§ 5. Term of franchise.

(A)

Except as otherwise provided herein (including section 13 herein), the franchise and rights herein granted shall take effect and be in force from and after the final passage hereof, as required by law and upon the filing of an acceptance by grantee of all the terms thereof with grantor and shall continue in force and effect for a term of ten years after the effective date of this franchise ordinance with an option to renew for an additional ten years with the prior written approval of the parties.

(B)

However, if in the event the appropriate governmental authorities authorize retail wheeling, then, either party, if adversely affected thereby, may reopen this ordinance upon 30 days' written notice to the other for the sole purpose of addressing franchise fee payments between grantee and grantor. If the parties are unable to agree within 90 days of reopening, either party may declare an impasse and may file an action in the circuit court in Pinellas County, Florida, for declaratory relief as to the proper franchise fee in light of retail wheeling.

(C)

Each party shall bear its own costs, including attorneys' fees, in such a proceeding. During the pendency of any negotiations pursuant to the reopener or any declaratory action arising therefrom, the current franchise payment as set forth in section 6 shall continue to apply. Provided, however, if as a result of such negotiations or any declaratory action arising therefrom a different franchise payment is determined, that new franchise payment shall apply retroactively to the first full month following the date this ordinance is reopened and the parties shall balance their accounts accordingly.

(D)

In the event grantor grants more favorable treatment, as it relates to the franchise fees, to any other provider of retail wheeling than is granted to grantee, those more favorable fee terms shall automatically apply to grantee under this ordinance.