06/03/2019 BOARD OF SELECTMEN Agenda Packet

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SECTION 12—THE ACCESS CORPORATION BOARD OF DIRECTORS The Board of Selectmen shall have the right to appoint and designate, at its sole discretion, one (1) person, who will serve on the Access Corporation's Executive Board throughout the term of this Agreement. It is understood that the Board of Selectmen's appointee may be excluded from discussions regarding contract negotiations with the Town. SECTION 13—INDEMNIFICATION The Access Corporation shall, at its sole cost and expense, and in its rules for PEG Access use, require that every PEG Access User indemnify and hold harmless the Board of Selectmen,the Town, its officials, boards and employees against any and all claims arising out of any use of the PEG Access studio and/or due to any programming cablecast over the PEG Access Channels including, but not limited to, libel, slander, invasion of privacy or publicity rights, non-compliance with applicable rules, regulations and/or laws and/or authorized use of copyrighted materials). SECTION 14—INSURANCE 1. The Access Corporation shall carry insurance indemnifying the Board of Selectmen, the Town and itself from and against all claims for injury or damage to persons or property caused by the use of the PEG Access studio and/or any PEG Access equipment, and shall name the Town as an additional insured party. Such insurance shall not be less than one Million dollars ($1,000,000.00) for bodily injury or death to any one person or property damage resulting from any one occurrence and Three Million dollars ($3,000,000.00) for such coverage in the aggregate. 2. All insurance shall be with responsible companies qualified to do business in Massachusetts. It is also understood and agreed that upon issuance of such insurance policy, a complete certified copy shall be given to the Town for its review and records. No insurance certificates shall be cancelled without a minimum of thirty(30) days prior written notice to the Town. 3. The Access Corporation shall insure all PEC Access equipment for theft, loss and damage. SECTION 15—ASSIGNMENT The Access Corporation shall have no right whatsoever to assign or sublet its rights regarding the PEG Access studio, PEG Access equipment, annual funding and/or PEG Access capital funding under this Agreement without the advance, express, written consent of the Board of Selectmen. SECTION 16—TERM INATION/Di SSOLUTON OF THE ACCESS CORPORATION 1. The Board of Selectmen may terminate this Agreement for material breach of this Agreement by the Access Corporation; provided, however, that the Board of Selectmen shall give the Access Corporation (i) advance, written notice specifying, in reasonable detail, such breach and (ii)sixty (60) days from the date of such written notice to cure any such breach. The result of such termination by the Board of Selectmen shall be that the Access Corporation shall no longer be the designated Access Corporation. 7