This franchise agreement (this "franchise") is between the City of Century, Florida, (hereinafter referred to as "franchising authority") and TCI Cablevision of Florida, Inc., (hereinafter referred to as "grantee").

The franchising authority, having determined that the financial, legal, and technical ability of the grantee is reasonably sufficient to provide services, facilities, and equipment necessary to meet the future cable-related needs of the community, desires to enter into this franchise agreement with the grantee for the construction and operation of a cable system on the terms set forth herein.

Authorizing BellSouth Telecommunications, Inc., to use the public streets of the Town of Century, Florida for the purpose of erecting, constructing, maintaining and operating lines of telephone and telegraph equipment thereon and thereunder.

Be it ordained by the town council of the Town of Century, Florida that permission be and the same is hereby granted to BellSouth Telecommunications, Inc., (hereinafter referred to as the company), its successors and assigns, to construct, maintain and operate lines of telephone and telegraph equipment, including the necessary poles, conduits, cables, electrical conductors and fiber optics and digital technology fixtures upon, along, under and over the public roads, streets, highways, and rights of way of the Town of Century, Florida as its business may from time to time require, provided that all poles shall be neat and symmetrical.

The work of erecting poles and constructing underground conduits under this ordinance shall be done subject to the supervision of the town, and the company shall replace or properly relay and repair any sidewalk or street that may be displaced by reason of such work, and upon failure of the company so to do, after twenty days notice in writing given by the mayor of the town to the company, the town may repair such portion of the sidewalk or street that may have been disturbed by the company, and collect the cost so incurred from the company.

In consideration of the rights and privileges herein granted, the company shall pay to the town annually a sum equal to one percent of the gross receipts of the company on recurring local service revenues for services provided within the corporate limits of the town by the company, provided that there shall be credited against such sum being paid to the town the amount of all taxes, licenses, fees and other impositions (except ad valorem taxes and amounts for assessments for special benefits, such as sidewalks, street pavings and similar improvements, and occupational license taxes) levied or imposed by the town upon the company and paid during the preceding fiscal year as defined herein. Payment shall be made to the town for each of the years that this ordinance is in effect and shall be based on the receipts of the company for the preceding fiscal year. For the purpose of this payment, such fiscal year shall end on April 30. The first such payment shall be based on the receipts for the fiscal year ending April 30, 1996, shall be made on or before October 31, 1996, and shall be for the permission year April 5, 1996 through April 4, 1997. Subsequent payments will be made on or before October 31 of each year for which the permission is herein granted.

If the town wishes to verify the payments to the town under this ordinance, the company shall permit the town or a designated representative of the town, upon reasonable advance written notice, to review the company's billing and payment records, upon which the payments were based, during normal business hours at the location of the company where such records are maintained. However, no company records may be duplicated or taken from the company's premises, and the town shall maintain the confidentiality of the information disclosed in these records and use the information solely for the purposes of verifying payments by the company. Such company records shall be maintained by the company for the period prescribed by the Federal Communications Commission and/or the Florida Public Service Commission.

The company shall indemnify the town against and assume all liabilities for damages which may arise or accrue to the town for any injury to persons or property from the doing of any work herein authorized, or the neglect of the company or any of its employees to comply with any ordinance regulating the use of the streets of the town, and the acceptance by the company of this ordinance shall be an agreement by it to pay to the town any sum of money for which the town may become liable from or by reason of such injury.

The company shall have the authority to trim trees, shrubs and other growth upon and overhanging public roads, streets, highways, sidewalks, and rights-of-way of the town so as to prevent the branches of such trees and shrubs and other growth from coming in contact with the wires, cables and the fixtures of the company or otherwise interfering with the company's access or use of its facilities. All trimming shall be done under the supervision and direction of and at the expense of the company.

The company shall file with the town clerk its acceptance of this ordinance within 60 days from the date of its final passage.

Nothing in this ordinance shall be construed as a surrender by the town of it right of power to pass ordinances regulating the use of its streets.

The permission granted by this ordinance, if accepted by the company, shall be in force and effect for a term of 30 years from and after April 5, 1996. Its successors or assigns shall, within 30 days after this ordinance shall take effect, file a written acceptance of the ordinance with the clerk of the town.

An ordinance granting to Gulf Power Company, a corporation, its successors and assigns, the right and franchise to maintain and operate an electric plant and an electric transmission and distribution system in the Town of Century and to construct, maintain, operate and extend electric transmission and distribution lines in the streets and public places of said town; and providing the terms and conditions of such grant. BE IT ORDAINED BY THE TOWN COUNCIL OF CENTURY, FLORIDA:

In consideration of the benefits that will accrue to the Town of Century and the inhabitants thereof, Gulf Power Company, a corporation under the laws of the State of Maine, its successors and assigns, hereinafter sometimes referred to as the grantee, is hereby given, granted and vested with the right, authority, easement, privilege and franchise to construct, erect, suspend, install, extend, renew, repair, maintain, operate and conduct in said Town of Century a plant or plants and system for the manufacture, transmission and distribution of electric energy for all purposes whatsoever.

The said grantee, its successors and assigns, is hereby further given, granted and vested with the right, authority, easement, privilege and franchise to construct, erect, suspend, install, extend, renew, repair, maintain, operate and conduct in said Town of Century a system of poles, towers, conduits, cables, conductors, transforming stations, fittings, appliances and appurtenances necessary or desirable to the transmission, distribution or sale of electric energy for all purposes whatsoever in, over, under, along, upon and across all streets, avenues, alleys, ways, bridges and public places in said Town of Century, as they now exist or as they may hereafter be laid out or extended within the present and future limits of said town, together with the further right, privilege and franchise to construct, erect, suspend, install, extend, renew, repair, maintain and operate a system of poles, towers, conduits, cables, wires, conductors, transforming stations, generating stations, fittings and all appliances and appurtenances necessary or desirable to the manufacture and transmission within, unto, through, over and beyond said Town of Century and to the furnishing, supplying and distributing to said town and to the inhabitants and corporations both within and beyond the limits thereof, of electric energy for lighting, heating, power and all other purposes for which electric energy may be used now or hereafter, and for the purpose of extending its lines and furnishing electric energy beyond the limits of said town.

As a further consideration for the granting of the rights, privileges and franchises granted hereby, the grantee, its successors and assigns, shall pay to the said Town within thirty days after the first day of each third calendar month a franchise fee of five percent of grantee's revenue from its sales of electric energy to customers served under all of its rate schedules within the corporate limits of the said town collected during the preceding quarter. Grantee shall have the right to change the franchise fee percentage at the conclusion of the fourteenth year of the franchise.

(Ord. No. 7-94)

The poles, towers, conduits, cables, conductors, transforming stations, generating stations, fittings, appliances and appurtenances shall be so constructed as not to unreasonably interfere with the proper use of the streets, avenues, alleys, ways, bridges and public places in the town and shall be maintained in reasonably good condition and repair.

Whenever the grantee shall cause any opening or alteration to be made in any of the streets, avenues, alleys, ways, bridges or public places of the Town for the purpose of installing, maintaining, operating or repairing any poles, towers, conduits, cables or other appliances, the work shall be completed within a reasonable time and the grantee shall upon the completion of such work restore such portion of the streets, avenues, alleys, ways or other public places to as good condition as it was before the opening or alteration was so made.

The grantee shall hold the town harmless from any and all liability or damages resulting from the negligence of the grantee, in the construction, maintenance or operation of said poles, towers, conduits, wires, cables and other appliances.

The grantee may, from time to time, declare, make and enforce reasonable rules and regulations as conditions for the sale, transmission and distribution by it of electric energy.

In the event the supply of electric energy should be interrupted or fail by reason of accident or any cause beyond the control of the grantee, the grantee shall restore the service within a reasonable time and such interruption shall not constitute a breach of this franchise nor shall the grantee be liable for any loss or damage by reason of such interruption or failure.

The grantee shall install and maintain, free of charge, meters for measuring current, and shall have free access to the premises of the consumer, from time to time, for the purpose of reading, repairing, testing and maintaining the meters and appurtenances. Such meters shall remain the property of the grantee.

The franchise granted us by this ordinance shall exist and continue for a period of 30 years only, and as a condition precedent to the taking effect of this grant, the Town of Century does hereby reserve and the grantee gives and grants to the said municipality, the right at and after the expiration of the said term to purchase the electric plant or other property used under or in connection with the franchise hereby granted or such part of such property as the municipality may desire to purchase at a valuation to be fixed in accordance with the provisions of F.S. § 180.16, and the grantee by its acceptance of this ordinance as provided by section 12 hereof shall be deemed to have granted and given the municipality such right of purchase.

Whenever in this ordinance either the Town of Century or the grantee is named or referred to, it shall be deemed to include the respective successor, successors or assigns of either, and all rights, privileges and obligations herein conferred shall bind and inure to the benefit of such successor, successors or assigns of said town or of the grantee.

The grantee, its successors or assigns shall, within 30 days after this ordinance take effect, file a written acceptance of the ordinance with the clerk of the town.

An ordinance granting to Escambia River Electric Cooperative, a corporation, its successors and assigns, the right and franchise to maintain and operate an electric plant and an electric transmission and distribution system in restricted portions of the Town of Century and to construct, maintain, operate, and extend electric transmission and distribution lines in the streets and public places of restricted portions of said town; and providing the terms and conditions of such grant. BE IT ORDAINED BY THE TOWN COUNCIL OF CENTURY, FLORIDA:

In consideration of the benefits that will accrue to the Town of Century and the inhabitants thereof, Escambia River Electric Cooperative, a corporation under the laws of the State of Florida, its successors and assigns, hereinafter sometimes referred to as the grantee, is hereby given, granted and vested with the right, authority, easement, privilege and franchise to construct, erect, suspend, install, extend, renew, repair, maintain, operate and conduct a system for the transmission and distribution of electric energy only within that geographic area of the town in which the grantee is operating and conducting such a system on the date of adoption of this ordinance.

The said grantee, its successors and assigns, is hereby further given, granted and vested with the right, authority, easement, privilege and franchise to construct, erect, suspend, install, extend, renew, repair, maintain, operate and conduct in said restricted area of the Town of Century a system of poles, towers, conduits, cables, conductors, transforming stations, fittings, appliances and appurtenances necessary or desirable to the transmission, distribution or sale of electric energy for all purposes whatsoever in, over, under, along, upon and cross all streets, avenues, alleys, bridges, and public places in said restricted area of the Town of Century.

As a further consideration for the granting of the rights, privileges and franchises granted hereby, the grantee, its successors and assigns, shall pay to the said town, on a quarterly basis commencing on the first day of the seventh calendar month, a franchise fee of five percent of grantee's revenue from the furnishing of electric service to customers served under all its rate schedules within the corporate limits of the city [town] collected during the three months. Further, the grantor retains the right to review and change the franchise fee percentage at the conclusion of the 13th calendar year only.

(Ord. No. 8-94)

The poles, towers, conduits, cables, conductors, transforming stations, fittings, appliances and appurtenances shall be so constructed as not to unreasonably interfere with the proper use of the streets, avenues, alleys, bridges and public places in that portion of the town in which the grantee is permitted to operate and shall maintain such in a reasonably good condition and state of repair.

Whenever the grantee shall cause any opening or alteration to be made in any of the streets, avenues, alleys, ways, bridges or public places of that portion of the town in which it is permitted to operate for the purpose of installing, maintaining, operating or repairing any poles, towers, conduits, cables or other appliances, the work shall be completed within a reasonable time and the grantee shall, upon the completion of such work, restore such portion of the streets, avenues, alleys, ways or other public places to as good condition as it was before the opening or alteration was so made.

The grantee shall hold the town harmless from any and all liability or damages resulting from the negligence of the grantee, in the construction, maintenance or operation of said poles, towers, conduits, wires, cables, and other appliances.

The grantee may, from time to time, declare, make and enforce reasonable rules and regulations as conditions for the sale, transmission and distribution by it of electric energy.

In the event the supply of electric energy should be interrupted or fail by reason of accident or any cause beyond the control of the grantee, the grantee shall restore the service within a reasonable time and such interruption shall not constitute a breach of this franchise.

The grantee shall install and maintain, free of charge meters for measuring current, and shall have free access to the premises of the consumer, from time to time, for the purpose of reading, repairing, testing and maintaining the meters and appurtenances. Such meters shall remain the property of the grantee.

The franchise granted us by this ordinance shall exist and continue for a period of 29 years only, and as a condition precedent to the taking effect of this grant, the Town of Century does hereby reserve and the grantee gives and grants to the said municipality, the right at and after the expiration of the said term to purchase the electric plant or other property used under or in connection with the franchise hereby granted or such part of such property as the municipality may desire to purchase at a valuation to be fixed in accordance with the provisions of F.S. § 180.16; and the grantee by its acceptance of this ordinance as provided by section 12 hereof shall be deemed to have granted and given the municipality such right of purchase.

Whenever in this ordinance either the Town of Century or the grantee is named or referred to, it shall be deemed to include the respective successor, successors or assigns of either, and all rights, privileges and obligations herein conferred shall bind and inure to the benefit of such successor, successors or assigns of said town or of the grantee.

The grantee, its successors or assigns shall, within 30 days after this ordinance shall take effect, file a written acceptance of the ordinance with the clerk of the town.

1.01.

Bags. Plastic sacks designed to store refuse with sufficient wall strength to maintain physical integrity when lifted by top. Total weight of a bag and its contents shall not exceed 35 lbs.

1.02.

Bulky Waste. Stoves; refrigerators and air conditioning units which are de-energized of chlorofluorocarbons (CFCs); water tanks, washing machines, furniture and other waste materials other than construction debris, dead animals, hazardous waste, stable matter or yard waste with weights or volumes; greater than those allowed for containers.

1.03.

Commercial. and Industrial refuse. All garbage, rubbish, and yard waste generated by a producer at a commercial and industrial unit.

1.04.

Commercial and industrial unit. All premises, locations or entities, public or private, which is not occupied exclusively as a dwelling and which requires refuse collection within the corporate limits of the town other than those units defined herein as residential units or having existing services with a contracted provider. A commercial and industrial unit shall be deemed to be occupied when town water is being supplied thereto.

1.05.

Construction debris. Waste building materials resulting from construction, remodeling, repair or demolition.

1.06.

Container. A receptacle with a capacity of greater than 20 gallons but less than 35 gallons constructed of plastic, metal or fiberglass, having handles of adequate strength for lifting and having a tight fitting lid capable of preventing entrance into the container by vectors. The month of a container shall have a diameter greater than or equal to that of the base. The weight of a Container and its contents shall not exceed 60 lbs.

1.07.

Contract documents. The general specifications, contract, performance bond, resolution of the town authorizing work and services contained herein, and any addenda or changes to the foregoing documents agreed to by the town and the contractor.

1.08.

Contractor. The person, corporation or partnership performing residential refuse and commercial and industrial refuse collection and disposal under contract with the town.

1.09.

Dead animals. Animals or portions thereof equal to or greater than 25 lbs. in weight that have expired from any cause, except those slaughtered or killed for human use or consumption.

1.10.

Disposal site. A refuse depository including but not limited to sanitary landfills, transfer stations, incinerators, and waste processing/separation centers licensed, permitted or approved by all governmental bodies and agencies having jurisdiction and requiring such licenses, permits or approvals to receive refuse and dead animals for processing or final disposal.

1.11.

Garbage. Any and all dead animals of less than 25 lbs. in weight, except those slaughtered for human consumption, every accumulation of waste (animal, vegetable and/or other matter) that results from the preparation, processing, consumption, dealing in, handling, packing, canning, storage, transportation, decay or decomposition of meats, fish, fowl, birds, fruits, grains or other animal or vegetable matter (including, but not by way of limitation, used tin cans and other food containers; and all putrescible or easily decomposable animal or vegetable waste matter which is likely to attract flies or rodents); except (in all cases) any matter included in the definition of bulky waste, construction debris, dead animals, hazardous waste, rubbish, stable matter or yard waste.

1.12.

Hazardous waste. Waste, in any amount, which is defined, characterized or designated as hazardous by the United States Environmental Protection Agency or appropriate state agency by or pursuant to federal or state law, or waste, in any amount, which is regulated under federal or state law. For purposes of this contract, the term hazardous waste shall also include motor oil, gasoline, paint and nonempty paint cans.

1.13.

Producer. An occupant of a residential unit or commercial and industrial unit who generates refuse.

1.14.

Refuse. This term shall refer to residential and commercial and industrial refuse and bulky waste, construction debris, stable matter and yard waste generated at a residential or commercial and industrial unit unless the context otherwise requires.

1.15.

Residential refuse. All garbage, rubbish, bulky waste and containerized yard waste generated by a producer at a residential unit.

1.16.

Residential unit. A dwelling within the corporate limits of the town occupied by a person or group of persons comprising not more than four families. A residential unit shall be deemed occupied when either water or domestic light and power services are being supplied thereto. A condominium dwelling, whether of single or multi-level construction, consisting of four or less contiguous or separate single-family dwelling units, shall be treated as a residential unit, except that each single-family dwelling within any such residential unit shall be billed separately as a residential unit. Additionally, all buildings solely utilized as a place of worship shall be considered as a residential unit for the purposes of this contract.

1.17.

Rubbish. All printed matter, paper, pasteboard, rags, straw, used and discarded mattresses, used and discarded clothing, used and discarded shoes and boots, combustible waste pulp and other products such as are used for packaging, or wrapping crockery and glass, ashes, cinders, floor sweepings, glass, mineral or metallic substances, and any and all other waste materials not included in the definition of bulky waste, construction debris, dead animals, garbage, hazardous waste, stable matter or yard waste. All loose matter must be bagged or containerized for pick up.

1.18.

Stable matter. All manure and other waste matter normally accumulated in or about a stable, or any animal, livestock or poultry enclosure, and resulting from the keeping of animals, poultry or livestock.

1.19.

Town. Town of Century, Florida.

1.20.

Yard Waste. All noncontainerized yard waste resulting from yard maintenance and consisting of dead plants, weeds, leaves, grass clippings, chips, shavings and sawdust or other similar materials except dead trees, tree trimmings, or branches thereof. All loose matter must be suitably packaged for pick up with bags or containers not exceeding the limits set forth herein.

The contractor shall conduct operations under this contract in compliance with all applicable laws in the State of Florida; provided, however, that the general specifications shall govern the obligations of the contractor where there exists conflicting ordinances of the town on the subject. Any change in laws, rules, or regulations directly affecting this operation may constitute a cause for contract renegotiations.

This contract shall take effect upon the issuance of a permit to the contractor by the clerk of the Town of Century, Florida. This permit and this agreement shall authorize the contractor to collect residential refuse and commercial and industrial refuse on a regularly scheduled basis within the areas defined.

Contractor shall not discriminate against any person because of race, sex, age, creed, color, religion, national origin.

Contractor will indemnify and save harmless the town, its officers, agents, servants, and employees from and against any and all suits, actions, legal proceedings, claims, demands, damages, costs, expenses, and attorneys' fees to the extent resulting from a willful or negligent act or omission of the contractor, its officers, agents, servants and employees in the performance of this contract; provided, however, that the contractor shall not be liable for the same arising out of the award of this contract or a willful or negligent act or omission of the town, its officers, agents, servants and employees.

The contractor shall obtain all licenses and permits (other than the license and permit granted by the contract) and promptly pay all taxes required by the town.

The contractor shall at all times during the contract maintain in full force and effect employer's liability. Workmen's compensation, public liability and property damage insurance, including contractual liability coverage for the provisions of section 8.00. All insurance shall be by insurers and for policy limits acceptable to the town and before commencement of work hereunder the contractor agrees to furnish the town certificates of insurance or other evidence satisfactory to the town to the effect that such insurance has been procured and is in force. The certificates shall contain the expressed intent of the following specific obligation:

"This is to certify that the policies of insurance described herein have been issued to the insured for whom this certificate is executed and are in force at this time. In the event of cancellation or material change in a policy affecting the certificate holder, 30 days prior written notice will be given the certificate holder."

For the purpose of the contract, the contractor shall carry the following types of insurance in at least the limits specified below:

To the extent permitted by law, all or any part of any required insurance coverages may be provided under a plan or plans of self-insurance. The coverages may be provided by the contractor's parent corporation.

Coverages whether written on an occurrence or claims-made basis, shall be maintained without interruption during the entire term of the contract. Certificates of insurance acceptable to the town shall be filed with the town clerk prior to the contractor's commencement of services. Renewals of said policies or certificates of insurance shall be delivered to the town clerk at least 30 days prior to expiration of the respective policy term. The lapsing of any such coverages or the failure of the contractor to maintain in effect any and all such coverages during the entire term hereof may be grounds for the town, at its sole option and discretion, to terminate this contract.

Other than by operation of law, no assignment of the contract or any right accruing under this contract shall be made in whole or in part by the contractor without the express written consent of the town, which consent shall not be unreasonably withheld; in the event of an assignment, the assignee shall assume the liability of the contractor.

The contractor shall have the sole and exclusive franchise, license and privilege to provide refuse collection, removal and disposal services from residential units and commercial and industrial units within the corporate limits of the town including commercial and industrial roll-off type collection services. The contractor shall at all times have the right of first refusal to the collection of construction debris, dead animals, excludible bulky waste and yard waste, and hazardous waste.

All town-owned facilities or property within the corporate limits of the town shall be construed as part of the town contract agreed upon by the town and shall receive service according to the terms set forth in this contract, unless otherwise specified or provided for. The following town-owned facilities shall be serviced free of charge by the contractor for the duration of this contract in a manner and frequency determined by the contractor and acceptable to the town:

In case any one or more of the provisions contained in this contract shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this contract and this contract shall be construed as if such invalid, illegal or unenforceable provision had never been contained therein; provided, however, that it is the intention of the parties hereto that in lieu of each term, clause, or provision that is held to be invalid, illegal, or unenforceable, there shall be added as a part of this contract a term, clause or provision as similar in terms to such invalid, illegal or unenforceable term, clause or provision as may be possible and be valid, legal or enforceable.

The town currently owns and operates in its commercial collection service 18 rear-load refuse collection dumpsters with a six cubic yard capacity per dumpster. The contractor shall purchase for cash all such dumpsters at their verified book value of $9,417.42, provided said dumpsters are in proper working condition consistent with their length of service in operational use. The purchase of such equipment shall become effective within one week of the performance date of the contract with the contractor taking possession on the same date. Title to the equipment shall be conveyed in such form and manner as will convey to the contractor all of the town's right, title and interest in and to such equipment, in accordance with the terms of this contract, without warranty or representation whatever other than as to title.

At the time the town operated its regular refuse collection system, it utilized three employees to perform the work contained herein. The contractor is required to offer employment to all of the town's current refuse collection personnel and hire, under the normal terms of employment regularly utilized by the contractor, any current town refuse collection personnel wishing to seek employment with the contractor provided said employees meet all employment criteria of the contractor. Once the contractor offers such employment opportunities, hires any willing town refuse collection personnel, and commences performance of this contract, the contractor shall no longer be encumbered with the requirement of providing employment to any town refuse collection personnel employed by the town either now or in the future.

Appendix A

TOWN OF CENTURY

Dumpster Pricing for commercial and industrial units based on dumpster Size and Collection Frequency

Effective Date: July, 1995

CONTRACT

WHEREAS, the Mayor and Town Council of the Town of Century, Florida, recognize that it is wise and desirable that adequate provisions be made for regular and efficient collection of Residential Refuse and Commercial and Industrial Refuse within the town limits of the Town of Century, Florida, in order that the health of the citizens of the Town be protected and the general welfare of the Town be advanced; and,

WHEREAS, the Contractor has provided the lowest responsible bid to the Town for an exclusive franchise for the collection and disposal of Residential Refuse and Commercial and Industrial Refuse; and,

WHEREAS, the Town hereby grants this exclusive franchise under the authority of the statutes of the State of Florida; and,

WHEREAS, the Town has authorized and directed its officers to bind itself by executing this contract;

NOW, THEREFORE, in consideration of these premises and for other good and valuable consideration, the receipt whereof is hereby acknowledged by each party hereto from the other and in consideration of the premises, agreements, and covenants herein made and set out, the Town and the Contractor promise, agree, and covenant with the other as follows:

1.

The contractor is hereby granted the sole and exclusive franchise, license and privilege within the territorial jurisdiction of the corporate limits of the town, and shall furnish all personnel, labor, equipment, trucks, containers, and all other items necessary to provide residential refuse collection and disposal, and commercial and industrial refuse collection and disposal services, including roll-off type dumpster services, as specified and to perform all of the work called for and described in the contract documents.

2.

The contract documents shall include the following documents, and this contract does hereby expressly incorporate same herein as fully as if set forth verbatim in this contract:

a.

The general specifications.

b.

This instrument.

c.

The performance bond.

d.

The resolution of the town ordering or authorizing the work and services contemplated herein.

e.

Any addends or changes to the foregoing documents agreed to by the parties hereto.

3.

All provisions of the contract documents shall be strictly complied with and conformed to by the contractor, and no amendment to this contract shall be made except upon the written consent of the parties, which consents shall not be unreasonably withheld. No amendment shall be construed to release either party from any obligation of the contract documents except as specifically provided for in such amendment.

4.

This contract is entered into subject to the following conditions:

a.

The contractor shall procure and keep in full force and effect throughout the term of this contract all of the insurance policies and performance bond requirements specified in, and required by, the contract documents as well as all such permits necessary to legally operate within the State of Florida.

b.

Neither the contractor nor the town shall be liable for the failure to perform their duties if such failure is caused by a catastrophe, riot, war, governmental order or regulation, strike, fire, accident, act of God or other similar or different contingency beyond the reasonable control of the contractor.

c.

In the event that any provision or portion thereof of any contract document shall be found to be invalid or unenforceable, then such provision or portion thereof shall be reformed in accordance with the applicable laws. The invalidity or unenforceability of any provision or portion of any contract document shall not affect the validity or enforceability of any other provision or portion of the contract documents but may be cause for one or both parties to request a renegotiation of this contract to correct the provisions in question and their effect upon the overall contract.

IN WITNESS WHEREOF, We the contracting parties, by our duly authorized agents, hereto affix our signatures and seals at Century, Florida, as of this 20th day of June, 1995 A.D.

S E A L of Town Council

Town of Century, Florida

For the purpose of this franchise, the following terms, phrases, words, and abbreviations shall have the meanings ascribed to them below. When not inconsistent with the context, words used in the present tense include the future tense, words in the plural number include the singular number, and words in the singular number include the plural number:

A.

"Basic cable" is the lowest priced tier of service that includes the retransmission of local broadcast television signals.

B.

"Cable Act" collectively means the Cable Communications Policy Act of 1984, and the Cable Television Consumer Protection and Competition Act of 1992, as amended.

C.

"Cable Service" means (i) the one-way transmission to subscribers of video programming or other programming service, and (ii) subscriber interaction, if any, which is required for the selection of such video programming or other programming service.

D.

"Cable System" means a facility, consisting of a set of closed transmission paths and associated signal generation, reception, and control equipment that is designed to provide cable service which includes video programming and which is provided to multiple subscribers within a community, but such term does not include (i) a facility that serves only to retransmit the television signals of one or more television broadcast stations; (ii) a facility that serves only subscribers in one or more multiple unit dwellings under common ownership, control, or management, unless such facility or facilities uses any public right-of-way; (iii) a facility of a common carrier which is subject, in whole or in part, to the provisions of title II of the Cable Act, except that such facility shall be considered a cable system (other than for purposes of § 621(c) of the Cable Act) to the extent such facility is used in the transmission of video programming directly to subscribers; or (iv) any facilities of any electric utility used solely for operating its electric utility systems.

E.

"FCC" means federal communications commission, or successor governmental entity thereto.

F.

"Franchise" shall mean the initial authorization, or renewal thereof, issued by the franchising authority, whether such authorization is designated as a franchise, permit, license, resolution, contract, certificate, or otherwise, which authorizes construction and operation of the cable system.

G.

"Franchising Authority" means the City of Century, Florida, or the lawful successor, transferee, or assignee thereof.

H.

"Grantee" means TCI Cablevision of Florida, Inc., or the lawful successor, transferee, or assignee thereof.

I.

"Gross Revenues" mean any revenue received by the grantee from the operation of the cable system in the service area, provided, however, that such phrase shall not include any fees or taxes which are imposed directly or indirectly on any subscriber thereof by any governmental unit or agency, and which are collected by the grantee on behalf of such governmental unit or agency. In addition, gross revenues shall not include franchise fees.

J.

"Person" means an individual, partnership, association, joint stock company, trust, corporation, or governmental entity.

K.

"Public Way" shall mean the surface of, and the space above and below, any public street, highway, freeway, bridge, land path, alley, court, boulevard, sidewalk, parkway, way, lane, public way, drive, circle, or other public right-of-way, including, but not limited to, public utility easements, dedicated utility strips, or rights-of-way dedicated for compatible uses and any temporary or permanent fixtures or improvements located thereon now or hereafter held by the franchising authority in the service area which shall entitle the franchising authority and the grantee to the use thereof for the purpose of installing, operating, repairing, and maintaining the cable system. Public way shall also mean any easement now or hereafter held by the franchising authority within the service area for the purpose of public travel, or for utility or public service use dedicated for compatible uses, and shall include other easements or rights-of-way as shall within their proper use and meaning entitle the franchising authority and the grantee to the use thereof for the purposes of installing and operating the grantee's cable system over poles, wires, cables, conductors, ducts, conduits, vaults, manholes, amplifiers, appliances, attachments, and other property as may be ordinarily necessary and pertinent to the cable system.

L.

"Service Area" means the present municipal boundaries of the franchising authority, and shall include any additions thereto by annexation or other legal means.

M.

"Subscriber" means a person or user of the cable system who lawfully receives communications and other services therefrom with the grantee's express permission.

The franchising authority hereby grants to the grantee a nonexclusive franchise which authorizes the grantee to construct, operate and maintain a cable system in, along, among, upon, across, above, over, under, or in any manner connected with public ways within the service area and for that purpose to erect, install, construct, repair, replace, reconstruct, maintain, or retain in, on, over, under, upon, across, or along any public way and all extensions thereof and additions thereto, such poles, wires, cables, conductors, ducts, conduits, vaults, manholes, pedestals, amplifiers, appliances, attachments, and other related property or equipment as may be necessary or appurtenant to the cable system.

The franchise granted hereunder shall be for an initial term of 15 years commencing on the effective date of the franchise as set forth below, unless otherwise lawfully terminated in accordance with the terms of this franchise.

All transmission and distribution structures, poles, other lines, and equipment installed or erected by the grantee pursuant to the terms hereof shall be located so as to cause a minimum of interference with the proper use of public ways and with the rights and reasonable convenience of property owners who own property that adjoins any of such public ways.

If during the course of the grantee's construction, operation, or maintenance of the cable system there occurs a disturbance of any public way by the grantee, it shall, at its expense, replace and restore such public way to a condition reasonably comparable to the condition of the public way existing immediately prior to such disturbance.

Upon its receipt of reasonable advance notice, not to be less than five business days, the grantee shall, at its own expense, protect, support, temporarily disconnect, relocate in the public way, or remove from the public way, any property of the grantee when lawfully required by the franchising authority by reason of traffic conditions, public safety, street abandonment, freeway and street construction, change or establishment of street grade, installation of sewers, drains, gas or water pipes, or any other type of structures or improvements by the franchising authority; but, the grantee shall in all cases have the right of abandonment of its property. If public funds are available to any person using such street, easement, or right of way for the purpose of defraying the cost of any of the foregoing, the franchising authority shall make application for such funds on behalf of the grantee.

The grantee shall, on the request of any person holding a building moving permit issued by the franchising authority, temporarily raise or lower its wires to permit the moving of such building, provided:

(a)

The expense of such temporary raising or lowering of wires is paid by said person, including, if required by the grantee, making such payment in advance; and

(b)

The grantee is given not less than ten business days advance written notice to arrange for such temporary wire changes.

The grantee shall have the authority to trim trees or other natural growth overhanging any of its cable system in the service area so as to prevent branches from coming in contact with the grantee's wires, cables, or other equipment. The grantee shall reasonably compensate the franchising authority for any damages caused by such trimming, or shall, in its sole discretion and at its own cost and expense, reasonably replace all trees or shrubs damaged as a result of any construction of the cable system undertaken by the grantee. Such replacement shall satisfy any and all obligations the grantee may have to the franchising authority pursuant to the terms of this section.

Cross reference— Removal of trees and native vegetation, § 86-181 et seq.

Construction, installation, and maintenance of the cable system shall be performed in an orderly and workmanlike manner. All such work shall be performed in substantial accordance with applicable FCC or other federal, state, and local regulations and the National Electric Safety Code. The cable system shall not unreasonably endanger or interfere with the safety of persons or property in the service area.

In those areas of the service area where all of the transmission or distribution facilities of the respective public utilities providing telephone communications and electric services are underground, the grantee likewise shall construct, operate, and maintain all of its transmission and distribution facilities underground; provided that such facilities are actually capable of receiving the grantee's cable and other equipment without technical degradation of the cable system's signal quality. In those areas of the service area where the transmission or distribution facilities of the respective public utilities providing telephone communications, and electric services are both aerial and underground, the grantee shall have the sole discretion to construct, operate, and maintain all of its transmission and distribution facilities, or any part thereof, aerially or underground. Nothing contained in this section shall require the grantee to construct, operate, and maintain underground any ground-mounted appurtenances such as subscriber taps, line extenders, system passive devices (splitters, directional couplers), amplifiers, power supplies, pedestals, or other related equipment. Notwithstanding anything to the contrary contained in this section, in the event that all of the transmission or distribution facilities of the respective public utilities providing telephone communications and electric services are placed underground after the effective date of this franchise, the grantee shall only be required to construct, operate, and maintain all of its transmission and distribution facilities underground if it is given reasonable notice and access to the public utilities' facilities at the time that such are placed underground.

The cable system, as constructed as of the date of the passage and final adoption of this franchise, substantially complies with the material provisions hereof. Whenever the grantee shall receive a request for service from at least ten residences within 1,320 cable-bearing strand feet (one-quarter cable mile) of its trunk or distribution cable, it shall extend its cable system to such subscribers at no cost to said subscribers for cable system extension, other than the usual connection fees for all subscribers; provided that such extension is technically feasible, and if it will not adversely affect the operation, financial condition, or market development of the cable system, or as provided for under section 3.9 of this franchise.

No subscriber shall be refused service arbitrarily. However, for unusual circumstances, such as a subscriber's request to locate his cable drop underground, existence of more than 125 feet of distance from distribution cable to connection of service to subscribers, or a density of less than ten residences per 1,320 cable-bearing strand feet (one-quarter cable mile) of trunk or distribution cable, service may be made available on the basis of a capital contribution in aid of construction, including cost of material, labor, and easements. For the purpose of determining the amount of capital contribution in aid of construction to be borne by the grantee and subscribers in the area in which service may be expanded, the grantee will contribute an amount equal to the construction and other costs per mile, multiplied by a fraction whose numerator equals the actual number of residences per 1,320 cable-bearing strand feet (one-quarter cable mile) of its trunks or distribution cable, and whose denominator equals ten residences. Subscribers who request service hereunder will bear the remainder of the construction and other costs on a pro rata basis. The grantee may require that the payment of the capital contribution in aid of construction borne by such potential subscribers be paid in advance.

The grantee shall, upon request, provide without charge, one outlet of basic service to those franchising authority offices, fire station(s), police station(s), and public school building(s) that are passed by its cable system. The outlets of basic service shall not be used to distribute or sell services in or throughout such buildings, nor shall such outlets be located in areas open to the public. Users of such outlets shall hold the grantee harmless from any and all liability or claims arising out of their use of such outlets, including but not limited to, those arising from copyright liability. The grantee shall not be required to provide an outlet to such buildings where the drop line from the feeder cable to said buildings or premises exceeds or unless the appropriate governmental entity agrees to pay the incremental cost of such drop line in excess of 125 cable feet. If additional outlets of basic service are provided to such buildings, the building owner shall pay the usual installation fees associated therewith, including, but not limited to, labor and materials.

A customer billing payment location will be open at least during normal business hours and will be conveniently located within the city. The grantee will provide toll free telephone line capability, staffed to enable requests for repairs to be received on a 24-hour basis.

A.

The grantee shall pay to the franchising authority a franchise fee equal to five percent of gross revenues (as defined in section 1.1 of this franchise) received by the grantee from the operation of the cable system on a quarterly basis; provided, however, that the grantee may credit against any such payments:

(i)

Any tax, fee, or assessment of any kind imposed by the franchising authority or other governmental entity on a cable operator, or subscriber, or both, solely because of their status as such, and

(ii)

Any tax, fee or assessment of general applicability which is unduly discriminatory against cable operators or Subscribers (including any such tax, fee, or assessment imposed, both on utilities and cable operators and their services). For the purpose of this section, the 12 month period applicable under this franchise for the computation of the franchise fee shall be a calendar year, unless otherwise agreed to in writing by the franchising authority and the grantee. The franchise fee payment shall be due and payable 60 days after the close of the preceding quarterly period. Each payment shall be accompanied by a brief report from a representative of the grantee showing the basis for the computation. In the event that applicable law is amended to reflect a change in the amount of the percentage of its gross revenues the grantee is required to pay to the franchising authority, then both parties agree to negotiate in good faith as to the new percentage to be paid in connection with the payment of franchise fees.

B.

The period of limitation for recovery of any franchise fee payable hereunder shall be three years from the date on which payment by the grantee is due. Unless within three years from and after such payment due date the franchising authority initiates a lawsuit for recovery of such franchise fees in a court of competent jurisdiction, such recovery shall be barred and the franchising authority shall be estopped from asserting any claims whatsoever against the grantee relating to any such alleged deficiencies.

The franchising authority may regulate rates for the provision of Basic cable and equipment as expressly permitted by applicable law.

The franchising authority and the grantee agree that any proceedings undertaken by the franchising authority that relate to the renewal of the grantee's franchise shall be governed by and comply with the provisions of section 626 of the Cable Act, as amended, unless the procedures and substantive protections set forth therein shall be deemed to be preempted and superseded by the provisions of any subsequent provision of federal or state law. In addition to the procedures set forth in said section 626(a) of the Cable Act, the franchising authority agrees to notify the grantee of all of its assessments regarding the identity of future cable-related community needs and interests, as well as, the past performance of the grantee under the then current franchise term. The franchising authority further agrees that such a preliminary assessments shall be provided to the grantee promptly so that the grantee has adequate time to submit a proposal under section 626(b) of the Cable Act and complete renewal of this franchise prior to expiration of its term. Notwithstanding anything to the contrary set forth in this section, the grantee and the franchising authority agree that at any time during the term of the then current franchise, while affording the public appropriate notice and opportunity to comment, the franchising authority and the grantee may agree to undertake and finalize informal negotiations regarding renewal of the then current franchise and the franchising authority may grant a renewal thereof. The grantee and the franchising authority consider the terms set forth in this section to be consistent with the express provisions of section 626 of the Cable Act.

If a renewal or extension of the grantee's franchise is denied or the franchise is lawfully terminated, and the franchising authority either lawfully acquires ownership of the cable system or by its actions lawfully effects a transfer of ownership of the cable system to another party, any such acquisition or transfer shall be at the price determined pursuant to the provisions set forth in section 627 of the Cable Act.

The grantee and the franchising authority agree that in the case of a final determination of a lawful revocation of the franchise, at the grantee's request, which shall be made in its sole discretion, the grantee shall be given a reasonable opportunity to effectuate a transfer of its cable system to a qualified third party. The franchising authority further agrees that during such a period of time, it shall authorize the grantee to continue to operate pursuant to the terms of its prior franchise; however, in no event shall such authorization exceed a period of time greater than six months from the effective date of such revocation. If, at the end of that time, the grantee is unsuccessful in procuring a qualified transferee or assignee of its cable system which is reasonably acceptable to the franchising authority, the grantee and the franchising authority may avail themselves of any rights they may have pursuant to federal or state law; it being further agreed that the grantee's continued operation of its cable system during the six month period shall not be deemed to be a waiver, nor an extinguishment of, any rights of either the franchising authority or the grantee.

The grantee's right, title, or interest in the franchise shall not be sold, transferred, assigned, or otherwise encumbered, other than to an entity controlling, controlled by, or under common control with the grantee, without the prior consent of the franchising authority, such consent not to be unreasonably withheld. No such consent shall be required, however, for a transfer in trust, by mortgage, by other hypothecation, or by assignment of any rights, title, or interest of the grantee in the franchise or cable system in order to secure indebtedness. Within 30 days of receiving the request for transfer, the franchising authority shall, in accordance with FCC rules and regulations, notify the grantee in writing of the information it requires to determine the legal, financial and technical qualifications of the transferee. If the franchising authority has not taken action on the grantee's request for transfer within 120 days after receiving such request, consent by the franchising authority shall be deemed given.

The franchising authority may perform technical tests of the cable system during reasonable times and in a manner which does not unreasonably interfere with the normal business operations of the grantee or the cable system in order to determine whether or not the grantee is in compliance with the terms hereof and applicable state or federal laws. Except in emergency circumstances, such tests may be undertaken only after giving the grantee reasonable notice thereof, not to be less than two business days, and providing a representative of the grantee an opportunity to be present during such tests. In the event that such testing demonstrates that the grantee has substantially failed to comply with a material requirement hereof, the reasonable costs of such tests shall be borne by the grantee. In the event that such testing demonstrates that the grantee has substantially complied with such material provisions hereof, the cost of such testing shall be borne by the franchising authority. Except in emergency circumstances, the franchising authority agrees that such testing shall be undertaken no more than once a year, and that the results thereof shall be made available to the grantee.

The grantee agrees that the franchising authority upon reasonable notice to the grantee may review such of its books and records at the grantee's business office, during normal business hours and on a nondisruptive basis, as is reasonably necessary to ensure compliance with the terms hereof. Such records shall include, but shall not be limited to, any public records required to be kept by the grantee pursuant to the rules and regulations of the FCC. Notwithstanding anything to the contrary set forth herein, the grantee shall not be required to disclose information which it reasonably deems to be proprietary or confidential in nature. The franchising authority agrees to treat any information disclosed by the grantee as confidential and only to disclose it to employees, representatives, and agents thereof that have a need to know, or in order to enforce the provisions hereof. The grantee shall not be required to provide subscriber information in violation of section 631 of the Cable Act.

The grantee shall maintain in full force and effect, at its own cost and expense, during the term of the franchise, comprehensive general liability insurance in the amount of $1,000,000.00 combined single limit for bodily injury, and property damage. The grantee shall provide a certificate of insurance designating the franchising authority as an additional insured. Such insurance shall be noncancellable except upon 30 days prior written notice to the franchising authority.

The grantee agrees to indemnify, save and hold harmless, and defend the franchising authority, its officers, boards and employees, from and against any liability for damages and for any liability or claims resulting from property damage or bodily injury (including accidental death), which arise out of the grantee's construction, operation, or maintenance of its cable system, including, but not limited to, reasonable attorneys' fees and costs, provided that the franchising authority shall give the grantee written notice of its obligation to indemnify the franchising authority within ten days of receipt of a claim or action pursuant to this section. If the franchising authority determines that it is necessary for it to employ separate counsel, the costs for such separate counsel shall be the responsibility of the franchising authority.

In the event that the franchising authority believes that the grantee has not complied with the terms of the franchise, it shall notify the grantee in writing of the exact nature of the alleged noncompliance.

The Grantee shall have 30 days from receipt of the notice described in section 7.1 to:

(a)

Respond to the franchising authority, contesting the assertion of noncompliance, or to

(b)

Cure such default, or

(c)

In the event that, by the nature of default, such default cannot be cured within the 30 day period, initiate reasonable steps to remedy such default and notify the franchising authority of the steps being taken and the projected date that they will be completed.

In the event that the grantee fails to respond to the notice described in section 7.1 pursuant to the procedures set forth in section 7.2, or in the event that the alleged default is not remedied within 30 days or the date projected pursuant to 7.2(c) above, the franchising authority shall schedule a public hearing to investigate the default. Such public hearing shall be held at the next regularly scheduled meeting of the franchising authority which is scheduled at a time which is no less than five business days therefrom. The franchising authority shall notify the grantee in writing of the time and place of such meeting and provide the grantee with an opportunity to be heard.

Subject to applicable federal and state law, in the event the franchising authority, after such public hearing as required by section 7.3, determines that the grantee is in default of any provision of this franchise, the franchising authority may:

A.

Seek specific performance of any provision, which reasonably lends itself to such remedy, as an alternative to damages;

B.

Commence an action at law for monetary damages or seek other equitable relief; or

C.

In the case of a substantial default of a material provision of the franchise, declare the franchise agreement to be revoked in accordance with the following:

The franchising authority shall give written notice to the grantee of its intent to revoke the franchise on the basis of a pattern of noncompliance by the grantee, including one or more instances of substantial noncompliance with a material provision of the franchise. The notice shall set forth the exact nature of the noncompliance. The grantee shall have 90 days from such notice to object in writing and to state its reasons for such objection. In the event the franchising authority has not received a response satisfactory from the grantee, it may then seek termination of the franchise at a public meeting. The franchising authority shall cause to be served upon the grantee, at least ten days prior to such public meeting, a written notice specifying the time and place of such meeting and stating its intent to request such termination.

At the designated meeting, the franchising authority shall give the grantee an opportunity to state its position on the matter, after which it shall determine whether or not the franchise shall be revoked. The grantee may appeal such determination to an appropriate court, which shall have the power to review the decision of the franchising authority de novo and to modify or reverse such decision as justice may require. Such appeal to the appropriate court must be taken within 60 days of the issuance of the determination of the franchising authority.

The franchising authority may, at its sole discretion, take any lawful action which it deems appropriate to enforce the franchising authority's rights under this franchise in lieu of revocation of this franchise.

The grantee shall not be held in default or noncompliance with the provisions of the franchise, nor suffer any enforcement or penalty relating thereto, where such noncompliance or alleged defaults are caused by strikes, acts of God, power outages, or other events reasonably beyond its ability to control.

In any action by the franchising authority or the grantee that is mandated or permitted under the terms hereof, such party shall act in a reasonable, expeditious, and timely manner. Furthermore, in any instance where approval or consent is required under the terms hereof, such approval or consent shall not be unreasonably withheld.

In the event the franchising authority enters into a franchise, permit, license, authorization, or other agreement of any kind with any other person or entity other than the grantee to enter into the franchising authority's streets and public ways for the purpose of constructing or operating a cable system or providing cable service to any part of the service area, the material provisions thereof shall be reasonably comparable to those contained herein, in order that one operator not be granted an unfair competitive advantage over another, and to provide all parties equal protection under the law.

Unless expressly otherwise agreed between the parties, every notice or response required by this franchise to be served upon the franchising authority or the grantee shall be in writing, and shall be deemed to have been duly given to the required party five business days after having been posted in a properly sealed and correctly addressed envelope when hand delivered or sent by certified or registered mail, postage prepaid. The notices or responses to the franchising authority shall be addressed as follows:

City of Century, Florida
7995 North Century Blvd.
Century, FL 32535;

The notices or responses to the grantee shall be addressed as follows:

TCI Cablevision of Florida, Inc.
240 Highway 97 South
Cantonment, FL 32533

With a copy to:

TCI Southeast, Inc.
Attn: Director of Franchising
2204 Lakeshore Drive, Suite 325
Birmingham, Alabama 35209

The franchising authority and the grantee may designate such other address or addresses from time to time by giving notice to the other.

The captions to sections contained herein are intended solely to facilitate the reading thereof. Such captions shall not affect the meaning or interpretation of the text herein.

If any section, sentence, paragraph, term, or provision hereof is determined to be illegal, invalid, or unconstitutional, by any court of competent jurisdiction or by any state or federal regulatory authority having jurisdiction thereof, such determination shall have no effect on the validity of any other section, sentence, paragraph, term or provision hereof, all of which will remain in full force and effect for the term of the franchise, or any renewal or renewals thereof.

a)

The work under this contract shall consist of the items contained in the proposal, including all the supervision, materials, equipment, labor and all other items necessary to complete said work in accordance with the contract documents.

b)

The contractor shall have the right to collect residential refuse from each residential unit within the corporate limits of the Town of Century, Florida. The contractor shall also have the right to collect commercial and industrial refuse from commercial and industrial units within the corporate limits of the Town of Century, Florida.

The work under this contract does not include the collection of any increased volume resulting from a flood, hurricane or similar or different act of God over which the contractor has no control. In the event of such a flood, hurricane or other act or God, the contractor shall not collect any increased yard waste volumes beyond the existing bagged or containerized yard waste limit per unit until the contractor and the town negotiate the payment to be made to the contractor, if the contractor and the town agree that such increased volume is to be handled by the contractor. Further, if the town and the contractor reach such agreement, then the town shall grant the contractor variances in routes and schedules as deemed necessary by the contractor.

(a)

Contractor shall provide curbside collection service for the collection of residential refuse to each residential unit one time per week. Containers and bags shall be placed at curbside by 7:00 a.m. on the designated collection day(s). There shall be a five bag/container limit and a two cubic yard limit on yard trash per unit per collection. Limbs and branches must not be larger than four inches in diameter and six feet in length and shall be bound together with string, containerized, or stacked neatly next to the garbage collection point of each residential unit. With respect to bulky waste, there shall be a requirement that the customer contact the contractor regarding the bulky waste to be disposed of prior to it being collected on the next regularly scheduled service day.

(b)

Contractor shall provide hand pick up curbside collection service for the collection of commercial and industrial refuse to each commercial and industrial unit at least one time per week for commercial and industrial units with volumes of less than two cubic yards per week containers and bags shall be placed at curbside by 7:00 a.m. on the designated collection day(s).

(c)

Contractor shall have the right to actively solicit dumpster business for the collection of commercial and industrial refuse from all commercial and industrial units which generate at least two yards or more of refuse per week and are not otherwise receiving service under existing private contracts, the collection frequency of which shall be determined between the contractor and the producer.

(d)

Contractor shall not be obligated hereunder to collect any hazardous waste. Construction debris, dead animals, stable matter or any excludible bulky waste or yard waste (items exceeding weight length or diameter limits contained herein or not acceptable for disposal at refuse depositories due to material or content). The town shall notify each producer of the foregoing waste restrictions. Contractor may provide, in its sole discretion and upon such terms and conditions as it shall specify, for the special collection from residential or commercial and industrial units of construction debris, stable matter, dead animals and excluded yard waste as the contractor.

(e)

The contractor shall have the right, at its own discretion, to make available to all hand pickup customers the option of renting a 95 gallon cart type container for the collection of residential refuse or commercial and industrial refuse. The contractor shall be responsible for the routine maintenance, due solely to normal wear and tear reasonably attributable to the proper handling and use by customer and collection service personnel, of contractor-provided carts (i.e., wheel replacement or lid replacement). The customer shall be solely responsible for the replacement of severely damaged or stolen carts at the current market price of the containers.

Each container or bag shall be placed at curbside for collection. Curbside refers to that portion of right-of-way adjacent to paved or traveled town roadways. Containers and bags shall be placed as close to the roadway as practicable without interfering with or endangering the movement of vehicles or pedestrians. When construction work is being performed in the right-of-way, containers and bags shall be placed as close as practicable to an access point for the collection vehicle. Contractor may decline to collect any containers and bags not so placed. All yard waste shall be located at the same collection point used for containers and bags for each unit. Commercial dumpsters shall be located in such areas as agreed upon by the contractor and the producer. There shall be only one point of collection per residential or commercial and industrial unit.

Collection of residential refuse shall not start before 7:00 a.m. or continue after 6:00 p.m. on the same day. Exceptions to collection hours shall be effected only upon the mutual agreement of the town and contractor, or when contractor reasonably determines that an exception is necessary in order to complete collection on an existing collection route due to unusual circumstances. Collection of commercial and industrial refuse may take place according to individual agreement if necessary.

Residential unit collection day schedules and collection routes shall be established by the contractor and submitted to the town for their approval, which approval shall not be unreasonably withheld. The contractor may, from time to time, propose to the town for approval changes in days or routes of collection, which approval shall not be unreasonably withheld. Commercial and industrial unit collection days and collection routes shall be established by the contractor at its sole discretion. The contractor shall be responsible for notifying the public of all pertinent collection day and collection route information/changes.

The following shall be holidays for purposes of this contract:

The contractor may decide to observe any or all of the above-mentioned holidays by suspension of collection service on the holiday. Customers whose normal collection day falls on a contractor observed holiday will be served on their next regularly scheduled service day.

The contractor agrees to perform the duties and responsibilities of this agreement in a workman-like manner and provide the quality of service commensurate with the standards of the industry. All complaints pertaining to performance shall be made directly to the contractor who shall satisfactorily respond to any complaints pertaining to performance in a prompt and courteous fashion. In the case of alleged missed scheduled collections, the contractor shall investigate and, if such allegations are verified, shall arrange for the collection of the refuse not collected within 24 hours after the complaint is received. Failure to comply with any terms or conditions of this agreement shall constitute a breach and shall be handled in accordance with section 10.02 of this contract.

The contractor shall provide an adequate number of vehicles for regular collection services. All vehicles and other equipment shall be kept in good repair, appearance, and in a sanitary condition at all times. Each vehicle shall have clearly visible on each side the vehicle number and identity of the contractor. The contractor shall have sufficient reserve equipment available at all times which can be placed into service and operation without undue burden or delay in the routine operations covered by this contract. Reserve equipment shall be maintained in the same condition as stated above. The contractor shall furnish to the town concurrently with the execution of this contract, a list of all vehicles to be used in the performance of the work and shall keep such list current during the terms of this contract. This list will identify the equipment by model, make, and serial number.

The contractor shall maintain an office or such other facilities through which it can be contacted. It shall be equipped with sufficient telephones and shall have a responsible person in charge from 8:00 a.m. to 5:00 p.m. on regular collection days. The contractor shall provide customers with a phone number by which the contractor may be contacted. The current phone numbers of the contractor are (800) 867-8921 and/or (334) 809-0800.

All refuse hauled by the contractor shall be so contained, tied or enclosed that leaking, spilling or blowing is prevented.

All refuse collected for disposal by the contractor shall be hauled to a subtitle-D disposal site. The charge for disposal of refuse collected from each residential and commercial and industrial unit shall be included in the rate(s) set forth herein.

All dealings, contacts, etc., between the contractor and the town shall be directed to the contractor, facility manager and to the town [and] town clerk.

The contractor shall conduct the work and services provided in this contract in such a manner so as to cause minimum interference with the proper and safe use of the streets by the general public.

The contractor agrees to furnish all materials, supplies, equipment, labor and personnel necessary to perform all duties, responsibilities and obligations pursuant to this contract. This contract does not constitute contractor as an agent, legal representative, joint venturer, partner, employee, or servant of the town for any purpose whatsoever. Contractor shall be an independent contractor and in no way authorized to make a contract, agreement, warranty or representation for or on behalf of the town or to create any obligation, express or implied, on behalf of the town.

The contract shall be for a five year period beginning upon the commencement date of this contract. The town reserves the right, through mutual agreement with the contractor, to extend this agreement for additional five year periods beyond the initial term.

Except as otherwise provided herein, if either party breaches any of the material provisions of this contract and fails to cure such breach within a period of 30 days after receiving written notice setting forth a detailed description of such breach from the other party, unless a longer period of time is required to cure such breach and the party breaching shall have failed to commence to cure such breach within said 30 day period and pursue diligently to completion thereof, then the other party may terminate this contract.

(a)

The contractor will be required to furnish a surety bond as security for the performance of this contract. Said surety bond must be in the amount of $100,000.00 for the life of the contract.

(b)

The premium for the bond described above shall be paid by the contractor. A certificate from the surety showing that the bond premiums are paid in full shall accompany the bond.

(c)

The surety on the bond shall be a duly authorized corporate surety company authorized to do business in the state of Florida.

Attorneys in fact who sign performance bonds or contract bonds must file with each bond a certified and effectively dated copy of their power of attorney.

The town's sole remedy for breach of contract under this contract or failure to perform shall be to make demand under the terms of the performance bond.

(a)

For collection and disposal services required to be performed pursuant to section 3.01(a), the charges shall be $7.50 per residential unit, as adjusted in accordance with section 13.02, plus any additional franchise fees assessed by the town in section 13.03.

(b)

For collection and disposal services required to be performed pursuant to sections 3.01(b), the charges shall be $10.50 per commercial and industrial unit with volumes of two yards or less per week, as adjusted in accordance with section 13.02, plus any additional franchise fees assessed by the town in section 13.03.

(c)

For collection and disposal services requested to be performed pursuant to section 3.01(c), the charges shall as agreed upon by the contractor and the producer and shall be adjusted in accordance with section 13.02. Contractor shall provide a listing of charges for dumpster service based on size of dumpster and frequency of pickups per week. (See attached Appendix A.) Contractor shall attach any franchise fees assessed by the town in section 13.03 to the charges set forth herein.

(d)

For special collection and disposal services provided by the contractor pursuant to section 3.01(d), the charges are to be negotiated between the contractor and producer prior to collection and shall include any additional franchise fees assessed by the town in section 13.03. If agreement cannot be reached, the matter may be submitted to the town for determination of a reasonable fee.

(e)

The refuse collection charges provided by section 13.01(a)—(d) shall include all disposal and related costs.

(f)

The rates charged by the contractor for container rental services provided for in section 3.01(e) shall be $3.00 per container per month and shall be adjusted at the sole discretion of the contractor.

The contractor shall have the right to petition the town for a change in the rates to compensate contractor for additional charges incurred by the contractor due to unusual changes in its cost of operations such as increases or decrease in residential units and commercial units, increases or decreases in landfill costs, changes in laws, regulations, or rules which affect the contractor's operations, or for other reasons. Any such petition shall set forth in detail the change and the financial effect thereof on the contractor's operation under this contract. The town council shall not unreasonably withhold its approval of any such petition.

The town shall reserve the right to attach or alter, after a 30 day notice to the contractor, a franchise fee of five percent to the hand pickup rates charged by the contractor for services rendered pursuant to sections 3.01 (a) and (b) and $0.25 per cubic yard to the dumpster rates charged by the contractor for services rendered pursuant to section 3.01(c) and (d) including commercial and industrial roll-off type dumpster services. Such franchise fees are to be paid to the town on a quarterly basis.

Collections for services shall be provided for in the manner specified at the time of or by the type of services provided for in the contract and shall be mutually agreed upon by the contractor and the town.

The contractor shall discontinue residential refuse or commercial and industrial refuse collection service at any residential or commercial and industrial hand pickup unit as set forth in a written notice sent to it by the town. Contractor billing shall continue. Upon further notification by the town, the contractor shall resume residential refuse or commercial and industrial refuse collection on the next regularly scheduled collection day. The contractor may discontinue or reinstate commercial and industrial refuse collection to any commercial and industrial unit after first notifying the town of the contractor's intent and the reasons for such action. The town shall indemnify and hold the contractor harmless from any claims, suits, damages, liabilities or expenses (including but not limited to expenses of investigation and attorneys' fees) resulting from the contractor's discontinuing service at any location at the direction of the town.

With the exception of services rendered pursuant to sections 3.01(c), (d) and (e), which shall be billed by the contractor directly to the producer, the contractor shall bill the town for service rendered pursuant to sections 3.01(a) and (b) within ten days following the end of the month and the town shall pay the contractor on or before the 15th day following the end of such month. Such billing and payment shall be based on the rates and schedules set forth in the contract documents. The contractor shall be entitled to payment for services rendered irrespective of whether or not the town collects from the customer for such service. The contractor shall pay the town any franchise fees due it on a quarterly basis.