Page 1 TRANSFER AGREEMENT

STATE OF FLORIDA

COUNTY OF _________________

/s/ Illegible

DATE 12/17/99

APPROVED AS TO FORM

N. BRUCE KAZEE, COUNSEL

EX-10.56 6 dex1056.htm TRANSFER AGREEMENT Transfer Agreement

EXHIBIT 10.56

Exhibit A

TRANSFER AGREEMENT


		Page

Section 1.	DEFINITION	3

Section 2.	TRANSFER OF FRANCHISE	3

Section 3.	ACCEPTANCE OF FRANCHISE OBLIGATIONS	4

Section 4.	RESERVATION OF RIGHTS	5

Section 5.	REPRESENTATIONS AND WARRANTIES	6

Section 6.	ADDITIONAL COMMITMENTS	7

Section 7.	INDEMNIFICATION	7

Section 8.	ADDITIONAL CONDITIONS	8

Section 9.	BREACHES	9

Section 10.	MISCELLANEOUS PROVISIONS	9

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TRANSFER AGREEMENT

This TRANSFER AGREEMENT is made this 7 day of January, 2004, by and between:

A. Pinellas County, a Florida County (“COUNTY”);

B. Verizon Media Ventures Inc., a Delaware corporation, hereinafter referred to as VERIZON; and

C. Knology Broadband of Florida Inc., a Delaware corporation, hereinafter referred to as KNOLOGY; and

D. Knology New Media Inc., a Delaware corporation and wholly owned subsidiary of Knology Inc., hereinafter referred to as KNOLOGY NEW MEDIA.

KNOLOGY and KNOLOGY NEW MEDIA etc. may be referred to jointly herein as “COMPANIES”.

RECITALS

WHEREAS, VERIZON currently holds a cable franchise (the “FRANCHISE”) from the COUNTY subject to the GTE Media Ventures Cable Franchise Ordinance, Pinellas County Ordinance No. 99-106. (“FRANCHISE AGREEMENT”), as modified and becoming a part thereof, by stipulations attendant to a nominal change in control, from GTE Media Ventures Incorporated and Bell Atlantic Corporation with respect to issues documented in Pinellas County Resolution No. 00-60, which stipulations have been confirmed in writing by GTE Media Ventures Incorporated by Acceptances dated March 20, 2000 and April 24, 2000, and which became effective upon the merger of GTE Corporation and Bell Atlantic Corporation and as further subject to the “Cable System Regulatory Ordinance”, Ordinance 99-46, as amended and codified at Chapter 30 of the Pinellas County Code (“Cable Ordinance”), all of which documents, as any of them may lawfully be or may have been amended from time to time, are collectively referred to as the “FRANCHISE DOCUMENTS”; and

WHEREAS, by action of its Board Directors and stockholder, effective June 23, 2000, GTE Media Ventures Incorporated changed its name to Verizon Media Ventures Inc. (“VERIZON” ) and has provided cable television service to subscribers in the County pursuant to the Franchise Documents, through its cable system in the County (“SYSTEM”); and

WHEREAS, pursuant to an Asset Purchase Agreement dated July 15, 2003 (“Asset Purchase Agreement”), KNOLOGY NEW MEDIA will acquire the franchise currently held by VERIZON and the

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cable system serving the County both of which will then be assigned to KNOLOGY (the “PROPOSED TRANSACTION”); and

WHEREAS, the FRANCHISE AGREEMENT Section 3.2.1 and the CABLE ORDINANCE Section 30-26.g.(1 & 2) provides that the prior approval of the COUNTY is required for the PROPOSED TRANSACTION; and

WHEREAS, VERIZON and the COMPANIES filed an FCC Form 394 with the COUNTY and requested that the COUNTY approve the PROPOSED TRANSACTION (the “TRANSFER APPLICATION”); and

WHEREAS, KNOLOGY agrees to provide a guarantee, in the attached form, from Knology Inc. and KNOLOGY NEW MEDIA guaranteeing performance by KNOLOGY of all of KNOLOGY’s obligations under the FRANCHISE DOCUMENTS and this TRANSFER AGREEMENT; and

WHEREAS, THE COMPANIES have agreed to comply with the FRANCHISE DOCUMENTS and applicable law from and after the completion of the PROPOSED TRANSACTION; and

WHEREAS, relying on VERIZON, and THE COMPANIEs’ respective representations, the COUNTY is willing to grant its consent to the PROPOSED TRANSACTION, subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration for the COUNTY’s consent to the PROPOSED TRANSACTION, and subject to the terms and conditions of this Agreement and of the COUNTY’S Resolution consenting to the PROPOSED TRANSACTION (“TRANSFER RESOLUTION”), THE PARTIES DO HEREBY AGREE as follows:

Section 1. DEFINITION

For purposes of this TRANSFER AGREEMENT, “FRANCHISEE” shall mean VERIZON prior to the closing of the PROPOSED TRANSACTION, and KNOLOGY on and after that date.

Section 2. TRANSFER OF FRANCHISE

2.1 The foregoing recitals are true and correct and are incorporated herein by reference.

2.2 The COUNTY has consented through the TRANSFER RESOLUTION to the PROPOSED TRANSACTION as specified in the TRANSFER APPLICATION, in consideration for the promises and performances of VERIZON and THE COMPANIES as expressed in this TRANSFER AGREEMENT.

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Section 3. ACCEPTANCE OF FRANCHISE OBLIGATIONS

3.1 KNOLOGY hereby accepts, acknowledges, and agrees that, after the PROPOSED TRANSACTION, KNOLOGY will be bound by all the commitments, duties, and obligations, present, continuing and future, of the FRANCHISEE embodied in the FRANCHISE DOCUMENTS, and that the PROPOSED TRANSACTION will have no effect on these obligations.

3.2 VERIZON and the COMPANIES agree that neither the PROPOSED TRANSACTION nor the COUNTY’s approval of the PROPOSED TRANSACTION shall in any respect relieve the FRANCHISEE or any of its successors in interest of responsibility for its past acts or omissions, known or unknown. VERIZON hereby agrees that, except to the extent otherwise covered by separate agreements, it shall be liable for its past acts and omissions, known and unknown, including liability for any and all previously accrued but unfulfilled obligations to the COUNTY, under the FRANCHISE DOCUMENTS and applicable law, for all purposes, including but not limited to review of past performance. KNOLOGY agrees that, for purposes of determining whether its FRANCHISE should be renewed, all acts and omissions of FRANCHISEE occurring prior to this Agreement will be deemed to be those of KNOLOGY. The PROPOSED TRANSACTION shall not restrict or expand the rights of the COMPANIES under or related to the FRANCHISE DOCUMENTS as compared to those that could have been exercised by the FRANCHISEE prior to the PROPOSED TRANSACTION.

3.3 VERIZON shall ensure that all records pertaining to the FRANCHISE, including financial records, shall continue to be available after the PROPOSED TRANSACTION in the same way and to the same extent such information was available prior to the PROPOSED TRANSACTION. KNOLOGY shall ensure that all records pertaining to the FRANCHISE in its possession, shall continue to be available after the PROPOSED TRANSACTION in the same way and to the same extent such information was available prior to the PROPOSED TRANSACTION.

3.4 KNOLOGY represents and warrants that it has and will have complete and actual working control over the system.

3.5 KNOLOGY shall execute and submit to the COUNTY an Acceptance of Franchise by KNOLOGY in substantially the form attached hereto as Exhibit B.

3.6 KNOLOGY agrees to provide a guarantee from KNOLOGY, INC. and KNOLOGY NEW MEDIA in the form specified in Exhibit A, which is acceptable to the COUNTY, guaranteeing performance by KNOLOGY of all of KNOLOGY’s obligations under the FRANCHISE DOCUMENTS and this Transfer Agreement. The signed guarantees must be provided on or before the closing of the PROPOSED TRANSACTION.

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3.7 VERIZON and the COMPANIES agree that, from and after the consummation of the PROPOSED TRANSACTION it shall comply with all of the terms and conditions set forth in this Transfer Agreement. VERIZON agrees that it will not take any action, without cause, that prevents KNOLOGY from complying with its obligations under the Franchise Documents or this Agreement. VERIZON agrees that it will provide the County 20 days prior notice of any action taken by VERIZON which may reasonably result in an interruption or degradation of service to KNOLOGY subscribers on account of a failure by KNOLOGY to meet an obligation under any agreement between KNOLOGY and VERIZON.

3.8 KNOLOGY and the COUNTY agree to the assignment, by VERIZON, of all rights and responsibilities under terms of the Production Truck Usage Agreement, dated December 5, 2000, consistent with the terms as incorporated through the FRANCHISE AGREEMENT between Verizon Media Ventures Inc. and Pinellas County.

Section 4. RESERVATION OF RIGHTS

4.1 The COUNTY reserves all rights not expressly granted in this Transfer Agreement, including without limitation those specified below.

4.2 The COUNTY waives none of its rights with respect to the FRANCHISEE’, the COMPANIES’ or VERIZON’S compliance with the requirements set forth in the FRANCHISE DOCUMENTS. At no time will the COMPANIES contend, either directly or indirectly, that the COUNTY is barred, by reason of the PROPOSED TRANSACTION, from considering, or raising claims based on, any defaults of KNOLOGY or VERIZON, any failure by KNOLOGY or VERIZON to provide reasonable service in light of the community’s needs, or any failure by KNOLOGY or VERIZON to comply with the terms and conditions of the FRANCHISE DOCUMENTS or with applicable law. The COUNTY approval of the PROPOSED TRANSACTION shall in no way be deemed a representation by the COUNTY that the FRANCHISEE is in compliance with all of its obligations under the FRANCHISE DOCUMENTS.

4.3 Neither this TRANSFER AGREEMENT, nor any other action or omission by the COUNTY at or before the execution of this, TRANSFER AGREEMENT, shall be construed to grant the COUNTY’s consent to any future transfer of the FRANCHISE and/or the SYSTEM, and/or any future change in ownership and/or control of the FRANCHISE and/or the SYSTEM, or to mean that the County’s consent to any future transaction is not required.

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4.4 Any consent given by the COUNTY to the PROPOSED TRANSACTION is made without prejudice to, or waiver of, the COUNTY’s right to investigate and take into account any lawful considerations during any future FRANCHISE renewal or transfer process.

4.5 This TRANSFER AGREEMENT does not affect and shall not be construed to affect the rights and authority of the COUNTY to regulate or authorize, by ordinance, license or otherwise, use of the public rights-of-way for purposes other than for cable service.

Section 5. REPRESENTATIONS AND WARRANTIES

5.1 VERIZON and each of the COMPANIES hereby represents and warrants that at the time of the execution of this TRANSFER AGREEMENT: (a) it is a corporation or partnership duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized; (b) the FRANCHISE DOCUMENTS and, assuming due execution hereof by the other parties hereto, this TRANSFER AGREEMENT constitute legal, valid and binding obligations of such Company enforceable in accordance with their terms; (c) the execution and delivery of, and performance by such Company under, this TRANSFER AGREEMENT and the FRANCHISE DOCUMENTS, where applicable, are within such Company’s power and authority without the joinder or consent of any other party and have been duly authorized by all requisite corporate or partnership action on the part of such Company and are not in contravention of such Company’s partnership agreement charter, bylaws, and/or other organizational documents; and (d) no representation made to the COUNTY by such Company is incomplete, untrue or inaccurate in any material respect.

5.2 KNOLOGY represents and warrants that neither the PROPOSED TRANSACTION nor this TRANSFER AGREEMENT will adversely affect KNOLOGY’s ability to meet the requirements of the current FRANCHISE DOCUMENTS, or to meet the COUNTY’s future cable-related needs and interests in a renewal franchise.

5.3 KNOLOGY represents and warrants that the PROPOSED TRANSACTION will not have any adverse financial effect on the System, or adversely affect performance.

5.4 KNOLOGY represents and warrants that after the PROPOSED TRANSACTION, KNOLOGY’S financial qualifications will be such as shall enable it to maintain and operate the SYSTEM in the COUNTY.

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5.5 KNOLOGY represents and warrants that the PROPOSED TRANSACTION will not in any respect reduce the quality of customer service in the COUNTY.

5.6 KNOLOGY represent and warrant that the PROPOSED TRANSACTION will not reduce the quality of existing system maintenance or repair.

Section 6. ADDITIONAL COMMITMENTS

VERIZON agrees to reimburse the COUNTY for all costs, including fees and expenses, actually and reasonably incurred (including, without limitation, for attorneys and financial and technical consultants) in its review of the TRANSFER APPLICATION, including but not limited to the costs of negotiations, evaluating the qualifications of the COMPANIES and preparing this Agreement and related documentation, subject to the $15,000 limitation in Section 30-27(d)(1) of the CABLE ORDINANCE. The COUNTY shall provide VERIZON with an accounting and invoices of these fees and expenses. Payment to the COUNTY shall be delivered within thirty (30) days of receipt of invoices, provided that no payment shall be made to the COUNTY unless the County Commission has approved this Agreement. Such payments are in addition to any franchise fee, communications services taxes, and PEG payments and such payments shall not be treated as costs eligible for treatment as conditions of the FRANCHISE in accordance with 47 CFR _76.925. Failure to make timely payment of these costs and expenses, except to the extent that they are the subject of legitimate dispute, shall constitute a failure of performance of applicable provisions of the Pinellas County Cable System Regulatory Ordinance and the Franchise Agreement for which remedy may be sought from VERIZON directly from its performance bond.

Section 7. INDEMNIFICATION

7.1 VERIZON and each of the COMPANIES agree to indemnify and hold the COUNTY harmless against any loss, claim, damage, liability or expense (including, without limitation, reasonable attorneys’ fees) caused by any representation or warranty made by that Company herein which is determined by a court of competent jurisdiction or by the parties to be untrue or inaccurate in any material respect.

7.2 In addition to any indemnification under the FRANCHISE DOCUMENTS, KNOLOGY shall indemnify and hold the COUNTY harmless against any loss, claim, damage, liability or expense

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(including, without limitation, reasonable attorneys’ fees) incurred by the COUNTY in connection with any action or proceeding commenced by a third party (not one of the parties to this TRANSFER AGREEMENT) claiming or asserting any liability of the COUNTY relating to or arising from the PROPOSED TRANSACTION or this TRANSFER AGREEMENT.

7.3 VERIZON shall indemnify, pay the cost of defense, including attorney’s fees, and hold harmless the COUNTY from all suits, actions or claims of any character brought on account of any injuries or damages received or sustained by any person, persons or property by or from the FRANCHISE; or by, or in consequence or of any neglect in safeguarding the work under the FRANCHISE; or on account of act or omission, neglect or misconduct of VERIZON; or by, or on account of, any claim or amounts recovered under the Workers’ Compensation Law or of any other laws, by-laws, ordinance, order or decree, except only such injury or damage as shall have been occasioned by the sole negligence of the COUNTY. Notwithstanding the foregoing, VERIZON’S indemnification obligation hereunder shall be limited to suits, actions, or claims resulting from acts or omissions prior to the date of Transfer. The COUNTY shall give VERIZON prompt notice of the making of any claim or the commencement of any action, suit or other proceeding covered by the provisions of this section.

Section 8. ADDITIONAL CONDITIONS

8.1 In the event the transfer does not close by March 31, 2004, or closes on terms that are in any material respect different from the terms disclosed to the COUNTY in writing, then any COUNTY consent to the PROPOSED TRANSACTION shall be void and of no force or effect, and the PROPOSED TRANSACTION deemed to have been timely denied.

8.2 VERIZON and the COMPANIES hereby waive any and all claims that they may have that any denial of the TRANSFER APPLICATION that results from failure of the conditions herein fails to satisfy the deadlines established by applicable law including, without limitation, claims based on, arising out of, or relating to 47 U.S.C. _537, as amended, and agree that they shall be deemed to have agreed to an extension of the time to act on the TRANSFER APPLICATION as required to make any denial effective.

8.3 KNOLOGY shall provide proof that all required insurance, bonds and letters of credit have been delivered to the COUNTY on or before the Closing of the PROPOSED TRANSACTION.

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Within 20 days of Knology Inc. closing its public stock offering, it shall submit proof that it has satisfied any liens or encumbrances arising out of the five million dollar Purchase Money Financing Line of Credit between KNOLOGY NEW MEDIA INC. and certain of its investors.

8.4 Except to the extent provided below all required insurance, bonds and letters of credit currently provided by VERIZON shall remain in full force until KNOLOGY provides proof to the COUNTY that all insurance, bonds and letters of credit as required under the FRANCHISE have been obtained. VERIZON shall maintain in full force and effect a faithful performance bond running to the COUNTY, with a good and sufficient surety approved by the COUNTY, in the amount of $100,000.00, conditioned that VERIZON shall well and truly observe, fulfill, and perform each term and condition of the FRANCHISE which VERIZON is obligated to observe, fulfill, and perform until and including the Closing of the PROPOSED TRANSACTION, and that, in case of any breach which may be discovered and for which a claim may be made before or after the Closing of the PROPOSED TRANSACTION, the COUNTY shall be entitled to recover from the principal and sureties thereof the amount of all damages, including all costs and attorney’s fees incurred by the COUNTY, approximately resulting from the failure of VERIZON to well and faithfully observe and perform any and all of the provisions of the FRANCHISE which VERIZON was obligated to observe and perform prior to and including the Closing of the PROPOSED TRANSACTION. Such bond shall be maintained in full force and effect for a term or succession of terms ending 18 months after the effective date of this TRANSFER AGREEMENT.

Section 9. BREACHES

Any breach of this TRANSFER AGREEMENT on or after Closing by KNOLOGY shall be deemed a breach of the FRANCHISE AGREEMENT and shall be subject to all remedies available for a breach of the FRANCHISE AGREEMENT, in addition to any other remedies the parties may have under this TRANSFER AGREEMENT at law or equity.

Section 10. MISCELLANEOUS PROVISIONS

10.1 Effective Date: This TRANSFER AGREEMENT shall be effective and binding upon the signatories once it has been signed by all signatories.

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10.2 Binding Acceptance: This TRANSFER AGREEMENT shall bind and benefit the parties hereto and their respective heirs, beneficiaries, administrators, executors, receivers, trustees, successors and assigns, and the promises and obligations herein shall survive the expiration date hereof. Any purported assignment of this TRANSFER AGREEMENT is void without the express written consent of the signatories.

10.3 Voluntary Agreement: This TRANSFER AGREEMENT is freely and voluntarily given by each party, without any duress or coercion, and after each party has consulted with its counsel. Each party has carefully and completely read all of the terms and provisions of this TRANSFER AGREEMENT. Neither any of the COMPANIES, nor any of their affiliates, nor the COUNTY, will take any action to challenge any provision of this TRANSFER AGREEMENT; nor will they participate with any other person or entity in any such challenge.

10.4 Severability: If any term, condition, or provision of this TRANSFER AGREEMENT shall, to any extent, be held to be invalid, preempted, or unenforceable, the remainder hereof shall be valid in all other respects and continue to be effective.

10.5 Counterparts: This TRANSFER AGREEMENT may be executed in several counterparts, each of which when so executed shall be deemed to be an original copy, and all of which together shall constitute one agreement binding on all parties hereto, notwithstanding that all parties shall not have signed the same counterpart.

10.6 Conforming Amendments to Franchise Agreement: KNOLOGY agrees to accept FRANCHISE amendments to the extent necessary to reflect the PROPOSED TRANSACTION or the provisions of this TRANSFER AGREEMENT.

10.7 Governing Law: This TRANSFER AGREEMENT shall be governed in all respects by the law of the State of Florida.

10.8 Captions and References: The captions and headings of sections throughout this TRANSFER AGREEMENT are intended solely to facilitate reading and reference to the sections and provisions of this TRANSFER AGREEMENT. Such captions shall not affect the meaning or interpretation of this TRANSFER AGREEMENT.

END OF SUBSTANTIVE PROVISIONS

SIGNATURE PAGE AND EXHIBITS TO FOLLOW

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AGREED TO THIS 7 DAY OF January, 2004.

[SEAL]


ATTEST		Pinellas County, Florida

/s/ Illegible		By:	/s/ Illegible

Clerk of the Circuit Court			County Administrator

		Approved as to Form

		/s/ Illegible

		County Attorney

		Verizon Media Ventures, Inc.

	By:	/s/ Anna Marie Moran

	Name/Title :	Anna Marie Moran Vice President/General Manager

STATE OF __ Texas______:

I HEREBY CERTIFY, that on this 17 day of December, 2003, before me, the subscriber, a Notary Public of the State of Texas, in and for Dallas County, _________, aforesaid personally appeared Anna Marie Moran of Verizon Media Ventures Inc. and acknowledged the foregoing Transfer Agreement by Verizon Media Ventures Inc.in Dallas County, Texas, to be the act and deed of said company.

Dallas County, Texas

AS WITNESS my hand and Notary Seal

/s/ Illegible

Notary Public

My Commission Expires: 11/3/2007

[SEAL]

WANDA F. KOTERBA

MY COMMISSION EXPIRES

November 1, 2007

Page 11


	Knology New Media, Inc.

By:	/s/ Felix L. Boccucci Jr.
Name/Title:		Felix L. Boccucci, Jr.
		Vice President Business Development

STATE OF GEORGIA:

I HEREBY CERTIFY, that on this 9th day of December, 2003, before me, the subscriber, a Notary Public of the State of Georgia, in and for Troup County, Georgia, aforesaid personally appeared Felix L. Boccucci, Jr., Vice President Business Development of Knology, Inc. and acknowledged the foregoing Acceptance of Franchise by Franchisee in Pinellas County, Florida, to be the act and deed of said company.

Troup County, Georgia

AS WITNESS my hand and Notary Seal

/s/ Ruby C. Anderson

Notary Public

My Commission Expires: MY COMMISSION EXPIRES JUNE 21, 2005


	Knology Broadband of Florida, Inc.

By:	/s/ Felix L. Boccucci, Jr.
Name/Title:		Felix L. Boccucci, Jr.
		Vice President Business Development

STATE OF GEORGIA:

Troup County, Georgia

AS WITNESS my hand and Notary Seal

/s/ Ruby C. Anderson

Notary Public

My Commission Expires: MY COMMISSION EXPIRES JUNE 21, 2005

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EXHIBIT A- Knology Inc.

GUARANTEE OF PERFORMANCE

WHEREAS, the County of Pinellas, Florida (“COUNTY”) granted a franchise (“FRANCHISE”) to Verizon Media Ventures Inc., to erect, construct, operate, and maintain a cable system in the COUNTY pursuant to the GTE Media Ventures Incorporated. Cable Franchise Ordinance, Pinellas County Ordinance No. 99-106 as modified and becoming a part thereof, by stipulation attendant to a nominal change in control, from GTE Media Ventures Incorporated with respect to issues documented in Pinellas County Resolution No. 00-60, which stipulations have been confirmed in writing by GTE Media Ventures Incorporated on March 20, 2000 and April 24, 2000, were accepted for filing by the Board of County Commissioners on May 2, 2000 and which became effective upon the merger of GTE Corporation and Bell Atlantic Corporation and as further subject to the “Cable System Regulatory Ordinance”, Ordinance 99-46, as amended and codified at Chapter 30 of the Pinellas County Code, all of which documents, as any of them may lawfully be or may have been amended from time to time, are collectively referred to as the “FRANCHISE DOCUMENTS”; and

WHEREAS, the County of Pinellas, Florida (“COUNTY”) consented to a transfer of a COUNTY franchise from VERIZON to KNOLOGY (“FRANCHISEE”) conditioned upon execution of a transfer agreement and related documents including this Guarantee; and

WHEREAS, Knology Inc. (“GUARANTOR”) is an indirect parent of the FRANCHISEE and will have a substantial interest in the FRANCHISE, in the conduct of the FRANCHISEE, and in the FRANCHISE DOCUMENTS, which are incorporated herein by this reference;

NOW, THEREFORE, the GUARANTOR hereby unconditionally guarantees the due and timely performance of any and all obligations of the FRANCHISEE required by the FRANCHISE DOCUMENTS. The GUARANTOR also promises that no company in the chain of ownership between it and the FRANCHISEE will take any action that would prevent the FRANCHISEE from performing its obligations under the FRANCHISE. This Guarantee, unless terminated, substituted or canceled as hereinafter provided, shall remain in full force and effect for the term of the FRANCHISE, as it may be renewed or extended and as provided by the FRANCHISE DOCUMENTS; provided, however, that upon the COUNTY’S prior written approval of a substitute guarantor, which approval shall not be unreasonably withheld, this Guarantee may be terminated, substituted or canceled upon written notice from the GUARANTOR to the COUNTY and the FRANCHISEE. Any such substitution of the GUARANTOR will be implemented in a manner that ensures that the substitute guarantee is in place

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and effective prior to or contemporaneously with the termination, substitution or cancellation of this Guarantee so that there is no breach in coverage.

Any notice of such a substitution as required by law shall be addressed to the COUNTY Administrator with a copy to the FRANCHISEE. Such termination shall not affect liability incurred or accrued under this Guarantee prior to the effective date of such termination or cancellation.


Knology, Inc.

By:		/s/ FELIX L. BOCCUCCI

Name:		FELIX L. BOCCUCCI
Title:		VP BUSINESS DEVELOPMENT

STATE OF GEORGIA:

I HEREBY CERTIFY, that on this 13^th day of February, 2004, before me, the subscriber, a Notary Public of the State of Georgia, in and for Troup County, Georgia, aforesaid personally appeared Felix L. Boccucci of Knology, Inc. West Point, GA acknowledged the foregoing Acceptance of Franchise by Franchisee in Pinellas County, Florida, to be the act and deed of said company.

Troup County, Georgia

AS WITNESS my hand and Notary Seal

/s/ Ruby C. Anderson

Notary Public

My Commission Expires: MY COMMISSION EXPIRES JUNE 21, 2005

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EXHIBIT A- Knology New Media Inc.

GUARANTEE OF PERFORMANCE

WHEREAS, the County of Pinellas, Florida (“COUNTY”) granted a franchise (“FRANCHISE”) to Verizon Media Ventures Inc., to erect, construct, operate, and maintain a cable system in the COUNTY pursuant to the GTE Media Ventures Incorporated. Cable Franchise Ordinance, Pinellas County Ordinance No. 99-106 as modified and becoming a part thereof, by stipulation attendant to a nominal change in control, from GTE Media Ventures Incorporated with respect to issues documented in Pinellas County Resolution No. 00-60, which stipulations have been confirmed in writing by GTE Media Ventures Incorporated on March 20, 2000 and April 24, 2000, were accepted for filing by the Board of County Commissioners on May 2, 2000, and which became effective upon the merger of GTE Corporation and Bell Atlantic Corporation and as further subject to the “Cable System Regulatory Ordinance”, Ordinance 99-46, as amended and codified at Chapter 30 of the Pinellas County Code, all of which documents, as any of them may lawfully be or may have been amended from time to time, are collectively referred to as the “FRANCHISE DOCUMENTS”; and

WHEREAS, Knology New Media Inc. (“GUARANTOR”) is an indirect parent of the FRANCHISEE and will have a substantial interest in the FRANCHISE, in the conduct of the FRANCHISEE, and in the FRANCHISE DOCUMENTS, which are incorporated herein by this reference;

NOW, THEREFORE, the GUARANTOR hereby unconditionally guarantees the due and timely performance of any and all obligations of the FRANCHISEE required by the FRANCHISE DOCUMENTS. The GUARANTOR also promises that no company in the chain of ownership between it and the FRANCHISEE will take any action that would prevent the FRANCHISEE from performing its obligations under the FRANCHISE. This Guarantee, unless terminated, substituted or canceled as hereinafter provided, shall remain in full force and effect for the term of the FRANCHISE, as it may be renewed or extended and as provided by the FRANCHISE DOCUMENTS; provided, however, that upon the COUNTY’s prior written approval of a substitute guarantor, which approval shall not be unreasonably withheld, this Guarantee may be terminated, substituted or canceled upon written notice from the GUARANTOR to the COUNTY and the FRANCHISEE. Any such substitution of the GUARANTOR will be implemented in a manner that ensures that the substitute guarantee is in place

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and effective prior to or contemporaneously with the termination, substitution or cancellation of this Guarantee so that there is no breach in coverage.


Knology New Media Inc.

By:		/s/ FELIX L. BOCCUCCI

Name:		FELIX L. BOCCUCCI
Title:		VP BUSINESS DEVELOPMENT

STATE OF GEORGIA

I HEREBY CERTIFY, that on this 13^th day of February, 2004, before me, the subscriber, a Notary Public of the State of Georgia, in and for Troup County, Georgia, aforesaid personally appeared Felix L. Boccucci of Knology, Inc. West Point, Georgia and acknowledged the foregoing Acceptance of Franchise by Franchisee in Pinellas County, Florida, to be the act and deed of said company.

Troup County, Georgia

AS WITNESS my hand and Notary Seal

/s/ Ruby C. Anderson

Notary Public

My Commission Expires: MY COMMISSION EXPIRES JUNE 21, 2005

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EXHIBIT B

ACCEPTANCE OF FRANCHISE BY THE FRANCHISEE

Knology (“FRANCHISEE”) hereby accepts the franchise to erect, construct, maintain, and operate a cable system offered by the GTE Media Ventures Cable Franchise Ordinance, Pinellas County Ordinance No. 99-106 (“FRANCHISE AGREEMENT”), as modified and becoming a part thereof, by stipulation attendant to a nominal change in control, from GTE Media Ventures Incorporated with respect to issues documented in Pinellas County Resolution No. 00-60, which stipulations have been confirmed in writing by GTE Media Ventures Incorporated on March 20, 2000 and April 24, 2000, were accepted for filing by the Board of County Commissioners on May 2, 2000, and which became effective upon the merger of GTE Corporation and Bell Atlantic Corporation and as further governed by Ordinance No. 99-46 (“FRANCHISE ORDINANCE”). By this acceptance, FRANCHISEE agrees that, as set forth in the FRANCHISE ORDINANCE, it shall be bound by the terms and conditions of the FRANCHISE AGREEMENT, any amendments thereto, and subject to the “Cable System Regulatory Ordinance”, Ordinance 99-46, as amended and codified at Chapter 30 of the Pinellas County Code, and the Transfer Agreement dated January 7, 2004 (collectively, the “FRANCHISE DOCUMENTS”).

By accepting the franchise, the FRANCHISEE further: (1) acknowledges and accepts the COUNTY’s legal right to issue and enforce the franchise; (2) agrees that it will not oppose the COUNTY’s intervention in any proceeding affecting its franchise or obligations thereunder; (3) accepts and agrees to comply with each and every provision of the FRANCHISE DOCUMENTS; and (4) agrees that the franchise was granted pursuant to processes and procedures consistent with applicable law, and that it will not raise any claim to the contrary.

The FRANCHISEE declares that it has carefully read all of the terms and conditions of the FRANCHISE DOCUMENTS, and accepts and agrees to abide by same.

The FRANCHISEE is bound to maintain and operate a cable system under the terms, conditions and limitations set forth in the FRANCHISE DOCUMENTS and other applicable law, as of the time and date it files this written acceptance with Stephen M. Spratt, Pinellas County Administrator.

END OF SUBSTANTIVE PROVISIONS, SIGNATURE PAGE TO FOLLOW

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AGREED TO THIS 13^th DAY OF February, 2004.


Knology

By:		/s/ Illegible

Its:		VP BUSINESS DEVELOPMENT

STATE OF GEORGIA:

I HEREBY CERTIFY, that on this 13^th day of February, 2004, before me, the subscriber, a Notary Public of the State of [State], in and for Troup County, [State], aforesaid personally appeared Felix L. Boccucci of Knology, Inc. West Point, GA and acknowledged the foregoing Acceptance of Franchise by Franchisee in Pinellas County, [Florida], to be the act and deed of said company.

Troup County, Georgia

AS WITNESS my hand and Notary Seal

/s/ Ruby C. Anderson

Notary Public

My Commission Expires: MY COMMISSION EXPIRES JUNE 21, 2005

Page 4

RESOLUTION NO. 03–237

A RESOLUTION CONCERNING THE TRANSFER OF THE CABLE TELEVISION FRANCHISE FOR THE PURPOSE OF GRANTING THE CONSENT OF THE COUNTY TO THE ASSIGNMENT AND TRANSFER OF THE CABLE TELEVISION FRANCHISE AND CABLE TELEVISION SYSTEM FROM VERIZON MEDIA VENTURES INC. TO KNOLOGY BROADBAND OF FLORIDA, INC.

Whereas, Pinellas County, Florida (“County”) granted a franchise (“Franchise”) to GTE Media Ventures Incorporated, to erect, construct, operate, and maintain a cable television system in the County pursuant to GTE Media Ventures Incorporated Cable Franchise Ordinance, Pinellas County Ordinance No. 99-106 (“Franchise Agreement”), as modified and becoming a part thereof, by stipulation attendant to a nominal change in control, from GTE Media Ventures Incorporated with respect to issues documented in Pinellas County Resolution No. 00-60, which stipulations have been confirmed in writing by GTE Media Ventures Incorporated on March 20, 2000 and April 24, 2000 and which became effective upon the merger of GTE Corporation and Bell Atlantic Corporation and as further subject to the “Cable System Regulatory Ordinance,” Ordinance 99-46, as amended and codified at Chapter 30 of the Pinellas County Code (“Cable Ordinance”), all of which documents, as any of them may lawfully be or may have been amended from time to time, are collectively referred to as the “Franchise Documents”; and

Whereas, by action of its Board of Directors and stockholder, effective June 23, 2000, GTE Media Ventures Incorporated changed its name to Verizon Media Ventures Inc. (“Verizon”) and has provided cable television service to subscribers in the County pursuant to the Franchise Documents, through its cable system in the County (“System”); and

Whereas, pursuant to an Asset Purchase Agreement dated July 15, 2003 (“Asset Purchase Agreement”), by and between Verizon and Knology New Media, Inc. (“Knology New Media”), Verizon will transfer the franchise currently held by Verizon and the cable system serving the County (“System”) to Knology Broadband of Florida, Inc. (“Knology”) (the “Proposed Transaction”); and

Whereas Verizon, Knology New Media and Knology filed an FCC Form 394 with the County and requested that the County approve the Proposed Transaction (the “Transfer Application”); and

Whereas, Knology is a wholly-owned subsidiary of Knology New Media; and

Whereas, the Cable Ordinance requires the County’s prior consent to a transfer affecting the Franchise; and

Whereas, the County has reviewed the Transfer Application and examined the financial responsibility, technical expertise and legal qualifications of Knology in accordance with applicable laws and the Franchise Documents; and

Whereas, Knology agrees to provide a guarantee of performance from Knology, Inc., and Knology New Media guaranteeing performance by Knology of all of Knology’s obligations under the Franchise Documents and the Transfer Agreement attached hereto as Exhibit A; and

Whereas, Knology has agreed to comply with the Franchise Documents and applicable law from and after the completion of the Proposed Transaction; and

Whereas, Verizon has agreed to provide security in the form of performance bonds and indemnification to the County for actions or omissions by Verizon or GTE Media Ventures. Inc. as Franchisee under both the existing and preceding franchises; and

Whereas, relying on Verizon, Knology New Media, and Knology’s respective representations, the County is willing to grant its consent to the Proposed Transaction, subject to the terms and conditions which are attached hereto as Exhibit A; and

NOW, THEREFORE, BE IT RESOLVED THAT:

Section 1. The County’s consent to, and approval of, the Proposed Transaction is hereby granted in accordance with Pinellas County Code Section 30-26(g)(l & 2) of the Cable Ordinance, subject to the following conditions:

(a) that on or before March 31, 2004, Verizon and Knology enter into and execute a Transfer Agreement, substantially in the form of Exhibit A, attached hereto;

(b) that the Proposed Transaction is consummated on or before March 31, 2004; and

(c) that the Proposed Transaction is consummated on terms and conditions identical in all material respects to those described in the Transfer Application and the Transfer Agreement.

Section 2. The County releases Verizon, effective upon the closing of the Proposed Transaction, from all obligations and liabilities under the Franchise that accrue on and after the closing date, except for suits, actions or claims made on or after the closing date that result from an act or omission by Verizon prior to the closing date; provided that Knology shall be responsible for any obligations and liabilities under the Franchise that accrue on and after the closing date.

Section 3. If any of the conditions specified in this Resolution or in Exhibit A are not satisfied as of the date of dosing of the Proposed Transaction, then the County’s consent to, and approval of the Transfer is hereby denied as of the date hereof.

Section 4. If any representations made to the County by Verizon, Knology or Knology New Media prove to be incomplete, untrue or inaccurate in any material respect, it shall be deemed a material breach of the Franchise Documents and the County shall have available to it all remedies provided under the Franchise Documents and applicable law including, without limitation, revocation or termination of the Franchise.

Section 5. The County Administrator is hereby authorized to execute a Transfer Agreement as specified in this Resolution on behalf of the County.

In the regular meeting duly assembled on the 2 day of December 2003, Commissioner Harris offered the foregoing Resolution and moved its adoption, which was seconded by Commissioner Latvala and upon roll call the vote was:

AYES: Seel, Latvala, Stewart, Harris, Morroni and Welch.

NAYS: None.

ABSENT AND NOT VOTING: Todd.

GTE MEDIA VENTURES INCORPORATED FRANCHISE AGREEMENT

TABLE OF CONTENTS


SECTION 1.	FINDINGS	1
	1.1. Criteria for Granting	1
	1.2. Effect of Competition	2

SECTION 2.	SHORT TITLE	2

SECTION 3.	INCORPORATION OF CABLE SYSTEM REGULATORY ORDINANCE; EXCEPTIONS	2
	3.1 Full Incorporation	2
	3.2 Exceptions	2
	3.2.1 Right to Renegotiate	2
	3.2.2 Exceptions to Mandatory Extension Rule	3
	A. Municipal Gaps	3
	B. Multiple Dwelling Unit Area	3
	C. Enclaves	3
	D. Internet and Like Services	3
	3.2.3 Audit Limitations	3

SECTION 4.	CONDITIONS AND TERM OF GRANT	4
	4.1 Granting of Franchise	4
	4.2 Conditions of Grant	4
	4.3 Length of Term	4

SECTION 5.	COMPLIANCE WITH OTHER LAWS; DISPUTE RESOLUTION	4
	5.1 Compliance With Laws and Standards	4
	5.2 Conflicts with Franchise Terms	4
	5.3 Challenge Provisions	5
	5.4 State of Execution	5

SECTION 6.	SECURITY	5
	6.1 Indemnification and Insurance Requirements	5
	6.2 Security Fund, Construction and Performance Bond	5
	6.2.1 Establishment	5
	6.2.2 Amount of Security Fund	5
	6.2.3 Assessment from Security Fund	5
	6.2.4 Non-waiver of Ordinance Requirements	5
	6.2.5 Procedure for Remedying Franchise Violations	6

SECTION 7.	PUBLIC, EDUCATIONAL AND GOVERNMENTAL (“PEG”) ACCESS	6
	7.1 PEG Generally	6
	7.1.1 Initial Grant	6
	7.1.2 Allocation of PEG Access Channel Capacity Generally	6
	A. Restrictions on Use	6
	i. Provision in Accordance with Applicable Law	6
	ii. Provision upon Request	6
	iii. Editorial Control	7
	iv. Number of PEG Channels Generally	7
	v. Leased Access	7

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	B. Grantee Use of PEG Channels	7
	C. Grantee Use of Unused Air Time on PEG Channels	7
	D. Change of Channel Designations	7
	7.1.3 Grantee Support for PEG Access and Institutional Network	8
	A. PEG Access and Institutional Network Support Payments	8
	i. No Offset Against Franchise Fees	8
	ii. PEG and Institutional Network Expenditures Not Subject to Review	8
	B. Government Access Coverage	8
	C. Early Termination	8
	7.1.4 Interconnection	8
	A. Interconnection Required	8
	B. Interconnection Procedure	9
	C. Relief	9
	D. Cooperation and Assistance Required	9
	E. Assure Future Interconnection Capability	9
	7.2 Government Access	9
	7.2.1 Channel Capacity	9
	A. Interactive Service	10
	B. Video Programming	10
	7.2.2 Acquisition and Distribution of Government Access Programming	10
	A. Government Access	10
	B. Emergency Operations Center	10
	7.2.3 Production Truck	10
	7.2.4 Basic Cable Service and Institutional Network Support	11
	A. Cable Connection to Public Agencies	11
	i. No Cost Initial Service	11
	ii. Connection Cost Payable for Remote Sites	11
	B. Internet Service	11
	7.3 Public Access	11
	7.3.1 Public Access Channels	11
	7.3.2 Acquisition and Distribution of Public Access Programming	12
	7.4 Education	12
	7.4.1 Education Channels	12
	7.4.2 Acquisition and Distribution of Educational Programming	12

SECTION 8.	PAYMENTS TO GRANTOR AND FINANCIAL RECORDS AND REPORTS	12
	8.1 Gross Revenue Reports	12
	8.1.1 Audits	12
	8.1.2 Document Maintenance and Retention	13
	8.1.3 Audit Limitations	13
	8.1.4 Payment of Audit Discrepancies	13
	8.2 Franchise Fees	13
	8.2.1 Monthly Report and Franchise Fee Payment	13
	8.2.2 Annual Report	14
	8.2.3 Other Reports	14
	8.3 Changes in the Franchise Fees	14

SECTION 9.	GRANTOR RIGHT TO PURCHASE FRANCHISE PROVIDED	14

SECTION 10.	ADDITIONAL REPORTS TO BE FILED BY GRANTEE	15
	10.1 Stockholder Report	15

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	10.2 Ownership Information	15

SECTION 11.	RATES TO BE CHARGED BY GRANTEE	15
	11.1 Regulatory Option Reserved	15
	11.2 Conflicts with State or Federal Law	15

SECTION 12.	QUALITY OF SERVICE	15

SECTION 13.	MAJOR SYSTEM ADDITIONS AFTER INITIAL CONSTRUCTION	15

SECTION 14.	GRANTEE’S RULES	16

SECTION 15.	FRANCHISE AREA; CONSTRUCTION	16
	15.1 Franchise Area	16
	15.1.1 Residential Service	16
	15.1.2 Non-residential Service	16
	15.2 Construction	16

SECTION 16.	ASSURING NONDISCRIMINATORY TREATMENT	16

SECTION 17.	CAPTIONS	16

SECTION 18.	SEVERABILITY	17

SECTION 19.	REPEALER	17

SECTION 20.	CONFLICTING ORDINANCES	17

SECTION 21.	EFFECTIVE DATE	17

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PINELLAS COUNTY ORDINANCE NO. 99-106

AN ORDINANCE APPROVING A CABLE SYSTEM FRANCHISE AGREEMENT WHICH GRANTS A CABLE SYSTEM FRANCHISE TO GTE MEDIA VENTURES INCORPORATED; PROVIDING FOR INCORPORATION OF AND EXCEPTIONS TO THE CABLE SYSTEM REGULATORY ORDINANCE; PROVIDING FOR CONDITIONS TO AND A TERM OF TEN YEARS IN THE GRANT; PROVIDING FOR COMPLIANCE WITH OTHER LAWS AND DISPUTE RESOLUTION; PROVIDING FOR SECURITY; PROVIDING FOR PUBLIC, EDUCATIONAL AND GOVERNMENTAL ACCESS INCLUDING ALLOCATION OF AND RESTRICTION ON USE OF CHANNEL CAPACITY; PROVIDING FOR GRANTEE SUPPORT OF PEG ACCESS AND INSTITUTIONAL NETWORKS, INTERCONNECTION, ACQUISITION AND DISTRIBUTION OF PEG ACCESS PROGRAMMING; PROVIDING FOR PAYMENTS TO GRANTOR AND FINANCIAL RECORDS AND REPORTS; PROVIDING GRANTOR A RIGHT TO PURCHASE THE SYSTEM; PROVIDING FOR ADDITIONAL REPORTS; PROVIDING FOR RATES TO BE CHARGED BY GRANTEE; PROVIDING FOR QUALITY OF SERVICE; PROVIDING FOR SYSTEM ADDITIONS; PROVIDING FOR GRANTEE RULES; PROVIDING FOR A FRANCHISE AREA; PROVIDING FOR SEVERABILITY; PROVIDING FOR CONFLICTING ORDINANCES; PROVIDING FOR AN EFFECTIVE DATE

BE IT ORDAINED BY THE BOARD OF COUNTY COMMISSIONERS OF PINELLAS COUNTY, FLORIDA:

SECTION 1. FINDINGS Unless otherwise defined herein or unless context clearly indicates to the contrary, all capitalized terms used herein shall have the same meaning as is ascribed to them in Chapter 30 of the Pinellas County Code, which is hereafter referred to as the “Cable System Regulatory Ordinance.” Pursuant to the procedures in the Cable Act, GRANTOR has held a public hearing in which:

1.1. Criteria for Granting The following criteria for granting a Cable System franchise to GRANTEE were considered;

1.1.1 whether GRANTEE has substantially complied with the material terms of the existing franchise and with applicable law; and

1.1.2 whether the quality of GRANTEE’s service, including signal quality, response to consumers’ complaints and billing practices but without regard to the mix or quality of cable or other services provided over the system, has been reasonable in light of community needs; and

1.1.3 whether GRANTEE has the financial, legal and technical ability to provide the services, facilities and equipment called for in this proposed ordinance; and

1.1.4 to the extent that this ordinance contains an offer on the part of GRANTEE, whether that offer is reasonable to meet future cable-related community needs and interests, taking into account the cost of meeting such needs.

1.2. Effect of Competition For purposes of Section 30-66.a.4 of the Cable System Regulatory Ordinance, this Franchise was negotiated under competitive conditions. GRANTEE has entered this Agreement with a full understanding that GRANTOR intends to encourage the development of competition.

GRANTOR has determined to grant a renewal Cable System franchise to GTE MEDIA VENTURES INCORPORATED (GRANTEE) on the terms and conditions set forth in this Ordinance, and GRANTEE agrees to such terms and conditions.

SECTION 2. SHORT TITLE This Ordinance shall be known and may be cited as the “GTE Media Ventures Incorporated Cable Franchise Ordinance” or referred to herein as “AGREEMENT” and is the Franchise Agreement for GRANTEE.

SECTION 3. INCORPORATION OF CABLE SYSTEM REGULATORY ORDINANCE; EXCEPTIONS

3.1 Full Incorporation The provisions of the Cable System Regulatory Ordinance are incorporated herein by reference as if set out in full, and form part of the terms and conditions of this AGREEMENT unless specifically modified or waived herein in this Section 3.

3.2 Exceptions Pursuant to Section 30-26.k.1 of the Cable System Regulatory Ordinance, the following provisions expressly govern over conflicting provisions in the Cable System Regulatory Ordinance.

3.2.1 Right to Renegotiate Upon a finding by the BOARD that there has been a loss of EFFECTIVE COMPETITION for any Franchise negotiated under competitive conditions, or a loss or substantial diminution of a material benefit to GRANTOR such as franchise fees, PEG access support or security, GRANTOR reserves the right to require good faith negotiation of new franchise terms. For purposes of this AGREEMENT:

A. In the event of a loss of effective competition, if GRANTEE fails to negotiate in good faith or if the negotiations fail, in the judgment of GRANTOR, reasonably exercised, GRANTOR may reduce the term to a term of three remaining years or the remaining unexpired term, whichever is shorter and require negotiations for a new FRANCHISE AGREEMENT. All terms of the FRANCHISE AGREEMENT shall remain unchanged except for the ability of GRANTOR to negotiate issues that the BOARD determines were both actively influenced by the competitive environment at the time of the negotiations and that were inadequate under the Franchise Agreement to meet the needs of GRANTOR.

B. In the event of a loss of franchise fees, PEG access support or security, all terms of the FRANCHISE AGREEMENT shall remain unchanged except for the ability to require good faith negotiation on the issue that was lost or substantially diminished.

3.2.2 Exceptions to Mandatory Extension Rule

A. Municipal Gaps GRANTOR acknowledges that there are areas within the FRANCHISE AREA that are accessible, for purposes of providing CABLE SERVICES, through contiguous areas(s) governed by authorities from whom GRANTEE has not obtained a franchise or other access rights. Accordingly, subject to the thresholds found in Section 15.1.l.C, below, GRANTOR agrees that such areas within the FRANCHISE AREA are not subject to the construction requirements of this franchise unless and until:

i. GRANTEE is granted adequate and acceptable franchise rights from the franchising authority for the relevant contiguous areas; or

ii. GRANTEE is granted access rights in the public right-of-way through the contiguous areas from the appropriate authority which provides GRANTEE access for purposes of providing CABLE SERVICES to these portions of the FRANCHISE AREA.

These areas include but are not limited to the areas as identified by GRANTOR and GRANTEE which are identified in Exhibit “A” and which may be modified as additional areas are identified or as such areas no longer qualify under this provision.

B. Multiple Dwelling Unit Area In areas where the predominant habitation consists of multiple dwelling unit complexes, to which the cable service is provided through exclusive contracts, GRANTEE shall not be required to provide but is not prevented from providing CABLE SERVICE until the remaining service contract term of that exclusive contract between the incumbent cable service provider and the complex owner expires.

C. Enclaves In municipal areas in which GRANTEE does not have a municipal franchise, contingent upon obtaining access through the municipality, on terms acceptable to GRANTEE, in its sole discretion which discretion shall not be unreasonably exercised, GRANTEE shall provide CABLE SERVICE to all enclaves of 300 or more residential units. Terms from a municipality that require that GRANTEE obtain a municipal franchise in order to obtain access to enclaves are not reasonable.

D. Internet and Like Services Subject to Section 30-3.2.c of the Pinellas County Code, for either residential or non-residential service, two-way or one way access to computer based on-line services including but not limited to Internet access need not be provided in portions of the Franchise Area in which GRANTEE or GRANTEE’S affiliate is otherwise providing broadband services or where GRANTEE has determined that provision of such access services is not technically or financially feasible. Grantee’s determination may not be either arbitrary or capricious.

3.2.3 Audit Limitations Notwithstanding the provisions of the Cable System Regulatory Ordinance to the contrary, in the event that audits conducted pursuant to this section reveal a

consistent pattern of underpayment, audits may be annual with the costs of the additional two audits being borne by GRANTEE. A consistent pattern of underpayment shall be defined as an underpayment of greater than 5% for two consecutive years out of any given five year period.

SECTION 4. CONDITIONS AND TERM OF GRANT

4.1 Granting of Franchise In accordance with the laws and regulations of the United States of America and the State of Florida and the ordinances and regulations of the County of Pinellas, Florida, now in effect or hereafter enacted, GRANTOR hereby grants to GRANTEE, the nonexclusive right and privilege to install, maintain and operate within the rights-of-way, except as hereinafter limited, of all public streets, parkways, alleys and utility easement strips within the Franchise Area, described in Section 15 of this Ordinance, herein for convenience called “street” or “streets,” cables and other conductors, not including antennas, with the necessary appurtenances; and, in addition, so to use and operate similar facilities or properties including, but not limited to, any public utility, rented or leased from other persons, including, but not limited to, other grantees franchised or permitted to do business in Pinellas County, for the construction, maintenance and operation of a Cable System.

4.2 Conditions of Grant Granting of this Franchise is subject to the terms and conditions of this AGREEMENT and the Cable System Regulatory Ordinance. Without limitation, neither party waives any rights it may have under State or Federal law.

4.3 Length of Term The term of the grant herein contained shall commence on the effective date of this Ordinance and shall continue for a term often (10) years.

SECTION 5. COMPLIANCE WITH OTHER LAWS; DISPUTE RESOLUTION

5.1 Compliance With Laws and Standards The construction, maintenance and operation of the cable system by GRANTEE shall be in full compliance with the National Electric Safety Code, as from time to time amended and revised, and with all other applicable rules and regulations now in effect or hereafter adopted by the Federal Communications Commission, the Florida Public Service Commission, the State of Florida, GRANTOR (limited as set forth in Section 5.3 below), or any other agency which now or hereafter has jurisdiction over the activities of GRANTEE.

5.2 Conflicts with Franchise Terms Subject to the waiver provisions of Section 30-66.b of the Cable System Regulatory Ordinance, any conflict between the provisions of this franchise and any other present or future lawful exercise of GRANTOR’S police powers shall be resolved in favor of the latter, except that any such exercise that is not of general application and which contains provisions inconsistent with this franchise shall prevail only if upon such exercise, GRANTOR has found an emergency to exist, constituting a danger to health, safety, property or

general welfare, or such exercise is required by law. In the event any exercise of GRANTOR’S police power creates circumstances which are not competitively neutral or nondiscriminatory with respect to a similarly situated franchised cable system operating within GRANTOR’S jurisdiction, it will not be enforced against GRANTEE to the extent necessary to maintain competitively neutral and nondiscriminatory treatment.

5.3 Challenge Provisions Nothing contained in this franchise shall impair any of the rights or remedies of GRANTOR or GRANTEE under applicable law or regulation, subject in each case to the terms and conditions of this franchise. GRANTOR or GRANTEE may challenge any provision of this franchise based on a change in law, should the law pertaining to a particular provision change subsequent to the adoption of this franchise.

5.4 State of Execution This franchise shall be construed to have been executed in Pinellas County, Florida.

SECTION 6. SECURITY

6.1 Indemnification and Insurance Requirements Indemnification and insurance requirements shall be as established through the Cable System Regulatory Ordinance.

6.2 Security Fund, Construction and Performance Bond Security fund requirements are established in the Cable System Regulatory Ordinance.

6.2.1 Establishment Within thirty (30) days after the effective date of this AGREEMENT, GRANTEE shall establish and provide to GRANTOR a security fund, as security for the faithful performance by GRANTEE of all material requirements of this AGREEMENT and of Chapter 30 of the Pinellas County Code. GRANTOR herein finds that GRANTEE has no established record of failure to comply with notices of noncompliance with its preceding franchise with GRANTOR or other franchising authorities under other franchise agreements and there are no outstanding noticed noncompliance issues, GRANTEE, subject to the provisions of the Cable System Regulatory Ordinance, may provide its initial security fund in the form of a performance bond.

6.2.2 Amount of Security Fund Regardless of the form of the security fund, the security fund shall be in the face amount of one hundred thousand dollars ($100,000.00), in form and substance acceptable to the County Attorney.

6.2.3. Assessment from Security Fund The Security Fund may be assessed by GRANTOR as provided for in the Cable TV Regulatory Ordinance.

6.2.4 Non-waiver of Ordinance Requirements Nothing herein shall be deemed a waiver of the normal permit and bonding requirements made of all contractors working within the Rights-of-Way.

6.2.5 Procedure for Remedying Franchise Violations The procedure for remedying violations of this Franchise Agreement shall be as provided in the Cable System Regulatory Ordinance.

SECTION 7. PUBLIC, EDUCATIONAL AND GOVERNMENTAL (“PEG”) ACCESS

7.1 PEG Generally At no cost to GRANTOR, GRANTEE shall promote ongoing community awareness of PEG access channels, public access facilities and training opportunities for public and educational access, at a minimum in its preview guide and in any program guides containing listings of the local off-air broadcast signals in GRANTEE’S Basic Service tier, provided that the publisher of any such program guide consents to the inclusion of information at no cost to GRANTEE; at no cost to GRANTOR (except for additional postage), concerning PEG access programming carried by GRANTEE based upon the good faith efforts of GRANTEE to secure such listings, in an annual bill stuffer supplied by GRANTOR, and in public service announcements supplied by GRANTOR, all in such places and at such times as GRANTEE in its sole discretion shall determine. GRANTEE shall provide GRANTOR, on reasonable request, with a summary of its activities in this regard.

7.1.1 Initial Grant GRANTEE shall provide GRANTOR with a one time grant in the amount of $96,764.85, payable to GRANTOR not later than thirty (30) days after enactment of this Franchise. Such grant shall be, in addition to the payments provided in Section 7.1.4(A). This payment is in full satisfaction of any and all claims which GRANTOR may have against GRANTEE with respect to the original grant of a Cable System franchise by GRANTOR to GRANTEE as the same has been extended from time to time through December 31, 1997. With respect to the time period December 31, 1997 through December 31, 1999 the initial grant resolves all PEG payment obligations under the initial franchise agreement and any extensions thereto.

7.1.2 Allocation of PEG Access Channel Capacity Generally

A. Restrictions on Use Any channel that is designated for public, government or educational access is (except as may hereinafter be provided) for those purposes only and not for commercial purposes and shall not contain advertising for commercial/non-governmental products or services. The solicitation and on air acknowledgment of funding for the purposes of producing material of a nature consistent with public, government or educational access programming shall not be construed as soliciting advertising in violation of this subsection.

i. Provision in Accordance with Applicable Law Any provision by GRANTEE and utilization by GRANTOR of these designated channels shall be in accordance with all applicable federal, state, and local laws.

ii. Provision upon Request Except for the four PEG channels being provided under the immediately preceding franchise agreement, GRANTEE is specifically not required to

provide a fifth PEG channel unless and until so requested by GRANTOR and not until the lowest tier of basic service [or that level of service on which PEG access channels are required by law to be located] is digital.

iii. Editorial Control Except as allowed under Federal law, GRANTEE shall not be responsible for editorial control of any public access programming.

iv. Number of PEG Channels Generally A maximum of five (5) channels may be required to be provided by GRANTEE. Said channels may be allocated among Public, Educational, or Government access as deemed appropriate by GRANTOR.

v. Leased Access At any time during the term of this AGREEMENT, GRANTEE agrees to negotiate with GRANTOR in good faith, on reasonably favorable terms, and on a nondiscriminatory basis for one (1) digital access channel on a leased access basis.

B. Grantee Use of PEG Channels Nothing in this Franchise Agreement shall impede GRANTEE’S use of unused public, government or educational access channel capacity for commercial purposes provided that Section 7.1.2.C is satisfied. GRANTEE shall have the right to assume use of any PEG access channel abandoned by GRANTOR. Abandonment shall be deemed to have occurred if GRANTOR, for other than technical reasons, fails to provide at least twenty (20) hours of non-repeat programming in any sixty (60) day period. Previous abandonment shall not preclude GRANTOR from subsequently requesting use of a PEG access channel and GRANTEE’S obligation under this franchise to provide such channel capacity shall resume.

C. Grantee Use of Unused Air Time on PEG Channels Unused air time on channels allocated to GRANTOR, including public, government access and educational channels, may be used by GRANTEE provided:

i. GRANTOR agrees to such use in writing; and

ii. GRANTEE and GRANTOR agree in writing to the schedule of such use.

Neither GRANTEE nor GRANTOR shall unreasonably withhold agreement.

D. Change of Channel Designations If GRANTEE decides to change the channel designations for PEG Access Channels, it must provide six months notice to GRANTOR prior to doing so, and shall reimburse GRANTOR and/or PEG users for any reasonable costs incurred for purchasing or modifying any equipment or for making logo changes necessitated solely by the channel designation changes. Alternatively, GRANTEE may choose to supply such equipment itself, provided such equipment is satisfactory to GRANTOR or PEG users. Under no circumstances will any single reimbursement costs incurred exceed $10,000.

7.1.3 Grantee Support for PEG Access and Institutional Network

A. PEG Access and Institutional Network Support Payments For the term of the Franchise, GRANTEE shall pay to GRANTOR monthly support in the amount of $0.38 for each of GRANTEE’S unincorporated county area subscribers per month, based on the average number of GRANTEE’S unincorporated county SUBSCRIBERS for the preceding month. Of this $.38, $.28 is for PEG Access and $.10 is dedicated for and in lieu of providing an institutional network. These payments shall be paid to GRANTOR monthly concurrently with Franchise Fees. No sooner than the end of the fifth year of the franchise term, the support payments may be raised proportionally to a maximum of $.48 for each of GRANTEE’S unincorporated county area subscribers per month. The initial payment shall be for the month ending thirty days after the Franchise Agreement becomes effective.

i. No Offset Against Franchise Fees GRANTEE agrees that the support commitments required by this Section 7, or services in lieu of payments otherwise made for PEG access purposes, shall not be charged against any Franchise Fees due under this AGREEMENT. PEG access payments shall only be spent on PEG capital expenditures.

ii. PEG and Institutional Network Expenditures Not Subject to Review GRANTEE will not object to the expenditures of GRANTEE’S PEG Access support or of GRANTEE’S payments for an institutional network. GRANTEE hereby waives any right to attempt to recover these payments by way of an offset against the Franchise Fee based on the purpose for which GRANTOR decides to spend the PEG Access or Institutional Network support payments.

B. Government Access Coverage Government access programming shall be carried in all municipal franchise areas where GRANTEE provides Cable Service in Pinellas County unless specifically prohibited in the municipal franchise agreements. Any second channel of government access programming shall be carried in all municipal franchise areas where GRANTEE provides Cable Service in Pinellas County unless specifically prohibited in the municipal franchise agreements but only in lieu of a municipal government’s use of an otherwise available channel.

C. Early Termination In the event that GRANTEE’S franchise is either voluntarily or involuntarily terminated prior to the end of its ten year term, such termination shall not discharge GRANTEE from its obligation to pay all PEG Access Payments and Franchise Fees due and owing from GRANTEE up to and including the date of termination.

7.1.4 Interconnection

A. Interconnection Required It is preferred that all connection to origination points for PEG programming be direct rather than by interconnection. However to the extent that direct connection to an origination source cannot ensure PEG access county-wide, GRANTEE shall interconnect all PEG channels of its cable system with any or all other CATV systems in adjacent

areas in the County, upon the directive of GRANTOR. Interconnection of systems may be done by direct cable connection, microwave link, satellite or other appropriate method as mutually determined by GRANTEE and any other relevant grantee. Agreement shall not be unreasonably withheld.

B. Interconnection Procedure Upon receiving the directive of GRANTOR to interconnect, GRANTEE shall immediately initiate good faith negotiations with the other affected grantees. Interconnection shall not be required unless the costs thereof are shared equitably by GRANTEE and the other affected grantees.

C. Relief GRANTEE may be granted reasonable extensions of time to interconnect or GRANTOR may rescind its order to interconnect upon petition by GRANTEE to GRANTOR. GRANTOR shall grant said petition if it finds that GRANTOR has negotiated in good faith and has failed to obtain an approval from the grantee of systems required for the proposed interconnection.

D. Cooperation and Assistance Required GRANTEE shall reasonably cooperate with any interconnection corporation, regional interconnection authority or city, county, state and federal regulatory agency which may be hereafter established for the purpose of regulating, financing or otherwise providing for the interconnection of cable systems beyond the boundaries of the County. GRANTOR shall render reasonable assistance to GRANTEE in obtaining the cooperation of other cable systems located in the County with GRANTEE’S interconnection efforts, and shall ensure an equitable sharing of the costs of interconnection among all grantees.

E. Assure Future Interconnection Capability

i. All cable systems receiving franchises to operate within the County shall use the standard frequency allocations for television signals.

ii. All cable systems are required to use signal processors at the headend for each television signal.

iii. GRANTOR also urges franchisees to provide local origination equipment that is compatible throughout the area so that video cassettes or videotapes can be shared by various systems.

7.2 Government Access

7.2.1 Channel Capacity GRANTEE shall designate one government access channel on the cable system. Pursuant to Section 7.1.2.C, capacity on the government access channel may be used by GRANTEE when it is not being used for government access purposes. During the term of the franchise, GRANTOR may, on an annual basis, review the need for any further channel capacity including interactive service all subject to the total channel limitations and conditions of Sections

7.1.2.A.ii and 7.1.2.A.iv. GRANTEE, as promptly as reasonably possible, but in no event later than three (3) months after receipt of written determination of the need for an additional government channel shall provide the additional channel capacity. No utilization requirements shall apply to use of any available channel capacity for government access purposes.

A. Interactive Service Any determination by GRANTOR of the need for interactive utilization of channel capacity, either separate from or in conjunction with its budget hearings, must be based upon a public hearing held by GRANTOR on the need for such utilization in view of alternative forms of technology that may provide a similar interactive capacity in view of GRANTOR’s commitment to expend funds to utilize interactive capacity, availability, interface capability, and viewer accessibility. Any provision of interactive use of channel capacity shall be subject to GRANTEE’s technical feasibility assessment, a review of economic feasibility, and an understanding that channel capacity only is being provided. GRANTEE shall not be required to provide or pay for any plant facilities or equipment necessary to implement, use or maintain interactive use of this channel capacity.

B. Video Programming No utilization requirements shall apply to video use of any available channel capacity for government access purposes.

7.2.2 Acquisition and Distribution of Government Access Programming

A. Government Access GRANTEE will provide and maintain a feed path and the necessary equipment at GRANTEE’s head end and at the government access video distribution point to acquire and distribute the government access programming to basic subscribers in the franchised area. GRANTOR’s distribution point is presently located at Clearwater, Florida, but may change with six month’s notice to GRANTEE. It is anticipated that the location will be changed and GRANTEE shall pay for the reasonable costs to provide and maintain a feed path to the new facility. The reasonable costs of providing the feed path required of any subsequent moves from the new location shall be born by GRANTOR.

B. Emergency Operations Center It is anticipated that the location for the Pinellas County emergency operations center will be changed and GRANTEE shall pay for the reasonable costs to provide and maintain a live feed path from the new facility to GRANTOR’s government access video distribution point. The costs of providing the live feed path required of any subsequent moves from the new location shall be born by GRANTOR.

7.2.3 Production Truck GRANTEE shall provide GRANTOR with the use of its production truck for the sole purpose of providing government access programming for up to 16 hours per month free of charge. Use of the production truck includes a driver and mobile production assistance. Such use shall be non-cumulative and shall be subject to availability as determined by GRANTEE. Use of the production truck shall only be pursuant to a separate contract which shall detail the contractual obligations of the parties. Agreement to terms of such an agreement shall not be unreasonably withheld by either GRANTOR or GRANTEE.

7.2.4 Basic Cable Service and Institutional Network Support

A. Cable Connection to Public Agencies

i. No Cost Initial Service GRANTEE shall, pursuant to this Agreement, subject to Section 3.2.2, and at no cost to the requesting public entity, provide installation of one cable system connection and the highest tier of basic service at one outlet only to all public agency facilities that are not served or have not agreed to be served by any other grantee at the time of the adoption of this AGREEMENT, including all GRANTOR-owned and GRANTOR-occupied buildings and facilities, and all state accredited educational institutions and public libraries. For the purposes of this AGREEMENT initially, the facilities listed in Exhibit “B” attached to this AGREEMENT, shall constitute the currently potentially eligible public facilities. Any facility utilized by GRANTOR or other public agency subsequent to the effective date of this AGREEMENT and not listed on Exhibit “B” shall receive the same connection and service as quickly as reasonably possible so long as such facility is located within 125 feet of GRANTEE’s Cable System.

ii. Connection Cost Payable for Remote Sites If GRANTOR or other public agency desires connection and service to a facility that is located beyond the 125-foot limitation, the connection shall be made and GRANTOR or other public agency as applicable, shall be obligated to reimburse GRANTEE’s connection costs on the basis of GRANTEE’s time and materials.

B. Internet Service If GRANTEE offers Internet access service to cable subscribers in the Franchise Area, GRANTEE, within three (3) months of commencement of such offering, shall provide to any requesting public agency GRANTOR-owned and GRANTOR-occupied buildings and facilities, and all state accredited educational institutions and public libraries, as many Internet access connections and appropriate cable modems as may be requested, based upon the lowest applicable commercially available Internet service rate for the initial installation and at the lowest applicable commercially available rate for additional commercial connections. All applicable rates shall be further discounted by twenty percent (20%). Any facility utilized by GRANTOR or other public agency subsequent to the effective date of this AGREEMENT and not listed on Exhibit “B” shall receive the same connection and service as quickly as reasonably possible so long as such facility is located within 125 feet of GRANTEE’s Cable System.

7.3 Public Access

7.3.1 Public Access Channels Subject to the total channel limitations of Sections 7.1.2.A.ii and 7.1.2.A.iv, GRANTEE shall provide public access educational channels at no charge for the transmission of public access programming. During the term of the franchise, GRANTOR may, on an annual basis, review the need for any further channel capacity. GRANTEE, as promptly as reasonably possible, but in no event later than three (3) months after receipt of written

determination of the need for an additional public access channel shall provide the additional channel capacity. No utilization requirements shall apply to use of any available channel capacity for public access purposes.

7.3.2 Acquisition and Distribution of Public Access Programming GRANTEE will provide and maintain a feed path and the necessary equipment at GRANTEE’s head-end and at the public access video distribution point to acquire and distribute the public access programming to basic subscribers in the franchised area. GRANTOR’s distribution point is presently located at Clearwater, Florida, through interconnection with Time-Warner Entertainment Advance Newhouse Partnership facilities, but may change with six month’s prior written notice to GRANTEE. It is anticipated that the location will be changed and GRANTEE shall pay for the reasonable costs to provide and maintain a feed path to the new facility. The costs of providing the feed path required of any subsequent moves from the new location shall be born by GRANTOR.

7.4 Education

7.4.1 Education Channels Subject to the total channel limitations of Sections 7.1.2.A.ii and 7.1.2. A.iv, PEG Educational Channels shall be in addition to must carry channels. GRANTEE shall provide educational channels at no charge for the transmission of local educational programming. During the term of the franchise, GRANTOR may, on an annual basis, review the need for any further channel capacity including interactive service, subject to the requirements of Section 7.2.1.A. GRANTEE, as promptly as reasonably possible, but in no event later than three (3) months after receipt of written determination of the need for an additional education channel shall provide the additional channel capacity. No utilization requirements shall apply to use of any available channel capacity for education access purposes.

7.4.2 Acquisition and Distribution of Educational Programming GRANTEE will provide and maintain a feed path and the necessary equipment at GRANTEE’s head end and at each of the educational institution’s video distribution points to acquire and distribute each of the educational institutions’ educational access channels to basic subscribers in the franchised area. The educational institution’s distribution point shall be located at Clearwater and Largo, Florida, but may change with six month’s prior written notice to GRANTEE. The reasonable costs of providing the feed path required of any move to a location shall be born by the education facility.

SECTION 8. PAYMENTS TO GRANTOR AND FINANCIAL RECORDS AND REPORTS

8.1 Gross Revenue Reports

8.1.1 Audits Pursuant to the audit provisions of the Cable System Regulatory Ordinance, upon receipt of the written request of GRANTOR, GRANTEE shall provide, at a mutually agreeable time and location within Pinellas County, its books, ledgers, journals, accounts and records, wherein GRANTEE shall keep all entries necessary to reflect GROSS REVENUES from CABLE

SERVICE provided within the Franchise Area and documentation of costs and payments of PEG obligations.

8.1.2 Document Maintenance and Retention Such documents, including permanent records, shall be kept and maintained in accordance with generally accepted accounting principles and shall be retained by GRANTEE for a minimum of four (4) years after the close of any audit engagement. All of the said documents shall, on written request of GRANTOR, be open for examination and audit during ordinary business hours.

8.1.3 Audit Limitations An audit may be performed in the event of an application for a transfer or a renewal. Such audit shall not count against the audits otherwise allowed under this Agreement.

8.1.4 Payment of Audit Discrepancies Any additional amount due to GRANTOR as a result of the audit shall be paid as provided for in the Cable System Regulatory Ordinance. In the event that any franchise payment or recomputed amount or unpaid portion, cost or penalty, is not made on or before the applicable due date, interest shall be charged as provided for in the Cable System Regulatory Ordinance.

8.2 Franchise Fees GRANTEE shall provide the following reports and payment to GRANTOR:

8.2.1 Monthly Report and Franchise Fee Payment On or before the 20th day of each month, during the term of the franchise granted herein, GRANTEE shall provide a report of all of GRANTEE’S Gross Revenues from cable service provided within the Franchise Area during the preceding month. Such report shall be certified by GRANTEE, and shall be accompanied by payment to GRANTOR of the amount of the franchise fee. Franchise fee payments shall be calculated at five percent (5%) of Gross Revenues from Cable Service with no adjustment made for the time value of money. The franchise fee statement submitted with each payment will contain the following information:

Total number of basic subscribers in Franchise Area

Total actual gross revenue itemized by general service category.

Proposed write-offs, such as bad debt, and all proposed deductions from gross revenue.

When EFFECTIVE COMPETITION exists only the total actual gross revenue and proposed write-offs, such as bad debt, and all proposed deductions from gross revenue need be reported on a monthly basis.

8.2.2 Annual Report Within 180 days after the close of each fiscal year, GRANTOR shall be entitled to review and GRANTEE shall make available for review, a full accounting, prepared by a Certified Public Accountant or certified by a corporate officer, of Gross Revenues received and franchise fees paid by GRANTEE during the preceding fiscal year by supplying the full reporting of all revenue sources outlined in the report attached as Exhibit “C” or a mutually agreed upon substitute form. GRANTOR shall reconcile the contents of that report with the payments made pursuant to the monthly reports required under Section 8.2.1. GRANTOR shall be entitled to the payment of any shortfall and GRANTEE shall be entitled to a credit for any overage which shall be appropriately applied to either franchise fee or PEG payments in the coming year. In the last year of the Franchise term, if the franchise is not renewed, any credit shall be issued as a refund. Payment of any shortage or credit or refund of any overage shall be due no later than thirty (30) days from the date of a written notice from GRANTOR of the shortage or overage. In either event, GRANTOR shall issue written notice within thirty (30) days of GRANTOR’S reconciliation stated herein.

8.2.3 Other Reports Any other financial or statistical reports respecting homes passed, plant miles, number of subscribers, rates, and service calls completed within 24/48 hours, which GRANTOR from time to time may reasonably require by written notice to GRANTEE generally shall only be required in the event of a loss of EFFECTIVE COMPETITION in the FRANCHISE AREA. Issues such as homes passed, rates and service calls completed within 24/48 hours are expected to be monitored through EFFECTIVE COMPETITION. GRANTEE shall not be required to produce any reports that are not maintained in the ordinary course of business or that have been destroyed in the ordinary course of business.

8.3 Changes in the Franchise Fees In the event applicable legislation permits a franchise fee, in existing franchises, greater or less than 5%, GRANTOR agrees following ninety days prior written notice to raise or lower the franchise fee to a rate no higher than permitted by law. The franchise fee shall be no greater than the franchise fee imposed by GRANTOR upon any other cable operator operating a cable system within any portion of the FRANCHISE AREA. This Section 8.3 does not affect either GRANTOR’S or GRANTEE’S right to claim in the appropriate forum that greater or lesser franchise fees should be assessed based on applicable law.

SECTION 9. GRANTOR RIGHT TO PURCHASE FRANCHISE PROVIDED If GRANTEE does not seek renewal of its franchise upon expiration, or renewal is properly denied, or if earlier terminated by GRANTEE, pursuant to 47 U.S.C. Sections 546 et seq., as it may be amended from time to time, GRANTOR hereby reserves the right at the expiration of this franchise, and GRANTEE hereby grants GRANTOR the right, to purchase GRANTEE’S cable system operated within Pinellas County’s unincorporated boundary pursuant to 47 U.S.C. Section 547, as it may be amended from time to time.

SECTION 10. ADDITIONAL REPORTS TO BE FILED BY GRANTEE

10.1 Stockholder Report If GRANTEE is a publicly-held corporation, GRANTEE shall file, upon request, a copy of its report to its stockholders.

10.2 Ownership Information GRANTEE shall provide, upon request, a current list of its owners, stockholders, and bondholders; provided, however, that this requirement shall be inapplicable if GRANTEE’S stock is listed on a national exchange.

SECTION 11. RATES TO BE CHARGED BY GRANTEE

11.1 Regulatory Option Reserved Should GRANTOR have, by virtue of a change in federal law subsequent to the date of enactment of this Franchise, the power, authority or right to approve any changes in subscriber rates or otherwise to regulate rates, it may take all appropriate regulatory actions to the extent such future enactment may specifically empower GRANTOR so to take.

11.2 Conflicts with State or Federal Law If in the future, the State of Florida, Federal Communications Commission (“FCC”) or other duly constituted authority regulates the rates of GRANTEE for the service provided for in this franchise, this section shall be of no effect to the extent of any conflict therewith during the period of time such federal or state regulation is in effect.

SECTION 12. QUALITY OF SERVICE GRANTEE expressly undertakes and agrees that it will at all times during the term hereof transmit signals of strength and quality, and use such materials and components, as are necessary to insure that GRANTEE’S subscribers will receive throughout the term hereof a quality of cable service in conformance with applicable FCC cable performance service standards.

SECTION 13. MAJOR SYSTEM ADDITIONS AFTER INITIAL CONSTRUCTION Before awarding any contract for the construction of any major (more than ten (10) consecutive plant miles) portion of its system in or under the Rights-of-Way or other GRANTOR-owned property, GRANTEE shall file with GRANTOR a performance bond in an amount reasonably established by GRANTOR from GRANTEE’S contractor, in a form and issued by a company satisfactory to GRANTOR, guaranteeing the completion of the work called for under such contract, and the payment of all claims for services, labor, or materials arising from or in connection with the work called for under such contract.

SECTION 14. GRANTEE’S RULES GRANTEE shall have the authority to promulgate such rules, regulations, terms, and conditions governing the conduct of its business as shall be reasonably necessary to enable it to exercise its rights and to perform its obligations under this franchise ordinance, and to assure an uninterrupted service to each and all of its customers; provided, however, that such rules, regulations, terms and conditions shall not be in conflict with the provisions hereof and that a copy thereof shall be filed with the Clerk of Board Records, and shall thereafter be maintained current by GRANTEE.

SECTION 15. FRANCHISE AREA; CONSTRUCTION

15.1 Franchise Area

15.1.1 Residential Service GRANTEE shall provide service to all areas of the unincorporated Pinellas County (“FRANCHISE AREA”) as follows: GRANTEE shall make available cable service to all residential dwelling units where the density exceeds 20 residential dwelling units per linear mile.

15.1.2 Non-residential Service GRANTEE shall extend its CABLE SYSTEM and make CABLE SERVICE available to non-residential areas in the FRANCHISE AREA in any case where the non-residential SUBSCRIBER agrees to pay GRANTEE’S total incurred costs to make the extension. Provided, however, if the non-residential SUBSCRIBER is within one-hundred and twenty-five feet (125’) of the CABLE SYSTEM, the non-residential SUBSCRIBER shall pay only the normal installation fee.

15.2 Construction GRANTEE has certified that GRANTEE’S existing CABLE SYSTEM has been constructed consistent with the Section 15.1.1 and 15.1.2 and is documented in Exhibit “A”. If GRANTEE denies service or requires payment to provide service, GRANTEE shall provide a map of sufficient detail to allow determination of compliance with the mandatory extension provisions of the Cable System Regulatory Ordinance.

SECTION 16. ASSURING NONDISCRIMINATORY TREATMENT At the time of the adoption of this Agreement, the GRANTOR has not been able to complete its negotiations with Time Warner Entertainment Advance Newhouse Partnership [“TWE/AN”]. Pursuant to an agreement between the GRANTOR and GRANTEE adopted contemporaneously with the Adoption of this Agreement, and incorporated herein, any ultimate negotiation of the TWE/AN franchise assures that GRANTEE is not disadvantaged because of the negotiation period.

SECTION 17. CAPTIONS The section headings and captions contained herein are for convenience only and shall not be used to vary or interpret the terms of this Ordinance.

SECTION 18. SEVERABILITY To the extent legally possible, if any court of competent jurisdiction shall determine that any provision of this Franchise is invalid, illegal, unenforceable, or otherwise prohibited, or if any federal or state governmental agency shall establish or interpret any law, rule or regulation to the effect that any material or substantial provision hereof becomes invalid, illegal, unenforceable or otherwise prohibited, such holding shall in no way affect the validity of the remaining portions of this Franchise.

SECTION 19. REPEALER Ordinance Number 96-70, the original franchise agreement is hereby repealed with the provision that if this Franchise Agreement is invalidated by a court of competent jurisdiction for any reason and subject to any right of appeal, that Ordinance Number, the original franchise agreement will be reinstated in its place for the purpose of maintaining Grantee’s franchised status, for an initial term on no more than 1 year during which both parties shall negotiate in good faith to develop and approve a substitute franchise agreement.

SECTION 20. CONFLICTING ORDINANCES All ordinances and parts of ordinances in conflict herewith shall be brought to the Board for its review and action. However, GRANTOR shall not hereby be deemed to have surrendered any part of its control over the streets, nor shall any other franchise granted to any other person, firm, or corporation be deemed to be repealed.

SECTION 21. EFFECTIVE DATE This Ordinance shall take effect upon GRANTEE’s filing with the Clerk of Board Records, its written acceptance of all of the terms and conditions hereof but no sooner than January 1, 2000.

END OF SUBSTANTIVE PROVISIONS, SIGNATURE PAGE TO FOLLOW

[SEAL]



Attest	/s/ Illegible	PINELLAS COUNTY

	Deputy Clerk



BY:		/s/ Illegible

		Chairman, Board of County Commissioners Pinellas County, Florida


APPROVED AS TO FORM OFFICE OF COUNTY ATTORNEY

By		/s/ Illegible

		Attorney

ACCEPTANCE

GRANTEE accepts and hereby agrees to be bound by all the terms and conditions of this franchise, including Exhibits A, B, and C attached hereto.


WITNESSES:				GTE Media Ventures Incorporated

/s/ Illegible				/s/ Illegible


Printed Name:	Illegible	As: President

		ATTEST:	/s/ N. BRUCE KAZEE

			N. BRUCE KAZEE ASSISTANT SECRETARY

/s/ JUNE HOLLAND

Printed Name : June Holland

The foregoing instrument was acknowledged before me this 17^thday of December, 1999, by Pamela S. Sacobser, on behalf of GTE Media Ventures Incorporated, who is personally known to me or who produced as identification.

/s/ Illegible

Notary Public

/s/ Illegible

Print Notary Name

My Commission Expires: 01/20/02

[GRAPHIC]

Illegible

__________ State of Taxes

My Commission Expires 01-28-02

[GRAPHIC]

EXHIBIT “A”

[GRAPHIC]

EXHIBIT “A”

Page 1

CONSOLIDATED REQUIREMENTS FOR PINELLAS COUNTY I-NET

TYPE

FACILITY

STREET ADDRESS

CITY

ZIP

SERVICE
LEVEL

AIRPORT

Albert Whitled (Administration)

107 8th Av SE

St Petersburg

33701

Minor

AIRPORT

Clearwater / St Petersburg (Administration)

3800 Roosevelt Bl

Clearwater

34620

Minor

AIRPORT

Clearwater Executive (Administration)

1000 Hercules Av N

Clearwater

34625

Minor

AIRPORT

Sheriff Hanger

15250 Spadco Dr.

Clearwater

34622

Minor

CITY HALL

City of Belleair Beach

444 Causeway Bl

Belleair Beach

34635

Minor

CITY HALL

City of Belleair Bluffs

115 Florence Dr

Belleair Bluffs

34640

Minor

CITY HALL

City of Dunedin

750 Milwaukee

Dunedin

34697

Minor

CITY HALL

City of Gulfport

2401 53rd St S

Gulfport

33707

Minor

CITY HALL

City of Indian Rocks Beach

1507 Palm Bay Bl

Indian Rocks Beach

34635

Minor

CITY HALL

City of Largo

225 First Av SW

Largo

34649

Minor

CITY HALL

City of Madeira Beach

300 Municipal Dr

Madeira Beach

33738

Minor

CITY HALL

City of Oldsmar

100 State St

Oldsmar

34677

Minor

CITY HALL

City of Pinellas Park

5141 78th Av N

Pinellas Park

34664

Minor

CITY HALL

City of Safety Harbor

750 Main St

Safety Harbor

34695

Minor

CITY HALL

City of Seminole

7464 Ridge Rd

Seminole

34642

Minor

CITY HALL

City of South Pasadena

7047 Sunset Dr S

South Pasadena

33707

Minor

CITY HALL

City of St Pete Beach

7701 Boca Ciega Dr

St Pete Beach

33706

Minor

CITY HALL

City of St Petersburg

175 5th St N

St Petersburg

33731

Minor

CITY HALL

City of Tarpon Springs

324 Pine St E

Tarpon Springs

34688

Minor

CITY HALL

City of Treasure Island

120 108th Av

Treasure Island

33706

Minor

CITY HALL

Town of Belleair

901 Ponce De Leon Bl

Belleair

34616

Minor

CITY HALL

Town of Belleair Shore

No City Hall

Belleair Shore

33786

Minor

CITY HALL

Town of Indian Shores

19305 Gulf Blvd

Indian Shores

34635

Minor

CITY HALL

Town of Kenneth City

6000 54th Av N

Kenneth City

33709

Minor

CITY HALL

Town of North Redington Beach

190 173rd Av

North Redington Beach

33708

Minor

CITY HALL

Town of Redington Beach

105 164th Av

Redington Beach

33708

Minor

CITY HALL

Town of Redington Shores

17798 Gulf Bl

Redington Shores

33708

Minor

CLERK

Mid County Traffic Court Records & Juvenile Assessment Center

14450 46th St N

Clearwater

34622

Intermediate

CLERK

Misdemeanor Court Records

14255 49th St N

Clearwater

34622

Intermediate

CLERK

Records Center (Clerk & Purchasing)

14155 49th St N

Clearwater

34620

Intermediate

CONSTRUCTION

Construction Licensing Board

11701 Belcher Rd #102

Largo

34643

Minor

CONVENTION

Convention & Visitors Bureau

1 Stadium Dr., Suite A

St. Petersburg

33705

Minor

CORRECTIONS

Parole & Probation

11351 Ulmerton Rd

Largo

33778

Minor

CORRECTIONS

Parole & Probation

1591 S Pinellas Ave

Tarpon Springs

34689

Minor

CORRECTIONS

Parole & Probation

2255 E Bay Dr

Largo

33640

Minor

CORRECTIONS

Parole & Probation

22nd Av S

St Petersburg

Minor

CORRECTIONS

Parole & Probation

33920 US 19 N Suite 340

Palm Harbor

34681

Minor

CORRECTIONS

Parole & Probation

4906 Creekside Dr (Suite T)

Clearwater

34620

Minor

CORRECTIONS

Parole & Probation

5736 Central Ave

St Petersburg

33711

Minor

CORRECTIONS

Parole & Probation

634 Park St

Clearwater

34616

Minor

CORRECTIONS

Parole & Probation

6655 66th St N

Pinellas Park

33665

Minor

CORRECTIONS

Parole & Probation

8050 Seminole Mall

Seminole

34642

Minor

EXHIBIT “__” (1 of 10)

Page 2

CORRECTIONS

Parole & Probation

912 Central Av

St Petersburg

33701

Minor

COURT

Criminal Justice Center

14250 49th St N

Clearwater

33762

MAJOR

COURT

Judicial Building & Law Library

545 1st Ave N

St Petersburg

33701

MAJOR

COURT

New Court House

315 Court St

Clearwater

34616

MAJOR

COURT

Public Defender Misdemeanor Division

14225 49th St

Clearwater

34620

Minor

COURT

Reporters, Official

501 S Ft Harrison

Clearwater

34616

Minor

COURT

State Parole Board

18840 US 19 S Suite 430

Clearwater

34620

Minor

ECONOMIC DEV

Economic Development Council & Sheriff’s K9

7887 Bryan Dairy Rd

Largo

33773

Minor

ECONOMIC DEV

Economic Development Department

14010 Roosevelt Blvd., Suite 704

Clearwater

33762

Minor

EMS/FIRE

Mid County Site, Pinellas County EMS & Fire Administration

12490 Ulmerton Rd

Largo

33774

MAJOR

FIRE

Fire Admin-City of Dunedin

1042 Virginia St.

Dunedin

34698

Minor

FIRE

Fire Admin-City of Largo

250 Cleveland Av SW

Largo

34640

Minor

FIRE

Fire Admin-City of Largo (Relocation in 1999)

201 Highland Av

Largo

34640

Minor

FIRE

Fire Admin-City of St Petersburg

400 ML King St S

St Petersburg

33701

Minor

FIRE

Fire Station 01 & 05 (St Petersburg)

455 8th St S

St Petersburg

33701

Minor

FIRE

Fire Station 02 (St Petersburg)

1420 Pinellas Bay Way

Tierra Verde

33715

Minor

FIRE

Fire Station 03 (St Petersburg)

3101 5th Av S

St Petersburg

33712

Minor

FIRE

Fire Station 04 (St Petersburg)

2501 4th St N

St Petersburg

33704

Minor

FIRE

Fire Station 06 (St Petersburg)

901 49th St N

St Petersburg

33710

Minor

FIRE

Fire Station 07 (St Petersburg)

6995 9th St N

Clearwater

33702

Minor

FIRE

Fire Station 08 (St Petersburg)

4701 9th St S

St Petersburg

33705

Minor

FIRE

Fire Station 09 (St Petersburg)

475 66th St N

St Petersburg

33710

Minor

FIRE

Fire Station 10 (St Petersburg)

2800 30th Av N

St Petersburg

33713

Minor

FIRE

Fire Station 11 (St Petersburg)

5150 31st St S

St Petersburg

33712

Minor

FIRE

Fire Station 12 (St Petersburg)

1651 Bayou Grande Bl

St Petersburg

33703

Minor

FIRE

Fire Station 13 (St Petersburg)

11600 Roosevelt Bl

St Petersburg

33716

Minor

FIRE

Fire Station 16 (Airport Crash Fire Rescue)

15250 Spadco Dr.

Clearwater

34622

Minor

FIRE

Fire Station 17 (Gulfport)

5314 23rd Av S

Gulfport

33707

Minor

FIRE

Fire Station 18 (Lealman-Admin)

4017 56th Ave N

St Petersburg

33714

Minor

FIRE

Fire Station 19 (Lealman)

6694 46th Av N

St Petersburg

33709

Minor

FIRE

Fire Station 20 (So Pasadena-Admin)

911 Oleander Way S

South Pasadena

33707

Minor

FIRE

Fire Station 22 (St Pete Beach)

1950 Pass-A-Grille Way

St Pete Beach

33706

Minor

FIRE

Fire Station 23 (St Pete Beach-Admin)

7301 Gulf Bl

St Pete Beach

33706

Minor

FIRE

Fire Station 24 (Treasure Island-Admin)

180 108th AV

Treasure Island

33706

Minor

FIRE

Fire Station 25 (Madeira Beach-Admin)

300 Municipal Dr

Madeira Beach

33708

Minor

FIRE

Fire Station 26 (Redington Beach-Admin)

101 164th Av

Redington Beach

33708

Minor

FIRE

Fire Station 27 (Indian Rocks-Admin)

304 1st St

Indian Rocks Beach

34635

Minor

FIRE

Fire Station 28 (Indian Rocks)

13501 94th Av N

Seminole

34646

Minor

FIRE

Fire Station 29 & Fire Admin (Seminole)

11195 70th Av N

Seminole

34642

Minor

FIRE

Fire Station 30 (Seminole)

8971 Slarkey Rd

Seminole

34647

Minor

FIRE

Fire Station 31 (Seminole)

13091 88th Av N

Seminole

34646

Minor

FIRE

Fire Station 32 (Seminole)

10780 110th Av N

Seminole

34648

Minor

FIRE

Fire Station 33 (Pinellas Park)

5000 82nd Av N

Pinellas Park

34665

Minor

FIRE

Fire Station 34 (Pinellas Park)

6565 94th Av N

Pinellas Park

34665

Minor

FIRE

Fire Station 35 (Pinellas Park-Admin)

11350 43rd St N

Pinellas Park

34622

Minor

FIRE

Fire Station 36 (Pinellas Park)

13801 MoogPI N

Pinellas Park

34620

Minor

(2 of 10)

Page 3

FIRE

Fire Station 37 (Largo)

2905 West Bay Dr

Belleair Bluffs

34615

Minor

FIRE

Fire Station 38 (Largo)

7630 Ulmerton Rd

Largo

34641

Minor

FIRE

Fire Station 39 (Largo)

12398 134th Av N

Largo

34644

Minor

FIRE

Fire Station 40 (Largo)

2990 Whitney Rd

Clearwater

34620

Minor

FIRE

Fire Station 41 (Largo)

180 4th St., SW

Largo

34640

Minor

FIRE

Fire Station 42 (Largo)

151 N Belcher Rd N

Largo

34641

Minor

FIRE

Fire Station 43 (Belleair Bluffs-Admin)

682 Indian Rocks Rd

Belleair Bluffs

34640

Minor

FIRE

Fire Station 45 (Clearwater-Admin)

610 Franklin St

Clearwater

34616

Minor

FIRE

Fire Station 46 (Clearwater)

534 N Mandalay Av

Clearwater

34630

Minor

100

FIRE

Fire Station 47 (Clearwater)

1460 Lakeview Rd

Clearwater

34616

Minor

101

FIRE

Fire Station 48 (Clearwater)

1700 Belcher Rd N

Clearwater

34625

Minor

102

FIRE

Fire Station 49 (Clearwater)

520 Sky Harbor Dr.

Clearwater

34619

Minor

103

FIRE

Fire Station 50 (Clearwater)

2681 Countryside Bl

Clearwater

34621

Minor

104

FIRE

Fire Station 52 (Safely Harbor-Admin)

700 Main St

Safety Harbor

34695

Minor

105

FIRE

Fire Station 53 (Safety Harbor)

3095 McMullen Booth Rd

Clearwater

34621

Minor

106

FIRE

Fire Station 54 (Oldsmar-Admin)

111 State St

Oldsmar

34677

Minor

107

FIRE

Fire Station 56 (East Lake)

1933 East Lake Rd

East Lake

34685

Minor

108

FIRE

Fire Station 57 (East Lake-Admin)

3375 Tarpon Lake Bl

East Lake

34685

Minor

109

FIRE

Fire Station 58 (East Lake)

3280 Keystone Rd

Tarpon Springs

34689

Minor

110

FIRE

Fire Station 60 (Dunedin)

1046 Virginia St

Dunedin

34698

Minor

111

FIRE

Fire Station 61 (Dunedin)

1941 Ed Eckert Dr

Dunedin

34698

Minor

112

FIRE

Fire Station 62 (Dunedin)

2833 Belcher Rd

Dunedin

34698

Minor

113

FIRE

Fire Station 65 (Palm Harbor-Admin)

250 West Lake Rd

Palm Harbor

34684

Minor

114

FIRE

Fire Station 66 (Palm Harbor)

1123 Illinois Av

Palm Harbor

34683

Minor

115

FIRE

Fire Station 67 (Palm Harbor)

2300 Gleneagles Pkwy

Palm Harbor

34683

Minor

116

FIRE

Fire Station 68 (Palm Harbor)

3007 Alt US 19 N

Palm Harbor

34683

Minor

117

FIRE

Fire Station 69 (Tarpon Springs-Admin)

325 Lemon St E

Tarpon Springs

34689

Minor

118

FIRE

Fire Station 70 (Tarpon Springs)

1025 Gulf Rd

Tarpon Springs

34689

Minor

119

FLEET

Fleet Management Administration

9685 Ulmerton Rd

Largo

34641

Intermediate

120

FLEET

Fleet Management Sub Sta-46th St

14204 46th N

Clearwater

34620

Minor

121

FLEET

Fleet Management Sub Station 17

300 S Ft Harrison Ave

Clearwater

34616

Minor

122

FLEET

Fleet Management-Field Services North

3900 Douglas Ave

Palm Harbor

34683

Minor

123

FLEET

Fleet Management-Field Services South

7415 54th Ave N

St Petersburg

33709

Minor

124

FLEET

Fleet Management-Ft Desolo & Fort DeSoto Park

3500 Pinellas Bay Way

Tierra Verde

33715

Minor

125

GEN SVCS

Gen Svc Facility Mgmt Mid-County Section

10756 Ulmerton Rd

Largo

34648

Minor

126

GEN SVCS

Gen Svc Facility Mgmt Warehouse

14190 Roosevelt Blvd

Clearwater

34620

Minor

127

GEN SVCS

Gen Svcs Cabinet Shop

1225 Ulmerton Rd

Largo

34640

Minor

128

HEALTH

Clearwater Health Dept

310 N Myrtle Ave

Clearwater

34615

Minor

129

HEALTH

Environmental Engineering Division

4175 East Bay Sr

Clearwater

34624

Minor

130

HEALTH

Geriatric Dental Clinic

210 Ewing Ave

Clearwater

34616

Minor

131

HEALTH

Geriatric Dental Clinic

3800 62nd Ave N

Pinellas Park

33565

Minor

132

HEALTH

Health Bldg. – Tarpon Springs

301 S. Disston

Tarpon Springs

34689

Minor

133

HEALTH

Health Department – 300 Plaza East

300 31st St N

St Petersburg

33713

Minor

134

HEALTH

Health Department Administration

500 7th Ave S

St Petersburg

33701

Minor

135

HEALTH

Largo Health Center

12420 130th Av

Largo

33774

Minor

136

HEALTH

Pinellas Park Health Dept

5800 77th Ave N

Pinellas Park

34665

Minor

(3 of 10)

Page 4

137

HEALTH

Pinellas Park Health Dept

6350 76th Ave N

Pinellas Park

34665

Minor

138

HEALTH

St Petersburg Clinic

775 5th St S

St Petersburg

33701

Minor

139

HERITAGE

Gulf Beaches Historical Museum

115 10th Avenue

St. Pete Beach

33706

Minor

140

HERITAGE

Heritage Village - Museum

11909 125th Street

Largo

34644

Minor

141

HIGHWAY

Highway Storm Water Div

4051 118th Ave N

Clearwater

34622

Minor

142

HIGHWAY

Hwy Dept Central District, Survey Division & Fleet Mgt

22211 US 19 N

Clearwater

34625

Minor

143

HIGHWAY

Hwy Dept Mosquito Control & Fleet Mgt Sub Station

4100 118th Avenue N

Clearwater

34622

Minor

144

HIGHWAY

Hwy Dept Southeast District

3755 46th Av N

St Petersburg

33714

Minor

145

HIGHWAY

Hwy Dept Southwest District

11650 131st St N

Seminole

34644

Minor

146

HOSPITAL

All Children’s

801 6th St. S

St Petersburg

33701

Minor

147

HOSPITAL

Bay Pines VA

10000 Bay Pines BI

Bay Pines

33504

Minor

148

HOSPITAL

Bayfront Medical Center

701 6th St S

St Petersburg

33701

Intermediate

149

HOSPITAL

Columbia Clearwater Community

1521 Druid Rd

Clearwater

34616

Minor

150

HOSPITAL

Columbia Edward White

2323 9th Av N

St Petersburg

33713

Minor

151

HOSPITAL

Columbia Largo Medical Center

201 14th St SW

Largo

34640

Minor

152

HOSPITAL

Columbia Northside Medical Center

6000 49th St N

Lealman

33709

Minor

153

HOSPITAL

Columbia St Petersburg Medical Center

6500 38th Av N

St Petersburg

33710

Minor

154

HOSPITAL

Helen Ellis

1395 Pinellas Av S

Tarpon Springs

34689

Minor

155

HOSPITAL

Mease Countryside

3231 McMullen Booth Rd

Safety Harbor

34695

Minor

156

HOSPITAL

Mease Dunedin

601 Main St

Dunedin

34698

Minor

157

HOSPITAL

Morton Plant

323 Jeffords St

Clearwater

34616

Minor

158

HOSPITAL

Palms of Pasadena

1501 Pasadena Av S

South Pasadena

33707

Minor

159

HOSPITAL

St Anthony’s

1200 7th Ave N

St Petersburg

33705

Minor

160

HOSPITAL

Sun Coast Osteopathic

2025 Indian Rocks Rd

Largo

34644

Minor

161

HRS

HRS Administration

5255 140th Ave N

Clearwater

Minor

162

HRS

HRS Child Support

1437 S Belcher Rd

Clearwater

34624

Minor

163

HRS

HRS Wildwood

3001 26th St S

St Petersburg

33712

Minor

164

JUSTICE

Justice Coord./Leg. Delegation

311 Osceola Av

Clearwater

34616

Minor

165

JUVENILE

Juvenile Welfare Board

4140 49th St N

St Petersburg

33709

Minor

166

LIBRARY

Clearwater (Beach)

40 Causeway BI

Clearwater

34630

Minor

167

LIBRARY

Clearwater (City)

100 N Osceola Av

Clearwater

34615

Minor

168

LIBRARY

Clearwater (Countryside)

2741 SR 580

Clearwater

34623

Minor

169

LIBRARY

Clearwater (East)

2251 Drew St

Clearwater

34625

Minor

170

LIBRARY

Clearwater (Main)

36 N Osceola Av

Clearwater

34625

Minor

171

LIBRARY

Clearwater (N Greenwood)

1250 Palmetto

Clearwater

34616

Minor

172

LIBRARY

Gulf Beaches

200 Municipal Dr

Madeira Beach

33708

Minor

173

LIBRARY

Gulfport Public

5501 28 Av S

Gulfport

33707

Minor

174

LIBRARY

Largo

351 East Bay Dr

Largo

34641

Minor

175

LIBRARY

Law-Clearwater # 1

641 Court St

Clearwater

34616

Minor

176

LIBRARY

Library

365 73rd Av

Minor

177

LIBRARY

Oldsmar City

101 State St W

Oldsmar

34677

Minor

178

LIBRARY

Palm Harbor

2330 Nebraska Av

Palm Harbor

34683

Minor

179

LIBRARY

Pinellas Park

7770 52nd St N

Pinellas Park

34665

Minor

180

LIBRARY

Pinellas Public Library CoOp

12345 Starkey Rd

Largo

33773

Minor

181

LIBRARY

Safety Harbor

101 2nd St N

Safety Harbor

34695

Minor

182

LIBRARY

Safety Harbor Public

176 5th Av N

Safety Harbor

34695

Minor

(4 of 10)

Page 5

183

LIBRARY

Seminole Community

9199 113th St N

Seminole

34642

Minor

184

LIBRARY

Seminole Library Association

9000 113th St N

Seminole

34642

Minor

185

LIBRARY

St Petersburg-Azalea Branch

7801 22nd Av N

St Petersburg

33701

Minor

186

LIBRARY

St Petersburg-Johnson Branch

1111 18th Av S

St Petersburg

33705

Minor

187

LIBRARY

St Petersburg-Library Lakes Condo Apts Assn.

1200 37th St N

St Petersburg

33713

Minor

188

LIBRARY

St Petersburg-Mirror Lake

280 5th St N

St Petersburg

33701

Minor

189

LIBRARY

St Petersburg-Municipal Branch

5th St & 3rd Av N

St Petersburg

33701

Minor

190

LIBRARY

St Petersburg-North Branch

861 70th Av N

St Petersburg

33702

Minor

191

LIBRARY

St Petersburg-Public (Main)

3745 9th Av N

St Petersburg

33713

Minor

192

LIBRARY

St Petersburg-Public/S. Branch

1201 Country Club Way S

St Petersburg

33705

Minor

193

LIBRARY

Tarpon Springs

138 Lemon St E

Tarpon Springs

34689

Minor

194

LIBRARY

Video Library

11403 Starkey Rd

Largo

33773

Minor

195

MED EXAMINER

Medical Examiner’s Office

10850 Ulmerton Rd

Largo

34648

Minor

196

MULTI USER

Criminal Justice Planning, Veterans Svcs, Prop Appraiser

1100 Cleveland St

Clearwater

34615

Minor

197

MULTI USER

North County Service Center, Sheriff North Sub-Station & Clerk

29582 US 19 N

Clearwater

34621

Intermediate

198

MULTI USER

South County Service Clr

1800 66th St N

St Petersburg

33710

Intermediate

199

PARK

Anderson Park

39699 US Hwy 19 N

Tarpon Springs

34689

Minor

200

PARK

Brooker Creek Preserve - Office

1061 Lora Lane

Tarpon Springs

34689

Minor

201

PARK

Fred Howard Park

1700 Sunset Dr

Tarpon Springs

34689

Minor

202

PARK

John Chestnut Sr Park

2200 East Lake Rd

Palm Harbor

34685

Minor

203

PARK

Lake Seminole - Burnett

8877 Seminole Blvd.

Seminole

34647

Minor

204

PARK

Lake Seminole Park

10015 74th Ave N

Seminole

34647

Minor

205

PARK

Phillipe Park

2525 Phillipe Pkwy

Safety Harbor

34695

Minor

206

PARK

Ridgecrest Park

12000 Ulmerton Rd

Largo

34644

Minor

207

PARK

Sand Key Park

1060 Gulf Blvd

Clearwater

34630

Minor

208

PARK

Sawgrass Lake Park

7400 25th St N

St Petersburg

33702

Minor

209

PARK

Taylor Park

1100 8thAve SW

Largo

34640

Minor

210

PARK

Walsingham Park

12620 102nd AV N

Largo

34648

Minor

211

PARK

War Veterans Memorial Park

9600 Bay Pines Blvd

St Petersburg

33708

Minor

212

PARK

Weedon Island Preserve

1500 Weedon Island Dr

St Petersburg

33702

Minor

213

PC BLDGS

Alcohol Rehabilitation Center

3575 Old Keystone Rd

Tarpon Springs

34689

Minor

214

PC BLDGS

Alternative Human Services

5200 16th St N

St Petersburg

33701

Minor

215

PC BLDGS

County Annex Bldg

400 S Ft Harrison Ave

Clearwater

34616

Minor

216

PC BLDGS

Housing and Construction Svcs

475 Central Ave

St Petersburg

33701

Minor

217

PC BLDGS

Omni Center

1801 119th St N

Largo

34648

Minor

218

PC BLDGS

St Petersburg Beach

4700 Gulf Blvd

St Pete Beach

33706

Minor

219

PC BLDGS

St Petersburg Optics

19th St N

St Petersburg

33701

Minor

220

PC BLDGS

Whitney Road House

1962 30th St S

St Petersburg

33712

Minor

221

PCSO

Palm Harbor - Maint Area/Sheriffs Res.& Hwy Dept North District

4314 Alt US 19

Palm Harbor

34683

Minor

222

PCSO

Sheriff - Dunedin

737 Louden Avenue

Dunedin

Intermediate

223

PCSO

Sheriff Detention and Corrections Bureau

14400 49th St N

Clearwater

34622

Minor

224

PCSO

Sheriff Judicial Operations Bureau, Public Defender & Law Library

5100 144th Ave N

Clearwater

34620

Minor

225

PCSO

Sheriff Judicial Operations Bureau-Largo

10750 Ulmerton Rd

Largo

34648

Minor

226

PCSO

Sheriff Judicial Operations, Gen Svc & Reporters, Official

150 5th St N

St Petersburg

33701

Minor

227

PCSO

Sheriff Office Bldg 8

10756 Ulmerton Rd

Largo

34648

Minor

228

PCSO

Sheriff Offices Bldg 9

10756 Ulmerton Rd

Largo

34648

Minor

(5 of 10)

Page 6

229

PCSO

Sheriff Technical Services

4645 145th Ave N

Clearwater

34620

Minor

230

PCSO

Sheriff Technical Services & Evidence Storage

4801 145th Ave N

Clearwater

34620

Minor

231

PCSO

Sheriff Technical Services, Central Distribution & Evidence Storage

4707 145th Ave N

Clearwater

34620

Minor

232

PCSO

Sheriff/Records Mgmt.

5300 Ulmerton Road

Largo

34620

Intermediate

233

PCSO

Sheriff’s Offices - Annex Building(#5)

10750 Ulmerton Rd.

Largo

34648

Minor

234

PCSO

Sheriff’s Offices - Bldg. 100 (Main) Administration

10750 Ulmerton Rd.

Largo

34648

MAJOR

235

PCSO

Sheriff’s Offices - Bldg. 200 (Veh Maint)

10750 Ulmerton Rd.

Largo

34648

Minor

236

PCSO

Sheriff’s Offices - Bldg. 300 (Radio)

10750 Ulmerton Rd.

Largo

34648

Minor

237

PCSO

Sheriff’s Offices - Bldg. 400 (Personnel)

10750 Ulmerton Rd.

Largo

34648

Minor

238

PCSO

Sheriff’s Offices Bld7 - Facilities Mgmt.

10750 Ulmerton Rd.

Largo

34648

Minor

239

POLICE

Clearwater PD Headquarters

645 Pierce St

Clearwater

Minor

240

POLICE

Clearwater PD Substation (Beach)

700 Bayway

Clearwater Beach

Minor

241

POLICE

Clearwater PD Substation (Condon Gardens)

2931 Sandlewood DR

Clearwater

33759

Minor

242

POLICE

Clearwater PD Substation (East)

2851 McMullen-Booth

Clearwater

33761

Minor

243

POLICE

Clearwater PD Substation (Kings Highway)

2080 Kings Highway, Apt 8

Clearwater

Minor

244

POLICE

Clearwater PD Substation (NGNP)

1310 N Greenwood

Clearwater

33755

Minor

245

POLICE

Clearwater PD Substation (Old Bay)

1250 N Ft Harrison

Clearwater

33755

Minor

246

POLICE

Clearwater PD Substation (SGNP)

1426 S Greenwood

Clearwater

33756

Minor

247

POLICE

Largo PD Headquarters

100 East Bay

Largo

Minor

248

POLICE

Largo PD Headquarters (Relocating in 1999)

201 Highland Av

Largo

Minor

249

POLICE

Largo PD Substation (Alpha)

13819 #B Walshingham Rd Largo FL

Largo

Minor

250

POLICE

Largo PD Substation (Bravo)

10500 Ulmerton Rd #216

Largo

Minor

251

POLICE

Largo PD Substation (Delta)

4625 East Bay Drive Largo FL

Largo

Minor

252

POLICE

Largo PD Substation (Echo)

14099 Belcher Rd #1004 Largo FL

Largo

Minor

253

POLICE

Largo PD Substation (NRC)

1406 Clearwater - Largo Road

Largo

Minor

254

POLICE

St Pete Beach PD Headquarters

7701 Boca Ciega Dr

St Pete Beach

Minor

255

POLICE

St Petersburg PD

1300 1st Ave N

St Petersburg

33705

Minor

256

POLICE

St Petersburg PD Bartlell Park Center

1453 4th Street S

St Petersburg

Minor

257

POLICE

St Petersburg PD Maximo Plaza

5175 34th ST S

St Petersburg

Minor

258

POLICE

St Petersburg PD Sanderlin Resource Center

2335 22nd Ave S

St Petersburg

Minor

259

POLICE

St Petersburg PD Skyway Shopping Center Substation

1047 62nd Ave S

St Petersburg

Minor

260

POLICE

St Petersburg PD Sunrise

6393 9th ST S St Pete

St Petersburg

Minor

261

POLICE

St Petersburg PD Tyrone Garden Center Substation

937 Tyrone Blvd

St Petersburg

Minor

262

POLICE

Tarpon Springs PD

366 North Ring St

Tarpon Springs

34689

Minor

263

POLICE

Treasure Island PD

180 108th Av

Treasure Island

33706

Minor

264

POLICE

USF Campus PD

140 7th Av S

St Petersburg

33710

Minor

265

POLICE

VA Police Dept

10000 Bay Pines Bl

Bay Pines

33504

Minor

266

PROP APPR

Property Appr. - North County Office

29269 U.S. 19 N.

Clearwater

34621

Minor

267

PSTA

PSTA Bus Administration

14840 49th St N

Clearwater

33762

Minor

268

PTEC

PTEC Clearwater Campus

6100 154th Av N

Clearwater

33760

Minor

269

PTEC

PTEC St Petersburg Campus

901 34th St S

St Petersburg

33712

Minor

270

PURCHASING

County Central Purchasing Warehouse

14198 Roosevelt Blvd

Clearwater

33762

Minor

271

RADIO SYSTEM

Bayfront Medical Center Radio Site

701 6th St S

St Petersburg

33701

INT CRIT

272

RADIO SYSTEM

Court House Radio Site

315 Court St

Clearwater

34616

INT CRIT

273

RADIO SYSTEM

Eldridge-Wilde Radio Site

3563 Old Keystone Rd

Tarpon Springs

34689

INT CRIT

274

RADIO SYSTEM

Highway Division Radio Site

22211 U.S. 19 N

Clearwater

34625

INT CRIT

(6 of 10)

Page 7

275

RADIO SYSTEM

Majestic Towers, Bldg A, Rooftop (PCSO Site)

1255 Pasadena Ave S

South Pasadena

33707

Intermediate

276

RADIO SYSTEM

Majestic Towers, Bldg B Rooftop (County Site)

1255 Pasadena Ave S

South Pasadena

33707

INT CRIT

277

RADIO SYSTEM

Ridgecrest Radio Site (Collocated at Mid County Site)

12490 Ulmerton Rd

Largo

33774

INT CRIT

278

RADIO SYSTEM

Safety Harbor Radio Site

2290 Slate Road 580

Safety Harbor

33763

INT CRIT

279

RADIO SYSTEM

St Petersburg Radio Site

150 14th St N

St Petersburg

33705

INT CRIT

280

RADIO SYSTEM

Tarpon Springs Radio Site

3820 US Alt 19 N

Palm Harbor

34683

INT CRIT

281

RADIO SYSTEM

Toytown Radio Site

10540 16th St N

St Petersburg

33716

INT CRIT

282

SCHOOL

Anona Elementary

12301 Indian Rocks Rd

Largo

33774

Minor

283

SCHOOL

Azelia Elementary

1680 74th St N

St Petersburg

33710

Minor

284

SCHOOL

Azelia Middle

7655 22nd Av N

St Petersburg

33710

Minor

285

SCHOOL

Bardmoor Elementary

8900 Greenbriar Rd

Seminole

33777

Minor

286

SCHOOL

Bauder Elementary

12755 86th Av N

Seminole

33776

Minor

287

SCHOOL

Bay Point Elementary

2551 62nd Av S

St Petersburg

33712

Minor

288

SCHOOL

Bay Point Middle

2151 62nd Av S

St Petersburg

33712

Minor

289

SCHOOL

Bay Vista Fundamental Elementary

5900 9th St S

St Petersburg

33705

Minor

290

SCHOOL

Bear Creek Elementary

350 61st St S

St Petersburg

33707

Minor

291

SCHOOL

Belcher Elementary

1839 S Belcher Rd

Clearwater

33764

Minor

292

SCHOOL

Belleair Elementary

1156 Lakeview Rd

Clearwater

33756

Minor

293

SCHOOL

Blanton Elementary

6400 54th Av N

St Petersburg

33709

Minor

294

SCHOOL

Boca Ciega High

924 58th Street S

Gulfport

33707

Minor

295

SCHOOL

Brooker Creek Elementary

3102 Forelock

Palm Harbor

34685

Minor

296

SCHOOL

Campbell Park Elementary

1101 7th Av S

St Petersburg

33705

Minor

297

SCHOOL

Carwise, Joseph L., Middle

3301 Bentley Dr

Palm Harbor

34684

Minor

298

SCHOOL

Clearview Avenue Elementary

3815 43rd St N

St Petersburg

33713

Minor

299

SCHOOL

Clearwater Discovery

1220 Palmetto St

Clearwater

33755

Minor

300

SCHOOL

Clearwater High

540 S Hercules Av

Clearwater

33764

Minor

301

SCHOOL

Coachmen Fundamental Middle

2235 NE Coachman Rd

Clearwater

33765

Minor

302

SCHOOL

Countyrside High

3000 State Road 580

Clearwater

33761

Minor

303

SCHOOL

Cross Bayou Elementary

6886 102nd Av

Pinellas Park

33782

Minor

304

SCHOOL

Curlew Creek Elementary

3030 Curlew Rd

Palm Harbor

34684

Minor

305

SCHOOL

Curtis Fundamental Elementary

1210 Holt Av

Clearwater

33755

Minor

306

SCHOOL

Cypress Woods Elementary

4900 Cypress Woods Bl

Palm Harbor

34685

Minor

307

SCHOOL

Davis, Lelia G., Elementary

2630 Landmark Dr

Clearwater

33761

Minor

308

SCHOOL

Dixie Hollins Evening Adult Education Center

4940 62nd St N

St Petersburg

33709

Minor

309

SCHOOL

Dunedin Elementary

531 Beltrees St

Dunedin

34698

Minor

310

SCHOOL

Dunedin High

1651 Pinehurst Rd

Dunedin

34968

Minor

311

SCHOOL

Dunedin Highland Middle

896 Union St

Dunedin

34698

Minor

312

SCHOOL

East Lake High

1300 Silver Eagle Dr

Tarpon Springs

34689

Minor

313

SCHOOL

Eisenhower Elementary

28900 Drew St

Clearwater

33759

Minor

314

SCHOOL

Fairmont Park Elementary

575 41st St S

St Petersburg

33711

Minor

315

SCHOOL

Fitzgerald Middle

6410 118th Av N

St Petersburg

33773

Minor

316

SCHOOL

Forest Lakes Elementary

301 Pine Av

St Petersburg

34677

Minor

317

SCHOOL

Frontier Elementary

6995 Hopedale Land

Clearwater

33764

Minor

318

SCHOOL

Fuguitt Elementary

13010 101st St

Largo

33773

Minor

319

SCHOOL

Garrison-Jones Elementary

3133 Garrison Rd

Palm Harbor

34683

Minor

320

SCHOOL

Gibbs High

850 34th St S

St Petersburg

33711

Minor

321

SCHOOL

Gulf Beaches Elementary

8600 Boca Ciega Dr

St Petersburg

33706

Minor

(7 of 10)

Page 8

322

SCHOOL

Gulfport Elementary

2014 52nd St S

Gulfport

33707

Minor

323

SCHOOL

Hamilton District

5125 11th Av S

Gulfport

33707

Minor

324

SCHOOL

Harris, Nina, Exceptional Student Education Center

6000 70th Av N

Pinellas Park

33781

Minor

325

SCHOOL

High Point Elementary

6033 150th Av N

Clearwater

33760

Minor

326

SCHOOL

Highland Lakes Elementary

3636 Ridge Bl

Palm Harbor

34684

Minor

327

SCHOOL

Hunsinger, Calvin

1863 Betty Lane N

Clearwater

33755

Minor

328

SCHOOL

Kennedy Middle

1660 Palmetto St

Clearwater

33755

Minor

329

SCHOOL

Kings Highway Elementary

1715 Kings Highway

Clearwater

33755

Minor

330

SCHOOL

Lake St. George Elementary

2855 County Rd 95

Palm Harbor

34684

Minor

331

SCHOOL

Lakeview Fundamental Elementary

2229 25th St S

St Petersburg

33712

Minor

332

SCHOOL

Lakewood Elementary

2154 27th Av N

St Petersburg

33713

Minor

333

SCHOOL

Lakewood High

1400 54th Av S

St Petersburg

33705

Minor

334

SCHOOL

Largo Central Elementary

250 1st Av NE

Largo

33770

Minor

335

SCHOOL

Largo High/Teaching Arts

410 Missouri Av

Largo

33770

Minor

336

SCHOOL

Largo Middle

155 8th Av SE

Largo

33771

Minor

337

SCHOOL

Lealman Avenue Elementary

4001 58th Av N

Tarpon Springs

34689

Minor

338

SCHOOL

Lealman Discovery School

4100 35th St N

St Petersburg

33714

Minor

339

SCHOOL

Lynch Elementary

1901 71st Av N

St Petersburg

33702

Minor

340

SCHOOL

Madeira Beach Elementary

749 Madeira Beach Causeway

Madeira Beach

33708

Minor

341

SCHOOL

Madeira Beach Middle

591 Madeira Beach Causeway

Madeira Beach

33708

Minor

342

SCHOOL

Maximo Elementary

4850 31st St S

St Petersburg

33712

Minor

343

SCHOOL

McMullen Booth Elementary

3025 Union St

Clearwater

33759

Minor

344

SCHOOL

Meadowlawn Middle

5900 16th St N

St Petersburg

33714

Minor

345

SCHOOL

Melrose Elementary

1752 13th Av S

St Petersburg

33714

Minor

346

SCHOOL

Mildred Helms Elementary

561 S Clearwater/Largo Rd

Largo

33770

Minor

347

SCHOOL

Mount Vernon Elementary

4629 13th Av N

St Petersburg

33713

Minor

348

SCHOOL

North Shore Elementary

3500 Oak St NE

St Petersburg

33704

Minor

349

SCHOOL

North Ward Elementary

900 N Ft Harrison Av

Clearwater

33755

Minor

350

SCHOOL

North Ward School

327 11th Av N

St Petersburg

34701

Minor

351

SCHOOL

Northeast High & Northeast Community

1717 54th Av N

St Petersburg

33714

Minor

352

SCHOOL

Northwest Elementary

5601 22nd Av N

St Petersburg

33710

Minor

353

SCHOOL

Oak Grove Middle

1370 S Belcher Rd

Clearwater

33764

Minor

354

SCHOOL

Oakhurst Elementary

10535 137th St N

Largo

33774

Minor

355

SCHOOL

Oldsmar Elementary

302 W Dartmouth Av

Oldsmar

34677

Minor

356

SCHOOL

Orange Grove Elementary

10300 65th Av N

Seminole

33772

Minor

357

SCHOOL

Osceola High & Sixteenth Street Middle Magnet School

9751 98th St N

Seminole

33777

Minor

358

SCHOOL

Osceola Middle

9301 98th St N

Seminole

33777

Minor

359

SCHOOL

Ozona Elementary

601 Tampa Rd

Palm Harbor

34683

Minor

360

SCHOOL

Palm Harbor Elementary

415 15th St

Palm Harbor

34683

Minor

361

SCHOOL

Palm Harbor Middle

1800 Tampa Rd

Palm Harbor

34683

Minor

362

SCHOOL

Palm Harbor University High

1900 Omaha St

Palm Harbor

34683

Minor

363

SCHOOL

Pasadena Fundamental Elementary

95 72nd St N

St Petersburg

33710

Minor

364

SCHOOL

Perkins Elementary

2400 Queensboro Av S

St Petersburg

33712

Minor

365

SCHOOL

Pinellas Central Elementary

10501 58th St N

Pinellas Park

33782

Minor

366

SCHOOL

Pinellas Park Elementary

7520 52nd St N

Pinellas Park

33781

Minor

367

SCHOOL

Pinellas Park High

6305 118th Av N

Largo

33773

Minor

(8 of 10)

Page 9

368

SCHOOL

Pinellas Park Middle

6940 70th Av N

Pinellas Park

33781

Minor

369

SCHOOL

Plumb Elementary

1920 Lakeview Rd

Clearwater

33764

Minor

370

SCHOOL

Ponce de Leon Elementary

1301 Ponce de Leon Av

Clearwater

33756

Minor

371

SCHOOL

Rawlings, Marjorie K Elementary

6505 68th St n

Pinellas Park

33781

Minor

372

SCHOOL

Ridgecrest Elementary

1901 119th St N

Largo

33778

Minor

373

SCHOOL

Rio Vista Elementary

8131 Macoma Dr NE

St Petersburg

33702

Minor

374

SCHOOL

Rivera Middle

501 62nd AV NE

St Petersburg

33702

Minor

375

SCHOOL

Robinson, Samuel M. Challenge School

1101 Marshall St

Clearwater

33755

Minor

376

SCHOOL

Safety Harbor Center - IBIS

675 Elm AV N

Safety Harbor

34695

Minor

377

SCHOOL

Safety Harbor Elementary

535 5th Av N

Safety Harbor

34695

Minor

378

SCHOOL

Safety Harbor Middle

125 7th St N

Safety Harbor

33776

Minor

379

SCHOOL

San Jose Elementary

1670 San Helen Dr

Dunedin

34698

Minor

380

SCHOOL

Sanders, Richard L. School

4960 78th Av N

Pinellas Park

33781

Minor

381

SCHOOL

Sandy Lake Elementary

1360 Sandy lane

Clearwater

33755

Minor

382

SCHOOL

Sawgrass Lake Elementary

1815 77th Av N

St Petersburg

33702

Minor

383

SCHOOL

School Board

2190 Cleveland St

Clearwater

34615

Minor

384

SCHOOL

Seminole Elementary

10950 74th Av N

Seminole

33772

Minor

385

SCHOOL

Seminole High

8401 131st St N

Seminole

33776

Minor

386

SCHOOL

Seminole Middle

8701 131st St N

Seminole

33776

Minor

387

SCHOOL

Seminole Vocational Education Center

12611 86th Av N

Seminole

33776

Minor

388

SCHOOL

Seventy-Fourth St Elementary

3801 74th St N

St Petersburg

33709

Minor

389

SCHOOL

Sexton Elementary

1997 54th Av N

St Petersburg

33714

Minor

390

SCHOOL

Shore Acres Elementary

1800 62nd Av NE

St Petersburg

33703

Minor

391

SCHOOL

Sixteenth Street Middle Quality School

3836 21st AV S

St Petersburg

33711

Minor

392

SCHOOL

Skycrest Elementary

10 N Corona Av

Clearwater

33765

Minor

393

SCHOOL

Skyview Elementary

8601 60th St N

Pinellas Park

33782

Minor

394

SCHOOL

South Ward Elementary

610 S Ft Harrison AV

Clearwater

33756

Minor

395

SCHOOL

Southern Oak Elementary

9101 Walsingham Rd

Largo

33773

Minor

396

SCHOOL

Southside Fundamental Middle

1701 10th St S

St Petersburg

33705

Minor

397

SCHOOL

St Petersburg Challenge

2350 22nd Av S

St Petersburg

33712

Minor

398

SCHOOL

St Petersburg High

2501 5th Avenue N

St Petersburg

33713

Minor

399

SCHOOL

Starkey Elementary

9300 86th Av N

Seminole

33777

Minor

400

SCHOOL

Stephens, Jr., Paul B. Exceptional Student Ed Center

2929 County Rd 193

Clearwater

33759

Minor

401

SCHOOL

Sunset Hills Elementary

1513 Gulf Rd

Tarpon Springs

34689

Minor

402

SCHOOL

Sutherland Elementary

3150 Belcher Rd

Palm Harbor

34683

Minor

403

SCHOOL

Tarpon Springs Elementary

525 N Disston Av

Tarpon Springs

34689

Minor

404

SCHOOL

Tarpon Springs Fundamental Elementary

400 E Harrison

Tarpon Springs

34689

Minor

405

SCHOOL

Tarpon Springs High

1411 S Gulf Rd

Tarpon Springs

34689

Minor

406

SCHOOL

Tarpon Springs Middle

500 N Florida Av

Tarpon Springs

34689

Minor

407

SCHOOL

Tarpon Springs SOC SCVS

41 N Ring Ave

St Petersburg

33714

Minor

408

SCHOOL

Tomlinson Adult Learning Center

296 Mirror Lake Dr

St Petersburg

33710

Minor

409

SCHOOL

Tyrone Elementary

2401 66th St N

St Petersburg

33710

Minor

410

SCHOOL

Tyrone Middle

6421 22nd Av N

St Petersburg

33710

Minor

411

SCHOOL

Walsingham Elementary

9099 Walsingham Rd

Largo

33773

Minor

412

SCHOOL

Westgale Elementary

3560 58th St N

St Petersburg

33710

Minor

413

SCHOOL

Woodlawn Elementary

1600 16th St N

St Petersburg

33713

Minor

(9 of 10)

Page 10

414

SCHOOL BOARD

Anderson Environmental Education Center

7400 25th St N

St Petersburg

33702

Minor

415

SCHOOL BOARD

Druid Complex

1960 E Druid Rd

Clearwater

33764

Minor

416

SCHOOL BOARD

Enterprise Village

12100 Starkey Rd

Largo

33773

Minor

417

SCHOOL BOARD

High Point Service Center

5925 150th Av N

Clearwater

33760

Minor

418

SCHOOL BOARD

P.C. Schools Administration

301 4th Street SW

Largo

33770

Minor

419

SCHOOL BOARD

PC Council of PTAs

1851 Asbury Dr

Clearwater

33765

Minor

420

SCHOOL BOARD

PC Education Foundation

19321 US 19 N, Suite C520

Clearwater

33764

Minor

421

SCHOOL BOARD

Pownall, Walter, Service Center & Campus Police

11111 Belcher Rd S

Largo

33773

Minor

422

SCHOOL BOARD

Risk Management and Insurance

301 4th St SW

Largo

33770

Minor

423

SCHOOL BOARD

School Operations/Student Services, Area I

525 Pennsylvania Av

Palm Harbor

34683

Minor

424

SCHOOL BOARD

School Operations/Student Services, Area II

1015 10th Av N

St Petersburg

33705

Minor

425

SCHOOL BOARD

School Operations/Student Services, Area III

1001 51st St S

Gulfport

33707

Minor

426

SCHOOL BOARD

St Petersburg Science Center

7701 22nd Av N

St Petersburg

33710

Minor

427

SOCIAL SVCS

Social Services Administration

1100 Cleveland St.

Clearwater

34615

Minor

428

SOCIAL SVCS

Social Services St Petersburg

647 1st Av N

St Petersburg

33701

Minor

429

SOCIAL SVCS

Social Services-Tarpon Springs

41 N Ring Ave

Tarpon Springs

34689

Minor

430

SPJC

St Petersburg Junior College Administration

8580 66th St N

Pinellas Park

33781

Minor

431

SPJC

St Petersburg Junior College Health Education Ctr (EMS/CME)

7200 66th St N

Pinellas Park

33733

Minor

432

SPJC

St Petersburg Junior College/AllState Center

3200 34th St S

St Petersburg

33711

Minor

433

SPJC

St Petersburg Junior College/Clearwater Campus

2465 Drew St

Clearwater

34665

Minor

434

SPJC

St Petersburg Junior College/St Petersburg Campus

6605 5th Ave N

St Petersburg

33710

Minor

435

SPJC

St Petersburg Junior College/Tarpon Springs Campus

600 Ktosterman Rd

St Petersburg

34683

Minor

436

SPJC

Tax Collector-North County Branch

29399 U.S. 19 N.

Clearwater

34621

Minor

437

TAX COLL

Tax Collector-Clearwater Branch

1663 Gulf to Bay Boulevard

Clearwater

34616

Minor

438

TAX COLL

Tax Collector-Mid County Branch

8575 Bryan Dairy Rd.

Largo

34647

Minor

439

UTILITIES

Capri Isle Pump Station

12050 2nd St. E.

Treasure Island

33706

Minor

440

UTILITIES

Indian Rocks Yard (Fleet & Utilities)

11700 Hamlin BI

Largo

34644

Minor

441

UTILITIES

Keller Pumping Station

3655 Keller Cir

Tarpon Springs

34689

Minor

442

UTILITIES

Logan Pumping Station Administration

1620 Ridge Rd

Largo

34648

Minor

443

UTILITIES

McKay Creek WWTP

14800 118th Ave N

Largo

33709

Minor

444

UTILITIES

North Booster Station

SR 580 & U.S. Hwy. 19

Clearwater

34621

Minor

445

UTILITIES

North East Package WWTP

2502 Maintenance Rd

Palm Harbor

34685

Minor

446

UTILITIES

North Pinellas WWTP

3820 U S Alt 19 N

Palm Harbor

34683

Minor

447

UTILITIES

Oakhursl Pumping Station

11323 74th Ave N

Semlnole

34642

Minor

448

UTILITIES

Sold Waste Administration

3095 114th Av N

St. Petersburg

33716

Minor

449

UTILITIES

Solid Waste

3000 110th Ave N.

St. Petersburg

33716

Minor

450

UTILITIES

Solid Waste

3010 114th Avenue N.

St Petersburg

33622

Minor

451

UTILITIES

South Cross Bayou WWTP

5900 74th St N

St Petersburg

33709

Minor

452

UTILITIES

Stormwtr/IRR Pump Station

11410 34th Street N.

St Petersburg

34622

Minor

453

UTILITIES

Tire Shear Area (Solid Waste)

4000 118th Avenue N.

St. Petersburg

33622

Minor

454

UTILITIES

Utilities Cust. Svc., North

2431 Tampa Rd.

Palm Harbor

34683

Minor

455

UTILITIES

Well House (58)

7050 Keystone Rd

St Petersburg

34669

Minor

456

VETERANS

Veterans Services St Petersburg

3160 5th Ave N. Plaza 300

St Petersburg

33713

Minor

457

458

459

(10 of 10)

Franchise Fee

Pinellas County Franchise Fee Schedule

For the Month of:


Cable Service:
(i.e. Basic, Expanded, Premium)

Other Services:
(i.e. Pay Per View, Installation, Equipment Rental)

Miscellaneous Revenue:
(i.e. Late Charges, Other Revenues)

Less Collection of Sales Tax

Net Receipts

Franchise Fees Collected

Other Income:
i.e. Advertising, Studio Production, Leased Access, Shopping Revenue)

Total receipts subject to calculation

Franchise fee rate		x 0.05

Franchise fees due Pinellas County

EXHIBIT “C”

No. 28 (1)

BCC 12-14-99

9.30 A.M. DAY

#28	ORDINANCE NO. 99-106 ADOPTED APPROVING A. CABLE SYSTEM FRANCHISE AGREEMENT WHICH GRANTS A CABLE SYSTEM FRANCHISE TO GTE MEDIA VENTURES INCORPORATED FOR A TEN-YEAR PERIOD; AGREEMENT FOR NON-DISCRIMINATORY TREATMENT - APPROVED FOR EXECUTION

Pursuant to legal notice published in the December 3, 1999 issue of the St. Petersburg Times as evidenced by publisher’s affidavit filed with the Clerk, public hearing was held on a proposed ordinance approving a cable television system franchise agreement which grants a cable system franchise to GTE Media Ventures Incorporated for a ten-year period. Chief Deputy Clerk C. R. Short reported that no correspondence relative to the proposed ordinance has been received; and that the matter is property before the Board to be heard.

County Administrator Fred E. Marquis stated that staff recommends approval of the proposed ordinance together with an Agreement for Non-Discriminatory Treatment with GTE Media Ventures Incorporated.

Carl Pilnick, Telecommunications & Management Corporation, related that the franchise agreement is for a ten-year period and provides for an additional ten cents per subscriber monthly fee which would be allocated for institutional network services.

Chief Assistant County Attorney James L. Bennett provided the members with a copy of a draft of the proposed ordinance and described the minor changes with which GTE has concurred; and in response to queries by the members, he indicated that the initial grant in the amount of $96,764.85 represents the Public, Educational and Governmental (PEG) Access obligations required of GTE through December 31, 1999; and that the Agreement for Non-Discriminatory Treatment provides for GTE’s obligations to be placed at a competitive level equal with Time Warner’s obligations and contains no significant concessions by the County.

In response to the Chairman’s call for persons wishing to speak, the following persons appeared and offered their comments:

Connie Mudano, President, Pinellas Public Access Television

Emily Rogers Coeymen, 6936 40th Avenue North, St. Petersburg

No. 28 (2)

BCC 12-14-99

9.30 A.M. DAY

Following discussion, Commissioner Stewart moved, seconded by Commissioner Harris, that Ordinance No. 99-106 be adopted as recommended by the County Administrator. Upon roll call, the vote was:

Ayes: Parks, Stewart, Todd and Harris.

Nays: Seel.

Absent and not voting: None.

[GRAPHIC]

COMMISSIONERS

SALLIE PARKS - CHAIRMAN

ROBERT B. STEWART - VICE CHAIRMAN

CALVIN D. HARRIS

KAREN WILLIAMS SEEL

BARBARA SHEEN TODD

BOARD OF COUNTY COMMISSIONERS

PINELLAS COUNTY, FLORIDA

315 COURT STREET

CLEARWATER, FLORIDA 33756

PHONE: (727) 464-3354

FAX: (727) 464-4147

SUSAN H. CHURUT1

COUNTY ATTORNEY

December 28, 1999

David Miekle

GTE Media Ventures, Inc.

600 Hidden Ridge

Irving, TX 75038

RE:	Franchise Agreements

Dear Dave:

Enclosed is a transmittal letter from the Clerk to the Secretary of State requesting immediate filing of the Franchise Agreement Ordinance with that office. Also enclosed are minutes from the meeting and executed copies of the both the Franchise Agreement and the Agreement for Non-Discriminatory Treatment. I have also placed in the Agreement a reduced copy of Exhibit A as well as a full-sized copy.

Please feel free to call if you have any questions.

Sincerely,

/s/ James L. Bennett

James L. Bennett

Chief Assistant County Attorney

JLB/kem

enclosures

RECEIVED

JAN 12 2000


[GRAPHIC]		BOARD OF COUNTY COMMISSIONERS
		PINELLAS COUNTY, FLORIDA
		315 COURT STREET
KARLEEN F. DE BLAKER		CLEARWATER, FLORIDA 33756
CLERK OF BOARD OF COUNTY COMMISSIONERS
CLERK OF WATER AND NAVIGATION CONTROL AUTHORITY		Federal Express
COUNTY AUDITOR AND TREASURER		Airbill No. 9390502225

December 28, 1999

RECEIVED

DEC 28 1999

COUNTY ATTORNEY

Liz Cloud, Chief

Bureau of Administrative Code

Department of State

401 South Monroe Street

The Elliot Building

Tallahassee, FL ###-###-####

Dear Mrs. Cloud:

Enclosed herewith are certified copies of Ordinance No. 99-106, adopted by the Pinellas County Board of County Commissioners at its meeting held on December 14, 1999.

Please return one receipted copy of the ordinance to Linda R. Reed, Deputy Clerk, Board Records Department, Pinellas County Courthouse, 315 Court Street, Clearwater, Florida 33756.


Very truly yours,

KARLEEN F. De BLAKER, CLERK

By:		/s/ Linda R. Reed

		Linda R. Reed, Deputy Clerk

LRR/ht

c: James Bennett, Chief Assistant County Attorney w/o enc.

TO:

The Honorable Chairman and Members

of the Board of County Commissioners

_______

11/21/__

_23

/s/ D. Gay Lancaster


FROM:		D. Gay Lancaster Interim County Administrator

DISTR.:		Department of Public Affairs

RE:		Approval and Execution of Production Truck Usage Agreement

DATE:		November 21, 2000

RECOMMENDATION:

I RECOMMEND THAT THE BOARD OF COUNTY COMMISSIONERS APPROVE AND EXECUTE THE ATTACHED PRODUCTION TRUCK USAGE AGREEMENT WITH VERIZON MEDIA VENTURES, INC.

DISCUSSION:

Section 7.2.3 of the GTE (now Verizon) Media Ventures, Inc. Cable Franchise Agreement provides that the Grantee (Verizon) will furnish Pinellas County with use of its production truck for government access programming and that the terms of this Agreement will be set out in a separate Agreement. That Agreement is attached.

The provisions of this Agreement allow up to 16 hours per month of free use of the production truck within the limits set by the Agreement. Pinellas County may use the truck between the hours of 8:00 a.m.-5:00 p.m. Monday through Friday with exceptions for after-hour and week-end usage. Furthermore, Pinellas County will receive extra usage time where Verizon is unable to accommodate Pinellas County’s schedule.

Overall, this Agreement closes one of the final open issues regarding the Cable Franchise Agreement. Therefore, I recommend that the Board of County Commissioners approve and execute the attached Production Truck Usage Agreement with Verizon Media Ventures, Inc.

DGL.CEB/rc

Att.

RECEIVED BY

OCT 10 2000

PUBLIC AFFAIRS

OCT 16 2000

RISK MANAGEMENT

CONTRACT REVIEW TRANSMITTAL SLIP

PROJECT: PRODUCTION TRUCK USAGE AGREEMENT

BID NUMBER: _________


TYPE:	¨ Purchase Contract	¨ Construction - Less Than $100,000
	þ Other: Illegible

In accordance with the policy guide for Contract Administration, the attached documents are submitted for your review and comment.

Upon completion of your review, please complete the Contract Review Transmittal Slip below and forward to the next Review Authority on the list. Please indicate suggested changes by revising, in RED, the appropriate section of the documents to reflect the exact wording of the desired change.

RISK MANAGEMANT: Please enter required liability coverage on pages:

This is an annual/semi-annual required contract. Estimated annual/semi-annual expenditure:


REVIEW SEQUENCE	REVIEW AUTHORITY	REVIEW DATE	REVIEW SIGNATURE	COMMENTS (Attach separate page if necessary)
1.	Originator (Public Affairs)	10-13-00	Illegible	_________________
2.	Risk Management	10/16/00	Illegible	_________________
3.	Audit/Finance	10/18/00	Illegible	_________________
4.	County Administrator (Steve Caroll)	10/18/00	SBC	_________________
5.	Legal	10/27/00	Illegible	_________________

NOTICE: THIS REVIEW PROCESS MUST BE COMPLETED BY: ASAP.

RETURN TO: Carl E. Brody, Jr., Assistant County Attorney

RECEIVED

OCT 19 2000

COUNTY ATTORNEY.

RECEIVED

OCT 17 2000

FINANCE ADMIN.

OCT 19 2000

PRODUCTION TRUCK USAGE AGREEMENT

THIS PRODUCTION TRUCK USAGE AGREEMENT (“AGREEMENT”), made and entered into this day of , 2000, by and between PINELLAS COUNTY, a political subdivision of the State of Florida, hereinafter called “the County” and VERIZON MEDIA VENTURES INC. f/k/a GTE MEDIA VENTURES INCORPORATED, hereinafter called “VERIZON”. The County and GTE may be referred to herein collectively as the “Parties” and individually as a “Party.”

W I T N E S S E T H:

WHEREAS, the County has entered into a Cable System Franchise Agreement with VERIZON.

WHEREAS, Section 7.2.3. of the Cable System Franchise Agreement provides the County with access to a VERIZON Production Truck; and

WHEREAS, the County desires to begin using this Production Truck in order to facilitate further programs on its Government access channel.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter contained, it is agreed by and between the parties hereto as follows:

Section 1.

Term of Agreement.

This Agreement will be effective for a period not to exceed the termination or expiration date of the abovementioned Cable System Franchise Agreement between the County and VERIZON.

Section 2.

Scope of Commitment.

VERIZON shall provide the use of a Production Truck, consistent with Section 7.2.3. of the Cable System Franchise Agreement to individuals authorized by the Pinellas County Department of Public Affairs, who are County employees at least 18 years of age. Use of the Production Truck, including driver and mobile production assistance, shall, in all instances, be limited to County government access channel programming, and only made available Monday through Friday between the hours of 8 a.m. and 5 p.m. (Eastern Standard Time) excluding national holidays recognized by VERIZON, for no more than eight (8) hours per day and confined to operating within the boundaries of the County, except that the County may use the Production Truck once per calendar quarter on a weeknight . Monday through Friday between the hours of 5:00 p.m. and 12:00 a.m. (Eastern Standard Time), and the County may use the production truck on one Saturday between the hours of 8 a.m. and 5 p.m. (Eastern Standard Time) per calendar quarter.

VERIZON shall, on a quarterly basis, provide the County with a schedule identifying the known dates and times, including pre-existing arrangements with third parties, on which the Production Truck is unavailable for the County’s use. County must provide VERIZON with thirty (30) days prior written notice, but not to exceed ninety (90) days, of the date, time and location for use of the Production Truck. No more than once per month, limited to special unscheduled events, County may submit a written request to use the Production Truck on no less than seventy two (72) hours notice. In any event, the County’s use of the Production Truck shall only be denied based on good faith unavailability which may include, but not be limited to pre-existing arrangements with third parties, and VERIZON must inform the County of an alternative date and time when use of the Production Truck may be available. Notwithstanding anything to the contrary, VERIZON reserves the right to re-schedule County’s use of the Production Truck at any time if in VERIZON’s sole discretion, VERIZON determines that its use of the Production Truck is appropriate for its legitimate business needs. In such event VERIZON shall provide written notice of and identify its business need County’s previously scheduled use of the Production Truck within 24 hours of County’s previously scheduled use of the Production Truck. If this written notice is provided to the County within seven (7) calendar days prior to its scheduled use by the County and so long as such scheduled use was requested by the County in writing at least thirty (30) days in advance, VERIZON shall provide the County with two (2) additional hours of Production Truck usage, which shall be

available for use on a date and time approved by VERIZON, limited to Monday through Friday, between the hours 8:00 a.m. and 5:00 p.m. (Eastern Standard Time). No such additional use of the Production Truck shall be available to the County if the written notice is provided by VERIZON to County more than seven (7) calendar days prior to the County’s previously scheduled use of the Production Truck. Additional use of the Production Truck based on the above circumstances, if any, shall be completed prior to the end of the subsequent calendar quarter. Notwithstanding the foregoing, in no event shall such additional usage accumulate to exceed four (4) hours per quarter.

Only VERIZON employees and its designated agents, representatives, or contractors are permitted to operate the Production Truck. Failure of any County employee designated by the County Department of Public Affairs to continuously demonstrate, in VERIZON’s sole discretion, a satisfactory ability to responsibly , use or operate any of the production equipment will immediately result in that individual being denied access and/or use of the Production Truck and all production equipment. VERIZON shall be responsible for reasonable operating expenses of the Production Truck so long as its use fully complies with this Agreement. The County is allowed sixteen hours of Production Truck use per calendar month, but unused hours shall not carry over from month to month. Should the County use the Production Truck more than eight hours per day or sixteen hours during a calendar month. VERIZON shall invoice and the County shall pay $220 per hour for each hour of use in excess of sixteen hours, prorated to the next quarter hour. Hourly rates are subject to an annual adjustment by VERIZON, commencing on the anniversary date of each year during the term of this Agreement. Notwithstanding the foregoing, no hourly rate increase shall be greater than 75% of the most recently available unadjusted percent change for the prior twelve (12) months in the Consumer Price Index (CPI). Urban as reported by the U.S. Department of Labor Bureau of Labor Statistics. If the CPI Urban is discontinued or materially altered, the Parties agree to negotiate and mutually agree in good faith on a substitute index that shall be substantially comparable to the CPI. Urban as in effect on the date hereof. The County’s use of the Production Truck begins at the time that the Production Truck arrives at the site designated by the County or is under the direction of or use by the County, whichever first occurs, and ends at the time that the Production Truck leaves the site or is no longer under the direction of or use by the County, whichever last occurs.

Section 3.

Termination of Agreement.

The County reserves the right to cancel this Agreement without cause by giving thirty (30) days prior notice to VERIZON in writing of the intention to cancel or with cause if at any time VERIZON falls to fulfill or abide by any of the terms or conditions of this Agreement or the Cable System Franchise Agreement. Failure of either Party to comply with any of the material provisions of this Agreement shall be considered a material breach of this Agreement and shall be cause for immediate termination of this Agreement.

Section 4.

Modification of Agreement.

There shall be no modification of this Agreement or of any covenant, condition, or limitation herein contained unless mutually agreed upon by the County and VERIZON and incorporated as a written amendment to this Agreement signed by duly authorized representatives of the Parties.

Section 5.

Independent Contractor.

It is hereby mutually agreed that each Party is and shall remain an independent contractor and is not an employee or agent of the other Party.

Section 6.

Renewal Option.

This Agreement may be extended subject to extension of the Cable System Franchise Agreement and written notice of agreement from the County and VERIZON, for a period coinciding with the period of any extension to the Cable System Franchise Agreement.

Section 7.

Insurance Requirement.

The County and VERIZON agree to procure and maintain insurance as outlined below during the term of this Agreement and to provide Certificates of Insurance naming the other Party an additional insured:

Comprehensive General Liability in the combined single limit of $2,000,000;

Comprehensive Automobile Liability with combined single limit of $1,000,000;

Workers’ Compensation covering each party’s full liability as required under the Workers’ Compensation laws of the applicable state; and

Employer’s liability coverage with a minimum of $500,000 Occurrence, $250,000 Disease Employee, $500,000 Disease Aggregate.

Section 8.

Conformity to Law.

The County and VERIZON shall comply with all federal, state, and local laws and ordinances, and any rules or regulations adopted thereunder. Neither party shall discriminate on the grounds of race, religion, color, sex, national origin, age, or handicap in the performance of services under this Agreement.

Section 9.

Non-Assignability.

Neither the County nor VERIZON shall assign their rights or responsibilities under this Agreement to another party, except that either Party may assign this Agreement in whole or in part to its parent, subsidiary or affiliate, without the prior written consent of the other party, which consent shall not be unreasonably withheld.

Section 10.

Documents Comprising Agreement.

This Agreement shall include this Agreement, as well as the following documents which are attached hereto and incorporated herein by reference:

VERIZON’s Certificate of Insurance required under Section 7 of this Agreement.

The County’s Certificate of Insurance required under Section 7 of this Agreement.

Section 11.

Waiver of Breach.

The waiver of either Party of a breach or violation of any provision of this Agreement shall not operate as, or be construed to be, a waiver of any subsequent breach hereof.

Section 12.

Severability.

If any provision, or any portion thereof, contained in this Agreement is held unconstitutional, invalid or unenforceable, the remainder of this Agreement, or portion thereof, shall be deemed severable, shall not be affected, and shall remain in full force and effect.

Section 13.

Agreement Covered by Florida Law.

The laws of the State of Florida shall govern this Agreement.

Section 14.

Agreement Management.

The Pinellas County Department of Public Affairs designates the following person as the liaison for the County:

Pinellas County

Ronnie Goodstein

315 Court Street

Clearwater, Florida 33756

VERIZON designates the following person as its liaison:

VERIZON Media Ventures Inc.

General Manager

3001 Candy Boulevard North

Pinellas Park, Florida 33782

Phone: (727) 217-2605

Section 15.

Exclusions and Liability.

VERIZON is not responsible for Production Truck or equipment failure or failure to provide use of Production Truck beyond the reasonable control of VERIZON. VERIZON’s liability under this Agreement for any loss, cost, claim, liability, damage, or expense (including attorneys’ fees) relating to or arising out of any negligent act or omission in its performance of obligations arising out of this Agreement, shall be limited to direct damages actually incurred. VERIZON WILL NOT, IN ANY EVENT, BE LIABLE IN CONTRACT, TORT, OR OTHERWISE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, UNAUTHORISED USAGE, LOST BUSINESS PROFITS OR DAMAGE OR DESTRUCTION OF THE VIDEO PRODUCTION EVENT, INCLUDING THE GOVERNMENT ACCESS CHANNEL PROGRAMMING, EVEN IF VERIZON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. VERIZON MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTION TRUCK AND EQUIPMENT USAGE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Section 16.

Force Majeure.

VERIZON shall not be responsible for or deemed to be in default because of delays in providing services or access to the Production Truck and equipment under this Agreement due to causes beyond VERIZON’s control and not occasioned by its fault or negligence, including, but not limited to, war, revolution, civil commotion, labor difficulties, insurrection, fire, flood, severe weather, acts or omissions of the County, any act of government, acts of God or the public enemy.

Section 17.

Dispute Resolution.

Any controversy, dispute or claim arising out of or relating to the interpretation of this Agreement shall be first subject to a thirty (30) day negotiation period between the parties. Should such negotiations fall to resolve the dispute, either party may file for relief in a court of appropriate jurisdiction.

Section 18.

Entire Agreement.

This Agreement constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes and replaces any prior or contemporaneous undertakings, commitments or agreements, oral or written, as to its subject matter.

Section 19.

Separate Enforcement of Provisions.

If, for any reason, any provision of this Agreement shall be finally determined to be invalid, void or unenforceable by a court or regulatory body of competent jurisdiction, the remaining provisions of this Agreement shall remain in full

force and effect and shall in no way be affected, impaired or invalidated unless removal of the provision in question results in frustration of the purpose of this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed the day and year first above written.


ATTEST: PINELLAS COUNTY, FLORIDA

KARLEEN F. De BLAKER		acting by and through its Board of Clerk of the Circuit Court County Commissioners



By:						By:

Deputy Clerk						Chairman




APPROVED AS TO FORM OFFICE OF COUNTY ATTORNEY

By:	/s/ Illegible

	Attorney

ATTEST: VERIZON MEDIA VENTURES INC.

By:	/s/ Illegible	By:

	Illegible


ATTEST:	/s/ N. BRUCE KAZEE

	N. BRUCE KAZEE
	ASSISTANT SECRETARY

/s/ N. Bruce Kazee		DATE ________

APPROVED AS TO FORM
N. BRUCE KAZEE COUNSEL


MARSH USA INC.				CERTIFICATE OF INSURANCE						CERTIFICATE __ HOU-00020_

PRODUCER

MARSH USA INC

1601 ELM STREET #2100

DALLAS, TEXAS 75201

LACINDA PYLE ###-###-####

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFE__ NO RIGHTS UPON THE CERTIFICATE HOLDER OTHER THAN THOSE PROVID____ POLICY. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE _____ AFFORDED BY THE POLICIES DESCRIBED HEREIN.

COMPANIES AFFORDING COVERAGE



01042 –GAWC-00-01	COMM FL FL	COMPANY A	AMERICAN HOME ASSURANCE CO

INSURED VERIZON SELECT SERVICES ATTN: LAURA STRINGER, HQK02A25 STRATEGIC MARKETS-PROPOSAL DEVELOPMENT 6665 N. MACARTHUR BLVD. IRVING. TX 75039		COMPANY B	N/A
		COMPANY C	NATIONAL UNION FIRE OF LOUISIANA
		COMPANY D	AMERICAN INTERNATIONAL SOUTH INS CO

COVERAGES This certificate supersedes and replaces any previously issued certificate. THIS IS TO CERTIFY THAT POLICIES OF INSURANCE DESCRIBED HEREIN HAVE BEEN ISSUED TO THE INSURED NAMED HEREIN FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THE CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, CONDITIONS AND EXCLUSIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

LTR

TYPE OF

INSURANCE

POLICY

NUMBER

POLICY

EFFECTIVE
DATE (MM/
DD/YY)

POLICY

EXPIRATION
DATE (MM/
DD/YY)

LIMITS

GENERAL LIABILITY

GL ###-###-####

07/01/00

07/01/01

GENERAL AGGREGATE

________

x COMMERCIAL GENERAL LIABILITY

PRODUCTS-COMP/OF AGG

________

¨¨ CLAIMS MADE x OCCUR

PERSONAL & ___ INJURY

________

¨ OWNER’S & CONTRACTOR’S PROT

EACH OCCURRENCE

________

¨ _________________________

FIRE DAMAGE (Any one fire)

________

MED EXP (Any one person)

________

AUTOMOBILE LIABILITY

CA ###-###-#### (AOS)

07/01/00

07/01/01

COMBINED SINGLE LIMIT

________

x ANY AUTO

CA ###-###-#### (TX)

07/01/00

07/01/01

x ALL OWNED AUTOS

BODILY INJURY

¨ SCHEDULED AUTOS

(Per person)

x HIRED AUTOS

BODILY INJURY

x NON-OWNED AUTOS

(Per accident)

¨ _________________________

PROPERTY DAMAGE

GARAGE LIABILITY

AUTO ONLY ___ ACCIDENT

¨ ANY AUTO

OTHER THAN AUTO ONLY

¨ _________________________

EACH ACCIDENT

AGGREGATE

EXCESS LIABILITY

EACH OCCURRENCE

¨ UMBRELLA FORM

AGGREGATE

¨ OTHER THAN UMBRELLA FORM

WORKERS COMPENSATION AND

EMPLOYERS’ LIABILITY

WC ###-###-#### (AOS)

07/01/00

07/01/01

x WC STATUTORY LIMITS-

¨ OTHER

WC ###-###-#### (CA)

07/01/00

07/01/01

EL EACH ACCIDENT

500____

THE PROPRIETOR/

PARTNERS/EXECUTIVE x INCL

WC ###-###-#### (LA)

07/01/00

07/01/01

EL DISEASE-POLICY LIMIT

500____

OFFICERS ARE: ¨ EXCL

WC ###-###-#### (GA)

07/01/00

07/01/01

EL DISEASE-EACH EMPLOYEE

500____

OTHER

ILLINOIS NATIONAL INS CO

WC ###-###-#### (NY, WI)/5274760(IL)

07/01/00

07/01/01

WORKERS COMP & EMPLOYERS ____

SEE ABOVE LIMITS

NATIONAL UNION FIRE INS CO

WC ###-###-#### (NV, OR)

07/01/00

07/01/01

INSURANCE CO STATE OF PA

WC ###-###-#### (AR, FL, MA, TN, VA)

07/01/00

07/01/01



DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/SPECIAL ITEMS (LIMITS MAY BE SUBJECT TO DEDUCTIBLES OR RETENTIONS)

WHERE REQUIRED BY INSURED CONTRACT. THE CERTIFICATE HOLDER IS INCLUDED AS ADDITIONAL INSURED (EXCEPT FOR WORK COMP___ RESPECTS THE OPERATIONS OF THE NAMED INSURED.



CERTIFICATE HOLDER	CANCELLATION

OFFICE OF COUNTY ATTORNEY, PINELLAS COUNTY, FLORIDA ATTN: ROSALIE CONTI 315 COURT STREET CLEARWATER, FL 33756	SHOULD ANY OF THE POLICIES DESCRIBED HEREIN BE CANCELLED BEFORE THE EXPIRATION DATE THE THE INSURER AFFORDING COVERAGE WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE OF THE CERTIFICATE HOLDER NAMED HEREIN. BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION LIABILITY OF ANY KIND UPON THE INSURER AFFORDING COVERAGE, ITS AGENTS OR REPRESENTATIVES.

	MARSH USA INC.

		/s/ ROX COOK

	By:	ROX COOK

	MM1(__/__) VALID AS OF: 11/01/00

AFFIDAVIT

I, DOMENICK MURANO, Director of the Pinellas County Risk Management Department, affirm under oath pursuant to Florida Starutes, the following insurance information:

The Pinellas County Board of County Commissioners is self-insured.

The name of each insured is not applicable.

The limits of liability are as set forth under Florida Statute 768.28.

There are no coverage defenses that we are aware of at this time.

There is no copy of a policy, nor a certificate of insurance, because there is no physical policy.

There is excess coverage for settlements, judgments, and verdicts that are in excess of $2,500,000. Certain policy exclusions may apply.

There is no Uninsured Motorist coverage.

The Pinellas County Board of County Commissioners is also self-insured through the County’s Risk Management Self-Insurance Fund for Workers’ Compensation.

The execution of this Affidavit is not to be considered as an admission of liability, and is not a waiver of any rights, privileges, or defenses in the event of litigation.



11/8/00 Date				/s/ DOMENICK MURANO

				DOMENICK MURANO Director, Pinellas County Risk Management


STATE OF FLORIDA		)
COUNTY OF PINELLAS		)

On this 8th day of November, 2000, DOMENICK MURANO, Director of the Pinellas County Department of Risk Management, being duly sworn, has affixed his signature hereto.



11/8/00 Date				/s/ Illegible

				Notary Public

My commission expires:

PERSONALLY KNOWN, NO IDENTIFICATION REQUIRED.




				OFFICIAL NOTARY SEAL ROS____ CON__ NOTARY PUBLIC STATE OF FLORIDA COMMISSION NO. ____________ MY COMMISSION EXP:FEB 26, 20__