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ar er COMMUNICAT ONS

December 21 , 2016

Hon. Kathleen H. Burgess, Secretary NYS Public Service Commission Three Empire State Plaza Albany, NY 12223-1350

RE: Franchise Renewal - Northeast LLC With the Village of Brownville

Dear Secretary Burgess:

We are herewith filing, via email, the following:

1 . R-2 Application for Franchise Renewal, channel Iineup and rates 2. MunicipalResolutiongrantingrenewaldatedApril21,2016 3. FullyexecutedcopyofFranchiseRenewalAgreementdatedNovember7,2016 4. Copy of Iatest annual test data compiled for this part of the Division's CATV System at PSC 5. Published Iegal notices

We hereby request approval by the Commission of this application pursuant to Section 222 of the Public Service Law.

Sincerely,

Alice J. Kim Director, Government Affairs

Enclosures cc: Honorable Patrick Connor, Mayor (w/copy of Encs.)

6005 Fair Lakes Road East Syracuse, NY 13057 STATE OF PUBLIC SERVICE COMMISSION

In the matter of application of TIME WARNER CABLE NORTHEAST LLC for renewal of its Certificate of Confirmation and Cable Franchise in the VILLAGE OF BROWNVILLE, County of Jefferson, New York.

The exact legal name of the applicant is Time Warner Cable Northeast LLC.

The applicant does business under the name Time Warner Cable.

Applicant's telephone number is:

Time Warner Cable (Syracuse Of'fice) 6005 Fair Lakes Road Syracuse, NY 13057 (315) 634-6170

4. & 5. The applicant serves the following municipalities from the same headend or from a different headend in the same or adjacent counties; the number of video subscribers in each of the comrnunities as of April 18, 2016 are:

Franchise Name Subscribers Franchise Name Subscribers Adams, Town of 574 Herrings, Village of 21 Adams, Village of 409 Hounsfield, Town of 351 Alexandria, Town of 216 Hounsfield, Town of 78 Antwerp, Town of 6 Le Ray, Town of 1025 Antwerp, Village of 175 Le Ray, Town of 142 Black River, Villaqe of 363 Lorraine, Town of 87 Brownville, Town of 647 Lyme, Town of 364 Brownville, Town of 258 Marinsville, Village of 96 Brownville, Villaqe of 275 Orleans, Town of 441 Cape Vincent, Town of 648 Orleans, Town of 314 Cape Vincent, Village of 313 Pamelia, Town of 812 Carthage, Village of (East) 780 , Town of 104 Champion, Town of 404 Philadelphia, Village of 298 Chaumont, Villageof ' 157 Rodman, Town of 55 Clayton, Town of 806 Rutland, Town of 383 Clayton, Village of 662 Sackets Harbor, Village of 488 Deferiet, Villaqe of 75 Theresa, Town of 75 Dexter, Village of 258 Theresa, Villaqe of 211 12/2 l/20 16 6. The following signals are regularly carried by the CISIY (Jefferson/Lewis CLU) cable system: (see attached channel card).

7. The Applicant does provide channel capacity for local origination. During the past twelve (12) months, the Applicant has provided approximately 4,160 hours of locally originated programrrung of all types including PEG access.

8. The current monthly rates for service in the Village of Brownville system are: (see attached).

9. During the past twelve (12) months, the applicant has placed the following miles of new plant in operation in the following municipalities:

Franchise Name Mileage Adams, Town of 0.18 Adams, Village of 0.12 Alexandria, Town of 0.31 Antwerp, Town of o.oo Antwerp, Village of 0.00 Black River, Village of 0.19 Brownville, Town of 0.54 Brownville, Vfflage of 0.00 Cape Vincent, Town of 0.32 Cape Vincent, Village of 0.00 East Carthage, Village of 0.04 Champion, Town of 0.03 Chaumont, Village of 0.09 Clayton, Town of 0.02 Clayton, Village of 0.13 Deferiet, Village of o.oo Dexter, Village of 0.00 Ellisburg, Town of 0.00 Ellisburg, Village of o.oo Evans Mills, Village of 0.04 Glen Park, Village of 0.00 Henderson, Town of o.oo

12/21/2016 Herrings, Village of 0.00 Houndsfield, Town of 0.00 LeRay, Town of 0.84 Lorraine, Town of 0.00 Lyrne, Town of 0.00 Mannsville, Village of 0.00 Orleans, Town of 0.00 Pamelia, Town of 0.08 Philadelphia, Town of 0.00 Philadelphia, Village of 0.00 Rodman, Town of 0.04 Rutland, Town of 0.00 Sackets Harbor, Village of 0.02 Theresa, Town of 0.00 Theresa, Village of 0.00 Watertown, City of 0.85 Watertown, Town of 0.50 West Carthage, Village of 0.04 Wilna, Town of o.oo

10. The company has previously submitted to the New York State Public Service Commission its technical plan to rebuild the system to 750 MHZ which was completed by end of 2000.

11. (A) The Applicant has previously filed with the New York State Public Service Commission its current Statement of Assessment pursuant to Section 817 of the Executive Law.

(B) The Applicant previously filed with the New York State Public Service Comrnission its current Annual Financial Report.

12. State and describe below any significant achievements and/or improvements that took place with respect to system operation during the past twelve (12) months.

13. No event or change has occurred during the past twelve (12) months which has had, or could have, a significant impact upon Applicant's ability to provide cable television servtces.

12/2 l/20 16 3 WHEREFORE, the Applicant, Time Warner Cable, requests that the New York State Public Service Coim'nission grant this application and approve renewal of the Village of Brownville Certificate of Confirmation and Franchise Renewal Agreement.

Dated: 12/21/16

By: Alice J. Kim Director, Govermnent Affairs Time Warner Cable

12/21/2016 4 3;rl Spectrum TWCTV@ChannelLineup

Watch live TV & On Demand shows anywhere on multiple devices. Notei Programmuig is sublect tc availability nq 7our atea and the video pac[age to whicli you subsctibe Yori riave accesb to On Dernand t-ontent The free TWC TVo app is a benefit of being a TV customer.

A&EA CCTV4 Southwest Jewelry TV AAN (Americaas Auction Network) CCTV News Disney Family Movies ' Fox Sports West Jewish Life TV ABC Centric Disney Junior JuStiCe Network ABP News CentroAmerica TV Disney XD Freeform Kabillion " Africa Channel CIR Disney XD Esparol Fuse La Familia Cosmovision AMCA Chiller DIY ' FXA Laff TV Amencan Heroes Channel ' CCTV EIA FXM ' Latele Novelas (Olympusat) Anime Network " CINE Latino Ecuavisa Internacional FXXA Life OK Animal Planet ' Cine Mexicano (Olympusat) El Rey ' FYIA Lifetime ' Antena 3 Intemacional Galavision ' Lifetime Movie Network (LMN) ' Antenna TV Cinemax 5 Star Max ' Gem Shopping Network Lifetime Real Women (LRW) APT Cinemax Action MAX epix2 ' Get TV Liquidahon Channel Arabic TV Cinemax MAX Latino epix Hits ' GMA DWLS Radio Live Well Aspire Cinemax More MAX epix DRIVE-IN ' GMA DZBB Radio LOGO ' AYM Sports Cinemax MovieMAX ESPN GMA Life TV Azteca Amenca Cinemax OuterMAX ESPN 2 GMA Pinoy TV MavTV BabyFirst Cinemax Thriller MAX ESPN Classic Gol TV MBC D BBC America ' (Cbeebies") CLOO ESPN Goal Line/Buzzer Beater MC: 01 - Hit ListMC: 01- Hit List ' BBC World News CMTA ESPNews GreatAmerican Country MC. 03 - Music Choice university (MCU) ' belN Sports ' CMT Music ESPNLI GRIT MC: 04 - Dance/Electronica ' belN Sports en Espanol ' CNBC Esquire ' GSN' MCO5-Rap' BETA CNBC World Estrella Hallmark ' MC: 06 - Hip-Hop Classics ' CNN estudio5 Hallmark Movies & Mysteries MC: 07 - Throwback Jamz ' Bloomberg TV CNN Esparol EWTN Global Catholic Network (EWTN) HBO MC: 08 - R&B Classics ' Blue Highways TV CNN Internahonal EWTN Esparol HBO2 MC. 09 - R&B Soul ' Boomerang Comedy Central ' Exercise Sportskool ' HBO Comedy MC: 0 - Gospel ' Boomerang en Espanol Cooking Channel ' FamilyNet HBO Family MC: 1- Reggae ' Bounce TV Cozi TV Filmy HBO Latino MC: 2 - Classc Rock ' Bravo Create FLIX HBO Signature MC: 3 - Retro Rock ' byutv Crime & lnvestigation Network ' Food Network ' HBO Zone MC 4 - Rock ' CIR CSPAN FOXA here:' MC: 5-Metal' Canal 22 CSPAN2 Fox Business HGTVA MC' 6-Alternahve' Canal 24 Horas CSPAN3 Fox College Sports Atlantic (FCS) Histoiy ' MC: 7 - Classic Alternative ' Canal de Tejas CTV Fox College Sports Central (FCS) History en Espariol MC: 8-AdultAlternative' Canal Once CW Fox College Sporks Pacific (FCS) HITN Hispanic MC: 9 - Soft Rock ' Canal Sur CW Plus ' HLN (Headline News) MC: 20 - Pop Hits ' Caracol International [)aystar TV Fox Life HSN MC: 21 - '90s ' Cartoon Network Destination America ' Fox News IFC A MC: 22 - '80s ' Cartoon Network en Espariol Amerika Plus lndiePlex MC' 23 - 70s ' Cartoon Network Mexco Discovery ' ' Infinito MC: 24 - Solid Gold Oldies ' CBC Discovery en Espariol ' Fox SporLi2 INSP MC: 25 - Party Favorites ' CBS Discovery Family ' Fox Sports Carolina lnvestigation Discovery ' MC' 26 - Sage & Screen ' CBS Sports Discovery Familia ' Fox Sports Midwest ION MC. 27 - Kidz Only: ' CBTV (Mexico Michocanos) Discovery Life ' Fox Sports Prime ncket (LA) lTVGold MC: 28 - Toddler Tunes '

UodatedNovember20To 3;rl Spectrum TWCTVChannelLineup

NOle: R'og +al nming IS bubleCl 10 aV31la51llly 111 iOul aTea and ll'i@ '#ldeO paC[age 10 whicli l/011 Sll5SCn5e YOu naVe 3CLeSb t0 0n Demand COlllell1 Watch live TV & On Demand shows anywhere on multiple devices. llvriuclh mns nclwrxks to which rrilJ subscrihc wlicri usinq TWC TV ui 7rlul linrnc The free TWC TVo' app is a benefit of being a TV customer. PlilllfW)U- liierixriibil lSdidllslilp 8old lype - hc IIIWI)Tk IS JlAallJUIJ ' - On Dem.intl conii'ni ala.o .ivailaaii- .*41llallll0lnyJWCTVlnyllUTlllllill4 aul:nlxulvuurliiimt

MC: 29 - Today's Country ' NBC Sports Network SEC Network TeleF6rmula Chanriel 'nNC News NY1 MC: 30 - True Country ' NBC Sports Premier League Extra nme SET -Asia Internabonal Telemicro Channel TWC News NYI Noticias MC: 31- Classic Country ' NBC Llniverso SHOPHQ TWC News Raleigh (NC) MC: 32 - Contemporary Chnstian ' NDTV24x7 Shomime ' TWC News Rochester3N Y) MC: 33 - Sounds of the Season ' NESN (National) SHO 2A The Africa Channel TWC News San Antonio ITX) MC' 34 - Soundscapes ' NFL Network SHO Beyond ' The Filipino Channel (TFC) TWC News Southern Tier (NY) MC: 35 - Smooth Jazz ' NFL Red Zone SHO Extreme ' The lsraeli Network TWC News Waco ITX) MC: 36 - Jazz ' NHL Network Showtime Family Zone ' TWC News Weather Radar MC: 37 - Blues ' Nick Jr ' SHO Next ' The Movie Channel Xtra TWC News Wilmington (NC) MC: 38 - Singers & Swing ' Nick ' (Nick Mom' & Nick at Nite') Shomime Showcase ' TWC SportsNet MC: 39 - Easy Listening ' Nicktoons SHO Women ' The Word Network TWC SportsNet LA MC: 40 - Classical Masterpieces ' NuvoTV Smithsonian ' Thirteen uniMas ' MC: 41 - Light Classical ' NYC TV Life SNY This TV universal HD MC: 42 - Musica Urbana ' Sorpresa TLC ' ' MC: 43 - Pop Latino ' Ovation Spike TV ' TNT univision Deportes ' MC: 44 - Tropicales ' OWNA Sportskool ' Travel Channel ' univision tlnovelas MC: 45 - Mexicana ' Oxygen TruTV UP MC 46 - Romances ' Pac-12: Arizona SportSouth TV10/55 USA MeTV Pac-12: Bay Area Sprout ' TVAsia Utilisima MGM Pac-12: Los Angeles Star India Gold TV Chile Olympusat UTV Movies Military History Channel Pac-12: Mountain Star India Plus TV Dominicana Velocity ' MLB Network Pac-12: National ' TVJapan Venemovies MLB Strike Zone Pac-12: Oregon STARZ Cinema ' TV Land ' VHI' Mnet Pac-12: Washington STARZ Comedy ' TVOne VHI Classic ' MoviePlex PBS STARZ Edge ' TV Venezuela Viceland ' MSG PBS Kids 13 ' TV5 Monde Etats unis Video Rola MSG+ Phoenix North Amerca Satellite TV STARZ Encore Action ' TVBI Viendo Movies MSNBC PIXII STARZ Encore Black ' TVB2 Vme MTV' Pivot STARZ Encore Classic ' TVBE WAPA America MTV2 ' Pop ' STARZ Encore Espa?ol ' TVBS WE tV A MTVHits QVC STARZ Encore Family ' TVE Internacional Weather Plus (Kansas City) MTVJams QVC Plus STARZ Encore Suspense ' TVG Network (TV Games) WGN America MTV Live ' RAI Italia STARZ Encore Westerns ' TWC Deportes W:llOW Cricket MTVTr3s' RCN Nuestra Tele STARZ in Black ' TWC Local Game WMB C MTV llniversity Reelz STARZ Kids & Family ' TWC News Antelope Valley (CA) Word Network Multimedios TV RetroPlex Sundance ' TWC News Austin ITX) Wo rl d MundoMax ' Retro TV SuperCanal Caribe TWC News Buffalo (N Y) My Family TV Revolt 'n/ ' Sur Peru Channel TWC News Capital RegiOn (NY) YES MyTV RFD TV Swagat TV TWC News Central NY yootoo NASA TV Rise Syfy TWC News Charlotte (NC) Zee TV National Geographic ' RLTV TBN TWC News Greensboro (NC) Nat Geo Kids " RNN TBN Enlace TWC News Hudson Valley INY) Nat Geo Wild ' RnV (Russian Language TV) TBS TWC News Jamestown (N Y) NBATV SBTN TCM TWC News Local Traffic NBC Science Channel ' Teen Nick ' TWC News North Country (N Y)

uodmedNovember20l6 By iubscnbing io fheie iervicei customer agrect to be bound by }lie feimi ot (WC s Subscnber Agrecment which can ba found J help fwcable com}policies html Time Warncr Cable leaiei Ior $2 50 pe+ month per C.ibleCARD Ior uie in Cuttomer owned +ctaj CableCARD Compahble devices Our leated Set Top Boxei alto indude eithera CableCAR D or integrated secunty intide flie device Our leaxe rate ftr Set {op Boxet ihat contain a CableCARD indudes a $2 50 mpuIed cFatge IOT IFe Ca51eCARD 11 '10u leaxe Fl Ca51eCARD in ffieu )I KuCM a Sei TOp BOx we n0w OljeT a p+otpective mon+hly ttanoaro leaxe ratei ol Set Top Boxei and CableCARDi Pleatecontact rega+ding thix creditthe twc com{CableCARl) FOT CugiOme+{ TeCCIVlng Se+VICe fhiougli COmme+Clal aCcounl{ OT bulk at+angemenIi KOme p+tJUCl{ pTIClng and OIher ln+ormaiion con(ained lieiein may not applV Pleate reler io the te+mt and conditlonx of ihe xeparate agreement Where in ihe Service Rates the termi and conditions of fhe iepa+ateagrecment will apply Some reitnctions apply Staiier TV ieivice must be purchased to iubicnbe to any other opiional video servce or iier Adams, Antwerp, ieivices Prcing programming and packaQing subect to change withoutnotce Servce prices shown are monthly and do Black River, Brownville, Cape Vincent, Castorland. not indude tales tax initallation +ees +ranchite feei and FCC uxer Ieet Not all equipment supports all iervicet All tervicet Chaumont. Clayton, Copenhagen. Croghan, Deferiet, Dexter, may nOt be available in all areai Subect to change without notice Addihonal charges apply +or inxtallaiion equipment Evans Mills, Ft. Drum, Glen Park, Henderson. Hounsfield, Lowville. iurchafget applicablc taxes and fees (D20l6 l ime Wamer Cable Enterpntes LLC all rights rexerved }ime Warner Cable and tliO eyeleai logo are frademarki of Time Wamer lnc used under llcense All oihar trademarks are propariy o+ fhen- Mannsville, Orleans. Pamelia. Rutland. Sackets Harbor. Theresa, +eipective owners WBtertown

For TWC store locations, please visit twc.com/stores TVSERVICESANDPACKAGES StarkerTV' 1200 Adams. Antwerp. Black River. Brownville, Cape Vincent. Castorland, Copenhagen, Croghan. DeferieL Evans llls. Ft Drum. Lowville. Mannsville. Sackets Harbor. TownotWater}own $ 800 EssentialTV" $ $ 4999 StandardTV $ $ 8599859'l PrefenedTV S s 9599gsgg $ 100010 00 HDPass S 595 $ 595 TWC Sports Pass $ 10001000 TWC Movie Pass S 10 00 $ 1000 TV en Espanol s ggsgg= Family Choice' $ 1299T29'i BroadcastTVSurcharqe S 375375 Sports Programming Surcharge $ 50050C Subicnp(ion to Staiter TV is requned lO+ all TV Packages Cannot becombined wifh any other tieri Reitncted to S+andard De'inition non DVR equipn-entonly Othei reifncnont applv Family Choice cannoi be combincd with any ofher videoS programming Family Choice not availablc in all areat

PREMIUM SERVICES HBO' $ T699 ShOWtime' $ 1599 TheMovieChannel= $ 1599 STARZa $ 1599 Cinemaxa $ 1599 EPIX' $ ggg Encore Pass s 699

ADULT PREMIUM SERVICES PlayboyTV I6 95 Penthouse 12 95 Hustler 12 95 VIVID 12 gs TEN 12 95 REAL 12 95 Manhandle 12 95 Aduli 3-Pack 24 95

Time Warner 1-800-TWCABLE For our Iatest special offers and promotions, Cableo twc.com please visit twc.com 6034-RC-NE-0616 01 40 (401. 405. 407. 410 434 437, a:ig 441 442, 451-453, 460 464, 466 469, 471, 472 475 477 479-484) INTERNATIONAL PREMIUMS EQUIPMENT&EXTRAS Arabc S 1175 ART 12 gg (nicluJesSelTnp".iui-irnlR+ mrilp) Cantonese DVRServiceFee.'ietiVRt 12 99 39 gg Enhanced DVR (pei nt.'rlf is gg Filipino Whole House DVR or Enhanced Whole House DVR Service(pr'i bVl lrM 19 99 TheGuide 325 $ 24992499 CableCARD(e.ii-m 250 French DigitalAdapterandRemote 325 $ 995 Internef Modem Lease 10 00 German $ 9.99 Hind INSTALLATION $ 1999 $ 2499 lnkernet lnstallahon pllonelnstallation 39 99 AdditionalOutlekakTimeoTlnstallakion IAIH DVR lnstallahon S 699969 99 HomeWiFilnsfallahon ltalian EasyConnectRescueFee ggs EasyConnectSliippingCharge Japanese Tnp Charqeo (TV lAr!A-11 $ 249924 99 Cuskom Work Hourly Service Cliarge Mandarin ' Applcable when adding and{or relocahng outlet tranxfemng reconneCtlng upgtadlng and}oi downg+ading iervices and pcking up equipment Applicable i+ techncian deiermines tha( the problcm 11 not ralated fo Time Wamcr Cable s seivce OT $ 1999ig gg equipment Thit charge may ba walved if }he cuxiomer subtcnbet to thc Time Wamer Cable Seivicc %iecbon Plan Polish $ 1999ig gg Russian OTHERSERVICECHARGES $ 1499 AddressableChangeofServiceFee $ 2.00 s 2599 Call-Log Copy ![ 500 Vietnamese Deposit Fee $5010000 S3TN6JVBV) $ 1999 Field Collection $ 2500 Late Fee $ 850 Re}rimedPaymentFee $ 2000 SEASONAL SPORTS SERVICES Service Restore Fee $ 600 ESPN Full Court. ESPN GamePlan. M LB Extralnnings. M LS Direct KICk, SkatementCopy $ 500 NBALeaguePass.NHLCenterlce Varies Telephone Achvation/TransTer Fee $ 2500 TelephoneNumberChangeFee $ 2500 ON DEMAND & PAY-PER-VIEW OnDemand Varies UNRETURNED/LOST/DAMAGED EQUIPMENT CableCARD s 3200 Vanes EnhancedDVRSet-TopBox S 302.00 Disney On Demand 399 Fiber Modem $ 47F300 Disney Fanuly Movies On Demand 499 Gigabit Router E. 18400 HereTVOnDemand 799 HDDigitalAdapter $ 5400 TooMuchForTVOnDemand 14 99 HD-DVR Set-Top Box $ 27600 HDSet-TopBox $ 15700 IntelligentHomeCloudSeiver $ 13500 NTERNET IntelligentHome Touchscreen $ 33600 Evenday Low Pnce $ 1499 IP Set-Top Box $ 9500 Basic $ 4999 Modem $ 4500 Standard $ 5999 Phone Adapter $ 4300 Turbo Upgrade' $ 1000 Phone Modem $ mO0 ExtremeUpgrade' $ 2000 TuningAdap+er $ 17000 Ulhmate Upgrade' $ 5000 WiFi Extender $ 6800 HomeWiFi !! 499 WiFi Modem $ 10000 ' Turbo. Extreme or Llltimate Upgrade can be added to Standard WiFi Phone Modem $ n800 WiFi Rouker $ 2700 PHONE JJ(:PhoneUnlimited $ 4499 InternaIional OnePllce 'Plan" (:li l[llll(il ial! $ 19.99 GlObalPennyPh0nePlan{adllllllThlll{11 $ 295 Voicemail Service (pig+ (il IIAI( l ii ltlll)l ii $ 395 aSubscrlpilon to TWC Phone with TV and/or Intemet ii required STATE OF NEW YORK Village of Brownville County of Jefferson

In the Matter of the Renewal of the Cable Television Franchise Held by TIME WARNER CABLE NORTHEAST LLC in the Village of Brownvile, Jefferson County,

RESOLU%]!ON

An application lias been duly made to the Board of the Village of Brownville, County of Jefferson, New York, by TIME WARNER CABLE NORTHEAST LLC (Time Warner'5), a partnership organized under the laws of the State of New York doing business at 2604 Seneca Avenue, Niagara Falls, NY 4305, and ltolder of a cable television franchise in the Village of Brownville for the approval of an agreement to renew Time Warner's cable television franchise for an additiona fifteen (15) years. The Franchise Renewal Agreement would bring the franchise into conformity with ceitain provisions of the Federal Cabe Communications Police Act of 1984, as amended, and certain court rulings.

A public hearing was held in tl'ie Village of Brownville on April 12, 2016 at 7:00 P.M. and notice of the hearing was published in the Watertown Daily Times March 24, 2016 thru April 6, 2016.

NOW, THEREFORE, the Board of the Village of Brownville finds that:

1. Time Warner has substantially complied with the material terms and conditions of its existing franchise and with applicable law; and

2. Tiie equaiity of the Time Warner service, including signal quality, response to customer complaints and billing practices has been in light of community needs; and

3. Time Warner has the financial, legal and technical ability to provide these services, facilities and equipment as set forth in its proposal attached; and

4. Time Warner can reasonably meet the future cable-related community needs and interests, taking into account tl':ie cost of meeting such needs and interests. BE IT FURTHER RESOLVF,D that the Board of the Village of Brownville hereby renews tlie cable television firancliise of Time Warner in the Village of Brownvile for fifteen (15) years cornmencing on tlie date of approval by the Public Service commission.

BE IT FURTHER RESOLVED that the Board of the Vilage of Brownville hereby confirrns that this Franchise Renewal Agreement replaces the original franchise last amended on 03/30/07.

The foregoing having received a yea/nay vote was thereby declared adopted.

Dated: April21, 2016

Village of Brownville Clerk VILLAGE OF BROWNVILLE - FRANCHISE AGREEMENT MARCH 3, 2016

FRANCHISE AGREEMENT

TO PROVIDE CABLE TELEVISION SERVICES

Between

Village of Brownville, New York

AND

Time Wainer Cable Noitheast LLC d/b/a Tiine Warner Cable FRANCHISE AGREEMENT

THIS FRANCHISE AGREEMENT (this "Agreement) is made and entered as of

and existing in good standing under the laws of Delaware ("Grantee

WHEREAS, the Grantee has applied under tlie provisions of Federal law to Grantor for a renewal of its franchise granting it the right to construct and operate a cable television system and provide cable service; and

WHEREAS, tbe Company is providing such service pursuant to a franchise dated May 9, 2006, arid has substantially compied with tlie material terms of the franchise and applicable law; and

WHEREAS, the technical ability, financia condition and character of the Grantee and Grantee's plans for constructing and operating the cable system were considered and found adequate and feasible and approved by Grantor at a full public proceeding affording due process; and

WHEREAS, this proposed Francl'iise Agreement complies uiith the standards of the New York State Public Service Commission (NYPSC); and

WHEREAS, the franchise gtanted herein is non-exclusive,

NOW, THEREFORE, in consideration of tlie mutual conditions and covenants contained herein:

IT IS MUTUALLY AGREED AS FOLLOWS:

SECTION 1. SHORT TITLE

This Frmichise Agreement shall become known and may be cited as the Village of BrownvilIe/Time Warner Cable Francliise Agreement.

SECTION 2. DEFINITIONS.

For the purpose of this Agreement, the following terms, phrases, words, and their derivations shall have the meanings given herein. Wben not inconsistent with the context, words used in the present tense include tbe future tense, words in the plural number include the singular mu'nber, and words in the singular number include the plural number. All capitalized terms used in tlie definition of any otber term shall have their meaning as otlierwise defined in this Section 2. The words "shall" and will are mandatory and "may" is permissive. Words not defined shall be given tlieir coimnon and ordinary meamng.

2 2.1 "CableAct"meanstheCableCommunicationsPolicyActofl984,Pub.L.No.98-549, 98 Stat. 2779 (1984) (codified at 47 U.S.C. § § 521-611) as amended by the Cable Television Consumer Protection and Competition Act of 1992, Pub. L. No. 102-385,106 Stat. 1460 (1992) and the Telecommunications Act of 1996, Pub. Law No. 104-104, 110 Stat. 56 (1996), as may be further amended.

2.2 "Cable Service" shau have the meaning provided under Section 602(6) of the Cable Act (47 U.S.C. §522(6) as may be amended.

2.3 "Cable Sysiem" or ' shau have the meaning provided under Section 602(7) (47 U.S.C. §522(7) as may be amended.

2.4 "Channel" means a poition of the electromagnetic frequency spectrum or any other means of transmission (including, without limitation, optical fibers or any other means now available or that may become available) which is used in a cable television system and is capable of delivering a television channel as television channel is defu'ied by FCC regulation.

2.5 "Effective Date" has the meaning given to it in Section 3.4 of this Agreement. 2.6 "FCC" means the Federal Coini'nunications Cornrnission, its designee, or any successor thereto.

2.7 "Franchise Area" means the territorial area of the Village of Brownville. Such area shau include au areas annexed by the Village of Brownville. For puiposes of this Agreement, annexations shau be effective upon sixty (60) days notice 'Jrom the Grantor to Grantee, including a list of affected addresses. If Grantee is operating a cable system in an aru'iexed area immediately prior to the date of annexation under the terms of another franchise, Grantee may, at its option, continue to operate under the terins of such other franchise until any date up to the expiration of said franchise at which time Grantee will operate its system in the annexed area under the teri'ns of this Franchise.

2.8 "Grantee" means Time Warner Cable Noitheast LLC or any successor thereto. 2.9 "Gross Revenues" means au revenue as determined in accordance with generally accepted accounting principles ("GAAP") received by Grantee from Subscribers and derived from the operation of the cable system to provide cable service. Gross Revenues shan not include monies received by Grantee attributable to its payment of franchise fees which it has passed through or any taxes on services or equipment fiuuished by Grantee whicli are i+nposed by the state, county, local or other goveinrnental unit and couected by Grantee on behalf of said govexnznental unit, bad debt or monies received by Grantee that Grantee is required to expend for promotional activities.

2.10 "NYPSC"meanstheNewYorkPublicServiceCorninissionoranysuccessoragency.

3 2. 11 "Person" means any natural person or any association, fum, partnership, joint venture, corporation, lirnited liability company, or other legauy recognized entity, private or public, whether for profit or not-for-profit

2.12 "PublicProperty':meansanyrealpropertyownedbyanygoveinmentalunit.

2.13 "Streets"meansthesurfaceofandthespaceaboveandbelowanypublicstreet,public road, public ighway, public freeway, public lane, public path, public way, public aney, public court, public sidewalk, public boulevard, public parkway, public drive or any public easement or right-of-way now or hereafter held and/or maintained by the Grantor.

2.14 "SubscribermeansanyPersonwholawfullyreceivesCableServiceprovidedbyGrantee by means of or in connection with the Cable System whether or not a fee is paid for such Cable Service.

2.15 StandardDrop"meansastandardcableconnection,definedasnomorethanl50feet from existing cable lines.

SECTION 3 .GRANT OF AUTHORITY AND GENERAL PROVISIONS.

3.1 Grant of F;anchise. Upon the Effective Date and subject to the teims and conditions of this Agreement and of applicable law, Grantee is granted a non-exclusive franchise for the occupation and use of the Grantor's Streets for the instanation, operation, maintenance, repair, upgrade, and removal of the Cable System (the "Franchise"). This Agreement specificauy gives Grantee the right to provide Cable Service via the Cable System within the Franchise Area.

3.2 Authority foy Use of Streets.

A. For the purpose of operating, maintaining, and constmcting a Cable System in the Franchise Area, Grantee may erect, instan, constiuct, repair, replace, relocate, reconstmct and retain in, on, over, under, upon, across and along the Streets wit the Franchise Area such lines, cables, conductors, poles, ducts, conduits, vaults, manholes, amplifiers, appliances, pedestals, attachinents and other propeity and equipment as are necessary and appurtenant to the operation of the Cable System.

B. Grantee shall operate and maintain the Cable System so as not to interfere with other uses of Streets. Grantee shau participate and cooperate in any "one-cau" or siinilar system for the exchange of information on the utility location or work to be conducted.

3.3 Provision of Cable Service.

A. Grantee shall constiuct plant and make its cable service available consistent with the provisions of Section 895.5 of the regulations of the NYPSC.

4 B. Grantee shau not deny access to cable service to any group of potential residential subscribers because of the income of the residents of the area in which such group resides.

3.4 FranchiseTerm.ThetetmsofthisFranchisearesubjecttotheapprovaloftheNYPSC. Therefore, the Franchise shau commence on the date of approval by the NYPSC (Effective Date") and shau expire 15 years from the date of the renewal order by the NYPSC (the "Franchise Term") unless renewed, revoked or teated sooner as herein provided. Grantee shau file applications for au necessary approvals from the NYPSC or FCC within sixty days of the approval of the Franchise or any amendment thereto by the Grantor.

3.5 Extension of System. Grantee shau extend its Cable System in the Franchise Area as required by the regulations of the NYPSC.

3.6 PolicePowers.Grantorreservestherighttoadoptinadditiontotheprovisionscontained herein and existing applicable ordinances, such additional regulations as it shall find necessary in the exercise of its police powers; provided, however, that such regulations are reasonable, not materiauy in conflict with the privileges granted herein and consistent with au federal and state laws, rules, regulations and orders.

3.7 griitpn Notice. All notices, repoits or demands shau be given either by email with designated email address or by paper notice, hand-delivered or deposited in the mail in a sealed envelope with ceitified mail postage prepaid thereon, or by express mail or overnight air courier addressed to the party to which notice is being given, as fonows:

If to Grantor: Village of Brownville Attn: Mayor 216 Brown Blvd, PO Box 118 Brownviue,NY 13615

If to Grantee: Time Wai'ner Cable Attn: Govermment Relations 2604 Seneca Avenue Niagara Faus, NY 14305

With a copy to: Tiine Warner Cable Attn: Law Depaitment/Regulatory 60 Columbus Circle New York, NY 10023

5 Such addresses may be changed by either paity upon notice to the other paity given as provided in this Section. In addition, either paity may agree to receive ceitain notices, repoits or demands by email at an email address which it provides to other paity.

3.8 Franchise Non-Exclusive.

A. The Francise granted herein is non-exclusive. The Grantor specificauy reserves the right to grant, at any time, additional franchises for a cable television system in accordance with state and federal law. The Grantor agrees that any grant of additional franchises by the Grantor to any other entity to provide cable or video service shau not be on terrns and conditions that when taken as a whole are more favorable or less burdensome to the franchisee of any such additional franchise, than those which are set forth herem.

B. If the Grantor grants a cable television franchise or other right to provide cable service to another person on teims which overall provide greater benefits or impose lesser burdens than provided herein, the Grantor agrees to amend this Franchise (effective upon the grant to said other person) to overau provide such greater benefits or lesser burdens.

C.(i) Grantee agrees that it will not move, damage, penetrate, replace or interrupt any poition of the Cable Television System of another franchisee without the prior written consent of such other fianchisee. Grantee shau indemnify such other franchisee against any damages or expenses incurred by such other franchisee as a result of any removal, damage, penetration, replacement or interiuption of the services of such other francisee caused by the Grantee.

(ii) In the event Grantor grants to any other Person (being referred to as "Other Person" in the below quoted paragraph) a franchise, consent or other right to occupy or use the Streets, or any part thereof, for the constiuction, operation or maintenance of au or part of a cable television system or any siinilar system or technology, the Grantor shall include the fonowing language or language to similar effect into any such franchise, consent or other document and/or promptly pass a resolution, conditioning the use of the Streets or any part thereof by any such Person, as fonows:

any poition of the Cable Television System of another francisee without the prior written consent of such other franchisee. Other Person shan indemnify such other francnsee against any damages or expenses incurred by such other franchisee as a result of any removal, damage, penetration, replacement or interruption of the services of sucli other franchisee caused by the Other Person.

D. Notwithstanding any other provision in this Franchise: In the event any change to state or federal law occurring during the term of this Franchise eliininates the requirement for any person desiring to constmct, operate or maintain a cable system in the Franchise Area to obtain a franchise from the Grantor for the construction, operation or maintenance of a

6 cable system, then, Grantee shan have the right to teiminate this Franchise and operate the system under the terms and conditions established in applicable law. If Grantee chooses to terminate tis Franchise pursuant to this provision, this Franchise shau be deemed to have expired by its terms on the effective date of any such change in law, whether or not such law allows existing franchise agreements to continue until the date of expiration provided in any existing franchise. Grantee shan not abandon cable service in any poition of the Franchise Area without Grantor's consent and shau remain subject to au applicable laws and regulations with respect to abandonment of seravice including those of the NYPSC. Fuithermore, in the event any change to state or federal law occurring during the teim of this Franchise materially alters the regime of cable franchising applicable to any persons desiring to construct, operate or maintain a cable system in the Franchise Area in a way that reduces the regulatory or econornic burdens for such person, then, at Grantee's request, Grantor shau agree with Grantee to amend this Franchise to sirnilarly reduce the regulatory or economic burdens on Grantee. It is the intent of this section that, at Grantee's election, Grantee shall be subject to no more burdensome regulation or provided lesser benefits under this Franchise than any other persons that might construct, operate or maintain a cable system in the Francise Area. To the extent any acts pursuant to this section, including Grantee's choice to terminate this Francffse, result in an amendment to the Francise, any such amendment shan be subject to such approval by the NYPSC as required by law and regulation.

3.9 Continuing Administration. The Mayor is responsible for the continuing administration of the Franchise.

SECTION 4. TECHNICAI, STANDARDS.

4.1 Technical Standards. The Cable System shau be designed, constructed, and operated so as to meet the technical standards promulgated by the FCC relating to Cable Communications Systetns contained in part 76 of the FCC's iules and regulations, as may be amended from time to tirne. The Grantor may, upon written request, witness tests of the Cable System being conducted pursuant to FCC iules and regulations, and the results of those tests shau be made available to the Grantor free of charge within thirty (30) days of completion of the tests if the Grantor requests them in writing.

SECTION 5. EAS AND PEG.

regulations of the FCC. The emergency aleit system shau meet au Federal and State requu:ements.

5.2 PEG Access Chamnels. Grantee shall make available PEG access and comply with tlie standards set for PEG as required by the regulations of the NYPSC. Any PEG channel sliau be shared with otlier franchising authorities served by Grantee's cable system. The Grantor shau indeinnify, save and hold Grantee haimless from and against any liability resulting from the Grantor's use of the PEG Channels for municipal access.

7 SECTION 6. CONSTRUCTION PROVISIONS.

6.1 Constmction Standards.

A. Grantee shau constiuct and maintain its cable system using materials of good and durable quality. Au work involved in the construction, instauation, maintenance, and repair of the cable system shan be performed in a safe, thorough, and reliable manner.

All constiuction practices shan be in accordance with au applicable Federal and state law and generally applicable local codes.

All instauation of electronic equipment shall be of a peimanent nature, durable and instaued in accordance with tlie provisions of the applicable National Electrical Safety Code and National Electrical Code.

All of Grantee's plant and equipment (a) shall be instaued, located, erected, constructed, reconstmcted, replaced, removed, repaired, maintained and operated in accordance with good enguieermg practices; and (b) shau not endanger or uiterfere with ordinary use of the rights-of-way or unnecessarily hinder or obstmct pedestrian or vehicular traffic.

Grantee shall at au times employ reasonable care and shau instau and maintain in use comrnonly accepted methods and devices preventing failures and accidents which are likely to cause damage, injury or nuisance to the public.

Grantee has constructed a hybrid fiber/coax cable system capable of providing a minimum capacity of (78 ) cliaru'iels. Grantee shall maintain the system at the same or enhanced level during the term of the franchise.

6.2 Constmction Codes.

Grantee shau adhere to all building and zoning codes currently or hereafter applicable to constmction in the Franchise Area.

The Grantor shall have tlie right to inspect au constmction or instanation work in the public riglits-of-way perfoimed pursuant to the provisions of this Agreement.

6.3 Repair of Streets and Propeity.

Any and au Streets, municipal property, or private property, which are destroyed or damaged by Grantee during the constmction, repair, replacement, relocation, operation, maintenance or reconstmction of the Cable System shau be promptly replaced or repaired by Grantee, at its expense, and restored to a serviceable condition as good as that prevailing prior to Grantee's disturbance of, or damage to, the property. If Grantee fails to repair, replace, or otlierwise correct a Street or propeity following reasonable written

8 notice by the Grantor, the Grantor may complete any repair, replacement, restoration or other correction and invoice Grantee for the same.

6.4 Use of Existing Poles.

A. Poles may be erected by Grantee subject to any generally applicable regulation by Grantor with regard to location, height, type, and any other pertinent aspect. It is the responsibility of Grantee to secure agreements for use of poles or conduits owned by third parties.

Where poles already existing for use in serving the Franchise Area are available for use by Grantee, but it does not make arrangements for such use, the Grantor may require Grantee to use such poles if it deteimines that the public convenience would be enhanced thereby, and if the Grantee can obtain such use on reasonable teims and conditions and at less cost to Grantee than erecting its own poles. No term or condition shau be reasonable if not consistent with pole attachments rates and conditions established by the FCC and/or NYPSC.

6.5 Under oundingofCable.

Cable shau be instaued underground where the existing telephone and electrical utilities are already underground. In the event the Grantor reimburses any utility for undergrounding, Grantee shau be similarly reirnbursed.

6,6 Reservation of Street Rights.

Nothing in this Agreement shau be conshued to prevent the Grantor from constmcting, maintaining, repairing or relocating sewers; grading, paving, maintaining, repairing, relocating and/or altering any Street; constmcting, laying down, repairing, maintaining or relocating any water mains; or constmcting, maintaining, relocating, or repairing any sidewalk or other public work.

All such work shau be done, insofar as practicable in such a manner as not to obstiuct, injure or prevent the free use and operation of the poles, wires, conduits, conductors, pipes or appurtenances of Grantee.

If any such property of Grantee shau interfere with the constmction or relocation, maintenance or repair of any Street or public iinprovement, whetlier it be constiuction, repair, maintenance, removal or relocation of a sewer, public sidewalk, or water main, Street or any other public inqprovement, at least thirty (30) days written notice shau be given to Grantee by the Grantor and au such poles, wires, conduits or other appliances and facilities shau be removed or replaced by Grantee in such manner as shau be directed by the Grantor so that the same shau not interfere with the said public work of the Grantor, as reasonably detei'rnined by the Grantor and such removal or replacen'ient shau be at the expense of Grantee, provided, however, if any other right-of-way user is compensated for such work by the Grantor, then Grantee shau be similarly compensated.

9 Nothing contained in this Agreement shau relieve any Person from liability arising out of the failure to exercise reasonable care to avoid damaging Grantee's facilities wie perfoiming any work connected with grading, re-grading, or changing the line of any Street or public place or with the construction or reconstiuction of any sewer or water system or with any other work.

6.7 Trirnming of Trees. Grantee shall have the authority to trim trees, in accordance with au generauy applicable utility restrictions, ordinance and easement restrictions, upon and hanging over Streets, alleys, sidewalks, and public places of the Grantor so as to prevent the branches of such trees from interfering with the Cable System.

6.8 System Abandonment.

Grantee may not abandon cable seravice in any poition of the Franchise Area without the consent of Grantor.

6.9 Movement of Facilities. In the event it is necessary temporarily to move or remove any of Grantee's wires, cables, poles, or other facilities placed pursuant to this Agreement, in order to lawfuuy move a large object, vehicle, building or other structure over the Streets of the Franchise Area, upon two (2) weeks written notice by the Grantor to Grantee, Grantee shall move, such of its facilities as may be required to facilitate such movements. The Person requesting the temporary removal shau pay Grantee in advance the costs Grantee incurs in moving its facilities. Any service disruption provisions of this Agreement shau not apply in the event that the removal of Grantee's wires, cables, poles or other facilities pursuant to this Section results in temporary seravice dismptions.

SECTION 7. REPORTING PROVISIONS.

7.1 Audit and Inspection. The Grantor, its agents and its representatives shan have the authority, during notmal business hours, to arrange for and conduct an inspection of the books, records, maps, plans, fu'iancial statements and other like materials of Grantee where such inspection is necessary to ascertain Grantee's compliance with the material tenns of this Franchise. Grantee will be given thirty (30) business days advance written notice of such an inspection request and a description, to the best of the Grantor's ability, of the materials it wants to mspect.

7.2 Coinmunications giip g<,gulatoiy Agencies. Copies of au publicly available petitions, applications, comrnunications and reports subinitted by Grantee, to any federal or state regulatory corrunission or agency relating to tl'ie Cable System operated pursuant to tl'ffs Franchise sliau also be made available to the Grantor upon request. Copies of publicly available responses from the regulatoiy agencies to Grantee shau likewise be made available to the Grantor upon request.

10 7.3 Confidentiality. Grantor shau maintain as confidential any infoimation provided to it by Grantee under the teims of this Franchise which Grantee has designated as confidential. In the event that Grantor believes at any time that it is required by law to disclose such infoimation to a third paity, Grantor will so notify Grantee at a time prior to any such disclosure that affords Grantee a reasonable oppoitunity to take such action as it deems necessary to prevent such disclosure, including seeking relief in couit. 7.4 . Any report required by this Franchise may be satisfied with system-wide statistics, except for reporting requirements related to franchise fees and customer complaints.

SECTION 8. CONStJMER PROTECTION PROVISIONS.

8. 1 Rate Regulation. Grantee's rate and charges for cable service shan be subject to regulation in accordance with Federal law.

8.2 Customer Service.

A. Grantee shau comply with the cable customer service and consumer protection standards of the FCC and NYPSC.

B. Any bill, notice or other communication provided or issued by Grantee to any Subscriber may be provided or issued, if such Subscriber so consents, solely by electronic means.

SECTION 9. FRANCHISE FEES.

A. Grantee shau pay to the Grantor a franchise fee in an amount equal to tmee percent (3 %) of Grantee's Gross Revenues.

B. Payments due the Grantor under this provision shau be computed at the end of each calendar year. Payi'nents shau be due and payable for each year not later than February 15 of the following year. Each payinent shau be accompanied by a brief report of Grantee's Gross Revenues for the preceding year.

C. No acceptance of any payment shau be constiued as an accord that the amount paid is in fact the correct amount, nor shau such acceptance of payi'nent be constmed as a release of any claim the Grantor may have for fuither or additional sums payable under the provisions of this Agreement. All amounts paid shall be subject to audit and recomputation by the Grantor.

D. Grantor shau not conduct an audit more frequently tlian once every three (3) years and may not audit any period earlier than six (6) years prior to the time the audit is conducted.

11 The amount of franchise fee and the method of calculation shau be competitively neutral when compared to the amount or method of calculation of the franchise fee in any other cable franchise granted by Grantor.

If Grantee charges a combined or "bundled" rate for a package of services which includes Cable Services subject to the francise fee and other services which are not subject to the franchise fee, the franchise fee shau be irnposed on the portion of the bundled charge applicable to the cable services subject to the franchise fee as reflected in the books and records of Grantee, subject to any applicable laws and regulations.

10. INDEMNITY AND INS{JRANCE.

10.1

Grantee shall indemnify, defend, and hold harmless the Grantor for all damages and penalties incurred by Grantor as a result of Grantee's conduct or perforrnance under this Agreement or exercise of the Francise. These damages and penalties shau include, but shau not be lirnited to, damages arising out of personal injury, property damage, copyright infringement, defamation, antitiust, errors and ornission, theft, fire, and all other damages arising out of Grantee's exercise of the Franchise, whether or not any act or omission complained of is authorized, auowed or prohibited by this Agreement; such indemnification shau include, but not be limited to, reasonable attorney's fees and costs. Grantee's obligations hereunder shau not extend to any claim or loss to the extent arising fiom the Grantor's negligence; rnisconduct; the content of prograrnming carried on any channel set aside for public educational or goveinmental use, or channels leased pursuant to 47 U. s.c. §532; and, the Grantor's use of Grantee's emergency alert system ("EAS") capability.

In order for the Grantor to assert its rights to be indeinnified and held haimless, the Grantor must:

(l) promptlynotifyGranteeofanyclaimorlegalproceedingwhichgivesrisetosuch right; (2) afford Grantee the to participate in and fuuy control any compromise, settlement, resolution or disposition of such claiin or proceeding; and (3) fuuy cooperate in the defense of such clairn and make available to Grantee au sucli infoimation under its control relating thereto.

10,2 Liability Insurance.

Grantee sliall maintain, fhroughout the term of the Franchise, liability insurance with a company licensed to do business in the State of New York with a rating by Best of not less than "A-," insuring Grantee and the Grantor (wherein the Grantor is named as additional insured) with respect to Grantee's activities in the Franchise Area in the mininium amounts of:

12 1. One Miuion Donars ($ 1,000,000.00) for bodily injury or death to any one (l ) person; 2. Three Million Douars ($3,000,000.00) for bodily injuiy or death resulting from any one (1 ) accident or occurrence; One Million Dollars ($ 1,000,000.00) for an other types of liability. Five Million Donars ($5,000,000.00) excess liability or umbrella coverage.

Grantee shau maintain in force, during the teim of this Agreement and any renewal thereof, Workers' Compensation Insurance, covering its obligations under the Workers' Compensation statute.

Upon request, Grantee shall fuiish to the Grantor a ceitificate evidencing that a satisfactory insurance policy has been obtained. Such insurance policy shau require that the Grantor be notified thirty (30) days prior to any expiration or cancellation.

SECTION 11. REVOCATION AND REMOVAL

11. 1. Right to Revoke.

In addition to au other rights which the Grantor has pursuant to law or equity, the Grantor reserves the right to revoke, teiminate or cancel this Agreement and the Franchise and au rights and privileges peitaining thereto, after fouowing the procedures outlined herein, in the event that Grantee substantiauy violates any material provision of this Agreement and fails to remedy such violation as required.

Whenever the Grantor finds that Grantee has auegedly violated one or more material tenns, conditions or provisions of this Franchise, a written notice shall be given to Grantee. The written notice shau describe in reasonable detail the aueged violation so as to afford the Grantee an opportunity to investigate and/or remedy the aneged violation. Grantee shall have sixty (60) days subsequent to receipt of the notice in which to coirect the violation. Grantee may, within thirty (30) days of receipt of notice, notify the Grantor that there is a dispute as to whether a violation or failure has, in fact, occurred. Such notice by Grantee shan specify with particularity the matters disputed by Grantee and stay the ninning of the above-described time.

Grantor shau liear Grantee's dispute at a regularly sclieduled or speciauy scheduled Council meeting of which Grantee has been given at least two weeks notice. Grantee shan have the right to subpoena and examine witnesses and cross-exarnine any other witnesses. The Grantor shau deterinine if Grantee has corninitted a violation and shau make written findings of fact relative to its deteimination and provide such findings to Grantee. If a violation is found, Grantee may petition for reconsideration.

13 D. If after hearing the dispute, the clairn of non-compliance is upheld by the Grantor, then Grantee shall have sixty (60) days from the date of receipt of Grantor's written decision within which to remedy the violation.

The time for Grantee to correct any alleged violation shall be extended by the Grantor if the necessary action to correct the aueged violation is of such a nature or character as to require more than sixty (60) days within which to perform, provided Grantee commences corrective action and thereaffer exercises due diligence to correct the violation.

In the event that Grantee fails to remedy the violation wit the time frame set herein, Grantor may revoke the Franchise by vote of its goveining body affer a public hearing of which Grantee has been given at least two weeks notice and at which Grantee shau have the right to be heard; to subpoena and examine witnesses; and cross-exarnine any other witnesses. Grantor shau state in writing the basis for any decision to revoke the Franchise. Any revocation hereunder is subject to appeal by Grantee in a couit of competent jurisdiction.

11.2. Removal After Revocation or Teiinination.

At the teimination of the Franchise Term if renewal has been finauy denied in accordance with Federal law, or upon revocation of the Franchise, as provided for herein, the Grantor shau have the right to require Grantee to remove, at Grantee's expense, au or any poition of the Cable System from Streets and Public Property within the Franchise Area. In so removing the Cable System, Grantee shaLl refill and compact at its own expense any excavation that shan be made and shau leave an Streets, Public Property and private property in as good a condition as that prevaiUng prior to Grantee's removal of the Cable System, and without affecting, altering or disturbing in anyway electric, telephone or utility, cables wires or attachrnents. The Grantor, or its delegate, sliall have the right to inspect and approve the condition of such Streets and Public Propeity after removal. The insurance and indemnity provisions of tis Agreement shall remain in fuu force and effect during the entire teim of removal.

SECTION 12. TRANSFER

12. l Sale or Transfer of Franchise.

Grantee shall provide at least sixty days notice to Grantor in the event the Franchise is to be sold, assigned or otherwise transferred.

Within thiity (3 0) days of the consummation of any Franchise Transfer subject to the provisions of this Section, Grantee shau notify the Grantor of the closing of such Franchise Transfer.

14 SECTION 13. RIGHTS OF INDIVIDUALS PROTECTED.

13.1 DiscriminatoryPracticesProhibited.

A. Grantee shau not deny service, deny access, or otherwise discriminate against Subscribers or general citizens on the basis of age, race, creed color, national origin or sex. Grantee shau comply at au times with an applicable federal and state laws relating to non- discrirnination.

B. Grantee will not refuse to hire or employ, nor bar or discharge from employment, nor discriminate against any person in compensation or in teims, conditions or privileges of employment on the basis of age, race, creed, color, national origin or sex.

SECTION 14. MISCELLANEOUS PROVISIONS.

14.1 CompliancewithLaws.GrantorandGranteeshallconfoimtoallapplicablestateand federal laws and iules regarding cable television as they become effective. Grantee shall also confoim with all generally applicable Grantor ordinances, resolutions, rules and regulations heretofore or hereafter adopted or established during the entire teim of the Franchise. In the event of a conffict between Grantor ordinances, resolutions, mles or regulations and the provisions of this Agreement, the provisions of this Agreement shall gOVelTl.

14.2 Severability.IfanyprovisionofthisAgreementisheldtobeinvalidorunenforceable,that provision will be ineffective but the remainder of this Agreement will not be affected, and it will in au other respects, continue to be effective and enforceable. If the holding of invalidity or unenforceability is subsequently repealed, unenforceable or otherwise changed so that the provision which had been held invalid is no longer in conflict with the law, rules and regulations then in effect, the provision will return to fuu force and effect.

14.3 ControllingLaw.ThisAgreementshaubeconstruedandenforcedinaccordancewiththe laws of the State of New York.

1 4.4 No Third Paity Beneficiaries. This Agreement is not intended to, and does not any rights or benefits on behalf of any person otlier than the parties to this Agreement.

14.5 4 The paragraph captions and headings in this Agreement are for convenience and reference pui'pose only and shall not affect in any way the meaning of interpretation of this Agreement.

14.6 CalculationofTii'ne. Wheretheperfoimanceordoingofanyact,duty,matter,payinent or thing is required hereunder and the period of tii'ne or duration for the perfonnance or during thereof is prescribed and fixed lierein, the time shall be computed so as to exclude the first and include the last day of the prescribed or fixed period, or duration of time.

15 When the last day of the period fals on Saturday, Sunday or a legal holiday, that day shall be omitted from the computation.

14.7 Amp.pdments.ThisAgreementmaybearnendedonlybythemutualconsentofthe Grantor and Grantee and in accordance with tlie regulations of tlie NYPSC. Any amendment must be in writing and executed by the Grantor and Grantee.

14.8 ForceMajeure.Innoevent,andnotwithstandingmiycontraryprovisioninthis Franchise, sliall this Franchise be sub3ect to revocahon or termination, or Grantor or Grantee be subject to penalty or prejudice or in any way liable for non-compliance with or delay in the perforrnance of any obligations hereunder, where its failure to cure or take reasonable steps to cure is due to reason of Acts of God; acts of public enemies; order of any kind of a government of the United States of Arnerica or of the State or any of their depaitments, agencies, political subdivisions; riots; strikes; failure of suppiers; epidemics; landslides; lightning; eartliquakes; fires; hturicanes; tomadoes; volcanic activity; storms; floods; washouts; droughts; civil disturbances; explosions; partial or entire failure of utilities or any other cause or event not reasonably within the control of the party. Neither Grantor nor Grantee shall be deemed to be in violation or default during the continuance of such inability and such party shal be excused from its obl'igations herein during the course of any such events or conditions and the time specified for perforrnance of the obligations hereunder shall automatically extended for a period of ttme equal to the period of the extstence of any such events or conditions and such reasonable txme thereafter as shall have been necessitated by any such events or conditions.

IN WITNESS WHEREOF, the Grantor and Grantee haVe CauSed thiS Agreement tO be signed by theirdulyauthorizedofficialsandofficersasof L+ll-A),aOl!

GRANTOR OF THE VILLAGE OF BROWNV:LI[,E TIME WARNER CAJ3LE NORTHEAST LLC

BAx.,ep By: R <. Title: %lor Title: VP&Counsel GovernmentAffairs

16 EFIDAVIT OF PUBmICATION N(12-' x'- STATE OF NEW Y(RK COUNTY OF ..ZEFFEP.Sl)N WATERTOWN DAILY TIMES

BREN)A MCCONNELL VILLAGE OF BROWNVHLLE PO BOX IIEI NOTICE OF BROWNVILLE NY 13615-OI..18 PUBLIC HEARING TIME WARNER CABLE FRANCHISE RENEWAL FOR THE VILLAGE OF REFERENCE: 3730 BROWNVILLE 20349055 NC):'ICE OF PUBLIC HEA PLEASE TAKE NOTICE that the Village of Brownville will hold a Public Hearing on the A:ny Scholtz,offi the Town of Brownvxlle, County of 12th day of April at 6:00 p.m af the Village office 216 Brown Blvd., Brownville, Legal RepreSentat=ve of the Johnsoz hewspaper New Yotk regarding renewal Coro., a ccrporat-on doly of fhe cable television fran- orgar.ize6 and exist:ng under the laws of the State chise agreement by and be- of New Yorx, and havxng its principal piaCe of tween the Village of Brown- ville and Time Wamer Cable. Aav aci olW eo 'folrti ep uaiE 7ce e"inesnpte cT WATERTOWN DAILY T:XES, a Newsoaper publ4shed in tion during normal business hours at the Clerk's office, 218 Brown Blvd., Brownville, New York. At such public anriexeci is a pririted COp71 has been published hearing, all persons will be r e g a -' a r l y i n t h e S a i ci N e w S p a p e r given an opportunity to be heard. Wiitteri and oral state- ments will be taken at that hme. Time limltations may be imposed for each oral state- ment if necessary. Dated: March 23, 2C)16 Brenda McConnell, CMC, RMC, CMFO AM SCHULTZ,a GAI- REPRESENTATIVE Clerk-Treasurer

PUBLISHED ON: 03/24 03/25 03/26 03/27 03/28 03/29 03 /30 03/31 04/01 04/02 04/03 04/04 04 /05 04/06

AD SPACE: 34 LINE FI,,EI) ON: 04/06/16

me this

PAulA K DEIONG N@fA*V tllmlC-IIATI OF NIW VORK N@, @lDl6091;Ua Mu0lilid iri l*wli Courily Mv €smmiumn bplmt ap+ii ma. xote AFFIDAVIT OF PUBLICATION

STATE OF NEW YORK COUNTY OF JEFFERSON WATERTOWN DAILY TIMES

CHARTER COMMUNICATIONS 20 CENTURY HILL DR LATHAMNY 12110

LEGAL NOTICE FOR APPLICATION OF FRANCHISE RENEWAL REFERENCE: 5089195 PLEASE TAKE NOTICE that 20370072 LEGAL NOTICE FOR APP the 'Time Wamer Cable Northeast LLC d/b/a Time Wamer Cable has filed an application for renewal of its Jefferson, being duly sworn, says that she is a Cable Television Franchise in Legal Representative of the Johnson Newspaper the Village of Brownville, Jef- Corp., a corporation duly ferson County, New York. organized laws of State The application and all com- and existing under the the ments filed relative thereto of New York, and having its principal place of are available for public in- business in the City of Watertown, New York, and that said corporation is the publisher of the sE)proewcfnovnille'as" ohffei:e'ageurinogf WATERTOWN DAILY TIMES, a Newspaper in normal business hours, ln- published terested parties may file the Cxty of Watertown, Jefferson County, and State comments regarding the re- of New York. and that a Notice. of which the newal with the Public Sennce annexed is a printed copy, has been published Commission within 10 days regularly in the said Newspaper of the date of publication of the Notice. Comments Kathleen Burgess, Secretary, New York State Public Ser- vice Commission, 3 Empire State Plaza, Albany, NY 12223.

REPRESENTATIVE

PUBLISHED ON: 11/16 11/23

AD SPACE: 29 LINE FILED ON: 11/23/16

Sworn to before me this

Notary Publ'i

PAulA K DELONG NOTARY PuaLIC-STATE OF NEW YORK No. OIDE6091238 @uallll*d ln l*wli County My Commlulan bpli*i Aptll 28. 2019