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 VenturesCable 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 TRANSACTIONnor 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/ IllegibleNotary Public




My Commission Expires: 11/3/2007



[SEAL]

WANDA F. KOTERBA MY COMMISSION EXPIRES November 1, 2007




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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. AndersonNotary 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:



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. AndersonNotary 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. BOCCUCCIName:

FELIX L. BOCCUCCITitle:

VP BUSINESS DEVELOPMENT




STATE OF GEORGIA:



I HEREBY CERTIFY, that on this 13thday 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. AndersonNotary 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, 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 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.



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 New Media Inc.By:

/s/ FELIX L. BOCCUCCIName:

FELIX L. BOCCUCCITitle:

VP BUSINESS DEVELOPMENT




STATE OF GEORGIA



I HEREBY CERTIFY, that on this 13thday 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. AndersonNotary 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



Page 3



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AGREED TO THIS 13thDAY OF February, 2004.



|        |  |                        
|------- |  | -----------------------
|Knology
|        | 
|By:     |  | /s/ Illegible          
|        |  |                        
|Its:    |  | VP BUSINESS DEVELOPMENT



STATE OF GEORGIA:



I HEREBY CERTIFY, that on this 13thday 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. AndersonNotary Public




My Commission Expires: MY
COMMISSION EXPIRES JUNE 21, 2005



Page 4



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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



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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.



2



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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.



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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.





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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.



2



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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



3



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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 GrantGranting 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



4



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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.



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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



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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.



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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



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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



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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.



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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



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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



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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:



| | A. | Total number of basic subscribers in Franchise Area
| | -- | ---------------------------------------------------



| | B. | Total actual gross revenue itemized by general service category.
| | -- | ----------------------------------------------------------------



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



| | D. | 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.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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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.



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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.



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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.



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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



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[SEAL]



|       |  |               |  |  |  |                 |  | 
|------ |  | ------------- |  |  |  | --------------- |  | 
|       |  |               | 
|Attest |  | /s/ Illegible |  |  |  | PINELLAS COUNTY
|       |  |               |  |  |  |                 | 
|       |  | Deputy Clerk  |  |  |  |                 |  | 



BY:

/s/ IllegibleChairman, Board of County Commissioners Pinellas County, Florida




|                                             |  |              
|-------------------------------------------- |  | -------------
|APPROVED AS TO FORMOFFICE 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



|                                             |  |  |  |                         |  |              
|-------------------------------------------- |  |  |  | ----------------------- |  | -------------
|STATE OF FLORIDA COUNTY OF _________________ |  |  |  | /s/ Illegible           |  | DATE 12/17/99
|                                             |  |  |  |                         |  |              
|                                             |  |  |  | APPROVED AS TO FORM     |  |              
|                                             |  |  |  | N. BRUCE KAZEE, COUNSEL |  |              



The foregoing
instrument was acknowledged before me this 17thday 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/ IllegibleNotary Public




/s/ IllegiblePrint Notary Name My Commission Expires: 01/20/02




[GRAPHIC]

Illegible __________ State of Taxes My Commission Expires 01-28-02




18



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[GRAPHIC]



EXHIBIT A





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[GRAPHIC]



EXHIBIT A





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|   |  |                                                     |  |                                                               |  |                             |  |                       |  |       |  |             
|-- |  | --------------------------------------------------- |  | ------------------------------------------------------------- |  | --------------------------- |  | --------------------- |  | ----- |  | ------------
|   |  | A                                                   |  | B                                                             |  | C                           |  | D                     |  | E     |  | F           
|1  |  | CONSOLIDATED REQUIREMENTS FOR PINELLAS COUNTY I-NET
|2  |  | TYPE                                                |  | FACILITY                                                      |  | STREET ADDRESS              |  | CITY                  |  | ZIP   |  | SERVICELEVEL
|3  |  | AIRPORT                                             |  | Albert Whitled (Administration)                               |  | 107 8th Av SE               |  | St Petersburg         |  | 33701 |  | Minor       
|4  |  | AIRPORT                                             |  | Clearwater / St Petersburg (Administration)                   |  | 3800 Roosevelt Bl           |  | Clearwater            |  | 34620 |  | Minor       
|5  |  | AIRPORT                                             |  | Clearwater Executive (Administration)                         |  | 1000 Hercules Av N          |  | Clearwater            |  | 34625 |  | Minor       
|6  |  | AIRPORT                                             |  | Sheriff Hanger                                                |  | 15250 Spadco Dr.            |  | Clearwater            |  | 34622 |  | Minor       
|7  |  | CITY HALL                                           |  | City of Belleair Beach                                        |  | 444 Causeway Bl             |  | Belleair Beach        |  | 34635 |  | Minor       
|8  |  | CITY HALL                                           |  | City of Belleair Bluffs                                       |  | 115 Florence Dr             |  | Belleair Bluffs       |  | 34640 |  | Minor       
|9  |  | CITY HALL                                           |  | City of Dunedin                                               |  | 750 Milwaukee               |  | Dunedin               |  | 34697 |  | Minor       
|10 |  | CITY HALL                                           |  | City of Gulfport                                              |  | 2401 53rd St S              |  | Gulfport              |  | 33707 |  | Minor       
|11 |  | CITY HALL                                           |  | City of Indian Rocks Beach                                    |  | 1507 Palm Bay Bl            |  | Indian Rocks Beach    |  | 34635 |  | Minor       
|12 |  | CITY HALL                                           |  | City of Largo                                                 |  | 225 First Av SW             |  | Largo                 |  | 34649 |  | Minor       
|13 |  | CITY HALL                                           |  | City of Madeira Beach                                         |  | 300 Municipal Dr            |  | Madeira Beach         |  | 33738 |  | Minor       
|14 |  | CITY HALL                                           |  | City of Oldsmar                                               |  | 100 State St                |  | Oldsmar               |  | 34677 |  | Minor       
|15 |  | CITY HALL                                           |  | City of Pinellas Park                                         |  | 5141 78th Av N              |  | Pinellas Park         |  | 34664 |  | Minor       
|16 |  | CITY HALL                                           |  | City of Safety Harbor                                         |  | 750 Main St                 |  | Safety Harbor         |  | 34695 |  | Minor       
|17 |  | CITY HALL                                           |  | City of Seminole                                              |  | 7464 Ridge Rd               |  | Seminole              |  | 34642 |  | Minor       
|18 |  | CITY HALL                                           |  | City of South Pasadena                                        |  | 7047 Sunset Dr S            |  | South Pasadena        |  | 33707 |  | Minor       
|19 |  | CITY HALL                                           |  | City of St Pete Beach                                         |  | 7701 Boca Ciega Dr          |  | St Pete Beach         |  | 33706 |  | Minor       
|20 |  | CITY HALL                                           |  | City of St Petersburg                                         |  | 175 5th St N                |  | St Petersburg         |  | 33731 |  | Minor       
|21 |  | CITY HALL                                           |  | City of Tarpon Springs                                        |  | 324 Pine St E               |  | Tarpon Springs        |  | 34688 |  | Minor       
|22 |  | CITY HALL                                           |  | City of Treasure Island                                       |  | 120 108th Av                |  | Treasure Island       |  | 33706 |  | Minor       
|23 |  | CITY HALL                                           |  | Town of Belleair                                              |  | 901 Ponce De Leon Bl        |  | Belleair              |  | 34616 |  | Minor       
|24 |  | CITY HALL                                           |  | Town of Belleair Shore                                        |  | No City Hall                |  | Belleair Shore        |  | 33786 |  | Minor       
|25 |  | CITY HALL                                           |  | Town of Indian Shores                                         |  | 19305 Gulf Blvd             |  | Indian Shores         |  | 34635 |  | Minor       
|26 |  | CITY HALL                                           |  | Town of Kenneth City                                          |  | 6000 54th Av N              |  | Kenneth City          |  | 33709 |  | Minor       
|27 |  | CITY HALL                                           |  | Town of North Redington Beach                                 |  | 190 173rd Av                |  | North Redington Beach |  | 33708 |  | Minor       
|28 |  | CITY HALL                                           |  | Town of Redington Beach                                       |  | 105 164th Av                |  | Redington Beach       |  | 33708 |  | Minor       
|29 |  | CITY HALL                                           |  | Town of Redington Shores                                      |  | 17798 Gulf Bl               |  | Redington Shores      |  | 33708 |  | Minor       
|30 |  | CLERK                                               |  | Mid County Traffic Court Records & Juvenile Assessment Center |  | 14450 46th St N             |  | Clearwater            |  | 34622 |  | Intermediate
|31 |  | CLERK                                               |  | Misdemeanor Court Records                                     |  | 14255 49th St N             |  | Clearwater            |  | 34622 |  | Intermediate
|32 |  | CLERK                                               |  | Records Center (Clerk & Purchasing)                           |  | 14155 49th St N             |  | Clearwater            |  | 34620 |  | Intermediate
|33 |  | CONSTRUCTION                                        |  | Construction Licensing Board                                  |  | 11701 Belcher Rd #102       |  | Largo                 |  | 34643 |  | Minor       
|34 |  | CONVENTION                                          |  | Convention & Visitors Bureau                                  |  | 1 Stadium Dr., Suite A      |  | St. Petersburg        |  | 33705 |  | Minor       
|35 |  | CORRECTIONS                                         |  | Parole & Probation                                            |  | 11351 Ulmerton Rd           |  | Largo                 |  | 33778 |  | Minor       
|36 |  | CORRECTIONS                                         |  | Parole & Probation                                            |  | 1591 S Pinellas Ave         |  | Tarpon Springs        |  | 34689 |  | Minor       
|37 |  | CORRECTIONS                                         |  | Parole & Probation                                            |  | 2255 E Bay Dr               |  | Largo                 |  | 33640 |  | Minor       
|38 |  | CORRECTIONS                                         |  | Parole & Probation                                            |  | 22nd Av S                   |  | St Petersburg         |  |       |  | Minor       
|39 |  | CORRECTIONS                                         |  | Parole & Probation                                            |  | 33920 US 19 N Suite 340     |  | Palm Harbor           |  | 34681 |  | Minor       
|40 |  | CORRECTIONS                                         |  | Parole & Probation                                            |  | 4906 Creekside Dr (Suite T) |  | Clearwater            |  | 34620 |  | Minor       
|41 |  | CORRECTIONS                                         |  | Parole & Probation                                            |  | 5736 Central Ave            |  | St Petersburg         |  | 33711 |  | Minor       
|42 |  | CORRECTIONS                                         |  | Parole & Probation                                            |  | 634 Park St                 |  | Clearwater            |  | 34616 |  | Minor       
|43 |  | CORRECTIONS                                         |  | Parole & Probation                                            |  | 6655 66th St N              |  | Pinellas Park         |  | 33665 |  | Minor       
|44 |  | CORRECTIONS                                         |  | Parole & Probation                                            |  | 8050 Seminole Mall          |  | Seminole              |  | 34642 |  | Minor       



EXHIBIT __ (1 of 10)



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Page 2



|   |  |              |  |                                                            |  |                                  |  |                    |  |       |  |      
|-- |  | ------------ |  | ---------------------------------------------------------- |  | -------------------------------- |  | ------------------ |  | ----- |  | -----
|   |  | A            |  | B                                                          |  | C                                |  | D                  |  | E     |  | F    
|45 |  | CORRECTIONS  |  | Parole & Probation                                         |  | 912 Central Av                   |  | St Petersburg      |  | 33701 |  | Minor
|46 |  | COURT        |  | Criminal Justice Center                                    |  | 14250 49th St N                  |  | Clearwater         |  | 33762 |  | MAJOR
|47 |  | COURT        |  | Judicial Building & Law Library                            |  | 545 1st Ave N                    |  | St Petersburg      |  | 33701 |  | MAJOR
|48 |  | COURT        |  | New Court House                                            |  | 315 Court St                     |  | Clearwater         |  | 34616 |  | MAJOR
|49 |  | COURT        |  | Public Defender Misdemeanor Division                       |  | 14225 49th St                    |  | Clearwater         |  | 34620 |  | Minor
|50 |  | COURT        |  | Reporters, Official                                        |  | 501 S Ft Harrison                |  | Clearwater         |  | 34616 |  | Minor
|51 |  | COURT        |  | State Parole Board                                         |  | 18840 US 19 S Suite 430          |  | Clearwater         |  | 34620 |  | Minor
|52 |  | ECONOMIC DEV |  | Economic Development Council & Sheriffs K9                |  | 7887 Bryan Dairy Rd              |  | Largo              |  | 33773 |  | Minor
|53 |  | ECONOMIC DEV |  | Economic Development Department                            |  | 14010 Roosevelt Blvd., Suite 704 |  | Clearwater         |  | 33762 |  | Minor
|54 |  | EMS/FIRE     |  | Mid County Site, Pinellas County EMS & Fire Administration |  | 12490 Ulmerton Rd                |  | Largo              |  | 33774 |  | MAJOR
|55 |  | FIRE         |  | Fire Admin-City of Dunedin                                 |  | 1042 Virginia St.                |  | Dunedin            |  | 34698 |  | Minor
|56 |  | FIRE         |  | Fire Admin-City of Largo                                   |  | 250 Cleveland Av SW              |  | Largo              |  | 34640 |  | Minor
|57 |  | FIRE         |  | Fire Admin-City of Largo (Relocation in 1999)              |  | 201 Highland Av                  |  | Largo              |  | 34640 |  | Minor
|58 |  | FIRE         |  | Fire Admin-City of St Petersburg                           |  | 400 ML King St S                 |  | St Petersburg      |  | 33701 |  | Minor
|59 |  | FIRE         |  | Fire Station 01 & 05 (St Petersburg)                       |  | 455 8th St S                     |  | St Petersburg      |  | 33701 |  | Minor
|60 |  | FIRE         |  | Fire Station 02 (St Petersburg)                            |  | 1420 Pinellas Bay Way            |  | Tierra Verde       |  | 33715 |  | Minor
|61 |  | FIRE         |  | Fire Station 03 (St Petersburg)                            |  | 3101 5th Av S                    |  | St Petersburg      |  | 33712 |  | Minor
|62 |  | FIRE         |  | Fire Station 04 (St Petersburg)                            |  | 2501 4th St N                    |  | St Petersburg      |  | 33704 |  | Minor
|63 |  | FIRE         |  | Fire Station 06 (St Petersburg)                            |  | 901 49th St N                    |  | St Petersburg      |  | 33710 |  | Minor
|64 |  | FIRE         |  | Fire Station 07 (St Petersburg)                            |  | 6995 9th St N                    |  | Clearwater         |  | 33702 |  | Minor
|65 |  | FIRE         |  | Fire Station 08 (St Petersburg)                            |  | 4701 9th St S                    |  | St Petersburg      |  | 33705 |  | Minor
|66 |  | FIRE         |  | Fire Station 09 (St Petersburg)                            |  | 475 66th St N                    |  | St Petersburg      |  | 33710 |  | Minor
|67 |  | FIRE         |  | Fire Station 10 (St Petersburg)                            |  | 2800 30th Av N                   |  | St Petersburg      |  | 33713 |  | Minor
|68 |  | FIRE         |  | Fire Station 11 (St Petersburg)                            |  | 5150 31st St S                   |  | St Petersburg      |  | 33712 |  | Minor
|69 |  | FIRE         |  | Fire Station 12 (St Petersburg)                            |  | 1651 Bayou Grande Bl             |  | St Petersburg      |  | 33703 |  | Minor
|70 |  | FIRE         |  | Fire Station 13 (St Petersburg)                            |  | 11600 Roosevelt Bl               |  | St Petersburg      |  | 33716 |  | Minor
|71 |  | FIRE         |  | Fire Station 16 (Airport Crash Fire Rescue)                |  | 15250 Spadco Dr.                 |  | Clearwater         |  | 34622 |  | Minor
|72 |  | FIRE         |  | Fire Station 17 (Gulfport)                                 |  | 5314 23rd Av S                   |  | Gulfport           |  | 33707 |  | Minor
|73 |  | FIRE         |  | Fire Station 18 (Lealman-Admin)                            |  | 4017 56th Ave N                  |  | St Petersburg      |  | 33714 |  | Minor
|74 |  | FIRE         |  | Fire Station 19 (Lealman)                                  |  | 6694 46th Av N                   |  | St Petersburg      |  | 33709 |  | Minor
|75 |  | FIRE         |  | Fire Station 20 (So Pasadena-Admin)                        |  | 911 Oleander Way S               |  | South Pasadena     |  | 33707 |  | Minor
|76 |  | FIRE         |  | Fire Station 22 (St Pete Beach)                            |  | 1950 Pass-A-Grille Way           |  | St Pete Beach      |  | 33706 |  | Minor
|77 |  | FIRE         |  | Fire Station 23 (St Pete Beach-Admin)                      |  | 7301 Gulf Bl                     |  | St Pete Beach      |  | 33706 |  | Minor
|78 |  | FIRE         |  | Fire Station 24 (Treasure Island-Admin)                    |  | 180 108th AV                     |  | Treasure Island    |  | 33706 |  | Minor
|79 |  | FIRE         |  | Fire Station 25 (Madeira Beach-Admin)                      |  | 300 Municipal Dr                 |  | Madeira Beach      |  | 33708 |  | Minor
|80 |  | FIRE         |  | Fire Station 26 (Redington Beach-Admin)                    |  | 101 164th Av                     |  | Redington Beach    |  | 33708 |  | Minor
|81 |  | FIRE         |  | Fire Station 27 (Indian Rocks-Admin)                       |  | 304 1st St                       |  | Indian Rocks Beach |  | 34635 |  | Minor
|82 |  | FIRE         |  | Fire Station 28 (Indian Rocks)                             |  | 13501 94th Av N                  |  | Seminole           |  | 34646 |  | Minor
|83 |  | FIRE         |  | Fire Station 29 & Fire Admin (Seminole)                    |  | 11195 70th Av N                  |  | Seminole           |  | 34642 |  | Minor
|84 |  | FIRE         |  | Fire Station 30 (Seminole)                                 |  | 8971 Slarkey Rd                  |  | Seminole           |  | 34647 |  | Minor
|85 |  | FIRE         |  | Fire Station 31 (Seminole)                                 |  | 13091 88th Av N                  |  | Seminole           |  | 34646 |  | Minor
|86 |  | FIRE         |  | Fire Station 32 (Seminole)                                 |  | 10780 110th Av N                 |  | Seminole           |  | 34648 |  | Minor
|87 |  | FIRE         |  | Fire Station 33 (Pinellas Park)                            |  | 5000 82nd Av N                   |  | Pinellas Park      |  | 34665 |  | Minor
|88 |  | FIRE         |  | Fire Station 34 (Pinellas Park)                            |  | 6565 94th Av N                   |  | Pinellas Park      |  | 34665 |  | Minor
|89 |  | FIRE         |  | Fire Station 35 (Pinellas Park-Admin)                      |  | 11350 43rd St N                  |  | Pinellas Park      |  | 34622 |  | Minor
|90 |  | FIRE         |  | Fire Station 36 (Pinellas Park)                            |  | 13801 MoogPI N                   |  | Pinellas Park      |  | 34620 |  | Minor



(2 of 10)



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|    |  |          |  |                                               |  |                        |  |                 |  |       |  |             
|--- |  | -------- |  | --------------------------------------------- |  | ---------------------- |  | --------------- |  | ----- |  | ------------
|    |  | A        |  | B                                             |  | C                      |  | D               |  | E     |  | F           
|91  |  | FIRE     |  | Fire Station 37 (Largo)                       |  | 2905 West Bay Dr       |  | Belleair Bluffs |  | 34615 |  | Minor       
|92  |  | FIRE     |  | Fire Station 38 (Largo)                       |  | 7630 Ulmerton Rd       |  | Largo           |  | 34641 |  | Minor       
|93  |  | FIRE     |  | Fire Station 39 (Largo)                       |  | 12398 134th Av N       |  | Largo           |  | 34644 |  | Minor       
|94  |  | FIRE     |  | Fire Station 40 (Largo)                       |  | 2990 Whitney Rd        |  | Clearwater      |  | 34620 |  | Minor       
|95  |  | FIRE     |  | Fire Station 41 (Largo)                       |  | 180 4th St., SW        |  | Largo           |  | 34640 |  | Minor       
|96  |  | FIRE     |  | Fire Station 42 (Largo)                       |  | 151 N Belcher Rd N     |  | Largo           |  | 34641 |  | Minor       
|97  |  | FIRE     |  | Fire Station 43 (Belleair Bluffs-Admin)       |  | 682 Indian Rocks Rd    |  | Belleair Bluffs |  | 34640 |  | Minor       
|98  |  | FIRE     |  | Fire Station 45 (Clearwater-Admin)            |  | 610 Franklin St        |  | Clearwater      |  | 34616 |  | Minor       
|99  |  | 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       



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Page 4



|    |  |          |  |                                                        |  |                        |  |                |  |       |  |             
|--- |  | -------- |  | ------------------------------------------------------ |  | ---------------------- |  | -------------- |  | ----- |  | ------------
|    |  | A        |  | B                                                      |  | C                      |  | D              |  | E     |  | F           
|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       



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Page 5



|    |  |              |  |                                                                   |  |                         |  |                |  |       |  |             
|--- |  | ------------ |  | ----------------------------------------------------------------- |  | ----------------------- |  | -------------- |  | ----- |  | ------------
|    |  | A            |  | B                                                                 |  | C                       |  | D              |  | E     |  | F           
|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       



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|    |  |              |  |                                                                     |  |                                  |  |                  |  |       |  |             
|--- |  | ------------ |  | ------------------------------------------------------------------- |  | -------------------------------- |  | ---------------- |  | ----- |  | ------------
|    |  | A            |  | B                                                                   |  | C                                |  | D                |  | E     |  | F           
|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    



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|    |  |              |  |                                                       |  |                       |  |                |  |       |  |             
|--- |  | ------------ |  | ----------------------------------------------------- |  | --------------------- |  | -------------- |  | ----- |  | ------------
|    |  | A            |  | B                                                     |  | C                     |  | D              |  | E     |  | F           
|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



|    |  |        |  |                                                      |  |                            |  |                |  |       |  |      
|--- |  | ------ |  | ---------------------------------------------------- |  | -------------------------- |  | -------------- |  | ----- |  | -----
|    |  | A      |  | B                                                    |  | C                          |  | D              |  | E     |  | F    
|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



|    |  |        |  |                                                      |  |                       |  |                |  |       |  |      
|--- |  | ------ |  | ---------------------------------------------------- |  | --------------------- |  | -------------- |  | ----- |  | -----
|    |  | A      |  | B                                                    |  | C                     |  | D              |  | E     |  | F    
|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



|    |  |              |  |                                                             |  |                            |  |                 |  |       |  |      
|--- |  | ------------ |  | ----------------------------------------------------------- |  | -------------------------- |  | --------------- |  | ----- |  | -----
|    |  | A            |  | B                                                           |  | C                          |  | D               |  | E     |  | F    
|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. BennettJames 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 32399-0250



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.





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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 (Attachseparate 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 |  |                     |  |               |  | 





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



|                                                                                             |  |                                                                                                                                                                                                                                                                                     
|-------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|PRODUCER MARSH USA
INC 1601 ELM STREET #2100 DALLAS, TEXAS 75201 LACINDA PYLE (214) 849-5045 |  | 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 |                                     | COMPANYA |  | AMERICAN HOME ASSURANCE CO
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |          |                                           
|INSURED VERIZON SELECT SERVICES ATTN: LAURA
STRINGER, HQK02A25 STRATEGIC MARKETS-PROPOSAL DEVELOPMENT 6665 N. MACARTHUR BLVD. IRVING. TX
75039                                                                                                                                                                                                                                                                                                                                                                                                                                           |          | COMPANYB                                   |                                     | N/A     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | COMPANYC |                                            | NATIONAL UNION FIRE OF LOUISIANA   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | COMPANYD |                                            | 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.

|       |  |                                                  |  |                                 |  |                                 |  |                                  |  |                                                |  |   |         
|------ |  | ------------------------------------------------ |  | ------------------------------- |  | ------------------------------- |  | -------------------------------- |  | ---------------------------------------------- |  | - | --------
|       |  |                                                  |  |                                 | 
|CO LTR |  | TYPE OF INSURANCE                                |  | POLICY NUMBER                   |  | POLICY EFFECTIVEDATE (MM/DD/YY) |  | POLICY EXPIRATIONDATE (MM/DD/YY) |  | LIMITS                                        
|A      |  | GENERAL LIABILITY                                |  | GL 6123522                      |  | 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)                       |  | $ | ________
|       |  |                                                  |  |                                 |  |                                
|A      |  | AUTOMOBILE LIABILITY                             |  | CA 5347709 (AOS)                |  | 07/01/00                        |  | 07/01/01                         |  | COMBINED SINGLE LIMIT                          |  | $ | ________
|A      |  | x ANY AUTO                                       |  | CA 5347710 (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                        |  |                                 |  |                                 |  |                                  |  |                                                |  | $ |         
|       |  |                                                  |  |                                 |  |                                
|A      |  | WORKERS COMPENSATION AND EMPLOYERS
LIABILITY    |  | WC 5274758 (AOS)                |  | 07/01/00                        |  | 07/01/01                         |  | x WC STATUTORY LIMITS-  ̈OTHER                  |  |   |         
|A      |  |                                                  |  | WC 5274759 (CA)                 |  | 07/01/00                        |  | 07/01/01                         |  | EL EACH ACCIDENT                               |  | $ | 500____ 
|C      |  | THE PROPRIETOR/ PARTNERS/EXECUTIVE        x INCL |  | WC 5274761 (LA)                 |  | 07/01/00                        |  | 07/01/01                         |  | EL DISEASE-POLICY LIMIT                        |  | $ | 500____ 
|D      |  | OFFICERS ARE: ̈EXCL                               |  | WC 5274762 (GA)                 |  | 07/01/00                        |  | 07/01/01                         |  | EL DISEASE-EACH EMPLOYEE                       |  | $ | 500____ 
|       |  |                                                  |  |                                 |  |                                
|       |  | OTHER                                            |  |                                 |  |                                 |  |                                  |  |                                                |  |   |         
|       |  |                                                  |  |                                 | 
|       |  | ILLINOIS NATIONAL INS CO                         |  | WC 5274763 (NY, WI)/5274760(IL) |  | 07/01/00                        |  | 07/01/01                         |  | WORKERS COMP & EMPLOYERS ____ SEE ABOVE LIMITS
|       |  | NATIONAL UNION FIRE INS CO                       |  | WC 5274764 (NV, OR)             |  | 07/01/00                        |  | 07/01/01                         | 
|       |  | INSURANCE CO STATE OF PA                         |  | WC 5274765 (AR, FL, MA, TN, VA) |  | 07/01/00                        |  | 07/01/01                         |  |                                                |  |   |         



|                                                                                                                                                                   |  |  |  |  |  |  |  |  |  | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  |  |  |  |  |  |  |  |  | 
|                                                                                                                                                                  
|DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/SPECIAL ITEMS (LIMITS MAY BE SUBJECT TO DEDUCTIBLES ORRETENTIONS)                                                    
|                                                                                                                                                                  
|WHERE REQUIRED BY INSURED CONTRACT. THE CERTIFICATE HOLDER IS INCLUDED AS ADDITIONAL INSURED (EXCEPTFOR 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:



| | 1. | The Pinellas County Board of County Commissioners is self-insured.
| | -- | ------------------------------------------------------------------



| | 2. | The name of each insured is not applicable.
| | -- | -------------------------------------------



| | 3. | The limits of liability are as set forth under Florida Statute 768.28.
| | -- | ----------------------------------------------------------------------



| | 4. | There are no coverage defenses that we are aware of at this time.
| | -- | -----------------------------------------------------------------



| | 5. | There is no copy of a policy, nor a certificate of insurance, because there is no physical policy.
| | -- | --------------------------------------------------------------------------------------------------



| | 6. | There is excess coverage for settlements, judgments, and verdicts that are in excess of $2,500,000. Certain policy exclusions may apply.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------



| | 7. | There is no Uninsured Motorist coverage.
| | -- | ----------------------------------------



| | 8. | The Pinellas County Board of County Commissioners is also self-insured through the Countys Risk Management Self-Insurance Fund for Workers Compensation.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------



| | 9. | 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.



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