AGREEMENT BETWEEN
THE TOWN OF MONTAGUE
AND
PROVIDER

January 1, 2006
Montague, Massachusetts


Section 1 --- DEFINITIONS

For the purpose of this Agreement, the following words, terms, phrases, and their derivations shall have the meanings given herein, unless the context clearly requires a different meaning. When not inconsistent with the context, the masculine pronoun includes the feminine pronoun, words used in the present tense in- cludes the future tense, words in the plural number include the singular number, and words in the singular number include the plural number. The word shall is always mandatory and not merely directory, except where noted. Where the following definitions are in conflict with definitions in law, it is the express intent that the definition in federal law shall take precedence.

(a) Agreement: this agreement, unless stated explicitly otherwise

(b) Cable Service: The one-way transmission to Subscribers of video programming or Other Programming Services, together with Subscriber interaction, if any, which is required for the selection or use of such video programming or other programming service.

(c) Cable Television System or Cable System: A facility consisting of a set of closed transmission paths 19 and associated Signal generation, reception and control equipment designed to provide Cable Service (in- cluding video programming) to multiple Subscribers within a community unless such system does not use 2 any public rights of way.

(d) Channel or Video Channel: A portion of the electromagnetic frequency spectrum which is used in a 23 Cable System and which is capable of delivering a television channel. With respect to PEG Channel, I-Net and I-Loop channel requirements, the definition of channel shall also mean a minimum allocation of 6 Mhz of bandwidth.

(e) Contracting Authority: The Board of Selectmen of the Town of Montague

(f) Educational Channel: Any channel, or portion thereof, which has been allocated for use by the Public Schools or its designee(s).

(g) Effective Date: January 1, 2006

(h) FCC: The acronym for the Federal Communications Commission or any successor agency.

(i) Governmental and Public Channel: Any channel, or portion thereof, which has been allocated for use by the Town, the Contracting Authority or its designee(s).

(j) Institutional Network: A communication network which is constructed and operated by the cable operator and which is generally available only to Subscribers who are not residential Subscribers.

(k) PEG: The acronym for Public, Educational, and Governmental; used in conjunction with Access Chan- nels, support and facilities.

(l) PEG Access Channels: Any Channel(s) made available for the presentation of PEG Access program- ming.

(m) Programming or Video Programming: Programming provided by, or generally considered comparable to programming provided by, a television broadcast station.

(n) PROVIDER:

(o) Public Access Channel(s): Any channel, or portion thereof, which has been allocated for use by mem bers of the community to communicate their activities, opinions and ideas without interference or censor- ship through the creation of cable television programming and other means.

(p) Public Schools: The Gill-Montague Regional School District.

(q) Renewal License: License between Town and Comcast of Massachusetts/Virginia, Inc. effective on August 25, 2003 for a period of ten (10) years.

(r) Subscriber: Any person, firm, corporation or other entity who or which elects to subscribe to for any purpose, a Cable Service provided by the Licensee by means of, or in connection with, the Cable Televi- sion System.

(s) Town: The Town of Montague, Massachusetts.

Section 2: DESIGNATION OF ACCESS PROVIDER

Subject to the terms and conditions herein, the Contracting Authority hereby designates ______ as the Designated Access Provider effective January, 1, 2006.

Section 3: DURATION

This Agreement shall be effective upon the date of its execution for an initial period of three (3) years.

Section 4: TERMINATION

4.1 This Agreement shall terminate upon the adjudication of the bankruptcy of PROVIDER.

4.2 This Agreement may terminate if the Contracting Authority determines that PROVIDER has failed to fulfill its responsibilities pursuant to the terms and conditions herein.

(a) Before any such termination, provider shall be given a minimum of sixty (60) days advance written notice, which notice shall set forth the reasons for the proposed termination and shall advise that it will be provided an opportunity to be heard by the Contracting Authority before any such action is taken. Said notice shall state the date, time, and place of such hearing. In no event shall such hearing be held less than thirty (30) days following delivery of such notice to

(b) At said hearing, PROVIDER will be provided an opportunity to respond to the reasons for the proposed termination and to discuss them with the Contracting Authority. The PROVIDER shall be entitled to reply in writing to said reasons, a copy of which response shall be delivered to the Contracting Authority no later than thirty (30) days following said hearing. The Contracting Authority shall make no decision concerning termination until it has considered said response.

4.3. The PROVIDER may terminate this Agreement by a majority vote of its Board of Director at a regular meeting where this item shall appear on the agenda, as specified by the By-Laws of the Corporation.

(a) PROVIDER shall provide the Contracting Authority with at least sixty (60) days advance written notice of its intention to terminate this Agreement. Said notice shall set forth the reasons for the proposed termination and shall advise the Contracting Authority that it shall be provided an opportunity to be heard by the Board of Directors regarding such proposed termination before any action is taken. Said notice shall state the date time, and place at which said hearing shall occur. In no event shall said hearing be held less than thirty (30) days following receipt of such notice to the Contracting Authority.

(b) At said hearing, the Contracting Authority shall be provided an opportunity to respond to the reasons for the proposed termination and an opportunity to discuss them with the Board of Directors. The Contracting Authority shall be entitled to reply in writing to said causes and reasons for termination, a copy of which shall be delivered to the Board of Directors no later than thirty (30) days following said hearing. The Board of Directors shall make no decision concerning termination until it has considered said response.

4.4. All equipment purchased by the Town or its designee(s) under the terms of this license shall be the property of the Town. Upon termination of this Agreement, equipment so purchased cannot be used to satisfy any present or future indebtedness of PROVIDER and is subject to continuing access by the Town, including the right of removal.

Section 5: RENEWAL

This Agreement may be renewed for five (5) years upon the expiration of this Agreement subject to positive performance reviews and Town Meeting approval. The process leading to renewal of this Agreement shall be initiated by a written request from PROVIDER to the Contracting Authority at least one year prior to the end of this Agreement. The request shall include comments on the current Agreement and any items for discussion as part of the renewal process.

Section 6. OBLIGATIONS OF PROVIDER

6.1. PROVIDER will maintain its status as a 501(c)(3) non-profit educational corporation eligible for exemption from taxes under federal and state law.

6.2. PROVIDER will maintain a governance structure (Board of Directors) which recognizes its obligations to the Town. the schools and the community.

6.3. The purpose of public access is to allow members of the community to communicate their activities, opinions and ideas without interference or censorship through the creation of cable television programming and other means. With respect to the Governmental and Public Access Channel, PROVIDER will

(a) be responsible for programming free from censorship of program content;

(b) develop and promote programming including but not limited to cultural, literary, educational, governmental and public affairs programming on the Governmental and Public Access Channel (Channel 15);

(c) make the public access facilities and channels available in a non-discriminatory manner to encourage the exchange of ideas and opinions on a broad range of topics;

(d) be responsible for fund-raising to supplement Public Access operations; and

(e) be responsible for consistent outreach to the various segments of the community to encourage use of the public access channel.

(f) cablecast all Town Meetings, all Board of Selectmen meetings and, as determined by the MCAC in consultation with the provider, other important government meetings or public hearings.

6.4. With respect to the Educational Access Channel (currently Channel 17), the PROVIDER shall work with the Contracting Authority and the Public Schools respectively to agree mutually on the responsibilities of PROVIDER, which may include asking PROVIDER to follow the policies and guidelines for programming the Educational Channel established by the Contracting Authority and the Public Schools respectively.

6.5. PROVIDER shall manage and operate the PEG Access channels, equipment and facilities on a non- discriminatory, non-commercial basis. In managing and operating the channels, PROVIDER will carry out such activities as

(a) holding workshops for the purpose of teaching television skills to individuals and community groups;

(b) managing funds designated for PEG access television;

(c) scheduling PEG cablecasting;

(d) managing and maintaining PEG facilities and equipment;

(e) being responsible for ensuring an acceptable level of technical quality of all programs cablecast on its system, pursuant to FCC regulations. PROVIDER is not obligated to cablecast any PEG Access program that does not meet the FCC technical standards. However, a decision not to cablecast a program due to technical problems shall in no way involve consideration of the actual content of the program itself. PROVIDER shall not be held responsible for technical problems under control of the cable system.

6.6. PROVIDER shall promulgate regulations governing PEG access including but not limited to levels of service, use of equipment and facilities, training programs, membership, outreach activities, cablecasting procedures and operating policies and procedures.

6.7. PROVIDER shall maintain a studio in Montague and make the studio available on a fixed schedule.

6.8. PROVIDER shall maintain a log of programming that is cablecast on the PEG channels, and a record of PEG producers. Logs shall be available for public inspection and retained by PROVIDER for a minimum of three (3) years.

6.9.Provider shall, at its own expense, provide detailed quarterly reports to the Cable Advisory Committee and the Board of Selectmen regarding activities, income and expenses. The line-item financial report shall include at a minimum all Montague-specific capital expenditures, direct and indirect personnel expenses, and a current inventory reflecting equipment purchased and retired and expenditure of resources. The report will serve as a means of evaluating the performance of PROVIDER and identifying new goals and directions. This quarterly report shall contain at least the following items:

(a) a summary of the activities in the development of the PEG access program;

(b) a summary of input received from community members and organizations;

(c) the most recent Montague-specific budget report as provided to PROVIDER Board;

(d) changes in staff roster or staff job descriptions from prior reports;

(e) description of outreach presentations, mailings, surveys and results;

(f) description of fundraising;

(g) description of training;

(h) description of facility and equipment use;

(i) description of PEG access programming by channel; and PEG programming developed by PROVIDER staff.

6.10. PROVIDER shall maintain a written complaint/compliment file available to the general public

6.11. The President and Administrative Director of PROVIDER shall make themselves available from time to time to advise the Cable Advisory Committee and Contracting Authority on matters concerning PEG Access.

6.12. PROVIDER shall engage in outreach activities designed to inform Town residents and organizations about the availability and use of PEG access channels and to encourage their use.

6.13. PROVIDER will keep a current database of access programs in its library and make it available during normal business hours.

6.14. PROVIDER will indemnify and hold harmless the Town and its elected officials, appointed boards and commissions, employees, and agents from and against all losses, damages, liabilities, claims, demands, judgments, settlements, costs, and expenses including penalties, interest and reasonable attorneys’ fees and disbursements resulting from or arising out of a) any breach by PROVIDER of its obligations under this Agreement; b) any personal injury or property damage occurring after the effective date of this Agreement arising out of the use by any person of the facilities or equipment owned or leased by PROVIDER (other than personal injury or property damage resulting from the negligence or willful misconduct of the Town or its elected officials, members of appointed boards and commissions, employees or agents); or c) any personnel grievances concerning the hiring, firing and conditions of employment of PROVIDER employees. Except where PROVIDER is primarily at fault under Massachusetts statute and case law, or under common law principles, PROVIDER’s obligation under this section shall not apply to claims, demands, actions or suits arising from the Town’s government or educational access cablecasting activities.

6.15. PROVIDER shall require every access user to indemnify the Town and PROVIDER and hold both harmless against any claims arising out of any program or program material produced and/or cablecast, including but not limited to, claims in the nature of libel, slander, invasion of privacy of publicity rights, non-compliance with applicable laws, license fees and the unauthorized use of copyrighted material.

6.16. PROVIDER shall provide a community calendar on the public access channel(s) for the purpose of announcing programming and access services, making public service announcements, and allowing the Town, schools or other non-profit organizations to make certain announcements. The community calendar shall be updated regularly and appropriately to serve cable subscribers in the best fashion. The community calendar will be transmitted when regular programming is not scheduled.

6.17. PROVIDER shall maintain workers’ compensation, liability, general comprehensive and non-owned vehicle liability insurance coverage in force throughout the course of this Agreement naming the Town as co-insured and will provide the Town with certificates of insurance annually.

6.18. Provider shall assume the cost and responsibility for insuring Town-owned equipment used to meet the local access needs.

6.19. PROVIDER shall be responsible for locating and arranging for use of its facilities, including payment of rent, for the PEG access purposes under this contract, except that PROVIDER shall not have to pay for or maintain any Town or school facilities used for PEG access purposes.

6.20. PROVIDER shall maintain line-item accounting, budget, and business systems for the management, operation, protection, investment, and oversight of the Montague facility and community access services that comply with generally accepted accounting practices.

6.21. PROVIDER shall provide community access services to those who live, work or attend school in Montague on a first-come, first-served, non-discriminatory basis using PROVIDER facility, equipment, staff and other resources as PROVIDER deems necessary and appropriate to fulfill community access management needs.

6.22. PROVIDER shall make every reasonable effort to recruit Montague residents to serve on the Board of Directors.

6.23. PROVIDER shall make every reasonable effort to develop Montague-based programming.

6.24. PROVIDER shall participate annually, within ninety (90) days of the anniversary of the contract, in a public performance evaluation overseen by the Cable Advisory Committee. The purpose will be to determine whether the provider is performing its duties pursuant to this contract, including, without limitation, public access programming, managing the annual payments for PEG access, training residents, community outreach, scheduling the PEG programming, and any other requirements as set forth in the contract.

Section 7: OBLIGATIONS OF THE CONTRACTING AUTHORITY

7.1. The Contracting Authority shall insure that the terms and financial arrangements regarding PEG access in the Renewal License with Comcast are executed and implemented in a timely manner. The PROVIDER shall receive funding support provided in the License Agreement between the Contracting Authority and Comcast of Massachusetts/Virginia, Inc. effective on August 25, 2003.

7.2. The Contracting Authority and the Cable Advisory Committee shall be responsible for advising PROVIDER on policies, guidelines and programming the governmental portion of the public/governmental access channel.

7.3. PROVIDER may at any time file a written complaint with the Contracting Authority concerning operations of the cable system that have a bearing on PROVIDER’s performance under this Contract. The Contracting Authority shall investigate said complaints pursuant to the manner spelled out in the Renewal License and/or other rules or regulations established by the Town.

7.4. The Contracting Authority shall designate an individual to serve on the Board of Directors of PROVIDER.

7.5. The Town is a governmental entity that is subject to the Public Records laws of the Commonwealth. The Town shall comply with that law and shall honor all public records requests submitted to it relating to all aspects of this Agreement.

7.6. The Contracting Authority retains the right to audit PROVIDER’s financial affairs at the Town’s expense. PROVIDER shall cooperate in the preparation of such audit.

7.7. The Town shall not consider the content of public access programming, including the producer’s choice of subject matter and the point of view expressed, in making any decision regarding the allocation or appropriation of funds for PROVIDER, or the termination of this contract.

7.8. The Town shall, at its sole cost and expense, but only to the extent lawful for local governments, indemnify and hold harmless PROVIDER against any claims arising out of the Town’s breach of this contract. Indemnified expenses shall include but not be limited to all out-of-pocket expenses such as attorney’s fees.

Section 8. OBLIGATIONS OF THE PUBLIC SCHOOLS

8.1. The Public Schools shall designate an individual to serve on the Board of Directors of PROVIDER.

Section 9: PERFORMANCE EVALUATION HEARINGS

Annually, PROVIDER shall take part in a Performance Evaluation Hearing overseen by the Cable Advisory Committee. PROVIDER will be provided ninety (90) days notice of such hearing. The purpose of said hearing shall be to determine whether PROVIDER is performing its responsibilities pursuant to this Agreement including, without limitation, public access programming, managing the annual payments for PEG access, training residents and scheduling the PEG channels. The Cable Advisory Committee shall prepare a report after each said hearing, which shall be available to PROVIDER and the general public. Problem areas identified at the public hearings and in the Town’s report shall be addressed by PROVIDER in a timely manner. After the first three annual performance evaluation hearings, the frequency of said hearings may be changed if PROVIDER is renewed for five (5) years.

Section 10: SEVERABILITY

If any section, sentence, paragraph, term or provision of this Agreement is determined to be illegal, invalid or unconstitutional by any court of competent jurisdiction in the Commonwealth of Massachusetts or by any state or federal regulatory agency having jurisdiction thereof, such determination shall have no effect on the validity of any other Section, sentence, paragraph, term or provision, hereof.

Section 11: MISCELLANEOUS

11.1. At all times during the Agreement term, should the parties hereto agree that equipment necessary for operation of an Institutional Network is to be located within the facilities of PROVIDER, the Town shall have the right to establish and enforce, and PROVIDER will comply with and implement, rules and procedures that the Town deems appropriate and necessary for purposes of data security, including physically locking, and regulating access to, whatever space may house the equipment holding or transmitting such data. The Town will be given physical access to such space(s) during the Agreement term.

11.2. This Agreement is the entire Agreement of the parties and supersedes all prior negotiations, Agreements, or contracts whether written or oral.

11.3. PROVIDER shall not assign or transfer any interest in this Agreement without prior written consent of the Town, provided, however, that nothing herein shall prevent PROVIDER from subcontracting the performance of any provision or obligation required by this Contract, as long as PROVIDER remains primarily responsible to the Town for the performance of such provision or obligation.

11.4. This Agreement may be amended upon the mutual Agreement of the Town and PROVIDER. Amendments shall be in writing and effective upon execution by duly qualified officers of the Town and PROVIDER.

11.5. This Agreement shall be interpreted in accordance with the laws of the Commonwealth of Massachusetts. The parties hereto subject themselves to the jurisdiction of the courts of the Commonwealth of Massachusetts, county of Franklin, for the resolution of any dispute, action or suit arising in connection with this Agreement.

11.6. Any notice required to be given or served upon any party in connection with this Agreement shall be in writing and shall be deemed to have been given and received a) three business days after the registered or certified letter containing the notice, properly addressed, with the postage prepaid, is deposited in the United States Mail; or b) if made in any other manner, upon the actual delivery to and receipt by the party to whom it is addressed. Notice shall be given to the parties at the following addresses:


SIGNATURE PAGE

For the Town:


__________________________________ _________________________________
Chair, Board of Selectmen


____________________________________________________________________
Selectman


____________________________________________________________________
Selectman


For the PROVIDER


_____________________________________________________________________
President, Board of Directors
 

REQUEST FOR PROPOSAL FOR PROGRAMMING, MANAGEMENT AND OPERATION OF PEG ACCESS IN THE TOWN OF MONTAGUE

September 6, 2005

MONTAGUE, MASSACHUSETTS


I. GENERAL INFORMATION AND OVERVIEW

The Town of Montague, Massachusetts (hereinafter ’Town’), acting by and through its Board of Selectman, will receive sealed Proposals for the operation of the Town’s local access cable TV station, the Designated Access Provider.

Sealed Proposals must be submitted at or before (insert date)


Montague Board of Selectmen
Montague Town Hall
1 Avenue A
Turners Falls MA

Proposals received after the specified submission time will not be accepted. Sealed envelopes containing Proposals Forms must be clearly marked in accordance with the Instructions to Contractors.

Completed Proposal with all required materials must be submitted with all responses.

Complete instructions for filing Proposals are included in Sections IV and V.


The Town reserves the right to waive any informalities in, or to reject any and all Proposals if it deems it to be in the public interest to do so.

II. BACKGROUND INFORMATION

On August 25, 2003 The Board of Selectmen of the Town of Montague granted a ten-year License to Comcast of Massachusetts/Virginia, Inc. (’Comcast’) to operate and maintain a Cable Television System within the corporate limits of the Town of Montague. In part, the License provides for payments by the Licensee for Public, Educational and Government programming, management and operation in the Town. Specifically, the license provides a License Fee to the Town equal to five percent of Comcast’s Gross Annual Revenues ($85,609.09 in FY ’04). Pursuant to M.G.L. Chapter 166A, Section 9, all License Fee payments by the Licensee are payable on a quarterly basis to the Treasurer of the Town of Montague, though the Town may make provision for payments to be made directly to the Town’s Designated Access Provider. In addition, the Licensee issues payments to the Town for capital equipment and leasehold improvements in the amount of $100,000 spread over the ten-year contractual period. Equipment purchased by the Town or the Designated Access Provider under the terms of the licensed capital payments is the property of the Town. An inventory of existing access equipment and a schedule of capital payments are available on request.

The License further provides that it is the sole responsibility of the Montague Board of Selectmen to select the Designated Access Provider. Pursuant to the terms of the Contract, this Designated Access Provider shall provide Public, Educational and Government (PEG) Access Programming to Subscribers. The Designated Access Provider will be responsible for the quality of the audio/video signal up to the cable system insertion equipment. Comcast will provide, maintain and align all RF/Fiber-Optic/Digital equipment used to insert, transmit or distribute PEG access signals over the cable subscriber network.


III. PURCHASE DESCRIPTION/SCOPE OF SERVICES

A. The Town seeks a qualified, responsible and responsive provider , hereafter referred to as ’the Provider’, to operate a local access cable station and its operations in accordance with requirements set forth herein.


The proposed organization must:

B. be a 501(c)(3) corporation and must furnish evidence of this including by-laws, and membership on board of directors.

C. maintain a studio in Montague.

D. demonstrate a strong commitment to providing PEG (Public, Educational, Government) programming to the local service area.

E. be responsible for programming free from censorship

F. be non-discriminatory in its hiring of staff and/or independent producers

G. make the studio available on a fixed schedule

H. provide detailed quarterly reports to the Cable Advisory Committee and the Board of Selectmen regarding activities, income and expenses. The report shall include all capital expenditures and a current inventory reflecting equipment purchased and retired and expenditure of resources

I. be responsible for ensuring an acceptable level of technical quality of all programs

J. maintain a log of programming available to the general public

K. maintain a written complaint/compliment file available to the general public

L. broadcast all Town Meetings, all Board of Selectmen meetings and, as determined by the MCAC in consultation with the provider, other important government meetings or public hearings

M. maintain a library of recent and current local access programs

N. provide and maintain a community calendar as a PSA

O. make every reasonable effort to encourage Montague-based programming.

P. allow for Montague residents to be represented on the Board of Directors.

IV SUBMISSIONS:

Each Proposer must include the following information in its application:

A. a mission statement.
B. an organizational plan.

C. a 3-year business plan that demonstrates allocation of resources, a capital plan, and a financial plan including a line-item first-year overall operational budget. Proposer will also include a detailed line-item operational budget specific to Montague with specific detail regarding expenditures for staffing, program development, community involvement and proposed community training.

D. job descriptions.

E. personnel policies.

F. a proposal for monitoring on an ongoing basis community needs, interests and concerns

G. a proposal for monitoring on an ongoing basis customer/community satisfaction.

H. a proposal for enhancing basic funding through grants, underwriting, etc. Any history of acquiring grants for public access purposes should be included.

I. a detailed inventory of present equipment in working condition that could be used for local access purposes and/or what equipment the organization plans to purchase over the first three years to enhance community programming.

J. a proposal demonstrating how the organization intends to conduct training workshops in the community facility; what the topics will be; and a proposed schedule for these workshops.

K. a statement describing how the organization will manage and maintain PEG programming including outreach to the community and schools. This statement should include specific strategies and programs to recruit and involve the community and schools, and to broadcast local public meetings.



V. SUBMISSION REQUIREMENTS:

A. By submitting a Proposal, the Proposer agrees that:

1. the Proposer has read and understands the RFP (Request for Proposals) and associated documents, and the Proposal is made in accordance therewith.

2. the Proposer is familiar with Federal, State, and local bylaws, rules and regulations that may in any manner affect cost of services under or performance of any Proposer.

3. the Proposer agrees that the Proposal Documents are sufficient in scope and detail to indicate and convey understanding of all terms and conditions for performance of any Proposer (the Proposer Documents will include this Request for Proposals and any addenda issued).

4. the Town reserves the right to reject any Proposal if in its sole judgment and discretion the evidence submitted by, or the subsequent investigation of, such Proposer fails to satisfy the Town that Proposer is properly qualified to carry out the obligations of the Contract documents.

B. Failure to examine the RFP, and any or all Exhibits, will not relieve any Proposer from any obligation under the Proposal as submitted.

C. Proposers shall promptly notify the Chief Procurement Officer in writing via fax 413-863-3231 of any ambiguity, inconsistency, or error which they may discover upon examination of the RFP.

D. Proposers requiring clarification or interpretation shall make a written request via fax 413-863-3231 to the Chief Procurement Officer at least ten (10) days before the date herein set for the submission of Proposals.

E. Interpretations, corrections, or changes in the RFP will be made by written addendum. Neither the Town nor the Chief Procurement Officer will be bound by any oral representation..

F. Addenda will be mailed by the Chief Procurement Officer via regular mail, to every individual or firm on record as having received a RFP. Proposers must provide information including Name, address, phone number to the Town.

G. Copies of all addenda can be examined at the same location listed in the Legal Notice Advertisement For Proposals for examination of the RFP.

H. Proposers shall respond to this RFP by submission of a Proposal Packet marked PROPOSAL FOR THE OPERATION OF A LOCAL ACCESS CABLE TV STATION SERVING THE TOWN OF MONTAGUE.’ Submissions that do not comply with these terms may be rejected.

I. Proposals by corporations shall be executed in the corporate name by the president (or other corporation officer accompanied by evidence of authority to sign). The corporate address and phone number and state of incorporation shall be shown below the signature.

J. All names shall be typed or printed below the signature.

K. Timely delivery of Proposals at the location designated shall be the full responsibility of the Proposers.

L. Any Proposals received after the time and date specified shall not be considered.

M. Any Proposal may be withdrawn by the Proposer or his duly authorized representative by written notice received by the Town at the address for receipt of Proposals specified in the Request for Proposal prior to the time scheduled for the opening of such Proposals or authorized postponement thereof. No telephone or telegraphic Proposal, change in Proposal, or withdrawal of Proposal will be received or recognized. A Proposal may be amended or modified only by withdrawing the Proposal and resubmitting another Proposal prior to the time for opening Proposals.

N. Each Proposer shall execute an affidavit on the Proposal form provided, to the effect that the Proposal is in all respects bona fide, fair and made without collusion or fraud with any person. As used in this paragraph, the word ’person’ shall mean any natural person, joint venture, partnership, corporation or other business or legal entity. Failure on the part of the Proposer to observe this provision shall be cause for rejection of this Proposal.

O. Each Proposer shall execute an affidavit, substantially in the form provided with the Proposal form, to the effect that, pursuant to M.G.L., C. 62C, S. 49A, he or she has complied with all laws of the Commonwealth of Massachusetts relating to the payment of taxes. Failure on the part of the Proposer to observe this provision shall be cause for rejection of this Proposal.

P. Insurance certificates indicating coverage for public liability, property damage, and worker’s compensation insurance, in accordance with Contract requirements (Exhibit J.), must be filed by the successful Proposer within thirty (30) days upon the signing of any contract. The Town shall be named as an additional insured in all policies held by Proposer. Certificates shall be from insurance companies qualified to do business in the Commonwealth of Massachusetts and in a form satisfactory to Town Counsel in his sole judgment.









VI. RULES FOR AWARD



A. The authorization to award a contract for an initial period of three (3) years will be made by the Montague Board of Selectmen in 2005. Upon such authorization, the contract will be awarded to the successful Proposer and will be administered by the Board of Selectmen. Annually, within 90 days of the anniversary of the contract , the designated provider will take part in a public performance evaluation overseen by the MCAC. The purpose will be to determine whether the provider is performing its duties in compliance with the contract.

B. The contract will be awarded to the responsive and responsible Proposer with the most advantageous proposal as determined by the ranking of proposals based on the Comparative Evaluation Criteria. This analysis will be conducted by a selection committee chosen by the Board of Selectmen. The final determination will be made by the Montague Selectmen. Final award of the Contract is at the sole discretion of the Montague Selectmen. The Town, in its sole judgment, reserves the right to reject any and all Proposals if it deems to be in the public interest to do so. Any Proposal which is not prepared and submitted in accordance with all requirements of the Proposal documents, or which contains erasures, alterations, additions, errors or irregularities of any kind may be rejected. The Town reserves the right to waive any and all informalities as to form. Matters as to substance shall not be waived. The Town reserves the right to deem any such omission which is not an omission of substance as an informality for which such Proposal will not be rejected, and to subsequently receive such information or data prior to award of the contract.

C. An award is expected to be made within approximately thirty (30) days after submission of Proposals in a notification sent by registered mail. If the Proposer to whom the award is made fails to execute a Contract and return it to the Town within ten (10) business days, the Town may, at its option, determine that said Proposer has abandoned the contract and an award may then be made to the next recommended Proposer.

D. Proposers may be investigated by the Town to determine if they are qualified to perform the requirements of the Contract. All Proposers shall be prepared to submit within ten business days of the Town’s request, written evidence of such additional information and data necessary to make this determination. The Town reserves the right to reject any Proposal if the evidence submitted by, or subsequent investigation of such Proposer, fails to satisfy the Town that the Proposer is properly qualified to carry out the obligations of the contract.


VII. QUALITY REQUIREMENTS


A. The Proposer must be a not-for-profit corporation

B. The Proposer must submit a plan that meets all of the requirements as specified in this RFP.

VIII. COMPARATIVE EVALUATIVE CRITERIA

Proposals will be judged using three categories: Highly Advantageous, Advantageous, and Not Advantageous

1. Montague Community Representation
Highly Advantageous: Applicant is based in the Franklin area and has a clear provision for allowing 50% of its board members to be Montague residents.
Advantageous: Applicant is based in the Franklin/Hampshire area and has a clear provision for allowing 30% of its board members to be Montague residents.
Not Advantageous: Applicant is not based in the Hampshire or Franklin area, and does not have a clear provision for allowing at least 30% of its board members to be Montague residents.
2. Experience with PEG Access Programming
Highly Advantageous: Applicant has at least three years’ experience in the following areas:
· Producing local programming for PEG access in the Franklin/Hampshire area or similar communities.
· Involvement in Montague community-based or community-oriented organizations (this may include applicant’s organization, if applicable) producing local PEG programming
Advantageous: Applicant has between one and three years’ experience in the areas listed above. ff
Not Advantageous: Applicant does not have at least one year of experiencein the areas listed above.

3. Organizational Strength
Highly Advantageous: Applicant has been incorporated as a 501(c)(3) corporation for at least five years. A majority of applicant’s board members and employees have been with the organization for at least three years. Applicant can show a three-year history of having produced clear and detailed financial reports at least yearly. Applicant can show at least a three-year history of having sought and received funds from grants or similar sources.
Advantageous: Applicant has been incorporated as a 501(c)(3) corporation for at least two years but less than five years. At least 30% of the applicant’s board members and employees have been with the organization for at least three years, and a majority of them have been with the organization for at least one year. Applicant has at least a one-year history of having produced clear and detailed financial reports at least yearly. Applicant can show at least a one-year history of having sought and received funds from grants or similar sources.
Not Advantageous: Applicant is not incorporated or has been incorporated for less than one year. A majority of applicant’s board members and employees have been with the organization for less than one year. Applicant has no history of having produced clear and detailed financial statements on a regular basis. Applicant has less than a one-year history of having sought and received funds from grants or similar sources
4. Organizational Plan
Highly Advantageous: Applicant has submitted clear and focused mission statement, organizational plan, and business plan, and these documents strongly support applicant’s ability and commitment to providing the services described in this RFP.
Advantageous: Applicant has submitted a mission statement, organizational plan, and business plan, and these documents support applicant’s ability and commitment to providing the services described in this RFP.
Not Advantageous: Applicant’s submitted mission statement, organizational plan, and/or business plan are vague and/or incomplete and/or do not support applicant’s ability and commitment to providing the services described in this RFP.

5. Technical Qualifications

Highly Advantageous: Applicant has at least three-years experience in cablecasting and can demonstrate the consistent ability to provide a high degree of technical proficiency in all aspects of cablecasting, including providing reliable visual and audio signals, maintaining equipment and a facility, and providing technical support to producers.

Advantageous: Applicant has at least two-years experience in cablecasting and can demonstrate that it is has some capacity to provide a reasonable degree of quality in the technical aspects of cablecasting, including generally reliable visual and audio signals, generally maintaining equipment and a facility, and providing limited technical support to producers.

Not Advantageous: Applicant has less than one-year experience in cablecasting and/or cannot demonstrate an ability to provide for the technical aspects of cablecasting.


6. Local Services
Highly Advantageous: Applicant operates a studio or similar facility in Montague for at least three years, and it is open to the public at least 30 hours per week on a regular basis.
Advantageous: Applicant operates a studio or similar facility in the Franklin/Hampshire area , and it is open to the public at least 10 hours per week, but fewer than 30 on a regular basis.
Not Advantageous: Applicant has not operated a facility in the Franklin/Hampshire area , or has operated one for less than one year.

7. Community Programming
Highly Advantageous: Applicant has submitted clear and focused proposals for monitoring community PEG needs, interests, and satisfaction, along with proposals for workshops. Applicant’s submission strongly demonstrates a commitment and ability to broadcast Montague Town Meetings and other meetings as described in the Scope of Services.
Advantageous: Applicant has submitted proposals for monitoring community PEG needs, interests, and satisfaction, along with proposals for workshops. Applicant’s submission demonstrates a commitment and ability to broadcast Montague Town Meetings and other meetings as described in the Scope of Services.
Not Advantageous: Applicant’s proposals for monitoring community PEG needs, interests, and satisfaction, and its proposals for workshops are vague and/or incomplete. Applicant’s submission does not clearly demonstrate a commitment and ability to broadcast Montague Town Meetings and other meetings as described in the Scope of Services.


Contract Provisions

The corporation or individual(s) whose proposal is selected as the most advantageous proposal will be expected to enter into a contract with the Town.


A. Payment for Services -- As provided in the license between the Town of Montague and Comcast, the Designated Access Provider via the Town of Montague will receive operating funds available for PEG access services ($85,609.09 in FY ’04) on a quarterly basis. In addition, the Licensee issues payments to the Designated Access Provider via the Town of Montague for capital equipment and leasehold improvements in the amount of $100,000 spread over the ten-year contractual period between the Town and Comcast. Accountability for use of these funds is addressed under reporting requirements.

B. Term of Contract -- A three-year contract, with a five-year option to renew (subject to positive performance reviews and Town Meeting approval) will be issued by the Board of Selectmen to the chosen local access provider on January 1, 2006.

C. Liability -- The Designated Access Provider will require every access user to indemnify the Town and hold both harmless against any claims arising out of any program material produced and/or cablecast, including but not limited to, claims in the nature of libel, slander, invasion of privacy or publicity rights, no compliance with applicable laws, license fees and the unauthorized use of copyrighted material.

The Designated Access Provider will maintain worker’s compensation, liability, general comprehensive and non-owned vehicle liability insurance naming the Town as co-insured in force throughout the term of the contract and will provide the Town with certificates showing compliance;

The Designated Access Provider will assume the cost and responsibility for insuring Town-owned equipment used to meet the local access needs.

D. Termination -- The Town will require that any contract include provisions for its termination upon the adjudication of the bankruptcy of the Designated Access Provider and termination if the Town determines that the Designated Access Provider has failed to fulfill its responsibilities pursuant to the terms and conditions of the contract. The Town will agree to provisions which balance the interests of the Designated Provider with those of the Town, and to balanced procedures for fair hearings. The Town will require that upon termination of the contract, the Town and the Designated Access Provider will agree as to the disposition of outstanding obligations of the Designated Access Provider, and the disposition and transfer of all equipment acquired under the terms of the license.

E. Public Performance Evaluations -- Annually, within ninety (90) days of the anniversary of the contract, the designated provider will take part in a public performance evaluation overseen by the Cable Advisory Committee. The purpose will be to determine whether the provider is performing its duties pursuant to this contract, including, without limitation, public access programming, managing the annual payments for PEG access, training residents, community outreach, scheduling the PEG programming, and any other requirements as set forth in the criteria.

F. Reporting Requirements -- On a quarterly basis, the Designated Access Provider will provide at its own expense financial and operating reports to the Board of Selectmen. The financial reports will provide line item information including personnel costs, purchases of equipment and services, as well as overhead costs. The operating reports will reflect input received from the community, a list of community outreach activities, programming lists and schedules, studio workshops and other activities as per the criteria. These reports will serve as an ongoing means of evaluating the performance of the Designated Access Provider and identifying new goals and directions.

.
Dated:


The Town of Montague by:

______________________________________________

Town Administrator/Chief Procurement Officer


_______________________________________________
Town Counsel
Certify as to form




The CONTRACTOR _________________________________________________
[authority or agency]


________________________________________________
Director


________________________________________________
Board President



CERTIFICATE OF TAX COMPLIANCE



Pursuant to Massachusetts General Law chapter 62C, sec 49A, I hereby certify under penalties of perjury that, to the best of my knowledge and belief, I am in compliance with all laws of the Commonwealth relating to taxes, reporting of employees and contractors, and withholding and remitting child support.




___________________________ _____________________________________
Social Security or Federal I.D. number Signature: Individual or Corporate Officer




_________________________________
Date



PLEASE PRINT

Corporate Name: ________________________________________________



Address: _______________________________________________________



City, State, Zip Code: _____________________________________________






CERTIFICATE OF NON-COLLUSION




The undersigned certifies under penalties of perjury that this Proposal or proposal has been made and submitted in good faith and without collusion or fraud with any other person, business, partnership, corporation, union committee, club or other organization, entity or group of individuals.



Signature of individual submitting Proposal or proposal





Name of Business
 

Over the last couple of months the Cable Advisory Committee has been working on a set of criteria that we feel a local cable access provider should meet. On November 3, at 7:00 p.m., in the Selectboard Room at Town Hall, the Committee will hold a public hearing to receive comments from the citizens of Montague. Below, please find the criteria for which we hope to receive comments.

MONTAGUE CABLE ADVISORY COMMITTEE

Local Access Criteria (Working Draft for Public Comment)

General:
· The proposed organization must be a 501(c)(3) corporation and must furnish evidence of this including by-laws, and membership on board of directors.
· The proposed organization must maintain a studio in Montague.
· The proposed organization must demonstrate a strong commitment to PEG (Public, Educational, Government) programming.
· Preference will be given to organizations with experience in providing local access

Specific: Each proposal should contain the following from each proposing organization:

· a mission statement;
· an organizational plan;
· a 3-year business plan that demonstrates allocation of resources, a capital plan, a financial plan including a line-item first-year of operation budget, as well as staffing plans, program development, community involvement, and proposed community training
· job descriptions;
· personnel policies
· a proposal for monitoring on an ongoing basis community needs, interests and concerns;
· a proposal for monitoring on an ongoing basis customer satisfaction;
· a proposal for enhancing basic funding through grants, underwriting, etc. Any history of acquiring grants for public access purposes should be included;
· a detailed inventory of present equipment in working condition that could be used for local access purposes and/or what equipment the organization plans to purchase over the first three years to enhance community programming;
· a proposal demonstrating how the organization intends to conduct workshops in the community facility; what the topics will be; and a proposed schedule for these workshops;
· A statement describing how the organization will manage and maintain PEG programming including outreach to the community and schools;
·

The designated provider will:

· be responsible for programming free from censorship;
· be non-discriminatory in its hiring of staff and/or independent producers;
· make the studio available on a fixed schedule;
· provide detailed quarterly reports to the Cable Advisory Committee and the Selectboard regarding activities, income and expenses. The report shall include all capital expenditures and a current inventory reflecting equipment purchased and retired and expenditure of resources. .
· be responsible for ensuring an acceptable level of technical quality of all programs;
· maintain a log of programming available to the general public.
· maintain a written complaint/compliment file available to the general public.
· broadcast all town meetings, all Selectboard meetings and, as determined by the MCAC in consultation with the provider, other important government meetings or public hearings.
· maintain a library of recent and current local access programs
· provide and maintain a community calendar as a PSA
· make every reasonable effort to encourage Montague-based programming

Contract Terms (these are suggestions; the MCAC recognizes that standard contract terms must be included per town counsel)

· a contract should be issued by the Selectboard to the chosen local access provider for a term of three years;
· the designated provider will maintain workers compensation, liability, general comprehensive and non-owned vehicle liability insurance naming the Town as co-insured in force throughout the term of the contract and will provide the Town with certificates showing compliance;
· the designated provider will require every access user to indemnify the Town and hold both harmless against any claims arising out of any program material produced and/or cablecast;
· the Town will assume the cost and responsibility for insuring Town-owned equipment used to meet the local access needs;
· Annually, within 90 days of the anniversary of the contract, the designated provider will take part in a public performance evaluation overseen by the Cable Advisory Committee. The purpose will be to determine whether the provider is performing its duties pursuant to this contract.
· The contract may be terminated by the Town if the designated provider files for bankruptcy or is found, after the annual review, to be in serious breach of its responsibilities to the citizens of Montague.