedia shall be responsible for the provision of public, educational, and governmental (PEG) access facilities and equipment to the residents of the Town, and WHEREAS, Chelmsford TeleMedia wishes to secure space for its offices and studios, and WHEREAS, the Chelmsford Public Schools wishes to provide the desired space in exchange for services from Chelmsford TeleMedia, and WHEREAS, equal and open access to information is vital to a democratic society, and WHEREAS, a community has a fundamental responsibility to provide lifelong opportunities for learning to its citizens, and WHEREAS, a community has a fundamental responsibility to keep its citizens informed on public, educational, and governmental matters of local interest, NOW THEREFORE, in consideration of the mutual covenants herein contained and intending to be legally bound, the Town of Chelmsford, the Chelmsford Public Schools and Chelmsford TeleMedia Corporation agree as follows: MOU between CPS and CTM June 21, 2011 page 1 of 5

2 Section 1. Designation The Town of Chelmsford, the Chelmsford Public Schools, and Chelmsford TeleMedia Corporation establish the Chelmsford Media Center (hereafter CMC ). Section 2. Terms and Conditions 1. Consistent with Chelmsford TeleMedia s Memorandum of Understanding with the ISSUING AUTHORITY which is incorporated herein (Attachment 1), the term of this Agreement will commence on the date of signing and continue until March 31, Sixty (60) days prior to the above expiration date, the Chelmsford Public Schools, the Town of Chelmsford, and Chelmsford TeleMedia will begin negotiations for the renewal of this Agreement, unless at such time the parties agree to terminate the Agreement. 3. This Agreement runs concurrently with the agreement with the ISSUING AUTHORITY and is subject to provisions related to indemnification, nondiscrimination, termination, severability, and force majeure. Section 3. Staffing and Management CMC will be supervised by Chelmsford TeleMedia s Executive Director, who will coordinate activities among employees responsible to both Chelmsford TeleMedia, which operates the CMC, and the staff of the Chelmsford Public Schools working and producing programs in the CMC facility. The General Manager will also be responsible for all other users authorized to work in the facility and granted access by federal, state, and local laws and/or regulations. The Executive Director of Technology and Information Services shall coordinate directly with the General Manager of the CMC for media and educational access services related to the Chelmsford Public Schools. Section 4. Facilities and Equipment 1. The Chelmsford Public Schools will provide space to house the primary studio of CMC, located in the lower level of Parker Middle School. The limits are defined by the floor plan which is incorporated herein. (Attachment 2). The space is in exchange for services described in Section The Chelmsford Public Schools will provide access to a secondary studio and equipment located at Chelmsford High School (see Attachment 3) to be used as a training facility and as a backup production studio that complies with requirements of the Americans with Disabilities Act. MOU between CPS and CTM June 21, 2011 page 2 of 5

3 3. The Chelmsford Public Schools will provide building maintenance, basic utilities, and custodial service for the CMC, including the maintenance of the heating system. 4. To support the learning process for both the Chelmsford Public Schools and the community at large, Chelmsford TeleMedia will construct, staff, and maintain an interactive multi-camera studio facility with capabilities for audio bridging, interactive data and/or information distribution, and satellite downlink and distribution. 5. The Chelmsford Public Schools and Chelmsford TeleMedia will jointly provide a physical security system for the CMC. 6. The Chelmsford Public Schools will be responsible for security at the studio within Chelmsford High School. 7. Chelmsford TeleMedia will fund any renovation necessary to occupy the CMC. Such renovation will include, but not be limited to, the modification of internal walls, floors, and ceilings; the upgrade of power, lighting, and communication systems; and the installation of permanent fixtures. Such renovations will be performed with the collaboration and consent of the Chelmsford Public Schools building and facilities personnel and coordinated with the Business Office. 8. Except for equipment associated with the Town of Chelmsford s Information Network ( I- Net ) and other mutually agreed upon items, all equipment in the CMC will be owned by Chelmsford TeleMedia, as described in Section 6 of the Memorandum of Understanding with the ISSUING AUTHORITY (Attachment 1). Chelmsford TeleMedia will be solely responsible for the equipment s maintenance and/or replacement. 9. The General Manager will maintain an accurate inventory of the equipment in both studios and will coordinate their maintenance and/or replacement. 10. At the request of Chelmsford Public Schools, Chelmsford TeleMedia, upon vacating the primary studio at the Parker Middle School, will return the studio to broom-clean condition. Section 5. ACCESS CORPORATION Services Chelmsford TeleMedia shall provide services to the Chelmsford Public Schools as follows: 1. Up to One Hundred (100) hours per month of production and technical assistance, including, but not limited to: Multimedia services Video-production services Video/multimedia workshops and skill-development programs Programming assistance for educational-video programming Educational-program development and instruction Technical services for media-related equipment MOU between CPS and CTM June 21, 2011 page 3 of 5

4 2. Message-board services for and to Chelmsford Public Schools. 3. Availability of one broadband channel on the Comcast cable-subscriber network and one broadband channel on the Verizon cable-subscriber network. 4. Access to a second broadband channel on either cable-subscriber network for two-way interactive programming during school hours, as coordinated between the Executive Director of Technology and Information Services for Chelmsford Public Schools and the General Manager. 5. Access to video/multimedia equipment under Chelmsford TeleMedia s control. The parties recognize that the above-described services are part of the Educational component of the Cable System s PEG Access operation and programming. Section 6. Programming Responsibilities The Chelmsford Public Schools and/or its designee will be responsible for the content of the programming it produces and distributes. Neither the Chelmsford Public Schools nor its staff will be responsible for the programming or content of the Public or Governmental access channels, nor for the programming or content of broadcasts carried on the Educational access channel that it has not produced or sponsored. Section 7. Program Distribution Chelmsford TeleMedia, in consultation with the Chelmsford Public Schools, may contract for and distribute programming for unused capability on the Educational access channel(s) to the extent allowed under the Cable License Agreement by and between the ISSUING AUTHORITY and Comcast of Southern New England, and under the Cable License Agreement by and between the ISSUING AUTHORITY and Verizon New England. Section 8. Entire Agreement This instrument contains the entire agreement between the parties, supersedes all prior agreements or proposals except as specifically incorporated herein, and cannot be changed orally but only by any instrument in writing executed by the parties. MOU between CPS and CTM June 21, 2011 page 4 of 5

5 This Memorandum of Understanding is entered into on June 21, 2011, by CHELMSFORD SCHOOL COMMITTEE CHELMSFORD TELEMEDIA CORPORATION SUPERINTENDENT OF SCHOOLS TOWN MANAGER, TOWN OF CHELMSFORD MOU between CPS and CTM June 21, 2011 page 5 of 5

OF ELECTRICAL AND ELECTRONICS ENGINEERS POWER & ENERGY SOCIETY

MEMORANDUM OF UNDERSTANDING between the MINISTERIO DE ELECTRICIDAD Y ENERGIA RENOVABLE DEL ECUADOR and the INSTITUTE OF ELECTRICAL AND ELECTRONICS ENGINEERS POWER & ENERGY SOCIETY This Memorandum of Understanding