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FROM : NORTH METRO FA1t NO. : 612 760 8242 Oct. 17 2002 08:39AM P2 <br />Jk, <br />This Mernorandum of Understanding is entered into this A4 day of '� "" - , 199 , by <br />and between. the North C®til Suburban Cable Communications Commission (hereinafter <br />"Commission"), a joint powers commission consisting of the aides of Blaine. Centerville. Circle <br />Pines, Laxington, Lino i es, Ham Lake, Spring Lake Park and Coon Rapids (hereinafter <br />'Member Cities"), and Meredith/New Heritage Strategic Partners, L.P., North Central Cable <br />Communications Compatty; and Group W of the North Central Suburbs, Inc., d/b/a Meredith <br />Cable (hereinafter "Meredith"), as to certain rate regulatory and oilier issues within the authority <br />of the Commission, and by and between the Member Cities and Meredith as to issues solely <br />within the authority of the Mier Cities. <br />Meredith is the operator of cable communications system operating pursuant to franchises <br />granted by the Member Cities ("Cable System"). The -franchises granted by those cities to <br />Meredith shall be hereinafter collectively referred to as the "Franchise". The Fra:nchin is <br />adstixististered and enforced pursuant to a Joist and Cooperative Agreement (hereinafter <br />"Agreement") creating Commission. <br />'The purpose of this Memorandum of Understanding (hereinafter *Memorandum") is to set <br />forth certain understandings, stipulations and agre=ents between able Member Cities and <br />Meredith, with regard to the responsibility for. and £undIn g of public, eduaatiotol, goverr=ntal, <br />religious. and library prcraznmigg ("PEG Programming"); and between Meredith and <br />Comnaisaion with regard to Meredith's basic service rates and related equipment charges; <br />provision by Meredith of "Universal PEG Service", c=ta.in Grants to be paid by Meredith to <br />Commission; and treatrnent of "Profits" upon the sale or a-ansfer of ownership of any part of <br />Meredith's cable system sufficient to require Number Citias' approval pursuant to the Franchise. <br />Cornmission is authorized by the Agreement and applicable stave and federal laws and <br />regulations to negotiate and snake such contracts or agreements and take such other action as it <br />deems necessary and appropriate to accomplish its purposes in administering and enforcing the <br />Franchise. Any Franchise Ordinance amendments remain the exclusive authority of each Member <br />City. <br />The understandings, stipulations and agreements between the Member Cities and Meredith . <br />herein are in addition to and external to the Franchise and are as follows: <br />1. PEG:. FUNDING AI D 95LATF.D OBLI.GATIONS. <br />Meredith shall remain, For the remainder of the current Franchise and any subsequent <br />renewed franchise period [the sum total of which shall not to exceed fifteen (15) yea.ri without <br />mutual agmment of both pardes], responsible and. obligated for the provision and Aukling of PEG <br />