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3. The Company shall transfer to the Commission title to and ownership of all equipment listed in soon to be created Exhibit A, which shall be made a part hereof 4. The Company shall make available for the term of the Franchise and any renewals thereof for use by the Commission and City those six channels currently on the North Central Suburban cable system and currently known as the Public Access Channel 15, the Government Access Channel 16, and the Educational Access Channels 58, 60, and 61, and the Religious Access Channel 57. the Company shall separate cable casting on these channels, if not already accomplished, so that these channels may be discretely programmed and cable cast to Coon Rapids and the remaining seven (7) Member Cities of the Commission. The expense for system conversion to allow for such discrete cable casting shall come from any excess PEG fees collected by the Company in 1995 and 1996, and the first tow (2) months of 1997 pursuant to that certain Memorandum of Understanding ("MOU") by and between City and Company. In addition, the Commission and City shall have complete and unrestricted access to the above-mentioned channels, however, the Company will have full responsibility for the term of the Franchise for the maintenance, repair, and technical performance of said channels. 5. Commencing January 1, 1997, the PEG Fee established pursuant to the Memorandum of Understanding shall be $1. 75 per month per subscriber. 6. The Company shall pay the full amount of the PEG Fee collected from the subscribers of City to the Commission, or its designee. The Company shall prepay quarterly, an estimated quarterly PEG Fee, which shall be annually reconciled to reflect actual PEG Fee receipts by Meredith subject to more frequent reconciliation by mutual agreement of the parties. The first prepayment shall be on or before March 1, 1997 for March, April, May and June of 1997. 7. The Company shall assign and the Commission, or its designee, shall assume all real-estate and equipment leases and contracts relating to PEG Programming. 8. The Commission shall be responsible for any and all I-Net or other switching related to PEG Programming or non-profit use of the I-Net capacity for its seven (7) Member Cities, which shall occur only as provided in the Franchise and consistent with applicable laws. 9. The Commission shall advise Meredith in writing at least thirty (30) days prior to the Effective Date of Transfer of its intention to make offers of employment to Meredith personnel relating to PEG Programming. The Commission intends to employ all five (5) current employees of Meredith and North Central Community Programming operations. 10. City agrees to allow Meredith to keep its local customer service office in the space it occupies as of December 31, 1996, provided that Meredith assumes the capital