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? Memorandum of Understanding - Economic Develoqment Fund This Memorandum of Understanding (this "MOU"), effective this _day of March, ; 2010 (the "Effective Date"), is entered into by and between OneCommunity, with a place of business at 800 West St. Clair, Second Floor, Cleveland, Ohio, 44113 and the Village of Mayfield, Ohio ("the Village"), represented herein by the Mayor, with a place of business at 6622 Wilson Mills Road, Mayfield Village, OH 44143, each herein referred to as a"Party" or together as the "Parties." This MOU sets forth the willingness of the Parties to pursue mutual arrangements for the creation of an Economic Development Fund ("the Fund"), initially to be used for last mile connectivity to Mayfield Village commercial enterprises as related to the Mayfield Village Fiber Network (MVFN). 1. General Description. 1.1 The Mayfield Village Fiber Network (MVFN) is intended as an economic development tool to attract and retain businesses to Mayfield Village through the extension of a robust and low-cost broadband infrastructure for commercial use. The MVFN is intended to provide a platform to promote all of those purposes at a cost that is acceptable to the Village, effectively.:creating an e-Corridor driving economic development, business attraction, as well as a stable and "on, going revenue stream for future economic development activities. 1.2 OneCommunity is an Ohio 501(c)(3) corporation that builds, owns and: operates high-speed fiber- optic broadband networks in the service of government, public service and economic development. OneCommunity's open network design, commitment to net neutrality,; and core mission of collapsing the burden of government while enhancing public service?provisioning and sustainable, long-term economic development opportunities makes its collaboration with the Village on this important initiative a seamless extension of its own operating ethos; :This collaboration will benefit the Village through the creation of a unique community-owned asset fhat will serve the citizenry of the Village for decades to come. ` 2. Purpose. 2.1 The purpose of this MOU is to define the scope of collaboration':b'etween the Parties, the basic understanding, funding mechanism and sanctioned use of the Fund, and the roles and responsibilities of each Party in the realization of the Village's aims;for the MVFN. It also serves as an affirmation by the Parties to use best efforts to drive the acloption and use of the MVFN infrastructure in a timely fashion. A formal Operating Agreement for.the Fund will be developed by the parties post execution of this MOU, and will ultimately govern the contractual relationship between the parties with respect to Fund operation and the roles and_'responsibilities of the Parties. 3. Collaboration. The Parties will collaborate with respect to the creation and on-going management of the Fund in the following manner: _ 3.1. Initial Funding: Mayfield Village will accelerate the payment of the 50% remaining balance of ($164,000.00), contractually owed to OneCommunity the first day:of the thirteenth month after the Acceptance Date, i.e. July 1, 2010, as documented in the "Fiber Facilities Construction and Provision of Services Agreement" dated 1/29/2009 and executed by both Parties. As of the effective date of this MOU, a$40,000.00 line of credit will be sef aside by OneCommunity in the Fund to initially be used to pay lateral build costs for new customers that join the MVFN network. LI/J) onP_COt-`1MUi"11fiJ Page 1 of 4 Revision 031210