Time Warner Franchise Agreement

Franchise Agreement to provide cable services between City of Tampa, Florida and Time Warner Entertainment -Advance/Newhouse Partnership

March 23, 2000  

Table of Contents

SECTION 1 -- GRANT OF AUTHORITY

SECTION 2 -- THE SYSTEM

SECTION 3 -- SERVICE OBLIGATIONS

SECTION 4 -- FEES AND CHARGES

SECTION 5 -- CONSUMER PROTECTION AND CUSTOMER SERVICE; SUBSCRIBER BILLS; AND                                  PRIVACY PROTECTION

SECTION 6 -- COMPENSATION AND OTHER PAYMENTS

SECTION 7 -- OVERSIGHT AND REGULATION

SECTION 8 -- RESTRICTIONS AGAINST ASSIGNMENTS AND OTHER TRANSFERS

SECTION 9 -- SPECIFIC RIGHTS AND REMEDIES

SECTION 10 -- SUBSEQUENT ACTION

SECTION 11 -- NONDISCRIMINATION AND EQUAL OPPORTUNITY

SECTION 12 -- MISCELLANEOUS

LIST OF APPENDICES

This AGREEMENT, executed as of the 23rd day of March, 2000 (the "Effective Date"), by and between the CITY OF TAMPA, FLORIDA (hereinafter referred to as the "Franchising Authority") and Time Warner Entertainment -- Advance/Newhouse Partnership, a general partnership duly organized and validly existing under the laws of the State of New York whose principal place of business is located at 290 Harbor Drive, Stanford, Connecticut, 06902 (hereinafter referred to as the "Company"). For purposes of this Agreement, unless otherwise defined in this Agreement or unless the context clearly indicates that another meaning is intended, the capitalized terms, phrases, words, and their derivations used in this Agreement shall have the meanings set forth in Appendix A.

WHEREAS, pursuant to the Cable Communication Policy Act of 1984, the Cable Television Consumer Protection and Competition Act of 1992, and the Telecommunications Act of 1996, each of which amends the Communications Act of 1934, the Congress established procedures and standards in order to, among other purposes, encourage the growth and development of cable systems, assure that cable systems are responsive to the needs and interests of the local community, assure that Cable Communication provide and are encouraged to provide the widest possible diversity of services to the public, assure that access to cable service is not denied to any Person (as defined in Appendix A), and restore the right of local franchising authorities to regulate cable television rates and to engage in other regulatory activities; and

WHEREAS, the Franchising Authority exercises control over all publicly dedicated rights-of-way located within the limits of the City of Tampa; and

WHEREAS, the Company has requested permission from the Franchising Authority to construct, maintain, upgrade and operate its System over, under and along the aforesaid rights-of-way for the use of the City's inhabitants; and

WHEREAS, the aforesaid rights-of-way to be used by the Company are valuable public properties acquired and maintained by the Franchising Authority at great expense to the City's taxpayers, and the rights to use said rights-of-way is a valuable property right without which the Company would be required to invest substantial capital and property acquisition costs; and

WHEREAS, the Franchising Authority desires to insure that the aforesaid rights-of-way used by the Company are promptly restored to a safe and secure condition to protect the health, safety and welfare of the City's citizens; and

WHEREAS, the Franchising Authority intends to exercise the full scope of its municipal powers, including both its police power and contracting authority, to promote the public interest and to protect the health, safety and welfare of the citizens of Tampa;

NOW, THEREFORE, in consideration of the foregoing clauses, which clauses are hereby made a part of this Agreement, the mutual covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby covenant and agree as follows:

SECTION 1

GRANT OF AUTHORITY

1.1 Grant of Franchise. The Company is hereby granted a franchise (the "Franchise") to occupy and use the Streets within the Franchise Area in order to construct, operate, maintain, upgrade, repair and remove the System, and provide Services through the System, subject to the terms and conditions of this Agreement. The Franchise only authorizes the Company to provide Cable Service and does not authorize any other services.

1.2 Term of Franchise. The Franchise shall commence upon the Effective Date and shall expire fifteen (15) years thereafter, unless the Franchise is renewed or unless the Franchise is sooner terminated pursuant to this Agreement by (i) the revocation of the Franchise as provided in Section 9 or (ii) an Abandonment. Upon termination of the Franchise, all rights of the Company in the Franchise shall cease, and the rights of the Franchising Authority and the Company to the System, or any part thereof, shall be determined as provided in Section 9. The Franchising Authority reserves the right to extend the term during, or pending the completion of, any franchise renewal process, as authorized by Section 1.3.

1.3 Renewal. Subject to Section 626 of the Cable Act (47 U.S.C. § 546), the Franchising Authority reserves the right to grant or deny renewal of the Franchise.

1.4 Nonexclusive Franchise. The Franchise is nonexclusive. Nothing in this Agreement shall affect the right of the Franchising Authority to grant to any Person a franchise, consent, or right to, or itself, occupy and use the Streets, or any part thereof, for the construction, operation, or maintenance of all or any part of a Communications System within the Franchise Area or for any other purpose.

1.5 Reservation of Authority. Nothing in this Agreement shall (i) abrogate the right of the Franchising Authority to perform any public works or public improvements of any description, (ii) be construed as a waiver of any codes or ordinances of the Franchising Authority or of the Franchising Authority's right to require the Company or any Person utilizing the System to secure the appropriate permits or authorizations for such use, or (iii) be construed as a waiver or release of the rights of the Franchising Authority in and to the Streets. In the event that all or part of the Streets within the Franchise Area are eliminated, discontinued and closed, the Franchise shall cease with respect to such Streets upon the effective date of the final action of the Franchising Authority with respect thereto.

3.1 Service to All Persons. Subject to Section 2.1.3, the Company shall make all Services distributed over the System available to all Persons, including, among others, all households and commercial establishments, within the Franchise Area who request service.

3.2 Programming Services. The Company shall offer to all subscribers a diversity of video programming services as described in Appendix D and shall continuously maintain a listing of all Services it will offer to Subscribers at Appendix D, and will not change such Services except as permitted by applicable law.

3.3 No Discrimination. The Company shall not discriminate or permit discrimination between or among any Persons in the availability of Services. Further, the Company shall ensure that access to any Service is not denied to any group of potential Subscribers because of the income of the residents of the area in which such group resides, geographic location or any other criteria. It shall be the right of all Persons to receive continuously all available Services insofar as their financial and other obligations to the Company are satisfied.

3.4 Service to Governmental and Institutional Facilities. The Company shall provide wiring and free service to governmental and institutional facilities in the corporate limits of the City in accordance with Appendix C.

3.5 PEG Access and Institutional Services. In accordance with Section 611 of the Cable Act (47 U.S.C. § 531), the Company agrees to provide channel capacity to be designated for public, educational or governmental ("PEG") access use and any or all of the following items related to the development and use of PEG access: (a) equipment and facilities, (b) services, or (c) financial support. The terms and conditions of such PEG access channels and related support are attached to this Agreement in Appendix C. In accordance with Section 611 of the Cable Act (47 U.S.C. § 531), the Franchising Authority may require rules and procedures for the use of PEG access capacity. The Company also agrees to provide support for the institutional network pursuant to the terms and conditions set forth in Appendix C.

SECTION 4

FEES AND CHARGES

4.1 Fees and Charges To Be Set Forth in Appendix D. During the term of this Agreement, all fees, charges, deposits, and associated terms or conditions imposed by the Company for any Service shall be provided to the City in a rate card or similar document. As of the Effective Date, the fees, charges, deposits, and associated terms and conditions imposed by the Company for every Service are set forth in Appendix D.

4.2 Prohibition Against Discrimination in Fees and Charges Except to the extent otherwise expressly permitted by applicable law, the Company shall not discriminate or permit discrimination between or among any Persons in the rates, terms and conditions for any Service. The foregoing requirement shall not prevent (to the extent expressly permitted by applicable law) the use of: (i) short-term sales promotions and other short-term discounts or reduced charges; (ii) reasonable discounts or reduced charges to senior citizens or other economically disadvantaged groups; and (iii) bulk rate arrangements.

4.3 Parental Control Devices. Upon the request of a Subscriber, the Company shall provide to such Subscriber one of the following devices by which the Subscriber can block completely the video and audio Signals of a particular Cable Service during periods selected by that Subscriber: (i) a parental control device; or (ii) a converter with a parental control feature; or (iii) within a reasonable time after the request, a filter, trap or other method or device. Such device shall be delivered in the shortest period permissible under applicable law after the Subscriber's request. The Company shall provide a subscriber a written description of each option, along with the sale or lease rate, if any, for each option. The sale or lease rate, if any, for such device shall not exceed the maximum rate permitted by law.

4.4 Changes to Fees and Charges. Except to the extent permitted by applicable law, the Company shall not make any change in any fee, charge, deposit, term or condition unless at least thirty (30) days prior to the proposed effective date of any such change, the Company has provided: (a) a revised Appendix D to the Franchising Authority; and (b) notice of the proposed change by any means expressly permitted under applicable law to each affected Subscriber and other Person utilizing the affected Service. The foregoing notice shall be in addition to the requirements set forth in Appendix E and other requirements set forth under applicable law and this Agreement, including, without limitation, any applicable laws or sections in this Agreement requiring the approval of the Franchising Authority or other governmental entity of any change in any fee, charge, deposit, term or condition.

4.5 Franchising Authority's Regulation of Fees and Charges. The Franchising Authority reserves the right to regulate the rates, fees, charges, deposits and associated terms and conditions for any Service provided pursuant to this Agreement to the fullest extent permitted by applicable law, and the Franchising Authority may establish rules and regulations in connection therewith from time to time. In connection with such regulation, the Franchising Authority shall comply with FCC rules and provide the public with an opportunity to comment.

4.6 Not External Costs. The Franchising Authority and the Company recognize that any and all costs associated with meeting the requirements of Appendix C of this Agreement, are already reflected in the Basic Service Rates. Accordingly, the Company agrees that none of the costs of complying with Appendix C of this Agreement shall constitute "external costs" within the meaning of 47 C.F.R. § 76.922 and result in a rate increase.

SECTION 5

CONSUMER PROTECTION AND CUSTOMER SERVICE;

SUBSCRIBER BILLS; AND PRIVACY PROTECTION

5.1 Customer Service and Consumer Protection Standards

5.1.1 Company To Comply With Standards in Appendix. The Company shall comply in all respects with the requirements set forth in Appendix E.

5.2 Subscriber Bills

5.2.1 Bill Format Generally. Subscriber bills shall be designed in such a way as to present the information contained therein clearly and comprehensibly to Subscribers, and in a way that (i) is not misleading, (ii) does not omit material information, and (iii) does not mischaracterize any information.

5.2.2 Bill Itemization. The Company may itemize costs on Subscriber bills, but only to the extent permitted by Section 622(c) of the Cable Act (47 U.S.C. § 542(c), and the FCC's rules thereunder, and such itemization shall not be misleading.

5.3 Privacy Protection

5.3.1 Company To Protect Privacy. The Company shall protect all Persons against invasions of privacy and shall comply with applicable law, including, without limitation, Section 631 of the Cable Act (47 U.S.C. § 551) and regulations adopted pursuant thereto.

5.3.2 Company To Provide Certain Information To Franchising Authority. The Company shall cooperate with the Franchising Authority so as to ensure the Franchising Authority's ability to enforce the terms and conditions of this Agreement to the maximum extent permitted by applicable law. To the extent permitted by applicable law, the Company shall, upon the request of the Franchising Authority from time to time during the term of the Franchise, provide to the Franchising Authority Subscriber information requested by the Franchising Authority where such information is determined by the Franchising Authority to be reasonably necessary for the Franchising Authority to administer or enforce the terms and conditions of the Agreement.

SECTION 6

COMPENSATION AND OTHER PAYMENTS

6.1 Compensation to the Franchising Authority. As compensation for the Franchise, the Company shall pay, or cause to be paid, to the Franchising Authority the amounts set forth in this Section 6.1.

6.1.1 Franchise Fees -- Amount. The Company shall pay to the Franchising Authority franchise fees in an amount equal to five percent (5%) of Gross Revenue. Except for the payments expressly required by section 6.1, none of the payments or contributions made by, or the Services, equipment, facilities, support, resources, or other activities to be provided or performed by the Company at the direction of the Franchising Authority or otherwise pursuant to this Agreement, or otherwise in connection with the construction, operation, maintenance or upgrade of the System are franchise fees chargeable against the compensation payments to be paid to the Franchising Authority by the Company pursuant to Section 6.1 nor shall any of them be treated as part of the compensation to be paid to the Franchising Authority pursuant to Section 6.1. If the foregoing sentence for any reason is held invalid, the compensation payments due from the Company to the Franchising Authority pursuant to Section 6.1, shall take precedence over all other payments, contributions, Services, equipment, facilities, support, resources, or other activities to be paid or supplied by the Company pursuant to this Agreement.

6.1.2 Franchise Fees -- Payment. All such payments of franchise fees shall be made on a quarterly basis with payments to the Franchising Authority due thirty (30) days after the close of the calendar quarter.

6.1.3 Company To Submit Franchise Fee Report. The Company shall submit to the Franchising Authority a report, in such form and containing such detail as the Franchising Authority shall require, not later than thirty (30) days after the last day of each calendar quarter throughout the term of this Agreement setting forth the Gross Revenue for the quarter ending on said last day.

6.1.4 Franchise Fee Payments Subject to Audit; Remedy for Underpayment. No acceptance of any franchise fee payment by the Franchising Authority shall be construed as an accord and satisfaction that the amount paid is in fact the correct amount or a release of any claim that the Franchising Authority may have for further or additional sums payable under this Agreement, and all amounts paid shall be subject to audit and recomputation by the Franchising Authority.

If, as a result of such audit or any other review, the Franchising Authority determines that the Company has underpaid its fees in any twelve (12) month period, by ten percent (10%) or more, then, in addition to making full payment of the relevant obligation, the Company shall reimburse the Franchising Authority for all of the reasonable costs associated with the audit or review, including all reasonable out-of-pocket costs for attorneys, accountants, and other consultants.

6.1.5 Company To Deduct and Pay Franchise Fee on Amounts Collected for Third Parties. If the Company collects from Subscribers any amounts to be paid to any Person for the provision of Services on the System that do not fall within the definition of Gross Revenue, the Company shall deduct five percent (5%) from such amounts and include such deducted amounts in its payment to the Franchising Authority pursuant to this Section 6.1 and include such payments in its report pursuant to Section 6.1.3.

6.1.6 Company To Notify Third Parties To Pay on Amounts Collected for Subscribers. If any Person other than the Company directly collects such amounts from Subscribers that would constitute Gross Revenue if received directly by the Company, the Company shall notify such Person that such Person shall be required to remit to the Franchising Authority on a quarterly basis an amount equal to the same percentage of such amounts collected from Subscribers as the then applicable franchise fee percentage pursuant to Section 6.1.1, together with a quarterly report similar in form and content to the report referred to in Section 6.1.3, and that the Franchising Authority may enforce such provision directly against such Person.

6.2 Payments Not To Be Set Off Against Taxes or Vice Versa. The sums of money to be paid by the Company to the Franchising Authority under this Section 6 are compensation and consideration for the use by the Company of the City streets and other ways for the construction, maintenance and operation of the System and are not taxes, as allowed by the Florida Constitution, the general or special laws of the State of Florida, or any other ordinances of the City of Tampa. The Company shall at all times continue to be subject to public service taxes (Section 166.231, Florida Statutes), ad valorem taxes (Section 166.211, Florida Statutes), and such other taxes, charges or fees as may be lawfully authorized by the Florida Constitution, the general or special laws of the State of Florida, the provisions of the Municipal Home Rule Powers Act (Chapter 166, Florida Statutes) or the ordinances of the City of Tampa.

6.3 Interest on Late Payments. If any payment required by this Agreement is not actually received by the Franchising Authority on or before the applicable date fixed in this Agreement or by the Franchising Authority, the Company shall pay interest thereon, from the due date to the date paid (which shall be the date the late payment is made or within five (5) days after notice from the Franchising Authority), at the rate of 18% per annum for the period of the delinquency, and the Company shall reimburse the Franchising Authority for the actual and reasonable out of pocket costs of the Franchising Authority associated with the collection of any payment required by this Agreement.

6.4 Continuing Obligation. In the event the Company continues to operate all or any part of the System after the term of this Agreement, then the Company shall continue to comply with all applicable provisions of this Agreement, including, without limitation, all compensation and other payment provisions of this Agreement, throughout the period of such continued operation, provided that any such continued operation shall in no way be construed as a renewal or other extension of this Agreement or the Franchise.

SECTION 7

OVERSIGHT AND REGULATION

7.1 Franchising Authority's Right of Oversight. The Franchising Authority shall have the right to oversee, regulate, and periodically inspect the construction, operation, maintenance and upgrade of the System, and all parts thereof, in accordance with the provisions of this Agreement and applicable law. The Franchising Authority reserves the right to adopt or issue such rules, regulations, orders, or other directives governing the Company or the System as it shall find necessary or appropriate in the exercise of its police power, and such other orders as the Franchising Authority shall find necessary or appropriate pursuant to and in furtherance of the purposes of this Agreement, and the Company expressly agrees to comply with all such rules, regulations, orders, or other directives that are not inconsistent with this Agreement and do not cause a material change in the rights and responsibilities of the Company under the Agreement. No rule, regulation, order, or other directive issued pursuant to this Section 7.1 shall constitute an amendment to this Agreement.

7.2 Reports To Be Provided by the Company.

7.2.1 Compliance Report. At the request of the Franchising Authority, but not more frequently than every three (3) years, the Company, at its expense, shall submit to the Franchising Authority a report, in reasonable detail, addressing its compliance with the terms of this Agreement.

7.2.2 The Company shall submit to the Franchising Authority, not later than three (3) months after the end of each annual fiscal period, with respect to the period just ended a report that details all revenues allocable to the System together with an explanation of which revenues were included and which have been excluded from Gross Revenue. In addition, the Franchising Authority may request, and the Company shall provide, such other financial information as the Franchising Authority deems reasonably necessary to insure compliance with this Agreement.

7.2.3 Periodic Compliance Information. At the request of the Franchising Authority, the Company shall promptly submit to the Franchising Authority such information regarding the Company's compliance with any term or condition of this Agreement.

7.2.4 Company To Submit List and/or Copies of Communications With Government Officials. At the reasonable request of the City, the Company shall submit to the Franchising Authority a list of significant public reports, petitions, or other filings which are in writing or are reduced to writing (in manual or computer form, but not internal file memoranda) received from or submitted to any municipal, state, county or federal agency or official and which substantially pertain to any aspect of operations or the financial arrangements of the System or this Agreement or which in any way materially affect the System or any Service or the Company's representations and warranties set forth herein and each response thereto, in writing or reduced to writing (in manual or computer form but not internal file memoranda), submitted to or received from such municipal, state, county or federal agency or official by the Company, but not including tax returns or other filings which are confidential. Each entry on the list must be in a form, and provide sufficient detail, to allow the Franchising Authority to readily identify the matters to which the communications apply, the date thereof, and such other information as the Franchising Authority may reasonably request. Upon request of the Franchising Authority, the Company shall promptly, but in no event more than five (5) business days after the request, submit to the Franchising Authority a copy of any such reports, petitions, responses or other communications on the list.

7.3 Company To Maintain Books, Records and Files

7.3.1 Books and Records. Throughout the term of this Agreement, the Company shall maintain in the Franchise Area, or make available in the Franchise Area within five (5) business days, complete and accurate books of account and records of the business, ownership, and operations of the Company with respect to the System, its operation, any Service distributed over the System, and any activity or function associated with the production or distribution of any Service over the System, in accordance with generally-accepted accounting principles, to the extent applicable, including without limitation, books of account and records adequate to enable the Company to demonstrate, at all times throughout the term of this Agreement that it is, and has been, in compliance with each term and condition of this Agreement. All such documents which pertain to financial matters which may be the subject of an audit by the Franchising Authority shall be retained by the Company for a minimum of six (6) years following termination of this Agreement.

7.4 Franchising Authority's Rights of Inspection and Audit

7.4.1 Right of Inspection -- General. Where necessary to ascertain the Company's compliance with this Agreement, the Franchising Authority or its designated representatives, shall have the right to inspect, examine, or audit, during normal business hours and upon notice to the Company, all documents, records and other information which pertain to the Company with respect to the System, its operation, its employment and purchasing practices, each Service distributed over the System, and each activity or function associated with the production or distribution of any Service over the System and all such documents, records and other information shall be made available within the Franchise Area in order to facilitate said inspection, examination, or audit, as provided in this Section 7.4. Further, where necessary to ascertain the Company's compliance with this Agreement, during normal business hours and upon notice to the Company, the Franchising Authority or its designated representatives may inspect and examine any other aspect of the System, including facilities and equipment thereof.

7.4.2 Treatment of Proprietary Information. Access by the Franchising Authority to any of the documents, records or other information covered by this Section 7.4 shall not be denied by the Company on grounds that such documents, records or information are alleged by the Company to contain proprietary information, provided that this requirement shall not be deemed to constitute a waiver of the Company's right to assert that the proprietary information contained in such documents, records or other information, should not be disclosed and to withhold such information upon the agreement of the Franchising Authority. If the Responsible Franchising official concurs with the Company's assertion regarding the proprietary nature of such information, the Franchising Authority will not disclose such information to any Person, unless required by applicable law or order of governmental authority. If the Responsible Franchising official does not concur with such assertion, then the Company may appeal such decision in accordance with applicable laws and procedures. If the Franchising Authority does not concur with the Company's assertion, or if the Company does not appeal, then the Company shall promptly provide such documents, including the alleged proprietary portion thereof, to the Franchising Authority, provided that the Company shall not be required to provide the proprietary portion thereof during the pendency of any court challenge to such provision.

7.4.3 Franchising Authority May Conduct Compliance Audit and Hearings. The Franchising Authority may conduct a full compliance audit and hold public hearings at any time during the term of the Franchise, provided it gives the Company written notice ten (10) days in advance of the commencement of such audits and associated hearings.

SECTION 8

RESTRICTIONS AGAINST ASSIGNMENTS

AND OTHER TRANSFERS

8.1 Transfer of Franchise or Interest Therein. Neither the Franchise, nor any rights or obligations of the Company in the System or pursuant to this Agreement, nor any guaranty of the performance of the Company's obligations pursuant to this Agreement, nor any substantial part of the capacity of the System, shall be assigned, sold, transferred, leased or sublet in any manner, in whole or in part, to any Person, nor shall title therein, either legal or equitable, or any right or interest therein, pass to or vest in any Person, either by act of the Company, by act of any Person holding Control of or any interest in the Company or in the System or the Franchise, by operation of law, or otherwise, without the prior written consent of the Franchising Authority, provided that the Franchising Authority shall consider any such action in accordance with its usual procedural rules and shall not unreasonably withhold such approval.

8.2 Transfer of Control. The ownership and Control structure of the Company as of the Effective Date is set forth on Appendix F. No change in Control of the Company, the System or the Franchise shall occur after the Effective Date, by act of the Company, by act of any Person holding Control of the Company, the System or the Franchise, by operation of law, or otherwise, without the prior written consent of the Franchising Authority.

8.3 Procedures. The procedures in Appendix F shall be followed with respect to all proposed actions requiring consent under Section 8.1 or 8.2.

8.4 Consent Not A Waiver. The grant or waiver of any one or more of such consents shall not render unnecessary any subsequent consent, nor shall the grant of any such consent constitute a waiver of any other rights of the Franchising Authority.

8.5 Exception. Notwithstanding anything herein to the contrary, no such prior consent shall be required for a transfer or assignment to any person who is controlling, is controlled by or is under the same common control as the Company, at the time of such transfer or assignment.

SECTION 9

SPECIFIC RIGHTS AND REMEDIES

9.1 Not Exclusive. The Company agrees that the Franchising Authority shall have the specific rights and remedies set forth in this Section 9. These rights and remedies are in addition to and cumulative with any and all other rights or remedies, existing or implied, now or hereafter available to the Franchising Authority at law or in equity in order to enforce the provisions of this Agreement. Such rights and remedies shall not be exclusive, but each and every right and remedy specifically provided or otherwise existing or given may be exercised from time to time and as often and in such order as may be deemed expedient by the Franchising Authority. The exercise of one or more rights or remedies shall not be deemed a waiver of the right to exercise at the same time or thereafter any other right or remedy nor shall any such delay or omission be construed to be a waiver of or acquiescence to any default. The exercise of any such right or remedy by the Franchising Authority shall not release the Company from its obligations or any liability under this Agreement, except as expressly provided for in this Agreement or as necessary to avoid duplicative recovery from or payments by the Company or its Guarantor.

9.2 Events of Default

9.2.1 Grounds. The Company agrees that an Event of Default shall include, but shall not be limited to, any of the following acts or failures to act by the Company:

9.2.2 Franchising Authority Action Upon Occurrence of Event of Default. Upon the occurrence of an Event of Default, then, in accordance with the procedures provided in Section 9.2.3, the Franchising Authority may, at any time during the term of this Agreement:

9.2.3 Breach Procedures. The Franchising Authority shall exercise the rights provided in Section 9.2.2 in accordance with the procedures set forth below:

9.3 Liquidated Damages. The Company shall be liable to the Franchising Authority for the amounts specified in this Section for any of the following failures by the Company to comply with the provisions of this Agreement, unless, within thirty (30) business days after receipt of notice by the Company from the Franchising Authority, or such longer period as the Franchising Authority shall specify, the Company has cured the alleged failure, presented facts and arguments in refutation or excuse of each such alleged failure that satisfies the Franchising Authority, or provided a cure plan and schedule that reasonably satisfies the Franchising Authority. At the option of the Franchising Authority, such amounts may be withdrawn from the Security Fund set forth in Section 9.4 and paid to the Franchising Authority for:

9.4 Security Fund.

9.4.1 Form and Amount. The Company has deposited with the Franchising Authority the amount of One Hundred Thousand Dollars $100,000.00, in the form of an irrevocable, unconditional letter of credit or other instrument satisfactory to the Franchising Authority, which letter of credit or other instrument shall in no event require the consent of the Company prior to the collection by the Franchising Authority of any amounts covered by such letter of credit or other instrument. The amount of such letter of credit or other instrument shall constitute the Company's Security Fund. A letter of credit shall be in the form attached hereto as Appendix G.

9.4.2 Purposes. The Security Fund shall serve as security for:

9.4.3 Replenishment. Throughout the term of this Agreement, or for as long as the Company operates the System, whichever period is longer, and for at least ninety (90) days thereafter, the Company shall maintain the Security Fund in the amount specified in Section 9.4.1. Within fifteen (15) business days after receipt of notice from the Franchising Authority that any amount has been withdrawn from the Security Fund, as provided in Section 9.4.4 below, the Company shall restore the Security Fund to the amount specified in Section 9.4.1 above, provided that said restoration obligation shall be suspended during the period of any judicial challenge by the Company to the propriety of said withdrawal from the Security Fund. If a court determines that said withdrawal by the Franchising Authority was improper, the Franchising Authority shall restore the improperly withdrawn amount to the Security Fund.

9.4.4 Withdrawals. If the Company fails: (i) to make any payment required by this Agreement within the time fixed herein; (ii) to pay to the Franchising Authority, within ten (10) business days after receipt of notice, any liabilities relating to the System that are due and unpaid; (iii) to pay to the Franchising Authority, within ten (10) business days after receipt of notice from the Franchising Authority, any damages, claims, costs or expenses which the Franchising Authority has been compelled to pay or incur by reason of any act or default of the Company; (iv) to comply, within thirty (30) business days after receipt of notice from the Franchising Authority, with any provision of this Agreement which the Franchising Authority determines can be remedied by an expenditure of an amount in the Security Fund; or (v) to cure, within thirty (30) business days of receipt of notice from the Franchising Authority, any of said failures or present written comments contesting the validity of the withdrawal, then the Franchising Authority may withdraw the amount thereof from the Security Fund and pay it to the Franchising Authority. The withdrawal of amounts from the Security Fund shall constitute a credit against the amount of the applicable liability of the Company to the Franchising Authority but only to the extent of said withdrawal.

9.4.5 Return of Security Fund. Within one hundred twenty (120) days after the termination of this Agreement due to the expiration of the term of the Franchise, the Company shall be entitled to the return of the Security Fund, or portion thereof as remains on deposit with the Franchising Authority at said termination, provided that all offsets necessary to compensate the Franchising Authority for any uncured failure to comply with any provision of this Agreement or Event of Default have been taken by the Franchising Authority. Notwithstanding the foregoing sentence, if the Company continues to operate the System following termination of this Agreement, the Company shall not be entitled to a return of the Security Fund until one hundred twenty (120) days after the end of such continued operation. In the event of a termination of this Agreement for cause due to an Event of Default by the Company or otherwise, such Security Fund shall become the property of the Franchising Authority to the extent necessary to satisfy the purposes of the Security Fund as set forth in "Purposes" above, including the covering of any costs, loss, or damage incurred by the Franchising Authority as a result of such termination or Event of Default, provided that any amounts in excess of such costs, loss or damage shall be refunded to the Company.

9.5 Termination. In the event of any termination of this Agreement, whether by expiration (if the Company does not seek a renewal or does not have any renewal rights under federal, state or local law), denial of renewal, revocation or otherwise, the Franchising Authority may: (i) direct the Company to operate the System on behalf of the Franchising Authority pursuant to the provisions of this Agreement and such additional terms and conditions as are equitable to the Franchising Authority and the Company, for a period of up to twelve (12) months; (ii) authorize any other Person to operate the System on behalf of the Franchising Authority or otherwise upon such terms and conditions as are equitable to the Franchising Authority and the Company; or (iii) order the Company to cease all construction and operational activities in a prompt and workmanlike manner.

9.6 Franchising Authority's Right To Order Removal or To Acquire or Effect a Transfer of the System 

9.6.1 Removal. In addition to its rights under Section 9.5, upon any termination, the Franchising Authority may, in its sole discretion, but shall not be obligated to, direct the Company to remove, at the Company's sole cost and expense, all or any portion of the System from all Streets and other public or nonpublic property within the Franchise Area, subject to the following:

Notwithstanding the foregoing, the Company may dispose of any portion of the System not designated by the Franchising Authority for removal during such twelve (12) month period, provided, however, that if the Company fails to complete the removal of the portion(s) of the System designated for removal by the Franchising Authority within such period, then all such portion(s) of the System not disposed of and all amounts collected for any portion(s) of the System disposed of by the Company during such period shall belong to the Franchising Authority, with no price due to the Company.

9.6.2 Acquisition or Transfer. Upon any termination and as an alternative to ordering removal of the System, the Franchising Authority shall have the right to, and may, in its sole discretion, acquire or effect a transfer to a third party acceptable to the Franchising Authority of all or any part of the System and all components thereof necessary to maintain and operate the System pursuant to the terms of this Agreement.

9.6.3 Price. The price to be paid to the Company upon an acquisition or transfer by the Franchising Authority to the Franchising Authority or a third party acceptable to the Franchising Authority shall depend upon the nature of the termination. If the Franchise expires without being renewed (if the Company does not seek a renewal or does not have any renewal rights under federal, state or local law), or if the renewal of the Franchise is denied, then the price shall be fair market value, determined on the basis of the System valued as a going concern but with no value allocated to the Franchise itself (i.e., the fair market value of the System valued as a going concern, with a deduction for the value allocable to the Franchise itself). If the termination is due to the revocation of the Franchise for cause, including, but not limited to, revocation due to an Event of Default by the Company as provided in Section 9.2 or otherwise, then the price shall be an equitable price, determined with due regard to the injury to the Franchising Authority and the residents of the City of Tampa and with no value allocable to the Franchise itself.

9.7 Company's Obligations. In the event of any such acquisition, transfer or Abandonment, the Company shall:

9.8 Other Provisions. The Franchising Authority and the Company shall negotiate in good faith all other terms and conditions of any such acquisition or transfer, except that, in the event of any acquisition of the System by the Franchising Authority: (i) the Franchising Authority shall not be required to assume any of the obligations of any collective bargaining agreements or any other employment contracts held by the Company or any other obligations of the Company or its officers, employees, or agents, including, without limitation, any pension or other retirement, or any insurance obligations; and (ii) the Franchising Authority may lease, sell, operate, or otherwise dispose of all or any part of the System in any manner.

SECTION 10

SUBSEQUENT ACTION

10.1 Current Enforceability of Agreement; No Opposition. By execution of this Agreement, the Company accepts the validity of the terms and conditions of this Agreement in their entirety under applicable law in existence as of the date of this Agreement and hereby agrees that it will not assert in any forum that this Agreement, or the processes and procedures pursuant to which it was entered into and granted, are not consistent with applicable law as of the date of this Agreement. The Company enters into this Agreement willingly and without coercion, undue influence or duress.

Without limiting the specific language of any other representation and warranty herein, all information furnished by the Company to the Franchising Authority in connection with this Agreement, by authorized officers of the Company, is accurate and complete in all material respects, and includes all material facts required to be stated therein and does not contain any untrue statement of a material fact or omit any material fact necessary to make the statements therein not misleading, and the Company has not misrepresented or omitted material facts in its negotiations with the Franchising Authority. There is no fact known to the Company which materially and adversely affects the business, operations, properties, assets or financial condition of the System, or any part thereof, which has not been set forth in this Agreement or the other documents, certificates, and instruments delivered to the Franchising Authority by or on behalf of the Company specifically for use in connection with the transactions contemplated by this Agreement.

10.2 Procedures in the Event of Subsequent Invalidity. In the event that, after the Effective Date, any court, agency, commission, legislative body, or other authority of competent jurisdiction: (i) declares this Agreement invalid, in whole or in part, or (ii) requires the Company either to: (A) perform any act which is inconsistent with any provision of this Agreement or (B) cease performing any act required by any provision of this Agreement, including any obligations with respect to compensation or other financial obligations pursuant to this Agreement, then the Company shall promptly notify the Franchising Authority of such fact. Upon receipt of such notification, the Franchising Authority, acting in good faith, shall determine whether such declaration or requirement has a material and adverse effect on this Agreement. If the Franchising Authority, acting in good faith, determines that such declaration or requirement does not have a material and adverse effect on this Agreement, then it shall notify the Company of such determination. If the Franchising Authority, acting in good faith, determines that such declaration or requirement does have such an effect or that compliance with such declaration or requirement by the Company would materially frustrate or impede the ability of the Company to carry out its obligations pursuant to, and the purposes of, this Agreement, then the Company and the Franchising Authority shall enter into good faith negotiations to amend this Agreement, so as to enable the Company to perform obligations and provide Services for the benefit of the Franchising Authority and others equivalent to those immediately prior to such declaration or requirement, to the maximum extent consistent with said declaration or requirement.

10.3 Procedures If Franchising Authority's Abilities Are Enhanced. To the extent that any statute, rule, regulation, ordinance or any other law is enacted, adopted, repealed, amended, modified, changed or interpreted in any way during the term of this Agreement so as to enhance the Franchising Authority's ability to meet the cable-related needs and interests of the community, the Franchising Authority and the Company shall negotiate in good faith as to what modifications to this Agreement or resolution of the System might be appropriate under the circumstances.

SECTION 11

NONDISCRIMINATION AND EQUAL OPPORTUNITY

11.1 Company Shall Not Discriminate in Employment. The Company shall comply in all respects with all applicable federal, state and local employment discrimination laws and requirements during the term of this Agreement. The Company shall not: (i) refuse to hire, train or employ; (ii) bar or discharge from employment; or (iii) discriminate against any individual in compensation, hours of employment or any other term, condition or privilege of employment, including, without limitation, promotion, upgrading, demotion, downgrading, transfer, layoff and termination, on the basis of race, creed, color, national origin, sex, age, handicap, marital status or sexual orientation.

11.2 Equal Business Opportunity. The Company shall encourage equal business opportunity for minority and female business enterprises by notifying such enterprises that the Company has subcontracting opportunities available, disseminating the Company's equal business opportunity policy through advertising, making specific and continuing written and oral recruitment efforts, and to make an effort where feasible and prudent to subdivide local contracts into economically feasible segments to allow greater opportunities for participation and increasing where possible the number of aggregate purchase items so as to eliminate the requirement of front-end purchases of material. The Company shall keep records of its equal business opportunity activities, and make those records available to the Franchising Authority.

SECTION 12

MISCELLANEOUS

12.1 Guaranty. As a condition to the grant of the Franchise, the Guarantor has executed and delivered to the Franchising Authority a Guaranty in the form attached hereto as Appendix H.

12.2 Controlling Authorities. This Agreement is made with the understanding that its provisions are controlled by the Cable Act, other federal laws, state laws, and all applicable locals laws, ordinances, and regulations. Where this Agreement specifically conflicts with a provision of applicable federal, state or local law, ordinance, or regulation, this Agreement shall prevail to the extent permitted by law.

12.3 Appendices. The Appendices to this Agreement, attached hereto, and all portions thereof and exhibits thereto, are, except as otherwise specified in such Appendices, incorporated herein by reference and expressly made a part of this Agreement. The procedures for approval of any subsequent amendment or modification to said Appendices shall be the same as those applicable to any amendment or modification hereof, except as specified in such Appendices or elsewhere in this Agreement.

12.4 Action Taken by Franchising Authority. Any action to be taken by the Franchising Authority pursuant to this Agreement shall be taken in accordance with the applicable rules and procedures of the Franchising Authority, as said rules and procedures may be amended or modified throughout the term of this Agreement.

12.5 Burden. In any dispute, claim or proceeding before the Franchising Authority between the parties to this Agreement, the Company shall have the burden of demonstrating its compliance with each term and condition of this Agreement for all purposes.

12.6 Entire Agreement. This Agreement, including all Appendices, embodies the entire understanding and agreement of the Franchising Authority and the Company with respect to the subject matter hereof and merges and supersedes all prior representations, agreements, and understandings, whether oral or written, between the Franchising Authority and the Company with respect to the subject matter hereof, including, without limitation, all prior drafts of this Agreement and any Appendix to this Agreement and any and all written or oral statements or representations by any official, employee, agent, attorney, consultant or independent contractor of the Franchising Authority or the Company.

12.7 Delays and Failures Beyond Control of Company. Notwithstanding any other provision of this Agreement, the Company shall not be liable for delay in performance of, or failure to perform, in whole or in part, its obligations pursuant to this Agreement due to strike, war or act of war (whether an actual declaration of war is made or not), insurrection, riot, act of public enemy, accident, fire, flood or other act of God, technical failure, sabotage or other events, where the Company has exercised all due care in the prevention thereof, to the extent that such causes or other events are beyond the control of the Company and such causes or events are without the fault or negligence of the Company. In the event that any such delay in performance or failure to perform affects only part of the Company's capacity to perform, the Company shall perform to the maximum extent it is able to do so and shall take all steps within its power to correct such cause(s). The Company agrees that in correcting such cause(s), it shall take all reasonable steps to do so in as expeditious a manner as possible. The Company shall notify the Franchising Authority in writing of the occurrence of an event covered by this Section 12.7 within five (5) business days of the date upon which the Company learns of its occurrence.

12.8 Notices. All notices, statements, demands, requests, consents, approvals, authorizations, offers, agreements, appointments, designations, or other direction or communication hereunder by any party to another shall be in writing and shall be sufficiently given and served upon the other party, immediately if delivered personally or by telex or telecopy (provided with respect to telex and telecopy that such transmissions are received on a business day during normal business hours), the first business day after dispatch if sent by express mail, and the second business day after dispatch if sent by first class mail, registered or certified, return receipt requested, postage prepaid, and addressed as follows:

THE FRANCHISING AUTHORITY:

with a copy to

THE COMPANY:

12.9 Additional Representations and Warranties. In addition to the representations, warranties, and covenants of the Company to the Franchising Authority set forth elsewhere herein, the Company represents and warrants to the Franchising Authority and covenants and agrees (which representations, warranties, covenants and agreements shall not be affected or waived by any inspection or examination made by or on behalf of the Franchising Authority) that, as of the Effective Date:

12.9.1 Organization, Standing, Power, Authorization and Enforceability. The Company is a general partnership organized, validly existing and in good standing under the laws of the State of New York and is duly authorized to do business in the State of Florida and in the Franchise Area. The Company has all requisite power and authority to own or lease its properties and assets, to conduct its businesses as currently conducted and to execute, deliver and perform this Agreement and all other agreements entered into or delivered in connection with or as contemplated hereby. The execution, delivery and performance of this Agreement and all other agreements entered into in connection with the transactions contemplated hereby have been duly, legally and validly authorized by all necessary action on the part of the Company, and this Agreement and all other agreements entered into in connection with the transactions contemplated hereby have been duly executed and delivered by the Company and constitute (or upon execution and delivery will constitute) the valid and binding obligations of the Company, and are enforceable (or upon execution and delivery will be enforceable) in accordance with their respective terms.

12.9.2 Consent. No consent, approval or authorization of, or declaration or filing with, any public, governmental or other authority (including, without limitation, the FCC or any other federal agency or any state, county, or municipal agency, authority, commission or council, and, if applicable, public utility commissions, telephone companies and other entities) on the part of the Company is required for the valid execution and delivery of this Agreement or any other agreement or instrument executed or delivered in connection herewith.

12.9.3 Compliance with Law. The Company is in compliance with all laws, ordinances, decrees and governmental rules and regulations applicable to the System and has obtained all government licenses, permits, and authorizations necessary for the operation and maintenance of the System.

12.9.4 Litigation; Investigations. Except as disclosed in writing to the Franchising Authority prior to the execution of this Agreement, there is no civil, criminal, administrative, arbitration or other proceeding, investigation or claim (including, without limitation, proceedings with respect to unfair labor practice matters or labor organization activity matters), pending or threatened against the Company, at law or in equity, or before any foreign, federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, including, without limitation, matters involving the granting of a temporary or permanent injunction against the Company, that, if granted, would have a material adverse effect on the business, operation, properties, assets or financial condition of the Company, or the System, or which questions the validity or prospective validity of this Agreement, or of any essential element upon which this Agreement depends, or of any action to be taken by the Company.

12.9.5 Fees. The Company has paid all franchise, license or other fees and charges which have become due pursuant to any franchise or permit issued by the City and has made adequate provisions for any such fees and charges which have accrued.

12.9.6 Licenses and Permits. The Company has duly secured all necessary permits and licenses in connection with the design, construction, operation, maintenance, upgrade or repair of the System, or any part thereof, from, and has filed all required registrations, applications, reports and other documents with, the FCC and if applicable, public utilities commissions, telephone companies and other entities exercising jurisdiction over the provision of Cable Services or the construction of delivery systems therefor. Further, no event has occurred which could (i) result in the revocation or termination of any such license or authorization, or (ii) materially and adversely affect any rights of the Company or the Guarantor. No event has occurred which permits, or after notice or lapse of time or both would permit, revocation or termination of any such license or which materially and adversely affects or, so far as the Company and the Guarantor can now foresee, will materially and adversely affect the System or any part thereof. The Company has obtained all leases, easements and equipment rental or other agreements necessary for the maintenance and operation of the System as now conducted.

12.10 Additional Covenants. Until the termination of this Agreement and the satisfaction in full by the Company of its obligations under this Agreement, in consideration of the Franchise, the Company and the Guarantor, as applicable, agree that they will comply with the following affirmative covenants, unless the Franchising Authority otherwise consents in writing:

12.10.1 Compliance with Laws; Licenses and Permits. The Company shall comply with: (i) all applicable laws, rules, regulations, orders, writs, decrees and judgments (including, but not limited to, those of the FCC) and any other federal, state agency or authority of competent jurisdiction; and (ii) all local laws and all rules, regulations, orders, or other directives of the Franchising Authority issued pursuant to this Agreement adopted in a manner consistent with Section 7.1. The Company shall have the sole responsibility for obtaining all permits, licenses and other forms of approval or authorization necessary to construct, operate, maintain, upgrade, replace or repair the System, or any part thereof, and shall submit requests for all necessary operation authorizations with the FCC within sixty (60) days after the Effective Date.

12.10.2 Maintain Existence. The Company will preserve and maintain its existence, its business, and all of its rights and privileges necessary or appropriate in the normal conduct of said business, unless any such change shall not have a material adverse impact on the Company's ability to construct, operate, maintain and upgrade the System as provided herein or fulfill its obligations hereunder. The Company shall maintain its good standing in the state of formation and continue to qualify to do business and remain in good standing as a foreign corporation in the State of Florida. The Company shall conduct business in accordance with its charter and bylaws and other governing documents, and shall comply with the material terms of all mortgages, indentures, leases, contracts and other agreements and instruments binding upon it, the failure to comply with which would materially affect its ability to perform its obligations under this Agreement, except where contested in good faith and by appropriate proceedings.

12.10.3 Financial Condition. The Company shall throughout the term of this Agreement and thereafter, for as long as the Company is required to construct, operate, maintain and upgrade the System pursuant to this Agreement, maintain adequate financial resources to perform all obligations pursuant to this Agreement.

12.10.4 Condition of System. All of the material properties, assets and equipment of the System are, and all such items added in connection with any upgrade will be, maintained in good repair and proper working order and condition throughout the term of this Agreement.

12.10.5 Insurance.

12.11 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted transferees and assigns. All of the provisions of this Agreement apply to the Company, its successors, and assigns.

12.12 No Waiver; Cumulative Remedies. No failure on the part of the Franchising Authority to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any other right, all subject to the conditions and limitations established in this Agreement. The rights and remedies provided herein are cumulative and not exclusive of any remedies provided by law, and nothing contained in this Agreement shall impair any of the rights of the Franchising Authority under applicable law, subject in each case to the terms and conditions of this Agreement. A waiver of any right or remedy by the Franchising Authority at any one time shall not affect the exercise of such right or remedy or any other right or other remedy by the Franchising Authority at any other time. In order for any waiver of the Franchising Authority to be effective, it must be in writing. The failure of the Franchising Authority to take any action in the event of an Event of Default shall not be deemed or construed to constitute a waiver of or otherwise affect the right of the Franchising Authority to take any action permitted by this Agreement at any other time in the event that such Event of Default has not been cured, or with respect to any other Event of Default.

12.13 Severability. If any section, subsection, sentence, clause, phrase, or other portion of this Agreement is, for any reason, declared invalid, in whole or in part, by any court, agency, commission, legislative body, or other authority of competent jurisdiction, such portion shall be deemed a separate, distinct, and independent portion. Except as provided in Section 10, such declaration shall not affect the validity of the remaining portions hereof, which other portions shall continue in full force and effect.

12.14 Headings; Other Terms. The headings contained in this Agreement are to facilitate reference only, do not form a part of this Agreement, and shall not in any way affect the construction or interpretation hereof. Terms such as "hereby," "herein," "hereof," "hereinafter," "hereunder," and "hereto" refer to this Agreement as a whole and not to the particular sentence or paragraph where they appear, unless the context otherwise requires. The term "may" is permissive; the terms "shall" and "will" are mandatory, not merely directive. All references to any gender shall be deemed to include all others, as the context may require. Terms used in the plural include the singular, and vice versa, unless the context otherwise requires.

12.15 No Agency. The Company shall conduct the work to be performed pursuant to this Agreement as an independent contractor and not as an agent of the Franchising Authority.

12.16 Governing Law. This Agreement shall be deemed to be executed in the City of Tampa, Florida and shall be governed in all respects, including validity, interpretation and effect, and construed in accordance with, the laws of the State of Florida, as applicable to contracts entered into and to be performed entirely within that State.

12.17 Survival. All representations and warranties contained in this Agreement shall survive the term of the Agreement. The Company acknowledges that certain of the obligations to be performed under this Agreement are to be performed after the Franchise terminates or expires.

12.18 Delegation of Franchising Authority Rights. The Franchising Authority reserves the right to delegate and redelegate, from time to time, any of its rights or obligations under this Agreement to any body, organization or official. Upon any such delegation or redelegation, references to "Franchising Authority" in this Agreement shall refer to the body, organization or official to whom such delegation or redelegation has been made. Any such delegation by the Franchising Authority shall be effective upon written notice by the Franchising Authority to the Company of such delegation. Upon receipt of such notice by the Company, the Company shall be bound by all terms and conditions of the delegation not in conflict with this Agreement. Any such delegation, revocation or redelegation, no matter how often made, shall not be deemed an amendment to this Agreement or require any consent of the Company.

12.19 Liability and Indemnity.

12.19.1 Company. The Company shall be responsible for any liability, including, without limitation, any liability of the Franchising Authority or any Person, including, without limitation, any officer, employee, agent, attorney, consultant and independent contractor of the Franchising Authority, arising out of or in connection with the construction, operation, maintenance, repair, upgrade or removal of the System, any activity or function associated with the production or distribution of any Service over the System, excluding any such activity or function conducted by a Person other than the Company in connection with PEG Access, use of the I-Net or the EAS, or the distribution of any Service over the System. The Company shall, at its own cost and expense, replace, repair, or restore any damaged property to its prior condition and shall pay appropriate compensation in the event of any injury to or death of any individual Person occasioned by any act or failure to act of the Company, or any officer, employee, agent or subcontractor thereof, in connection with the construction, operation, maintenance, repair, upgrade or removal of the System.

12.19.2 Franchising Authority. The Franchising Authority, its officers, employees, agents, attorneys, consultants and independent contractors shall not be liable for any liability of the Company or any other Person, arising out of or in connection with the construction, operation, maintenance, repair, upgrade or removal of, or other action or event with respect to, the System, any activity or function associated with the production or distribution of any Service over the System, or the distribution of any Service over the System.

12.19.3 No Liability for Damages. In addition to all rights granted under Section 635A of the Cable Act (47 U.S.C. § 555a), and except as provided in Sections 12.19.1 and 12.19.5, the Franchising Authority, its officers, employees, agents, attorneys, consultants and independent contractors shall have no liability to the Company or any other Person for any special, incidental, consequential, punitive, or other damages as a result of the exercise of any right of the Franchising Authority pursuant to this Agreement or applicable law.

12.19.4 Indemnification of the Franchising Authority. The Company shall: (i) defend, indemnify, and hold harmless the Franchising Authority, its officers, employees, agents, attorneys, consultants and independent contractors from and against all liabilities, special, incidental, consequential, punitive, and all other damage, cost, and expense (including reasonable attorneys' fees and costs, whether at trial, on appeal or otherwise) arising out of or in connection with: (a) the award of this Franchise; (b) the construction, operation, maintenance, repair, upgrade or removal of, or any other action or event with respect to, the System or any activity or function associated with the production or distribution of any Service over the System excluding any activity or function conducted by a Person other than the Company in connection with PEG Access, use of the I-Net or the EAS or (c) the distribution of any Service over the System; and (ii) cooperate with the Franchising Authority, by providing such nonfinancial assistance as may be requested by the Franchising Authority, in connection with any claim arising out of or in connection with the selection of franchisees for, or the negotiation or award of, this Agreement.

12.19.5 Responsibility of the Franchising Authority. The Franchising Authority shall be responsible for its own acts of willful misconduct or breach of obligation committed by the Franchising Authority for which the Franchising Authority is legally responsible, subject to any and all defenses and limitations of liability provided by law.The Company shall not be required to indemnify the Franchising Authority for acts of the Franchising Authority which constitute willful misconduct on the part of the Franchising Authority, its officials, boards, commissions, agents or employees.This provision does not and shall not be construed as a waiver, relinquishment or abrogation of the statutory limitation of liability of the Franchising Authority or the Franchising Authority's right of sovereign immunity or protection under applicable constitutional or statutory provisions in the State of Florida.

12.20 Claims Under Agreement. The Franchising Authority and the Company, on its behalf, agree that, except to the extent inconsistent with Section 635 of the Cable Act (47 U.S.C. § 555), any and all claims asserted by or against the Franchising Authority arising under this Agreement or related thereto shall be heard and determined either in a court of the United States located in the Middle District of Florida ("Federal Court") or in a court of the State of Florida located in the City of Tampa and County of Hillsborough ("Florida State Court"). To effectuate this Agreement and intent, the Company agrees that if the Franchising Authority initiates any action against the Company in Federal Court or in Florida State Court, service of process may be made on the Company either in person, wherever such Company may be found, or by registered mail addressed to the Company at its office in the Franchise Area as required by this Agreement, or to such other address as the Company may provide to the Franchising Authority in writing.

12.21 Modification. Except as otherwise provided in this Agreement, any Appendix to this Agreement, or applicable law, no provision of this Agreement nor any Appendix to this Agreement, shall be amended or otherwise modified, in whole or in part, except by an instrument, in writing, duly executed by the Franchising Authority and the Company, which amendment shall be authorized on behalf of the Franchising Authority through the adoption of an appropriate resolution or order by the governing body of the Franchising Authority, as required by applicable law.

IN WITNESS WHEREOF, the party of the first part, by its Mayor, thereunto duly authorized by the City Council of said Franchising Authority, has caused the corporate name of said Franchising Authority to be hereunto signed and the corporate seal of said Franchising Authority to be hereunto affixed and the Company, the party of the second part, by its officers thereunto duly authorized, has caused its name to be hereunto signed and its seal to be hereunto affixed as of the date and year first above written.

CITY OF TAMPA, FLORIDA

By

Name: Dick A. Greco

Title: Mayor

(Seal)

Attest:

City Clerk

TIME WARNER ENTERTAINMENT-

ADVANCE/NEWHOUSE PARTNERSHIP

By

Name: Jeff McQuinn

Title: President, Tampa Bay Division

(Seal)

Attest:

[name]

Approved as to Form:

Samuel S. Hamilton

Assistant City Attorney

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For purposes of the Agreement to which this Appendix A is appended, the following terms, phrases, words, and their derivations shall have the meanings set forth herein, unless the context clearly indicates that another meaning is intended.

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