§ 9. Miscellaneous.

(a)

This franchise agreement shall be governed and construed in accordance with the statutes and laws of the State of Florida.

(b)

STI agrees to pay the attorney's fees of the city attorney for work done regarding STI's franchise agreement which payment shall not serve to reduce any amount otherwise owed to the city or state. STI and the city agree that STI shall not be responsible to any of the city attorney's fee with respect to the drafting and enactment of the city's Cable Ordinance, Ordinance No. 02-03, enacting Chapter 71 of the City Code of Ordinances of the City of Winter Garden, Florida.

(c)

In the event that suit shall be brought by either STI or the city, STI and the city agree that venue shall be exclusively vested in the Orange County Circuit Court, or, where otherwise appropriate, exclusively in the United States District Court for the Middle District of Florida.

(d)

Unless otherwise expressly stated herein, notices required hereunder shall be mailed first class, postage prepaid, or sent overnight delivery to the addressees below. Each party may change its designee by providing written notice to the other party.

(1)

Notices to STI shall be mailed to:

Business Development Manager
700 Northwest 107 Avenue, Suite 210
Miami, FL 33172

with copies to:

Philip J. Kantor, Esq.
Duane Morris LLP.
200 S. Biscayne Blvd.
Suite 3400
Miami, FL 33131-2367

(2)

Notices to the City shall be mailed to:

City Manager
251 W. Plant Street
Winter Garden, FL 34787

with copies to:

City Attorney
251 W. Plant Street
Winter Park, Florida 34787

(e)

Unless otherwise indicated, when the performance or doing of any act, duty, matter or payment is required hereunder and a period of time or duration for the completion thereof is prescribed and is fixed herein, the time shall be computed so as to exclude the first and include the last day of the prescribed or fixed period of duration/time.

(f)

In determining whether STI has substantially complied with its franchise, the parties agree that time is of the essence. The maintenance of records and provision of reports in accordance with the franchise agreement is also of the essence to this franchise.

(g)

The captions and headings of this franchise agreement are for convenience and reference purposes only and shall not affect in any way the meaning and interpretation of any provisions of this franchise agreement.