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MEMORANDUM OF UNDERSTANDING <br />This Memorandum of Understanding is entered into this day of , 199.5, by <br />and between the North Central Suburban Cable Communications Commission (hereinafter <br />"Commission"), a joint powers commission consisting of the cities of Blaine, Centerville, Circle <br />Pines, Lexington, Lino Lakes, 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 Company; and Group W of the North Central Suburbs, Inc., d/b/a Meredith <br />Cable (hereinafter "Meredith"), as to certain rate regulatory and other 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 Member Cities. <br />Meredith is the operator of cable communications systems 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 Franchise is <br />administered and enforced pursuant to a Joint 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 agreements between the Member Cities and <br />Meredith with regard to the responsibility for and funding of public, educational, governmental, <br />religious, and library programming ("PEG Programming"); and between Meredith and <br />Commission with regard to Meredith's basic service rates and related equipment charges; <br />provision by Meredith of "Universal PEG Service", certain Grants to be paid by Meredith to <br />Commission; and treatment of "Profits" upon the sale or transfer of ownership of any part of <br />Meredith's cable system sufficient to require Member Cities' approval pursuant to the Franchise. <br />Commission is authorized by the Agreement and applicable state and federal laws and <br />regulations to negotiate and make 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 />PEG FUNDING AND RELATED OBLIGATIONS. <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) years without <br />mutual agreement of both parties], responsible and obligated for the provision and funding of PEG <br />1 <br />