Attachment 11-3 Attachment 11-3

ATTACHMENT 11-3 ATTACHMENT 11-3

DOCUMENTS SUBMITTED BY FRONTIER AS PART OF, OR IN SUPPORT OF, ITS APPLICATION

la. 8/01/2016 Correspondence from Frontier's Director of Government and External Affairs, Jack D. Phillips, to Time Warner Cable/Charter Communications Legal Department enclosing a copy of Frontier's application for a cable television franchise and proposed franchise agreement

lb. 8/01/2016 Correspondence from Frontier's Director of Government and External Affairs, Jack D. Phillips, to the Montgomery Village Clerk, Monserrate Rivera-Fernandez, enclosing Frontier's application for a cable television franchise and proposed franchise agreement

2. 9/19/2016 Correspondence from Frontier's General Manager, Deb Bogdansld, to the Village of Montgomery Attorney, Kevin Dowd

3a. 9/19/2016 Correspondence from Frontier's outside counsel, Peter J. Glennon, to Director of Government Affairs, Timer Warner Cable, re notice of public hearing date and enclosing a copy of Frontier's application for a cable television franchise and proposed franchise agreement

3b. 9/19/2016 Correspondence (email) from Frontier's outside counsel, Peter J. Glennon, to John Fogarty, Charles Williams, Paul Abbott, and Chris Mueller of Time Warner Cable/Charter Communications, re notice of public hearing date and enclosing a copy of Frontier's application for a cable television franchise and proposed franchise agreement

4. 9/22/2016 Email from Frontier's outside counsel, The Glennon Law Firm, P.C. , to the Village of Montgomery Attorney, Keven Dowd, re updates to the propose franchise agreement

5. 9/30/2016 Correspondence from Frontier's outside counsel, Peter J. Glennon, to the Village of Montgomery Attorney and Board of Trustees re further information on Frontier's franchise application ATTACHMENT 11-3 la Communications

14450 Bumhaven Drive, Burnsville, MN 55306

August 1, 2016

Attn: Legal Department Time Warner Cable/Charter Communications 60 Columbus Circle New York, New York 10023

Dear Time Warner Cable/Charter Communications Legal Department,

Pursuant to the requirements of 16 N.Y.C.R.R. §894.5(i), endosed are copies of applications, including the proposed franchise agreements for the following Frontier Communications affiliates with the indicated municipalities, concurrent with this notice:

Frontier Communications of New York, Inc., Village of Montgomery Frontier Communications of New York, Inc. Town of New Windsor Citizens Telecommunications Company of New York, Inc., Village of Wurtsboro Frontier Telephone of Rochester, Inc., Town of Brighton Frontier Telephone of Rochester, Inc., Town of Perinton

The Frontier Communications affiliates shown above are seeking to establish cable franchise agreements in their respective municipalities.

If you have any questions, please contact me.

Sincerely,

Jac -Hips • Director, Gov't and External Affairs - (952) 435-1373 (Office) [email protected]

14450 Burnhaven Drive Burnsville, MN 55306 VILLAGE OF MONTGOMERY, NEW YORK

APPLICATION OF FRONTIER COMMUNICATIONS OF NEW YORK. INC.

FOR A CABLE TELEVISION FRANCHISE

Frontier Communications of New York, Inc. ("Frontier") respectfully files this application for a cable television franchise with the Village of Montgomery, New York ("Village of Montgomery" or the "Village").

Background:

Overview of.Frontier

Frontier's motto is "We can help!" Frontier goes the extra mile for our customers and is extremely proud to serve our communities. Local engagement is more than a strategy to Frontier. It is in our DNA. Broadband and communications are central parts of daily life and are requirements for our communities to thrive and grow. Frontier takes seriously our responsibility to reliably deliver these services to the millions of customers we serve.

Frontier's parent company is Frontier Communications Corporation, Frontier Communications Corporation is an S&P 500 company and is included in the Fortune 1000 list of America's largest corporations. Frontier serves a mix of urban, suburban, and rural areas in 29 states across the United States. Frontier offers a variety of services to customers over its fiber-optic and copper networks, including video, high-speed internet, advanced voice and Frontier Secure digital protection solutions. Frontier Business Edge offers communications solutions to small, medium, and enterprise businesses.

Frontier's Values

Frontier is committed to its core value of being the leader in providing communications services to residential and business customers in its markets by putting our customers first, treating our customers, business partners, and employees with respect, keeping our commitments, being accountable at all times, being ethical in all of ours dealings, being innovative and taking the initiative, being a team player, being active in our communities, doing right the first time and continuously improving, using resources wisely and always having a positive attitude.

Overview of Frontier Frontier is one of New York's largest incumbent local exchange carriers and our New York infrastructure is critical to residential customers and to the success of businesses ilPage (002171338.DOCX / 1) large and small, educational institutions, healthcare facilities and public safety agencies in the communities we serve. Frontier's network is essential to the support of other telecommunications (such as wireless carriers) and information service providers. All Frontier products and services offer 24/7/365 support from a 100% U.S.-based workforce. .

Frontier employees live and work in the New York communities they serve. They are our customers' friends and neighbors and the subject matter experts on the best communications technology for home and business. They are customer-focused and empowered to make the right decisions for the customer. Employees support programs and initiatives important to their communities and live Frontier's values every day.

Frontier is deeply involved in the communities we serve. Recent examples include:

• Creator and supporter of the America's Best Communities program, which gives an opportunity for communities to win money to support their local initiatives to improve their communities. Two Hudson Valley area communities participated in submitting community improvement plans. • Chamber of Commerce involvement in the Hudson Valley area • Honor and Remember supporter and event sponsor • Employee participation and leadership in United Way events, Meals on Wheels, Honor Flight and local community events.

Frontier's Commitment to Our Customers

Each of Frontier's markets across the 29 states we serve has a General Manager who is personally accountable for delivering extraordinary service. Decisions are made at the local level taking into account local needs and interests. In the Hudson Valley New York area, the General Manager is Deb Bogdanski. Frontier's Senior Vice-President/General Manager for New York is Elena Kilpatrick. Frontier's regional, state and local leadership are actively involved in day-to-day operations and personally see to it that customers in their markets are receiving our best. From the CEO down, we are all accountable to our customers every day. When storms or natural disasters strike our regions, we are among the first to respond, and have the national resources to call upon. When members of our community fall on tough times, we pride ourselves on being there to support them. Our technicians work around the clock in some tough conditions to keep your services running smoothly. Know that when a person becomes a Frontier customer, they are signing up for over 28,600 employees at their back. Every day, our employees put the customer first.

Frontier's Commitment to Veterans

Frontier is also an award-winning veteran employer and proud to support those who served our nation. More than 1 out of every 10 Frontier employees is a veteran, reservist, and/or the spouse of a veteran. Frontier is a member of The Military Spouse {00217838.1)00( / 1} 2IPa g e Employment Partnership, The 100,000 Jobs Mission, The Employer Partnership of the Armed Forces, Honor and Remember, and Joining Forces.

Incorporation Frontier Communications of New York, Inc., the applicant, is a New York Corporation in good standing and authorized to do business in the State of New York.

The following responds directly to the information required by New York State Department of Public Service Regulation Section 894.5 (16 NYCRR §894.5)

A. The following provides a general description of the technology and infrastructure of the cable television system proposed to be constructed:

Frontier Communications' Vantage TV video offering is powered by Ericsson's Mediaroom software platform. Mediaroom is the world's #1 IPTV platform — one that is proven and widely adopted by Network Service Providers worldwide — with over 16.4 million subscriber households and 32 million connected devices running the software to date. Vantage TV is an innovative, scalable, and highly reliable video service designed to run over our IP enabled networks (xDSL, TY/FTTN, etc.). Our customers' satisfaction has been extremely high to date — relative to our competitor's video offerings in the same markets in which we are deployed.

Vantage TV's core product features include:

• Secure delivery of SD (Standard Definition), HD (High Definition) and 4K/UHD (Ultra High Definition) content — via integrated Digital Rights Management — to set-top Boxes on each TV.

• Superior HD, SD & UHD picture quality.

• WiFi-enabled set-top boxes are also a deployment option allowing our customers to place their TVs wherever they want in their homes.

• Live TV broadcast with instant channel change allowing super-fast navigation through our Interactive Programming Guide.

• Video On-Demand library that will contain more than 100,000 movies and shows.

• Total Home DVR records up to 6 shows at once and lets our customers pause, rewind and play back live TV and store over 170 hours of HD programming. We provide our customers with up to 1 Terabyte worth of on-premise storage capacity.

(00217838.DOOC / 1) Wage • Next generation EPG (Electronic Program Guide) and enhanced search functionality deliver real time results with a rich, new visual poster-art driven experience that allows our customers to easily discover and consume content on their terms.

• - Integrated interactive applications include Social TV (access to Twitter and Facebook), Weather, Interactive Workout, Home Shopping Network and interactive games.

It is important to note that Vantage TV is more than just a "middleware" or a User Interface; it is an end-to-end platform that covers all video functional dependencies starting from Content Acquisition all the way through to Service Consumption. These are described below: Content Acquisition: Frontier processes Live and On-Demand content through encoders and content packaging tools at our Video Headend in Fort Wayne, Indiana and Video Serving Offices (VSOs) in markets that we serve. Acquisition Servers (A-Servers) in our service delivery architecture encrypt streams, encapsulate in RTP and/or Smooth Streaming format, and put multicast streams out on our network for devices to seamlessly connect to and consume content.

Content Protection: Frontier secures all of the content it received through leveraged Digital Rights Management (DRM) and Public Key Infrastructure (PKI) systems, which in turn, establishes trust across its entire server environment and its set-top Box clients.

Service Management. Vantage TV leverages a complex TV Services management tool to configure and manage subscriber information, Live TV Services, Channel Line-Up / Channel Maps, and Video On Demand Services all from a web-based interface that our Video Operations team controls.

Subscriber Management: Frontier integrates Vantage TV with our internal Billing and Provisioning systems (OSS/BSS) in a seamless fashion to ensure the most efficient customer experience. We continuously monitor the system end to end and manage subscriber groups, entitlements, and user authentication to all content and packages, while at all times protecting customer information

A subscriber group is essentially a category to which one or more client set-top boxes are associated with. For example, a single client device might be in the following subscriber groups: "HD-capable," "Premium Content Package," and/or "Suburban Illinois metro area?

(00217838DOCX / 11 4age The TV Services Management tool then offers the ability to associate clusters of Servers with a subscriber group and to associate subscriber groups with client devices (propagating associated content rights and entitlements).

Service Delivery: Frontier delivers high-quality Live and Video-on-Demand content over our Managed IP Network to the customer premise. Distribution Servers (D- Servers) in our service delivery architecture buffer streams, generate instant channel change bursts, and do forward error packet correction.

Service Consumption: Frontier presents content to our customers' TVs in a secure and reliable manner through Vantage TV's client software. That software, which decrypts the stream (via SOC / System on a Chip), resides directly on our customers' set-top boxes.

In summary, Vantage TV is an end to end software solution that enables Frontier to deliver next-generation TV experiences including standard and high-definition/ultra-high- definition live TV channels, video-on-demand (VOD), digital video recording (DVR) and connected entertainment experiences to our customers. The following responds directly to the requested information set forth in the Request for Proposals regarding a description of the proposed system design and planned operation:

1. Channel capacity, including both the total capability of the proposed system and the number of channels to be energized immediately Frontier's underlying technology allows for an almost unlimited channel capacity. While a final channel lineup has not been finalized at this time, please see "Exhibit A- channel lineup and programming packages" from another jurisdiction Frontier offers service. Frontier will provide the Village with a copy of the actual channel lineup prior to launching service. Frontier also provides a robust library of Video on Demand content.

2. Television and radio broadcast signals which the applicant intends to carry on its system initially (00217838.000( / 1} 5 !Page Frontier will make all appropriate filings and preparations prior to the turn up of its video service including (1) filing a community registration with the FCC via FCC Form 322; (2) providing notice to local broadcasters and requesting either must- carry or retransmission consent election.

In its existing markets, Frontier complies with many additional federal requirements in providing its service, including all of the FCC requirements applicable to multichannel video programming distributors (such as equal employment opportunity and set-top box requirements), the FCC requirements applicable to EAS participants that are wireline video service providers, other FCC requirements applicable to provision of Vantage TV (Frontier Broadband Service in New York) (such as receive-only earth station license requirements and annual regulatory fees for IPTV providers), and the Copyright Office requirements for cable systems filing semi-annual copyright statements of accounts and paying statutory license fees. Frontier does not file an FCC Form 327 relating to CARS microwave facilities because Frontier does not use such facilities in connection with the provision of Vantage TV. Similarly, Frontier does not file FCC Form 320 and FCC Form 321 as they relate to the use of aeronautical frequencies that are not applicable to the IPTV technology.

In these areas where Frontier offers service, area, Frontier will use existing retransmission or must carry agreements for the New York Metropolitan DMA.

The planned carriage of these stations could include both primary and multicast signals of each station.

3. Extent and type of any origination cablecasting to be undertaken, and the facilities, equipment and staff to be employed therein; and i. Location of antennae and headend(s) Frontier has a "super head end" in Fort Wayne, Indiana which has a satellite "farm" used to download national content. This super head end has redundancy to receive terrestrial secondary feeds from Verizon, i.e., should an emergency interrupt service from one of its national content sources. The national content is encoded and then deployed over diverse 10 GIG circuits to the local head where the local content, including public, educational and government access channels, is inserted for delivery to end users. Customers in the Village will be served out of the head end in Fort Wayne, Indiana and a local head end in Wallingford, Connecticut. Frontier will pick up the local broadcast signals via fiber circuits and/or will also capture those signals by antennae located at the local head end and /or as a back-up, precautionary measure.

• Plans for tivo-way capability, including a proposed scheduled indicating when two-way capability will become available from particular points;

(00217838.DOCX / 1) 6age While an exact launch date has yet to be determined, Frontier is working diligently to complete all necessary work and required testing and operational readiness reviews to offer service to customers upon successful execution of a Franchise Agreement. Frontier will meet with Commission and appropriate member jurisdictions to share the actual launch date when it becomes finalized.

Location of origination points and origination facilities To be determined based on discussion with the Village. iv. Extent and type of automated services to be provided; and As noted in Section B above, Frontier has provided a sample channel lineup. See Exhibit A. This illustrates the vast selection of content available to subscribers.

Vantage TV offers:

Incredible 100% digital picture and sound.

Total-home DVR with ability to record up to six shows at once and view on any TV with a set-top box.

Instant channel change and super-fast navigation through our interactive program guide and Video on Demand.

The ability to watch up to six different channels at once with Multi-View.

The ability to Pause, Fast Forward, Rewind live or recorded shows on up to eight TVs in your house.

Next generation enhanced search which delivers real-time results by program name, actor/actress and other keywords across Live TV, Video On Demand and DVR recordings.

Introducing Channel Peeks which maintains full-screen viewing while "peeking" into other programming.

Recent & DVR Peek allows you to preview and tune to any of the last five channels or DVR recordings Number of channels to be utilized for access cablecasting, and the facilities, equipment, staff and other support to be available to access users including access utilization or production costs.

(0021783/1.1300( /11 7 1 P a g e v. Number of channels to be utilized for access cablecasting, and the facilities, equipment, staff and other support to be available to access users including access utilization or production costs. Frontier will carry the same number of PEG stations as the incumbent.

Frontier will make all franchised municipalities' access channels available to its subscribers. For purposes of acquiring the signal, Frontier will pick up the particular municipality's access channel signals at the point(s) of origination via fiber facility and transport such content back to the local VSO for insertion in the channel lineup. At the point(s) of origination, Frontier will need rack space and power for its equipment to receive the signals) handed off by the Village to Franchisee. Franchisee will pay for all facilities and equipment located on its side of the demarcation point where the Village will hand off its content to Franchisee and as is industry practice the Village will be responsible for all equipment on its side of the demarcation point.

B. The terms and conditions under which service is to be provided to educational and governmental entities. Frontier will provide at no charge expanded basic service to all government buildings, schools, and public libraries located within its service footprint so long as those locations are capable of receiving service from Frontier and no other cable provider is providing service at such locations.

C. Terms concerning rates and construction schedules which satisfy the requirements of 16 NYCRR Part 895.

1. Rates

Final rates have yet to be determined, please see "Exhibit B- sample rates" which are offered here for illustrative purposes.

2. Construction Schedules

Frontier is still finalizing its initial footprint for the deployment of cable services within the Village service area. Frontier's planned deployment is highly confidential. Pursuant to an executed franchise agreement(s), Frontier will meet regularly with the Village and the Commission to discuss where service is available and any plans for additional deployment. Frontier is the second entrant into the wireline video market in the Village. As a second entrant, investment in and expansion of Frontier's cable system should be driven by market success, and not a contractual requirement for ubiquitous coverage.

The following sets forth some critical background with respect to employment of both telecommunications and cable infrastructure. Initially, local telephone companies were

{00217838.DOOC / 1} 8age granted monopolies over local exchange service in exchange for taking on a provider of last resort obligation- a duty to provide service - to customers in its service territory. Similarly, with respect to video services. The incumbent video provider (and its predecessors) operated as a monopoly over facilities-based video. In exchange for making the capital investment to deploy facilities, the incumbent cable company got 100 percent of the customers who wanted cable television.

Subsequently, with respect to telephone services, the federal and local governments effectively eliminated the local telephone monopolies and fostered robust competition. It should be noted that in doing so, the telecom second entrant had absolutely no obligation to build any facilities or to serve any particular location(s) at all. As the FCC noted, imposing build-out requirements on new entrants in the telecommunications industry would constitute a barrier to entry (13 FCC Red 3460, 1997). Cable companies were free to enter the telecom market on terms that made business and economic sense to them. This very environment was the catalyst for robust wireless and wireline competition and the proliferation of higher broadband speeds.

Congress became concerned about the lack of competition in the video world and in 1992 amended federal law to prohibit a local franchising authority from "unreasonably[y] refus[ing] to award an additional competitive franchise." 47 U.S.C. § 541(a)(1) provides a direct avenue for federal court relief in the event of such an unreasonable refusal. 47 U.S.C. § 555(a) and (b). Until the advent, however, of state statutes granting statewide cable franchises without a mandatory build requirement (e.g., Florida) or progressive cities willing to grant competitive franchises, cable monopolies continued to the detriment of consumers and competition. Level playing field requirements are just one example of barriers to competitive entry erected by cities at the behest of the cable monopolies.

Courts have ruled, however, that "level playing field" provisions do not require identical terms for new entrants. See, for example, Insight Communications v. City of Louisville, 2003 WL 21473455 (Ky. Ct. App. 2003), where the court found: There will never be an apple-to-apple comparison for Insight and other franchisee simply because Insight is the incumbent which in its own right and through its predecessors has been the exclusive provider of cable services in the City of Louisville for almost thirty years. No new cable franchiSee can ever be in the same position as a thirty-year veteran. See also, In Cable TV Fund 14-A, Ltd v. City of Naperville (1997 WL 209692 (ND. Ill); and New England Cable Television Ass'n, Inc. v. Connecticut DPUC 717 A.2d 1276 (1998).

{00217838.DOCX / 1) 9age generally are best served if market forces determine when and where competitors enter. Regulatory restrictions and conditions on entry tend to shield incumbents from competition and are associated with a range of economic inefficiencies including higher production costs, reduced innovation, and distorted service choices." (Department of Justice Ex Parte, May 10, 2006, FCC MC Dkt 05-311)

The fact is that the incumbent cable provider has (1) an established market position; (2) all of the cable customers; and (3) an existing, in-place infrastructure. These disparate market positions make imposing a build-out requirement on a competitive entrant bad public policy. Under the guise of "level playing field" claims, incumbent cable operators seek to require new entrants to duplicate the networks the incumbents built as monopolies, knowing that such a requirement will greatly reduce, if not eliminate, the risk of competitive entry.

In 2007, the FCC issued its findings with respect to facilities based video competition and held as follows: (1) with respect to level playing field requirements, the FCC stated that such mandates "unreasonably impede competitive entry into the multichannel video marketplace by requiring local franchising authorities to grant franchises to competitors on substantially the same terms imposed on the incumbent cable operators (Para. 138); and (2) with respect to mandatory build out, the FCC held that "an LFA's refusal to grant a competitive franchise because of an applicant's unwillingness to agree to unreasonable build out mandates constitutes an unreasonable refusal to award a competitive franchise within the meaning of Section 621(a)(1) [47 U.S.C. § 541(a)(1)]."

Those two FCC holdings alone should put this entire matter to rest - level playing field requirements and unreasonable mandatory build requirements are bathers to competitive entry in the cable market and violate the federal Cable Act and the FCC's order. New York, however, codified its requirements in a state law and the FCC expressly declined to "preempt" state laws addressing the cable franchising process.

It is clear, however, that the FCC did not intend to protect the New York statute which mandates the imposition of barriers to entry on each and every local franchising authority. As various providers were trying to enter the competitive cable market and encountering barriers such as level playing field requirements and mandatory build out provisions, many states passed statutes to facilitate competitive entry and to prevent local franchising authorities from erecting barriers to entry. Such laws were passed in 26 states including Florida, Missouri and North Carolina, where incumbent video providers have taken advantage of the streamlined process to enter a market without a mandatory build obligation. These laws have facilitated competitive entry as evidenced, for example, by the presence of four facilities based competitors in the Orlando, Florida market, including CenturyLink and Comcast. As such, these state laws are aligned and not in conflict with the FCC's and Congress' policies for promoting competition in the video distribution market.

{002178313.DOOC / 10 Page

New York's cable law, however, is quite the opposite. New York's cable act dates back to the 1970s and directs each local franchising authority to impose not only a level playing field across a broad range of issues (many of which Frontier does not oppose), but also a five year mandatory build out requirement. Both of these provisions have been deemed to be barriers to entry by the FCC. The incontrovertible fact is that the law has been extremely successful in barring cable communications competition in the Village. The Village has not experienced any facilities-based competition because of the barriers to entry New York codified in 16 NYCRR Part 895.

In support of this position, that the FCC's 2007 Order preempts 16 NYCRR §895.5, Frontier notes the following:

• Conflict preemption: State law may be preempted without express Congressional authorization to the extent it actually conflicts with federal law where state law "stands as an obstacle to the accomplishment and execution of the full purposes and objectives of Congress." English v. General Elec. Co., 496 U.S. 72, 79 (1990).

• Whether state law constitutes a sufficient obstacle is a matter of judgment to be informed by examining the federal statute as a whole and identifying its purpose and intended effects. Crosby v. Nat'/ Foreign Trade Council, 530 U.S. 363 #372 (2000).

• 16 NYCRR §895.5 mandates terms that each municipality must implement in granting a new or renewed cable franchise.

• 16 NYCRR § 895.5(b)(1) provides "That within five years of receipt of all necessary operating authorizations , cable television service will be offered throughout the authorized area to all subscribers requesting service in any primary service area.

• Section 621(a)(1) initially gave local authorities the authority to grant franchises, but this broad grant resulted in exclusive franchises/monopolies. Congress "believe[d) that exclusive franchises are contrary to federal policy ... which is intended to promote the development of competition." H.R. Conf. Rep. No. 102-862, at 77 (1992).

• Legislative history clearly supports that Congress was focused on fostering competition when it passed the 1992 Act. Owest Broadband Servs. Inc. v. City of Boulder, 151 F. Supp.1236, 1244 (D. Colo. 2001).

(00217838.000( / 1} 11 i Page award a competitive franchise within the meaning of Section 621(a)(1)." The FCC order, however, targeted local and not state laws.

• Arguably, the New York build requirements set forth in 16 NYCRR § 895.5 are in conflict with Section 621(a)(1) and are, therefore, preempted:

• In the Boulder case, the court applied Section 621's prohibition on unreasonable refusals to grant franchises to find conflict preemption where local rules required voter approval for any new franchises.

• The mandatory build out in the New York law could be considered a de facto "unreasonable refusal" to grant a franchise and thus conflict with the pro-competition purpose set forth in Section 621(a)(1).

• In upholding the FCC's ruling, the Sixth Circuit stated that "while the [FCC] characterized build out requirements as 'eminently sensible' under the prior regime in which cable providers were granted community-wide monopolies, under the current, competitive regime, these requirements 'make entry so expensive that the prospective ... provider withdraws its application and simply declines to serve any portion of the community." Alliance for Cmty Media v. FCC, 529 F.3d 763, 771 (6th Cir. 2008).

• The FCC ruling targeted local rules and actions and the FCC refrained from preempting state regulation because it lacked "a sufficient record to evaluate whether and how such state laws may lead to unreasonable refusals to award additional competitive franchises." FCC Cable Franchising Order (FCC 06-180, at n.2 &126). That is not to say, however, that upon full consideration, the FCC would not find the New York mandatory build requirements to constitute an unreasonable refusal under Section 621.

o The franchising laws which were being enacted about the time of the FCC order facilitated competitive entrants into the facilities based video market.

o In sharp contrast, the New York statutes mandates individual cities and commissions to include onerous build out schedules which, standing alone, would run afoul of the FCC's order.

(0021.7838.DOOC / 1} 12 1 Page could be awarded a competitive franchise without satisfying all the mandates of Chapter 238. See e.g., Mediacom Minnesota, LLC v.City of Prior Lake, Minn. Ct. of Appeals, A09-1379 (Unpublished decision, Filed June 22, 2010). In October 2014, the City of Owatonna awarded a competitive franchise to a second provider, and the franchise did not contain the five year build requirement set forth in Chapter 238. Rather, it contained a market success model expressly endorsed by the FCC. The competitor will provide service to 25 percent of the City of Owatonna and will have no further obligation to enable the provision of cable communications services until 48 percent of households in the footprint subscribe to its service.

Finally, nothing in the FCC's Order on Reconsideration released in January of this year alters the above analysis.

Should the Village, for any reason, oppose Frontier's market success build-out proposal, Frontier will alternatively propose a limited geographic franchise agreement to identify the areas within the Village where Frontier would make cable service available. As demonstrated by the franchise awarded to Verizon by the City of Glen Cove, the New York Public Service Commission has recognized the legitimacy of such geographically limited franchises.

General Manager, New York South: Deb Bogdanski is the general manager overseeing Frontier's New York operations in the Hudson Valley area. She is responsible for overall operations and service metrics for customer service in the Hudson Valley markets, facilitating all Frontier outreach, including sales and customer events. She serves on the Hudson Valley Pattern for Progress Board of Directors, Orange Regional Medical Center Foundation Board of Trustees, and coordinates local activities, including coordination of volunteers for United Way events, Meals on Wheels, Honor Flight and facilitating donations for many local non-profit organizations.

Senior Vice-President/General Manager, New York: is Elena Kilpatrick with overall

{00217838.000( / 1} 13 1 P a g e

operations responsibility for the state of New York. She has overall responsibility for the entire operations organization in the New York and is responsible for all customer service and community relations for the state. Elena was formerly the Vice President/general manager for Pennsylvania prior to being promoted to his current position in 2016.

President and Chief Executive Officer: Daniel J. McCarthy became a member of the Frontier Board of Directors in May 2014. He has been President and Chief Operating Officer since April 2012 and was Executive Vice President and Chief Operating Officer from January 2006 to April 2012. Before this, he was Senior Vice President, Field Operations from December 2004 to December 2005, Senior Vice President, Broadband Operations from January 2004 to December 2004, and President and Chief Operating Officer of Electric Lightwave from January 2002 to December 2004.

Mr. McCarthy has been with Frontier Communications Corporation since 1990, when he joined the company's Kauai, Hawaii, electric division. In 1995, he moved to Flagstaff, Arizona, and assumed responsibility for the company's energy operations. In 2001 he was promoted to President and Chief Operating Officer of Citizens Public Services sector, responsible for the company's energy and water operations. He earned a bachelor's degree in marine engineering from the State University of New York Maritime College at Fort Schuyler, and holds an M.B.A. from the University of Phoenix.

In October 2013, he was appointed a Trustee of The Committee for Economic Development, a nonprofit, nonpartisan, business-led, public policy organization that combined with The Conference Board, a nonprofit business membership and research group organization. In December 2013, Mr. McCarthy was elected to the Board of Trustees of Sacred Heart University in Fairfield, Connecticut. He is also a member of the Western Connecticut Health Network Corporate Advisory Council.

Executive Vice President and Chief Financial Officer: John M. Jureller is Executive Vice President and Chief Financial Officer. He joined Frontier Communications in January 2013 as Executive Vice President and Chief Financial Officer—Elect and became Chief Financial Officer on February 27, 2013.

From 2008 through 2012, Mr. Jureller was Senior Vice President, Finance and Operations for the Resources Group of General Atlantic LLC, a global growth private equity firm managing $17 billion around the globe.

(002171138.DOCX / 1) 14IPage and Corporate Development at Caribiner International, Inc. Early in his career, Mr. Jureller held increasingly senior financial roles at PepsiCo World Trading Company, Inc., Emcor Group, Inc., and General Electric Capital Corporation. Mr. Jureller began his career in finance at Bankers Trust Company. Mr. Jureller earned a B.S. with Distinction and an M.B.A. in Finance from Cornell University. He sits on the Board of Directors of White Plains Hospital in White Plains, New York and is a member of the hospital's Finance Committee.

Executive Vice President and Chief Customer Service Officer: Cecilia K. McKenney is Executive Vice President and Chief Customer Service Officer, responsible for Frontier Secure, Marketing and Customer Service. She was previously Executive Vice President, Frontier Secure and Administration, responsible for Frontier Secure, Human Resources, Marketing, and Product Development. Before this, she was responsible for Human Resources, Sales Operations, Corporate Communications and Public Relations. She was Executive Vice President, Human Resources and Call Center Sales & Service from February 2008 to May 2012.. Ms. McKenney joined the company as Senior Vice President, Human Resources in February 2006. She is a member of the company's Senior Leadership Team and reports to the CEO.

Frontier Secure, a service of Frontier Communications, offers products and services to protect every aspect of digital life, including computer security, cloud backup & sharing, the connected home, identity protection, equipment protection and 24/7 U.S.-based premium technical support. Its products and services are sold nationwide directly to consumers and small businesses, and wholesale through strategic partnerships. Prior to Frontier, Ms. McKenney was Group Vice President of Headquarters Human Resources for the Pepsi Bottling Group, Inc. (PBG) in Somers, New York, responsible for all Human Resources functions supporting PBG's worldwide operations. Her organization supported PBG's headquarters and call center in addition to providing long-term strategic direction and day-to-day business support for Staffing, Compensation and Benefits, Diversity, Training, Talent Development and Human Resources Systems.

Ms. McKenney joined the Pepsi-Cola Company in 1989 in its headquarters-based employee benefits group. She became Human Resources Manager in Pepsi-Cola's Northeast Business Unit in 1992. In less than two years, Ms. McKenney transferred to Northern California to manage HR issues for the company's San Francisco market. In 1995; she was appointed Director of Human Resources for PBG's California Business Unit. When PBG became an independent company near the end of 1998, Ms. McKenney was appointed Vice President, Staffing and Diversity at Company's headquarters. In 2000, she was promoted to Vice President, Headquarters Human Resources and was named Group Vice President, Headquarters Human Resources, in 2004.

Prior to Pepsi, Ms. McKenney worked for Mutual of New York and L.F. Rothschild in Human Resource and Management roles. She earned a bachelor's degree in business administration from Franklin & Marshall College and is a Certified Employee Benefits Specialist.

{00217838.I/00( / 1} 15 1 Page Ms. McKenney is a member of The Leadership Council of Franklin & Marshall College and a member of the Board of Directors of The Child Care Council of West Monroe County, Inc. In May 2014, she was honored with the HR Leader Award in the Large Company category at the 2014 Fairfield County HR People of the Year Awards. The awards are given each year by The Southern Connecticut Chapter of the Society for Human Resource Management to recognize individuals whose performance and contributions have significantly benefited their organizations, the Human Resources profession and the community.

Executive Vice President, External Affairs: Kathleen Quinn Abernathy is Executive Vice President, External Affairs, responsible for the company's governmental and regulatory affairs. From March 2010 to June 2012, she was Chief Legal Officer and Executive Vice President, Regulatory and Governmental Affairs. Prior to joining Frontier, she was a Partner at Wilkinson Barker Knauer LLP, advising clients on a wide range of legal, policy and regulatory issues related to telecommunications and the media. Before this, she was a Partner at the law firm of Akin Gump Strauss Hauer & Feld, LLP.

Ms. Abernathy served as a Commissioner with the Federal Communications Commission (FCC) from 2001-2005. While a Commissioner, she chaired the Federal-State Joint Board on Universal Service and participated as a U.S. representative in numerous international bilateral and multilateral negotiations, including the 2002 International Telecommunication Union (ITU) Plenipotentiary Conference and the 2003 ITU World Radiocommunications Conference. She was appointed by the ITU to chair the 2004 ITU Global Symposium for Regulators.

Prior to joining the FCC, Ms. Abernathy was Vice President for Public Policy at BroadBand Office Communications; Vice President for Regulatory Affairs at US West; and Vice President for Federal Regulatory Affairs at AirTouch Communications. Earlier in her career, she was Legal Advisor to two FCC commissioners and a Special Assistant to the agency's General Counsel.

Ms. Abernathy has received numerous honors and awards in recognition of her contributions to the profession. In 2011 she was named one of the "Top Ten Women in Telecom" by Fierce Telecom and honored by Legal Momentum with an "Aiming High Award." She was featured in Chambers USA's "Leaders in their Field" in the Telecom, Broadcast & Satellite: Regulatory category (2009); included in the Washington, DC edition of Super Lawyers (2009, 2010); and named one of Washington's Top Lawyers by Washingtonian magazine (2007, 2009).

Ms. Abernathy served on Frontier Communications' board of directors from April 2006 through February 2010. She is currently on the boards of the John Gardner Fellowship Association, which is affiliated with U.C. Berkley, and Stanford University and Children Now. She also serves on the board of ISO New England Inc., the operator of New England's bulk power and wholesale electricity markets. {00217838.DOOH /1) 16IPage Ms. Abernathy received her B.A. magna cum laude from Marquette University and her J.D. from Catholic University of America's Columbus School of Law, where she was a Distinguished Practitioner in Residence. She is a member of the District of Columbia Bar and the Federal Communications Bar Association, of which she is a Past-President, and has served as an adjunct professor at Georgetown University Law Center and The Columbus School of Law.

Executive Vice President, General Counsel Secretary: Mark D. Nielsen joined Frontier in March 2014 as Senior Vice President, General Counsel, and Secretary. Prior to this, he was Associate General Counsel and Chief Compliance Officer for Danbury, Conn.-based Praxair Inc. From 2007 to 2009, he was a Vice President and Assistant General Counsel of defense contractor Raytheon Co. Before that, Mr. Nielsen served as Chief Legal Counsel, and then Chief of Staff, to Massachusetts Governor Mitt Romney (2004-2007).

Mr. Nielsen began his legal career in 1990 as an associate with the Hartford law firm of Murtha, Cullina LLP. He also served three two-year terms in the Connecticut Legislature, one term in the House (1993-1995) followed by two terms in the Senate (1995-1999).

Mr. Nielsen graduated from Harvard College magna cum laude and Phi Beta Kappa. He earned his law degree, cum laude, from Harvard Law School.

F. A statement indicating whether the applicant or any of its principals owns or operates any other cable television system, directly or indirectly, and a statement indicating the name of any such operation(s) and the name and address of the chief executive officer(s) of the franchising authority(s) in which such system or station is located. Frontier Communications of New York, Inc. operates as a subsidiary of Frontier Communications Corporation.

Frontier Communications Corporations Board of Directors believes that the purpose of corporate governance is to ensure that Frontier maximize stockholder value in a manner consistent with legal requirements and the highest standards of integrity. The Board has adopted and adheres to corporate governance practices which the Board and senior management believe promote this purpose, are sound and represent best practices. We continually review these governance practices, Delaware law (the state in which we are incorporated), the rules and listing standards of the NASDAQ Exchange and SEC regulations, as well as best practices suggested by recognized governance authorities.

Frontier's Board of Directors' Code of Business Conduct and Ethics reflects Frontier's commitment to maintain a culture of integrity, honesty and accountability when dealing with our business partners, our customers, our stockholders and each other. It is intended to help us focus on areas of ethical risk, recognize and deal with ethical issues, and to provide us with the resources and procedures. The code applies to all of Frontier's

(00217838.D00( / 1} 17 I P a g e directors, officers and employees, including those at Frontier's subsidiaries and affiliates.

Directors:

Pamela D. Reeve, Chairman

Leroy T. Barnes Jr., Director

Peter C.B. Bynoe, Director

Diana S. Ferguson, Director

Edward Fraioli, Director Daniel J. McCarthy, Director

Virginia P. Ruesterholz, Director

Howard L. Schrott, Director

Larraine D. Segil, Director Mark Shapiro, Director

Myron A. Wick, III, Director

Officers:

Chief Executive Officer and President Daniel McCarthy

Executive Vice President, External Affairs Kathleen Quinn Abernathy

Executive Vice President and Chief Financial Officer John M. Jureller

Executive Vice President, and Chief Custom Office Cecilia K McKenney

Executive Vice President, Field Operations John I sigs

Executive Vice President and Chief Technology Officer Steve Gable

Senior Vice President, General Counsel, Secretary Mark D. Nielsen

Executive Vice President and Chief People Officer Kathleen Weslock

Contact information for the members of Frontier's Board of Directors and Management, as well as their profiles, may be found at http://investor.frontier.com/directors.cf and Frontier's Management's profiles found at http://investor.frontier.com/manaaement.cfm.

(00217838.D00( / 181Page For information concerning the number of shares held by each officer or director of Frontier, please see Frontier Communications Corporation's most recent Form 10-K (along with all other SEC filings) found at: htip://investor.frontier.comisec.cfm.

For information concerning intercompany relationships, including the parent, subsidiary or affiliated companies please see the detailed corporate structure depicted on the attached Exhibit C.

G. A documented plan for financing the proposed system, which plan shall indicate specifically every significant anticipated source of capital and any and all limitations or conditions with respect to the availability of the indicated sources of capital. Frontier's ultimate parent company is Frontier Communications Corporation. Frontier Communications Corporation's most recent Form 10-K (along with all other SEC filings) may be found here: http://investor.frontier.com/sec.cfm. Frontier Communications Corporation is an S&P 500 company and is included in the Fortune 1000 list of America's laigest corporations with reported fourth quarter 2015 revenue of $1,413 million and operating income of $182 million. Frontier does not require any unique or additional fimding sources (i.e. special notes or bonds) in order to deploy its Vantage TV service in this, or any other market.

As a publicly traded company, Frontier releases a very limited amount of forward- looking information for the company as a whole, but it does not provide forward- looking information at the individual market level because it could lead to incorrect or inappropriate assumptions or conclusions by its current and potential investors regarding the business as a whole. Given the extremely sensitive nature of the information contained in the requested pro forma, Frontier cannot file this information as part of its application.

H. A statement indicating whether the applicant or any of its principals (which, in the case of corporation, shall include all officers, directors and persons having a legal or equitable interest in 10 percent or more of the voting stock): 1. Has ever been convicted of a crime involving moral turpitude (including criminal fraud) or is presently under indictment charging such a crime. No. ' 2. Has ever been held liable by any court of competent jurisdiction in any civil action based on fraud, deceit or misrepresentation: No. Or

{00217838.DOCX / 11 19 I P a g e

3. Has ever been punished or censured in any jurisdiction for any violation or attempted violation of any law, rule or order relating to cable television operations. No. If the statement is affirmative with respect to any of the above-mentioned adverse considerations, the applicant should include in the statement of such explanatory material as it deem appropriate.

I. The applicant shall mail a copy of the application to each person that holds an existing • franchise from, or'prcrvides cable service in the municipalities. Such mailing shall be made on or before the date the applicant submits its application to the municipality.

Jack D. P Director, Gov't and External Affairs

Subscribed #nd sworn to before me this Og I Nilo VP

WU Cidiorta- Ab24- publi My Commission Expires: 0/13// -O

(00217838.DOCIC / 1} 20IPage Exhibit A rfcr tt. tt t; \TO UR VANTAGES 17IF REM/Or-L-7 CC

Power On/Off Control Devices Devices with Mode Buttons Rewind or Fast Forward Progrom

Allow Novigotion between lnitiote Program TV Components (RGB, Recording Analog. other) Stop Pr.:gram Play Pause Prz.gyam Play — Start or Resume Program Play DVR Jump Forward or Bad ward by Interval Go to Recorded TV Go to the On Demand Library Programs List

View Online Weather. Return to Previous Sports, Stocks and Menu Screen Traffic

Navigate Channels. Go to Main Menu Menus and Screens Screen Select On-Screen Return to Live TV Option Display Program Info Access Applicotions Screen (If Applicable) Chonge./Pooe Guide Change Volume Up or Down.

Mute Audio Go to Interactive Program Guide Screen

Return to Previously Numeric Alpha Text Keypad for Viewed Live TV Channel Channel and Search Functions

Edit Text on the Access the Screen Search Seen Viewing Options

UPGRADE TO THIS W NitiELIG COMBO

Get the ultimate in entertainment freedom! Our exdusive Wireless Receiver lets you enjoy TV virtually anywhere in your home. Design your room to suit your style—you're no longer tied to your TV outlet! And our Point Anywhere Remote Control doesn't require lineal-sight, so it works however you aim it—even through cabinets and walls. Add them both for amazing flexibility and convenience.

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The Point Anywhere Remote Control is intended and.sold for use only with Vanatge7V receivers. fvlay not be compatible with all entertainment systems or capable of accepting every programming code for other devices. Limited one-year replacement-only warranty See enclosed User Guide for further information. Go to Fromiexcom for datails. Technical restrictions apply; may not be available to all customers. ants Frontier Communications Corporation. :7,-V,fR HAM C.:14AV ttl EL py 210 MTV 502 Pent 492 Fox News Channel Fox Sports 1 651 MTV Hits 509 ReettChannei 799 -wide Ch trrtnsti Fox Sports 2 652 MTV Live 505 SEC Network 607 178 MTV Tr3s Smithsonian Channel 118 Adult Only On Demand 956 Freeform 3142 84 MTV2 504 Univisioo Oepertes 658 DVR App 9999 Frontier Shopping 1 Frontier Account Manager App 9910 Frontier Shopping 4 429 mtvU 510 745 Music Choice Play Vantage TV On Demand 1 FS Carolinas (FS South) 5100 729 Nat Geo Wild 266 FS Southeast (SportsSouth) National Geographic Channel fuse 535 265 Fusion 206 NBC Spots Network 640 =NM5StarMAX 840 Basic FX 129 NBC Universo ((ka rnun2) 3009 ActionMAX 836 FX Movie Channel 792 Nick Jr_ 320 Baby TV 330 EVINE Live 19 Nick Toons 318 Oeemax 832 HSN 6 FXX 128 FYI (fka RIO) 272 Nick2 316 Encore 932 QVC 12 Nidcelodeon 314 Encore Action 938 WARZ_LP 34 GAC 529 3003 One America News Network 208 Encore Black 942 WLFL (CW) 22 Galevision 641 OWN 170 Encore Classic 934 WNCN (NBC) 17 Golf Channel Oxygen 368 Encore Espanol 943 GSN 173 WRAL (CBS) 5 257 QVC 420 Encore Family 944 H2 WRAY (IND) 30 QVC+ 421 Encore Suspense 936 Hallmark Channel 117 WRAZ (FOX) Hallmark Movies & Mysteries 133 RLTV 175 Encore Westerns 940 WP,PX (ION) 47 450 Science 258 EPIX 891 HGTV 1NTNC (UniMosi 26 Smile of a Child TV 340 EPIX 2 893 History 256 WTVD (ABC) 11 203 SonUfe Broadcasting Network 580 EPIX Drive-In 896 HEN VVUNC (PBS) 4 424 Spike TV 145 EPIX Hits 894 HSN VVUVC (Unieision) 40 Sprout 337 ESPN Deportes 3113 HSN2 425 JFC 797 Sundance TV 798 ESPN Goal Line/Buzzer Beater/ 613 INSP 564 SyFy 151 Bases Loaded 890 Prime Investigation Discovery 260 113N 560 FUX 647 Jewelry Television 197 TIE 112 Fox College Sports -Atlantic 648 A&E 132 Justice Central 166 TCM 790 Fox College Sports - Central 649 AMC 119 Lifetime Television 360 TeenNick 322 Fox College Spars - Pacific 762 Arnericm Heroes LMN 362 The Chords Channel 565 FS Arizona ((la Military-Channel) 259 737 LOGO •183 The Time Life Channel 229 FS Detroit Animal Planet 720 252 MC 70s 5129 The Word Network 575 FS Florida As Seen On TV 37 748 MC 80s 5128 TLC 250 FS Midwest AWE (fka Wealth TV) 147 774 MC S'Os 5127 TNT 108 FS Prime Ticket BBC America 122 776 MC Adult Alternative 5116 Travel Channel 254 FS San Diego BET 155 753 MC Alternative 5115 itruTV 164 FS Southwest BET Gospel 516 772 MC Blues 5146 TV Land 138 FS West BET Jams 744 508 MC Classic Country 5134 TV One 157 F5 Wisconsin BET Soul 490 522 MC Classic Rock 5118 tvtvl all 367 Havoc TV Boomerang 327 802 MC Classical Masterpieces 5110 Universal 105 HBO Bravo 181 810 MC Conte,. i ary Christian 5135 Uplift TV 571 HBO Comedy BIN 806 650 MC Country Hits 5133 USA Network 124 HBO Family BUY TV 228 814 MC Dance/EDM 5103 Valu TV 82 HBO Latino 196 808 Buylt MC Easy Listening 5148 Velocity 104 HBO Signature Buylt2 247 812 MC Gospel 5111 VH1 518 HBO Zone 567 804 BYU MC Hip-Hop and R&B 5105 VH1 Classic 520 H802 C-SPAN 103 230 MC Hip-Hop Classics 5107 WE 372 HDNet Movies C-SPAN2 9i 4 231 MC Hit List 5101 WGN Americo 180 InciePlex C-SPAN3 232 846 MC Indie 5104 MAX Latino Cartoon Network 325 MereMAX 834 MC Jazz 5145 Centric 515 MovieMAX 842 MC Kids Only! 5124 153 MoviePlex 909 Chiller MC Light Classical 5150 sloe 161 New England Sports Network 711 MC Max 5102 AXS 1V 102 CMT 525 Outdoor Channel 680 MC Metal 5114 Baby First TV 310 CMT Music 527 OuterMAX 844 MC Mexican 5138 BBC World News 207 CNBC 216 RetroPlex 916 MC Musics Urbana 5137 CBS Sports Network 643 CNN 789 232 MC Party Favorites 5122 CCTV News (Ike CCTV-9) 3602 SHORTS Comedy Central 140 Showtime 852 MC Pop & Country 5131 CNBC World 217 Cooking Channel 456 Showtime Beyond 860 MC Pop Hits 5121 CNNI (CNN international) 205 Crime & Investigation Network 163 858 MC Pop Latino 5136 Destination America 465 Showtime Extreme Daystar 563 Showtime Family Zone 862 MC R&B Classics 5109 El Rey 466 Discovery Channel 120 Showtime Next 864 . . MC R&8 Sob) 5110 ESPN College Extra 614 Discovery Family (fim The Hub) Shoe:Brno Showcase 856 335 MC Rap 5106 ESPN College Extra 615 854 Disney Channel 302 MC Reggae 5112 ESPN College Extra 616 Showtime Too Disney Jr_ Showtime Women 866 306 MC Rock 5113 ESPN College Extra 617 Sports rime Ohio 735 Disney XD 304 MC Rock Hits 5117 ESPN College Extra 618 DIY Network Sportsman Channel 642 454 MC Singers & Swing 5147 ESPN College Extra 619 E! Entertainment 902 -Television 134 MC Smooth Jazz 5144 ESPN College Extra 620 Stars ESPN Starz Cinema 908 602 MC Soft Rock 5119 ESPN College Extra 621 910 ESPN Classic 603 MC Solid Gold Oldies 5130 FOX Deportes 3114 Stare Comedy 904 ESPN2 606 MC Sounds of the Season 5141 FUNimation (Rebranded to Toku) 484 Start Edge 604 Stars in Black 406 ESPNews MC Soundscapes 5143 Life (fka Discovery Fit & Health) 468 605 Stars Kids & Family 912 ESPNU MC Teen Beats 5123 Lifetime Real Women 364 Esquire Network 380 Sun Sports 722 MC Throwback Jerre 5108 Military History 276 EWTN 562 634 ThrillerMAX 838 MC Today's Country 5132 MLB Network EVVTN Espanol 3077 IV 264 TMC 882 MC Toddler Tunes 5125 NASA FamiOlet 566 Xtra 884 MC Tropicales 5139 NBA TV 632 FM 182 TVG2 672 MC Y2K 5126 NFL Network 630 FoodiNetwork Work Fishing Network 679 452 MGM 116 NHK World 221 YES Network 705 Fox Business Network 211 MSNBC 215 Ovation 385 friteinc!ti

MIS Strike Zone Arabic Radio & Television (AR7) 3732 NFL RedZone 629 CCTV-4 3603 PAC 12 Bay Area 760 Chennel One Russia 38132 PAC 12 Los Angeles 761 3604 CTI-7J-iong flan PAC 12 Network 759 ET-Global 3632 ET-News 3631 vil.lf• • • t • GMA Pinoy 3683 MBC America 3643 Phoenix North America Chinese 3606 NBA League Pass 1/MLS 681 Channel (Chinese-Mandarin) NBA League Pass 2/MLS Direct rack 682 Rai Italia 3802 Saigon Broadcasting Television NBA League Pass 3/MLS Direct Kick 683 3662 Network (SBTN) NBA League Pass 4/1vILS Direct rrok 684 SET Asia 3704 NBA League Pass 5/MLS Direct Kick 685 The Filipino.Channel 3682 NBA League Pass 6/MLS Direct 100: 686 TV Asia 3703 NBA League Pass WhilLS Direct Kick 687 TV Japan 3680 NBA League Pass 8/MLS Direct Kick 688 TV Polonia 3862 NBA League Pass 9/MLS Direct Kick 689 TV5MONDE 3832 Zee TV 3702

Aztecs America 3019 Azte© Corazon 3020 HD PIN Events 105 Bandamax Estados Unidos 3146 1VN Event TV 107 Boomerang en Espanol 3053 Canal SUR 3111 Centroamerica TV 3044 One Estelar 3124 A La Carte Cine Latino 3126 Cine Mexicano 3134 Fox Soarer Pies 653 Cine Nostalgia 3125 Playboy IV 952 CNN en Etpanol 3110 PlayboylV en Espanol 954 De Pelicula 3128 De Pelicula Clasico 3129 Discovery en Fiipanol 3102 Discovery Farniha 3103 Disney XD en Espanol 3052 ForoTV 3108 Fox Life (fka Utilisima) 3049 Gol1V (Spanish) 656 History en Espanol 3104 H1TN 3055 MEGA TV 3008 Mexicenal 3021 Multimedio t 3065 Nat Geo Mundo 3101 Nuestra Title 3026 Pasiones 3018 iiitrnoson Latino EUA 3149 TBN Enlace USA 3078 Tele N (lea Latele Novela) 3017 Telefe International 3035 Telehit 3143 Television Dominicana 3047 Television Espanola 3029 tiNovelos 3016 TV Chile 1032 V-me rids 3C48 Viendo Movies 3132 WAPA America 3013

Get answers 24/7 at Frontier.comMelpcenter or call 1.800.921.8101.

*Channel and programminc ovailebilhy subject. to change without notice_ For your most current channel lineup, please visit Frontier.com. Chanreal/conterrt available for viewing in Multiview is based on TV package and additional programming purchased. 00537...CLU_Durham_NC_WEB_021116 Exhibit B

Vantage TV

• Incredible 100% digital picture and sound • Total-home DVR with ability to record up to six shows at once and view on any 1'V with a set-top box* • Instant channel change and super-fast navigation through our interactive program guide and Video on Demand • See up to six different channels at once with Multi-View • Pause, Fast Forward, Rewind live or recorded shows on up to 8 TVs in your house • Next generation enhanced search delivers real-time results by program name, actor/actress and other keywords across Live TV, Video On Demand and DVR recordings • Introducing Channel Peeks: maintains full-screen viewing while "peeking" into other programming o Recent & DVR Peek allows you to preview and tune to any of the last five channels or DVR recordings

Call1.888.481.0526 or 0 Chat Live Taking innovation to the next level The new visual guide offers the option of full screen, Picture-in-Picture enabled view of what is airing now (On Now), earlier (Just Missed) or is coming up (On Next) with one-touch buttons to record: Channel Peeks maintain full screen viewing while "peeking" into other options including: Recent Peek enables a customer to preview and tune to any of the last five channels viewed, DVR Peek enables a customer to preview and tune to any of the last five DVR recordings viewed, Channel and Browse Peek surfaces rich details for On Now, On Next and Just Missed Content and Options Peek enables quick access to settings or fitters

200+

Channels Vantage"' TV Prime Over 200 popular digital channels including National Geographic Channel and NBC Sports, as well as great family programming.

Starting at771Mwttrfor 12 months. TV equipment charges apply. 250+

Channels Vantage"' TV Extreme Over 250 popular digital channels including HBO, Cinemax, Fox Sports, our Sports Package and more.

Starting at9211vbrIth*for 12 months. TV equipment charges apply. 300+

MORMON. lk Channels

Vantage"' TV Ultimate Over 300 channels including favorites like HBO, our Sports Package and The Movie

Channel.startinErati 24' mcmth—for 12 months. TV equipment charges apply. VantageTV Exceptional entertainment programming at your fingertips. Crystal clear, 100% digital.

Vantage TV provides the Best in Entertainment Programming. Vantage TV delivers crystal-clear, 100% digital picture and sound, and with over 300 channels of family favorites, blockbuster movies, and sports, there's a TV package for everyone!

Our most comprehensive package, Ultimate includes 300+ popular digital channels including HBO, Cinemax, Fox Sports and more.

Wireless set-top boxes are available so you can record your favorite shows to watch later, commercial-free. Take it one step further. Your favorite shows go wherever you go? Many of your favorite networks and shows are available for streaming on mobile devices as part of your TV plan through partner apps and the Vantage TV website. View it on your laptop or computer - never miss a cliffhanger, the winning homerun or season finale! You can also watch thousands of the latest movies, hottest TV shows, and Pay Per View events On Demand! Frontier offers free installation.

Need help? Check out our useful information by visiting the Frontier Help Center. We're proud to say our Technical and Customer Support teams are available 24/7 to answer any additional questions you might have. 'The number of channels that can be streamed simultaneously is dependent upon the bandwidth to the home and how your home is provisioned.

"Limited-time offer for qualified Frontier residential customers adding new Vantage TV. Service subject to availability. Monthly DVR and any additional set-top box changes for wired and wireless boxes apply. Limit four wireless set-top boxes per household, a one-time equipment fee of $49 applies per box. TV price guaranteed for 12 months. After 12-month promotional period, then-current everyday monthly price applies and is subject to change upon 30 days notice. All prices, fees, charges, packages. programming, features, functionality and offers subject to change. Minimum system requirements and other terms and conditions apply. Taxes, governmental and other Frontier- imposed surcharges apply. Offer includes waiver of TV installation fees. TV activation fee apples. Frontier reserves the right to withdraw this offer at any time. Other restrictions apply. ©2016 Frontier Communications Corporation. https://frantier.comNantageTV Exhibit C UPOATIID: 4;1/2010

Frontier Communlostions Corporation (Delaware)

Citizens Telecommunications Company of Citizens Telecommunications Company Miens Telecommunications Company Minna NEWCOM Company (Delaware) California, Inc. of Idaho al Hinds (California) (Delaware) (Minato Chlens Ter000mmunloations Company Citizens Telecommunications Company of C sons Te Noma= cal ens Company C kens Telecammu cations Company of Montana ' Nebraska or Nebraska LLC of New York, Inc. (Delaware) (Nebraska) (Delaware) (New Yorki Glenne Telecommunications Company Citizens Telecommunicallans Company the Cleans Telecommunications Contany Clasen foleaommunicationa Company of Oregon While Mountain a, Inc. of lash GI Weal Virginia (Delaware) (California) Delaware! West Virginia) Citizens Mlles Rural Company, no. Electric LIghbveve NY, LLC Frontier Communications al America, Inc. Frontier Communications (Delaware) (Delaware) (Delaware) of Rambla Valley. Inc. (Delaware] Frontier Communicaliona of Indiana LLC Frontier Communications of Mississippi LLC Ranger Communications of NewYork, Inc. Frontier Communications of Thorn ovm LLC (Indiana) • (Mississippi) (New York) (Indiana) Frontier Communicates of Seneco•Gorham, Inc. Frontier Communications of Sylvan lake, Frontlet Telapirone of Rochester. Inc. Navajo Communications Company. inc. (Now York) (Newyork) (Delaware) (New Marcico)

Frontier Communication' of Virginia. Inc. Frontier Mobil LLC Frontier Communtoefons Services. Inc. Frontier Security Company (Virginia) (Delaware) (Arizona) (Delaware)

Canna Telecommunications Company of Ogden Telephone Company Filikuslandar Telecommunications. LLC Frontier Carrenunications of Rochester, Ina. Nevada (New York) (Wisconsin) (Delaware) (Nevada)

Rib Lake C tar For Rlrinefandnr Frontier Directory Phone Trends, Ina Tat -Tao Connectors. Inc. Wisconsin RSA 03, Ina. Telephone LLC Services Company. LLC (New York) (New York) (Wisconsin) IWIscon sin) (Delaware)

Newco West Holdings LLC Frontier Communications of (Unworn. Inc. Rib Lake Telecom, Inc. (Delaware) (Delaware) (Wisconsin)

Frontier Southwest Frontlet California Inc. Fronller fiances Corp. Frontlet ABC LLC Frontier Florida LLC Incorporated (Connecticut) (Delaware) (California) (Florida) (Delaware) The Saulham New England SNEI Americo, Inc. Telephone Company (Connecticut) (ConnecIlcul)

Total Communication, Inc. (Conneollcul)

Page 1 VPOATED: 41112018 Frontier Communications Corporation (Delaware)

Frontier Subsidiary Telco LLC (Delaware) •

Frontlet Communications — Midland, Inc. Frontier Communications — Prairie, Frontier Communications — Schuyler. Inc. Frontlet Communications — SI. Croix LLC (urinals) (Illinois) (Wisconsin)

Notelet Commas Icalions of Alabama. LLC Frontier Communications of Breezawood, LLC Frontier Communications of Canton, LLC Frontier Communications of DoPuis, Inc. (Alabama) (Pennsylvania) (Pennsylvania)

Frontlet Communications of Fairmount. LLC Frontlet Communications of Georgia. LLC Frontier CornmunIcaform pinnacle, Inc. Frontier Communications of Iowa, LLC (Georgia) (Georgia) (Iowa)

Frontlet Communications Frontier Communication of Lakeside, Inc. Frontlet Communications of Lakowood, LLC Frontlet Communications of Michigan. Inc. (iMnois) (Pennsylvania) of Lamar County, LLC (Alabama) (Now Mexico)

Frontier Communications of Minnosota. Inc. Frontlet Communications of Mondavi LLC Frontlet Communication of MI. Ptdaski, Inc. Frontier Communications of Orion. Inc. (Minnesota) (Wisconsin) (I Ikuda)

Fl °Nat Communications Frontier Communications of Oswayo River, LLC of Pennsylvania, LLC Frontlet Communications of the South, LLC Frontier Communications oIVlraqua, LLC (Nevada) (Pennsylvania) (Pennsylvania) (Wisconsin)

Frontier Communications of VVIsconsIn, LLC Frontlet Inroservico. Inc. (Wlecontdn) (Delaware)

Page 2 UPDATED: 11112010

Frontier CaMMUnicallona Gerporation (Delaware)

Commonwealth Citizens NEWEL LLC Telephone Evans Telephone (Delaware) EnierprIses, LLC Holdings, Inc. (Delaware) (Delaware)

1...4.8.111.0.11.17212.12•IS Commonwealth Mune Telecom Citizens Dlredory Telephone Commonwealth Services Services Company CTE SarvIces, Inc. CTE Holdings, Ihc, Management Telephone dompany, GVN ServIces J Company L.L.C. LLC (Pennsylvania) (Pennsylvania) Undoes. Inc. LLC (Caillornle) (Delaware) (Delaware) (Pennsylvania) (Pennsylvania)

Chime Telecommunicellons Commonwealth Company of Communication, LLC GTE Telecom. LLC (Pennsylvania) Tennessee L.L.C. (Delaware) (Delaware)

Glazers Frontier Commit:aliens Corporation and Frontier Telecommunleations CTSI. LLC Communtcallons Company of (Pennsylvania) Minnesota, LLC of Arne:112.1m. (Delaware) (Delaware)

ClIzene Telecommunications Company of the CU Melees Company LLC Volunteer Slats LLC (Delaware) (Delaware) (89% p m & I% FCA)

Page 3 UPOATED. 11U2016

Frontier Commodeseons Corporation (Calsware)

Citizens NEWEL LLC Commonwealth Evans Telephone (Delaware) Telephone Enterprises, Holdings, Inc. LLC (Delaware) (Delaware)

.1111110(6, 1 wf

CIgums Telecom Commornveallh Commonwealth Mena Directory Services Telephone Management CIE Services, Inc. CTE Holdings. Inc. Telephone Company, GVN Services Services Company LLC Company L.L.C. Services. Inc. (Pennsylvania) (Pennsylvania) LLC (California) (Delaware) (Delaware) (Pennsylvania) (Pennsylvania)

Citizens Telecommunications Commonweatt CTE Telecom. LLD CommuricatIon, LLC Company oliannesaaa (Pennsylvania) L.L.C. (Delaware) (Delaware)

t49131116111640.1 •1119.611.11.1.

Citizens Frontier Cornmunicalions Corporation and Frontier Tel CTSI. LLC Communications Company of Minnesota. (Pennsylvania) LLC or AmerIca, (Delaware) (Delaware)

Citizens Telecommunications Company el the Volunteer Slate LLC CU Whalen Company LLC (Delaware) (Delaware) (99% PTR 3 I% FCA)

Page 4 UPDATED' 4/10016

Frontier Communications Corporation (Delaware)

Frontier Frontier Frontlet Communication/1 Communications Communications ILEC Commie Services Online and Long Holdings LLC Distance Inc, (Delaware) (Detawere) (Delaware)

Frontier Frontlet Frontler Frontlet West Vkglnia Communications Communications of Frontier North Inc. Ina Commurdcattons at Frontlet Mittstales Inc. (Wisconsin) the Southwest Inc. (Georgia) Northwest Inc. the Carolinas LLC (Weal VIrgInle) 1 (Delaware) (Delaware) (Washington)

Page g Frontier Communications Corporations (Delaware)

Citizens Louisiana Citizens Pennsylvania Accounting Company Company LLC (Delaware) (Delaware) UPDATED: 4114010

Ranger Communications Corporation (Delaware)

Citizens Capital Citizens SERF Frontier TechElerv. Inc, CU Capital (IC AdminIstratIon Company Ventures Carp. (Delaware) (Delaware) (Delaware) (Defewere)

—L NCO Systems. Inc. (Texas)

Page 7 CABLE FRANCHISE AGREEMENT

This nonexclusive Cable Franchise Agreement (hereinafter the "Franchise") is made and entered into effective on the day of 2016, by and between the Village of Montgomery, New York, ("Village") and Frontier Communications of New York, Inc. ("Frontier") a New York corporation. RECITALS WHEREAS, pursuant to 16 CRR-NY 895.1, Frontier's technical ability, financial condition, and character were considered and approved at a public proceeding affording due process and in accordance with the Village's applicable code on , 2016; WHEREAS, the Village is authorized to grant and renew cable franchises for the installation, operation, and maintenance of cable television systems and otherwise regulate cable communications services within the Village boundaries by virtue of federal and state statutes, by the Village's police powers, by its authority over its public rights-of- way, and by other Village powers and authority; WHEREAS, the Village and Frontier ("Parties") recognize that Frontier is the second cable provider to apply for a Franchise in the Village, and will be competing with a long standing incumbent, therefore, this franchise is specifically designed to promote such competition. Therefore, the parties agree that Frontier's plans for constructing and operating the cable television system were found adequate and feasible in accordance with the Village's applicable code, the rules and regulations of the NYSPSC, and the FCC; WHEREAS, by resolution of the Village dated the day of 2016 ("Effective Date"), the Village has granted a non-exclusive cable television franchise to Frontier, and authorized the to execute this Franchise Agreement with Frontier upon the terms hereinafter set forth; WHEREAS, this Franchise Agreement complies with the franchise standards required by the New York State Public Service Commission (hereinafter "NY SP SC") and the Cable Consumer Protection Act of 1992 and are subject to the review and approval of the NYSPSC. WHEREAS, Frontier desires to provide cable communications services and to construct, operate and maintain a cable television system within the Village; and, WHEREAS, the Village, after due consideration hereby finds that it would serve the public interest of the cilize s of the Village to approve granting Frontier this Franchise to construct, operate and maintain a cable television system within the Village subject to the terms and conditions hereinafter set forth.

{00220859.Far /1) AGREEMENT NOW, THEREFORE, in consideration of the terms and conditions contained herein, Frontier and the Village hereby mutually agree as follows: 1. Definitions_ For the purpose of this Franchise, the following terns, phrases, words, abbreviations, and their derivations shall have the meaning given herein. When not inconsistent with the context, words used in the present tense include the future; words in the plural include the singular and words in the singular include the plural. The word "shall" is always mandatory and not merely directory. A. "Act" shall mean the Communications Act of 1934, including the Cable Communications Policy Act of 1984, as amended by the Cable Television Consumer Protection and Competition Act of 1992, and the Telecommunications Act of 1996. B. "Cable Television System" shall have the same meaning as in Section 602 of the Act. C. "Cable Service" shall have the same meaning as in Section 602 of the Act. D. "Gross Revenues" shall mean all revenue of any kind or nature, less related bad debts up to a maximum of two percent (2 %) annually of such cash, credits and property received directly or indirectly by Frontier, its affiliates, subsidiaries, parent and any person. firm or corporation in which Frontier has a financial interest or which has a financial interest in Frontier, arising from or attributable to Frontier's operation of its Cable System to provide Cable Services (as defined from time to time by applicable federal law) within the Village, including, but not limited to: a. Revenue from all charges for services provided to Subscribers b. Revenue directly derived and attributable to the sale of commercial advertising upon the Cable System; c. Revenue from all charges for the leased use of studios; d. Revenue from all charges for the use of or lease of leased access channels. e. Monthly recurring Revenue from all charges for the installation, removal, connection and reinstatement of equipment necessary for a Subscriber to receive Cable Services; f. Revenue from the sale, exchange, use or cablecast of any programming developed for community use or institutional Users. "Gross Revenues" shall not include taxes or fees (except the Franchise Fee) collected by Frontier on behalf of any governmental authority; any increase in the value of stock, security or asset; any surcharges for underground conversion of cable plant costs; any increase in the value of any stock, security or asset; the value of complimentary service provided to Frontier's employees and as required by -the Village Code or any Franchise; and dividends or other

{00220859-RTF / 1)

distributions made in respect of any stock or securities; or value received by a Frontier or any of its affiliates through cooperative advertising. "Gross Revenues" shall not include cash, credit, property of any kind or nature, or other consideration received by Frontier's affiliates or any person, firm or corporation ("Related Person") in which Frontier has a financial interest or which has financial interest in a Franchisee for any sales of advertising on the Cable System, services to provide programming on the Cable System, production services, and other services which are Cable Services when such services are provided by a Related Person, which has all the following characteristics: the Related Person is a separate legal entity. with separate employees, with separate financial records (which may be part of consolidated financial reporting records), and a separate mission; it makes payments to Frontier which meet market standards for the services and industries involved, even if it does not offer and provide its services to persons other than Frontier in the same industry as Frontier; and it was established for valid business purposes and not with the intent and purpose of circumventing payment of Franchise Fees on Gross Revenues. Nothing contained in this exclusion from Gross Revenues shall be interpreted to exclude from Gross Revenues such cash, credit, property of any kind or nature or other consideration which would be considered Frontier's Gross Revenues derived from the operation of the Cable' System to provide Cable Services under the Cable Act. Except for Gross Revenue from such sale of advertising on the Cable System, services to provide programming on the Cable System, production services, or telecommunication services which are Cable Services received by such Related Person, this paragaph shalt not exclude from Gross Revenues any source of Gross Revenues, which an existing Franchisee itself is receiving at the time it is granted a Franchise under this provision. E. "Person" shall mean any person, firm, partnership, association, corporation, company or organization of any kind other than the Village. F. "Service Area(s)" shall mean those areas where Frontier intends to provide Cable Service within the Village as specifically designated from time-to-time by Frontier in accordance with Section 3(B) below. G. "Street and Public Right-of-Way" shall have the meaning set forth in applicable Village Code or rules, as defined below. H. "Subscribe?' shall mean an authorized recipient lawfully receiving Cable Television Service.

' "Village Code" chap mean the code, rules and regulations adopted by the Village, from time-to-time. J. "Reasonable Notice" shall mean the following: Unless otherwise defined herein, reasonable notice means the delivery of written notice to the other party at least thirty (30) days prior to the action proposed of the alleged defect, situation or default. In the event of any emergency that poses an immediate risk of harm to the health. Safety, welfare or property of the residents of the Village, reasonable notice shall be construed to mean written or verbal notice of the action, condition or defect or situation as soon as practicable under the circumstances.

(00220859.RTF / 1) K. "Qualified Living Unit" means a 1 iving unit which meets the minimum technical qualifications defined by Frontier for the provision of Cable Service and is located within 4,000 cable feet of an activated RT. A living unit receiving a minimum of 25Mbps downstream generally will be capable of receiving Cable Service subject to Frontier performing certain network grooming and conditioning. For purposes of this definition of Qualified Living Unit, "network grooming and conditioning" means evaluating existing infrastructure and making improvements to allow greater data throughput.

L, "Standard Drop" includes the installation of one cable box and video service on up to four TV sets. A standard drop shall exclude custom installation work, which shall include but not be limited to extensive asphalt construction, concrete jacking and specific customer requested work that requires non-standard inventory or cable routing. M. "Multiple Dwelling Unit" or "M.D.U." means any adjacent building(s) such as apartments under common ownership containing more than four dwelling units used as living quarters. N. "Remote DSLAM or RT" means a Digital Subscriber Line Access Multiplexer installed by Frontier and is capable of providing Cable Service to Subscribers. Section 2. Grant of Franchise The nonexclusive Franchise is hereby granted to Frontier for the Term of fifteen (15) years ("Term"), and subject to the terms, conditions, and limitations hereinafter stated, to use the streets or public rights of way of the Village now or hereafter laid out or dedicated, and all extensions thereof, and additions thereto, to construct, erect, operate and maintain in, upon, along across, above, over, and under the aforementioned streets and/or public rights-of-way in the Village, wires, cables, underground conduits, manholes, and other conductors and fixtures necessary for• the maintenance and operation in the Village of a Cable Television System for the reception, sale, and distribution of Cable Service and for any and all other lawful purposes. Section 3. Area of Operation A. Subject to the lawful exercise of the police power heretofore or hereafter granted to the Village, Frontier shall have the right to construct, operate, and maintain, in, on, along and under the Streets and Public Rights of Way of the Service Area of the Village, wires, cables, remote terminal cabinets, underground conduits, manholes, and other conductors and figures res necessary for the maintenance and operation in the Village of a Cable System at such locations designated by Frontier. Frontier shall construct and maintain its cable system using material of good and durable quality and that all the work involved in the construction, installation, maintenance and repair of the cable system chs11 be performed in a safe, thorough and reliable manner. B. Frontier shall comply with the requirements contained in Section 895.5 of the rules of the NYSPSC. Frontier will extend its Cable Service as described on Exhibit A attached hereto. Frontier shall not deny service to any resident of the Village based upon age, race creed, color, sex, national origin or income level of the residences in their local

(00220859.RTF /1} area. Except where Frontier is unable to obtain required easements. Frontier may extend cable service to any Qualified Living Unit within the Service Area that Frontier chooses to construct to, upon the request of a potential subscriber at its then-prevailing installation charge for such service. An activated service area is a geographical location or subdivision in which Frontier is already providing cable services to Qualified Living Units. C. In cases of new construction or property development where utilities are .to be placed underground, the developer/property owner shall give Frontier reasonable notice of such construction or development, and of the particular date on which open trenching will be available for grantee's installation of conduit and/or cable. Frontier shall also provide specifications as needed for trenching. Costs of trenching and easements required to bring Cable Service to the development shall be borne by the developer/property owner, unless agreed to otherwise between Frontier and developer. D. Frontier's use of Village rights-of-way shall be subject to all rules and policies adopted by the Village from time to time. Section 4. Acceptance; Effective Date A. After the Village has taken final action to approve the granting of this Franchise, Frontier will file its acceptance with Village by countersigning this Franchise. Such acceptance will acknowledge that Frontier agrees to be bound by and to comply with the provisions contained herein. B. The Franchise granted herein will take effect and be in full force from and after final passage by the Village, subject to the acceptance provided in paragraph A above and shall continue in full force and effect throughout the Term. Section 5. Conditions on use of Streets and Roads A. Trimming/Cutting Trees. Frontier, upon consultation with the Village, shall have the right to trim and keep clear of its poles, wires, cables, underground conduits, manholes and other conductors and fixtures, the trees in and along the Streets. In the exercise of such right, Frontier shall not cut or otherwise injure any trees to any greater extent than is reasonably necessary. B. Restoring Streets. Frontier shall restore, reconstruct, or repair any Street and Public Right-of-Way, and any sewer, gas, effluent, water main, pipe, or fire alarm: disturbed, or destroyed by the exercise of any right granted to Frontier by this Franchise in accordance with applicable Village Code as amended. In the event that the Village determines that Frontier has not made such restoration, reconstruction or repair in a reasonably satisfactory manner, the Village, after giving Frontier notice and opportunity to correct such failure, shall have the right to carry out such restoration. reconstruction or repair) and Frontier shall reimburse the Village in full for all reasonable expenses incurred by the Village in carrying out all or part of such restoration, reconstruction or repair.

40D2213859.RTF / 3.} C. Safety. Frontier shall at all times employ ordinary care and shall install and maintain in use commonly accepted methods and devices for preventing failure and accidents which are likely to cause damage, injuries, or nuisances to the public. All structures and all lines, equipment, and connections in, over, under, and upon the Streets, shall at all times be kept and maintained in a safe, suitable, substantial condition, and in good order and repair. Frontier shall construct its Cable System using materials of good and durable quality, and all work involved in construction, installation, maintenance and repair shall be performed in a safe, thorough, and reliable manner. D. Compliance with Applicable Laws. Frontier shall install and maintain its wire, cables, fixtures, and other equipment in accordance with applicable Village Code, as amended, any building codes, or other construction standards imposed by the Village, and the applicable sections of the National Electric Safety Code as revised during the Term and in such manner as shall not interfere with any installations of the Village or of any public utility serving the Village. E. Temporary Moving of Wires. Frontier shall, on the request of any Person holding a building-moving permit issued by the Village, temporarily relocate Facilities to permit the moving of buildings, water, effluent or sewer lines, or Streets and/or Public Rights of Way. The expense of such relocation shall be paid by the Person requesting the same, and Frontier shall have the authority to require such payment. Frontier shall be given not less than five (5) business days' notice to arrange for such relocation. F. Inspection. The Village shall have the right to inspect all construction or installation work performed in, over, under and upon the Streets, subject to the provisions of this Franchise and make such inspections as it shall find necessary to insure compliance with the terms of this Franchise. G. Location of Distribution Lines-Poles/Underground Cable. No poles or structures shall be erected by Frontier without prior approval of the Village, through its established permit procedure pursuant applicable Village Code, as amended. Location of any pole, or structure shall be removed or modified by Frontier whenever the Village determines that the public health, safety and welfare would be negatively affected. If the Village requires the removal or relocation of part of the Cable Television System, such removal or relocation shall be solely at Frontier's expense. H. Moving of Frontier Property. Frontier will, upon reasonable notice from the Village, protect, support, temporarily disconnect or relocate its property in the Street or Public Right-of Way when required by the Village or State by reason of traffic conditions, public safety, street closing or abandonment, highway or street construction, change or establishment of street grade, or any other types of structures or improvements. The Village shall bear the cost to the extent such request for relocation or disconnection is for aesthetic purposes.

{00220859.RTF / 1} Section 6. Construction and Operation A. All working facilities, conditions, and procedures, used or occurring during construction and maintenance of the Cable Television System shall comply with the standards of the Occupational Safety and Health Administration. C. Construction, installation and maintenance of the Cable Television System shall be performed in an orderly and workmanlike manner, and in close coordination with public and private utilities serving the Village following accepted construction procedures and practices and working through existing committees and organizations. D. Any antenna structure used in the Cable Television System shall comply with construction, marking and lighting of antenna structures required by the United States Department of Transportation. Frontier shall obtain a special use permit from the Village prior to the installation of any such antenna structure. E. Frontier will not intentionally interfere with television reception of person not served by Frontier, nor will the Cable Television System interfere with, obstruct or hinder in any manner, the operation of the various utilities serving the residents within the confines of the Village. Specifically, Frontier shall not interfere, obstruct or hinder in any manner, the Village's communications systems, water system, sewer system, fire department system, police department system, public works systems or court system. F. Frontier shall not be required to make cable service available to residents of an M.D.U. project until a mutually acceptable agreement granting Frontier access to the M.D.U. has been executed and delivered by Frontier and the property owner. G. Frontier will at all times fully comply with all Village requests regarding work within the Village rights-of-way. H. Once Frontier activates any Qualified Living Units within the Service Area, Frontier shall not be allowed to deactivate Cable Service availability without the consent of the Village, which shall not be unreasonably withheld, provided however, Frontier may discontinue service at the requests of a Subscriber, or upon non- payment of a bill for cable services by Subscriber after proper notice. Section 7. Customer Service Frontier shall obtain and maintain sufficient telephone lines and staffing so as not to delay unreasonably " the answering of any telephone call for the purpose of receiving and responding to cable television subscriber complaints, and shall adjust its staffing, as necessary, with respect to special events which may reasonably be expected to increase call volume. In any event, Frontier shall comply at all times with the customer service provisions set forth in 47 Code of Federal Regulations Part 76.309, as well as Parts 890 & 896 of the rules and regulations of the NYSPSC.

(00220859.RTF / 1) Section 8. Channel Capability Frontier shall use reasonable effort to provide a minimum of two hundred (200) channels. Frontier shall provide broad categories of services. Suggested broad categories of video programming are: 1. Educational programming; 2. News and information; 3. Sports programing; 4. General entertainment (including movies); 5. Children's programming 6. Family programming; 7. Culture and performing arts; 8. Science/documentary; 9. Weather information; 10. Ethnic programming; and, 11. Governmental affairs. Frontier shall carry the signals of local broadcast stations in the New York City Metropolitan area that have indicated to Frontier their "must carry" designation as well as broadcast stations that have executed "retransmission consent" agreements with Frontier in Accordance with FCC regulations and federal law.

Section 9. Conduct of Operations A. Frontier will render efficient Cable Service, make repairs promptly, and interrupt Cable Service only for good cause and for the shortest time possible. Frontier will use reasonable efforts to assure that such interruptions will occur during periods of minimum system use. B. Frontier shall comply with all Federal Communications Commission rules and regulations, both present and future. C. Frontier will not refuse to hire or employ, nor bar or discharge from employment, nor discriminate against any person in compensation or terms, conditions or privileges of employment because of age, race, creed, color, national origin or gender. D. Frontier shall not deny access to cable service to any group of subscribers because of the income, age, race, creed, marital status, national origin, or gender of the subscriber in the Service Area.

{00220859.RTF / 1} Section 10. Insurance

Frontier shall at all times during the term of this Franchise, at its own cost and expense, carry and maintain the insurance coverage listed below with insurers having an A.M. Best rating of A- VII. Frontier shall not commence any work hereunder until Frontier has fulfilled all insurance requirements herein. Frontier shall require its subcontractors to maintain policies of insurance that are appropriate for the type and level of services being provided.

1. Workers' Compensation Insurance with statutory limits as required in the state(s) of operation. Employer's Liability insurance with limits of not less than $1,000,000 each accident for Bodily Injury by Accident, $1,000,000 each employee for Bodily Injury by Disease, and $1,000,000 policy limit for Bodily Injury by Disease.

2. Commercial General Liability Insurance covering claims for bodily injury (including death), personal injury or property damage occurring or arising out of the performance of this Agreement, and including coverage for premises-operations, products/completed operations, and contractual liability. The limits of insurance shall not be less than:

Each Occurrence: - $1,000,000 General Aggregate Limit: $2,000,000 Products-Completed Operations Aggregate Limit: $1,000,000 Personal and Advertising Injury Aggregate Limit: $1,000,000

3. Business Automobile Liability Insurance covering the ownership, operation and maintenance of all owned, non-owned and hired motor vehicles used in connection with the performance of this Franchise, with limits of at least $1,000,000 combined single per accident.

4. The insurance limits required herein may be obtained through any combination of primary and excess or umbrella liability insurance. Frontier shall forward to the Village certificate(s) of insurance upon execution of this Franchise and upon any renewal of such insurance during the term of this Franchise. The certificate(s) shall indicate that (1) the Village, its officers and employees are named as additional insured(s) as their interest may appear with respects to the general liability insurance policy; (2) thirty (30) days' prior written notice of cancellation of the policy(ies) shall be provided to the Village; and (3) coverage is primary and non-contributory to any other valid and collectible insurance maintained by the Village.

Section 11. Unauthorized Connections or Modifications A. ' It is unlawful for any person to make any connection, extension, or division whether physically, acoustically, inductively, electronically, or otherwise with or to any segment of the Cable Television System for any purpose whatsoever, without the express consent of Frontier. B. It is unlawful for any person to willfully interfere, tamper, remove, obstruct, or damage any part, segment or content of the Cable Television System for any purpose whatsoever.

(00220859.RTF / 1) C. Any person convicted of a violation of this section will be subject to the maximum penalty allowed by Federal, State and local law. The Village agrees to cooperate with Frontier in the prosecution of any such violations. Section 12. Franchise Fees and Taxes A. Frontier will pay to the Village quarterly, within sixty (50) days following the end of each quarter, an amount equal to five percent (5%) of Frontier's quarterly Gross Revenues ("Franchise Fee"). The Franchise Fee will be deemed to reimburse the Village for the rights granted herein•and/or all costs of regulation and administration of the Franchise. B. In the event the five percent (5%) limitation on Franchise fees imposed by the terms of the Act is raised by Congress or the FCC, the Village shall have the right to raise the percentage charged under this section, at its discretion. up to the amount of the limit, upon giving Frontier ninety (90) days' notice prior to the effective date of the increased Franchise Fee. C. Notwithstanding any provision to the contrary, Frontier shall, in addition to the Franchise Fee described above, pay the required charges, taxes and fees lawfully established in a code or ordinance properly adopted by the Village. Frontier shall be entitled to pass such fees, taxes and charges directly to its subscribers in the Village. D. In the event the Village constructs or establishes Village owned and occupied facilities in the Frontier Service Area, including but not limited to police, fire, government offices, or recreation facilities, Frontier chall install and provide Frontier Cable System services to said facilities at no cost to the Village. E. Each franchise fee payment will be accompanied by a report setting out in detail the basis for the computation of the payment At the sole discretion of the Village, the accuracy of the report may be independently audited by an entity appointed by the Village at the Village's expense. ' However, in the event the audit concludes that Frontier's payments hereunder were underpaid by an amount greater than 5% of the proper payment, then Frontier shall reimburse the Village for the cost of the audit up to $7,500. Any amounts underpaid chall be paid annually on or before the 31st day of March each year.

Section 13. Rates. All of Frontier's rates and charges shall be published (in the form of a publicly- available rate card) in accordance with applicable State and Federal law, and shall be nondiscriminatory as to all persons and organizations of similar classes, under similar circumstances and conditions. Frontier shall apply its rates in accordance with governing law, with similar rates and charges for all subscribers receiving similar cable service, without regard to race, color, familial, ethnic or national origin, religion, age, sex, sexual orientation, marital, military or economic status, or physical or mental disability, or geographic location in the Franchise area. Nothing herein shall be construed to prohibit Frontier from: (1) The temporary reduction or waiving of rates or charges in conjunction with valid promotional campaigns of one (1) year or less;

(00220859.RTF / 1) (2) The offering of reasonable discounts to senior citizens or economically disadvantaged citizens; (3) The establishment of different and nondiscriminatory rates and charges and classes of service for commercial customers, as well as different nondiscriminatory monthly rates for classes of commercial customers as allowable by federal law and regulations; or (4) The establishment of different and nondiscriminatory rates and charges for residential Subscribers as allowable by federal law and regulations. Section 14. Public, Education, and Government Channels Frontier will comply with all aspects of 16CRR-NYVIII B 895.4 of the rules and regulations of the NYSPSC, including provision of one (1) channel for public, education and government programming. Section 15. Records and Reports A. Copies of all petitions, applications and communications submitted by Frontier and directly - related- to Frontier's Franchise to the Federal Communications Commission, Securities and Exchange Commission, the NYSPSC or any other agency having jurisdiction in respect to any matters affecting cable television operations authorized pursuant to this Franchise, shall be submitted to the Village upon written request. B. The Village shall have the right, at its own expense, no more than one (1) time during any calendar year, and upon at least ten (10) working days prior written notice) to inspect at Frontier's offices during normal business hours, all books and records directly related to Frontier's Franchise Fee and Frontier's applicable tests provided 'to the FCC. To the extent such information is protected by State or Federal law, the Village will not disclose to the public or to competitors of Frontier any commercial or financial information reviewed by the Village pursuant to this Franchise Agreement. Section 16. Franchise Renewal Any renewal of this Franchise shall be in accordance with the renewal provisions of the Cable Act and the rules of the NYSPSC as may be codified at the time of the renewal and any relevant provisions of the Village Code, as amended. Section 17. Transfer of Franchise Frontier shall not transfer this Franchise to another party, person, or entity, except to a company controlling, controlled by or under common control with Frontier, without complying with the provisions of in the Cable Act and the rules and regulations of the NYSPSC. Section 18. Termination; Cancellation A. In addition to all other rights and powers pertaining to the Village by virtue of this Franchise or otherwise, the Village reserves the right, after reasonable notice to Frontier and after

(00220859.RTF / 1) reasonable opportunity of Frontier to cure any alleged Franchise Violation, to terminate and cancel this Franchise and all rights and privileges of Frontier hereunder in the event that Frontier: (i) Willfully fails to reasonably carry out any provision of this Franchise or any rule, order, or determination of the Village pursuant to this Franchise. (ii) Becomes insolvent, unable or unwilling to pay its debts, or is adjudicated bankrupt. B. Such termination and cancellation shall be by resolution duly adopted after sixty (60) dayi' notice to Frontier and shall in no way affect any of the Village's rights under this Franchise or any provision of law. Section 19. Force Majeure With respect to any provision of this Franchise, the violation or noncompliance with any provision of this Franchise, which could result in the imposition of financial penalty, forfeiture or other sanction upon such violation or noncompliance shall be excused where such violation or noncompliance is the result of Acts of God, war, civil disturbance, strike, or other events, the occurrence of which was not reasonably foreseeable by Frontier and is beyond Frontier's reasonable control. Section 20. Miscellaneous A. The right is hereby reserved by the Village to adopt, in addition to the provisions contained herein and in existing applicable resolutions, such additional regulations, as it shall find to be in the best interests of the Village. B. If any section, subsection, sentence, clause, phrase or portion of the Franchise is for any reason held invalid or unconstitutional by any court of competent jurisdiction such portion shall be deemed a separate, distinct and independent provision and such holding shall not affect the validity of the remaining portions hereof. C. Frontier its successors and assigns shall at all times save and keep harmless and fully indemnify the Village, its officers, agents, servants, and employees from and against any and all loss, liability, suits, damages, costs, charges, legal fees and expenses in any manner arising from the construction, repair extension, maintenance or operation of their equipment of any kind or character and from any negligence, fault, or misconduct on the part of Frontier, its officers, agents, servants and employees or by reason of any act done or omitted to be done in the premises of said V i 11 a g e . D. Village acknowledges that acceptance of the terms and conditions of this Franchise will not constitute, or be deemed to constitute, a waiver, either expressed or implied, by Frontier of any constitutional or legal right which Frontier may have or may be subsequently determined to have, either by current or subsequent legislation or court decisions. The Village acknowledges that Frontier hereby reserves its rights under applicable Federal and State constructions and law.

(00220859.FM / 1) E. This Franchise shill be governed by the laws of the State of New York. F. Any controversy or claim arising out of or relating to this Cable Franchise Agreement, or the breach thereof: shall be settled by arbitration before a single arbitrator in accordance with the New York Uniform Arbitration Act, 78-31a-I 01, et. seq., with the arbitration proceeding being administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. G. All notices or correspondence to be served upon the Village or Frontier by the other Party shall be in writing and delivered by first class mail, postage prepaid or by facsimile or by a national express mail service. H. The terms of this Franchise are subject to the approval of the NYSPSC. Frontier shall make all necessary applications to the Federal Communications Commission and the NYSPSC within sixty (60) days from the date the Village approves this Franchise. Notices or correspondence to the Village shall be addressed as follows: Village of Montgomery With a copy to: , Village Attorney Notices or correspondence to Frontier shall be addressed as follows:

The Village or Frontier may designate such other address or addresses from time to time by giving written notice to the other as set forth above. IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed on its behalf as of the date first above written. VILLAGE OF MONTGOMERY, NEW YORK

FRONTIER COMMUNICATIONS OF NEW YORK, INC.

Dated: , 2016 By: Its:

11302201359.RTF / 11 STATE OF ) SS COUNTY OF

The foregoing instrument was acknowledged before me this day of 2016, by , the of Frontier Communications of New York, Inc., a New York corporation, on behalf of the corporation.

Notary Public Commission Expires

VILLAGE OF MONTGOMERY, NEW YORK

By: Its: Mayor ATTEST:

Its: Village Clerk EXHIBIT A SERVICE AVAILABILITY

(1) Initial Build out. No later than the second anniversary of the Effective Date of this Franchise, Frontier shall be capable of serving a minimum of thirty-five percent (35%) of the Village's households with Cable Service, provided, however, Frontier will make its best efforts to complete such deployment within a shorter period of time. This initial minimum build-out commitment shall include a significant number of households below the median income in the Village. Village shall provide detailed maps of such areas. Nothing in this Franchise shall restrict Frontier from serving additional households in the Village with Cable Service.

(2) Periodic Meetings. In order to permit the Village to monitor and enforce the provisions of this section and other provisions of this Franchise, Frontier shall, upon demand, promptly make available to the Village maps and other documentation showing exactly where within the Village Frontier is currently providing Cable Service. Frontier shall meet with the Village at least annually to demonstrate Frontier's compliance with the provisions of this section concerning the deployment of Cable Services• in the Village including, by way of example, the provision of this section in which Frontier commits that a significant portion of its initial investment will be targeted to areas below the median income within the Village, and the provisions of this section that prohibit discrimination in the deployment of Cable Services. In order to permit the Village to monitor and enforce the provisions of this section and other provisions of this Franchise Ordinance, Frontier shall, commencing October 2016, and continuing throughout the term of this Franchise, meet at least annually with the Village and make available the Village the following information: •

(a) The total number of Qualified Living Units throughout the Village;

(b) A list of the public buildings and educational institutions capable of receiving Cable Service from Frontier.

(3) Additional Build-Out Based on Market Success. If, at any annual meeting, including any interim meeting prior to the second anniversary of the Effective Date of this Franchise, Frontier is actually serving thirty (30.0%) of the Qualified Living Units, then Frontier agrees the minimum build-out commitment shall increase to include all of the households then capable of receiving Cable Service plus an additional fifteen (15%) of the total households in the Village if less than seventy-five percent (75%) of households are capable of receiving Cable Service or an additional five percent (5%) if seventy-five (75%) or more households are capable of receiving Cable Service, which Frontier agrees to serve within two (2) years from the quarterly meeting; provided, however, Frontier shall make its best efforts to complete such deployment within a shorter period of time. For example, if, at a meeting with the Village, Frontier shows that it is capable of serving sixty percent (60%) of the households in the Village with Cable Service and is actually serving thirty percent (30%) of those households with Cable Service, then Frontier will agree to serve an additional fifteen percent (15%) of the total households in the Village no later

{00220859.RTF /

than two (2) years after that meeting (a total of 75% of the total households). This additional build-out based on market success shall continue until substantially every Qualified Living Unit in the Village is served.

• 100220859.RTF /11. Phillips, Jack

From: UPS Quantum View Sent Tuesday, August 02, 2016 8:39 AM To: Phillips, Jack Subject UPS Delivery Notification, Tracking Number 1Z5596721399041573

Your package has been delivered.

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ifijie.dotitici to: irditthfrit(ii kunirkauoii ,Cargif Iftftr*riF: • .1.J . , ATTACHMENT 11-3 lb fiC;riher. Communications

14450 Bumhaven Drive, Burnsville, MN 55306

August 1, 2016

Monserrate Rivera-Fernandez, Village Clerk Village of Montgomery 133 Clinton Street Montgomery, NY 10950

Dear Ms. Rivera-Fernandez,

Pursuant to the requirements of 16 N.Y.C.R.R. §894.5, enclosed is an application and proposed franchise agreement for Frontier Communications of New York, Inc. ("Frontier Communications") to offer cable/video service in the Village of Montgomery. Frontier Communications requests that a public hearing be held as soon as reasonably possible in accordance with 16 N.Y.C.R.R. §894.7. In the interim, we are available to answer questions and discuss the application and agreement. Please contact either Deb Bogdanski, general manager for southern New York, or me to discuss or for scheduling of the public hearing:

Deb Bogdanski, 845-344-9801, debbie.bogdanski(aftr.com

Jack Phillips, 952-435-1373, [email protected]

We look forward to expanding our voice and broadband service offering to include cable/video service to the residents of the Village of Montgomery.

Sincerely,

Phillips Director, Gov't and External Affairs VILLAGE OF MONTGOMERY, NEW YORK

APPLICATION OF FRONTIER COMMUNICATIONS OF NEW YORK, INC.

FOR A CABLE TELEVISION FRANCHISE

Background:

Overview of.Frontier

Frontier's parent company is Frontier Communications Corporation, Frontier Communications Corporation is an S&P 500 company and is included in the Fortune 1000 list of America's largest corporations. Frontier serves a mix of urban, suburban, and rural areas in 29 states across the United States. Frontier offers a variety of services to customers over its fiber-optic and copper networks, including video, high-speed intemet, advanced voice and Frontier Secure digital protection solutions. Frontier Business Edge offers communications solutions to small, medium, and enterprise businesses.

Frontier's Values

Overview of Frontier Frontier is one of New York's largest incumbent local exchange carriers and our New York infrastructure is critical to residential customers and to the success of businesses liPage (00217838.00a / 1) large and small, educational institutions, healthcare facilities and public safety agencies in the communities we serve. Frontier's network is essential to the support of other telecommunications (such as wireless carriers) and information service providers. All Frontier products and services offer 24/7/365 support from a 100% U.S.-based workforce. . • .

Frontier is deeply involved in the communities we serve. Recent examples include:

Frontier's Commitment to Our Customers

Frontier's Commitment to Veterans

Frontier is also an award-winning veteran employer and proud to support those who served our nation. More than I out of every 10 Frontier employees is a veteran, reservist, and/or the spouse of a veteran. Frontier is a member of The Military Spouse (0021753&11001 /11 2IPage Employment Partnership, The 100,000 Jobs Mission, The Employer Partnership of the Armed Forces, Honor and Remember, and Joining Forces.

Incorporation Frontier Communications of New York, Inc., the applicant, is a New York Corporation in good standing and authorized to do business in the State of New York.

The following responds directly to the information required by New York State Department of Public Service Regulation Section 8943 (16 NYCRR §8945)

A. The following provides a general description of the technology and infrastructure of the cable television system proposed to be constructed:

Frontier Communications' Vantage TV video offering is powered by Ericsson's Mediaroom software platform. Mediaroom is the world's #1 IPTV platform — one that is proven and widely adopted by Network Service Providers worldwide — with over 16.4 million subscriber households and 32 million connected devices running the software to date. Vantage TV is an innovative, scalable, and highly reliable video service designed to run over our IP enabled networks (xDSL, F I TP/FTTN, etc.). Our customers' satisfaction has been extremely high to date — relative to our competitor's video offerings in the same markets in which we are deployed.

Vantage TV's core product features include:

• Secure delivery of SD (Standard Definition), HI) (High Definition) and 4KJUHD (Ultra High Definition) content — via integrated Digital Rights Management — to set-top Boxes on each TV.

• Superior HD, SD & UHD picture quality.

• WiFi-enabled set-top boxes are also a deployment option allowing our customers to place their TVs wherever they want in their homes.

• Live TV broadcast with instant channel change allowing super-fast navigation through our Interactive Programming Guide.

• Video On-Demand library that will contain more than 100,000 movies and shows.

• Total Home DVR records up to 6 shows at once and lets our customers pause, rewind and play back live TV and store over 170 hours of HC) programming. We provide our customers with up to 1 Terabyte worth of on-premise storage capacity.

(00217838.D= / 1) 3age • Next generation EPG (Electronic Program Guide) and enhanced search functionality deliver real time results with a rich, new visual poster-art driven experience that allows our customers to easily discover and consume content on their terms.

• Integrated interactive applications include Social TV (access to Twitter and Facebook), Weather, Interactive Workout, Home Shopping Network and interactive games.

Subscriber Management Frontier integrates Vantage TV with our internal Billing and Provisioning systems (OSS/BSS) in a seamless fashion to ensure the most efficient customer experience. We continuously monitor the system end to end and manage subscriber groups, entitlements, and user authentication to all content and packages, while at all times protecting customer information

(0021783&DOCX /1) 4age The TV Services Management tool then offers the ability to associate clusters of Servers with a subscriber group and to associate subscriber groups with client devices (propagating associated content rights and entitlements).

Omni avows

Live Media t;

if des = On-Oernand Frontier'sAccess Media Vantage TV Network- Headend located in Fort Wayne. IN

The following responds directly to the requested information set forth in the Request for Proposals regarding a description of the proposed system design and planned operation:

Channel capacity, including both the total capability of the proposed system and the number of channels to be energized immediately Frontier's underlying technology allows for an almost unlimited channel capacity. While a final channel lineup has not been finalized at this time, please see "Exhibit A- channel lineup and programming packages" from another jurisdiction Frontier offers service. Frontier will provide the Village with a copy of the actual channel lineup prior to launching service. Frontier also provides a robust library of Video on Demand content.

2. Television and radio broadcast signals which the applicant intends to carry on its system initially

100217838.00U/1} 5IPage Frontier will make all appropriate filings and preparations prior to the turn up of its video service including (1) filing a community registration with the FCC via FCC Form 322; (2) providing notice to local broadcasters and requesting either must- carry or retransmission consent election.

In these areas where Frontier offers service, area, Frontier will use existing retransmission or must carry agreements for the New York Metropolitan DMA.

The planned carriage of these stations could include both primary and multicast signals of each station.

' ii: Plans for two-way capability, including a proposed scheduled indicating when two-way capability will become available from particular points; mmvammoun 61Page While an exact launch date has yet to be determined, Frontier is working diligently to complete all necessary work and required testing and operational readiness reviews to offer service to customers upon. successful execution of a Franchise Agreement. Frontier will meet with Commission and appropriate member jurisdictions to share the actual launch date when it becomes finalized.

iii. Location of origination points and origination facilities To be determined based on discussion with the Village. iv. Extent and type of automated services to be provided; and As noted in Section B above, Frontier has provided a sample channel lineup. See Exhibit A. This illustrates the vast selection of content available to subscribers.

Vantage TV offers:

Incredible 100% digital picture and sound.

Total-home DVR with ability to record up to six shows at once and view on any TV with a set-top box.

Instant channel change and super-fast navigation through our interactive program guide and Video on Demand.

The ability to watch up to six different channels at once with Multi-View.

The ability to Pause, Fast Forward, Rewind live or recorded shows on up to eight TVs in your house.

Next generation enhanced search which delivers real-time results by program name, actor/actress and other keywords across Live TV, Video On Demand and DVR recordings.

Introducing Channel Peeks which maintains full-screen viewing while "peeking" into other programming.

(130217113B.DOCX /1} 71 Page v. Number of channels to be utilized for access cablecasting, and the facilities, equipment, staff and other support to be available to access users including access utilization or production costs. Frontier will early the same number of PEG stations as the incumbent.

Frontier will make all franchised municipalities' access channels available to its subscribers. For purposes of acquiring the signal, Frontier will pick up the particular municipality's access channel signals at the point(s) of origination via fiber facility and transport such content back to the local VSO for insertion in the channel lineup. At the point(s) of origination, Frontier will need rack space and power for its equipment to receive the signal(s) handed off by the Village to Franchisee. Franchisee will pay for all facilities and equipment located on its side of the demarcation point where the Village will hand off its content to Franchisee and as is industry practice the Village will be responsible for all equipment on its side of the demarcation point.

C. Terms concerning rates and construction schedules which satisfy the requirements of 16 NYCRR Part 895.

1. Rates

Final rates have yet to be determined, please see "Exhibit B- sample rates" which are offered here for illustrative purposes.

2. Construction Schedules

The following sets forth some critical background with respect to employment of both telecommunications and cable infrastructure. Initially, local telephone companies were

{0021783&DOCX 8age granted monopolies over local exchange service in exchange for taking on a provider of last resort obligation- a duty to provide service - to customers in its service territory. Similarly, with respect to video services. The incumbent video provider (and its predecessors) operated as a monopoly over facilities-based video. In exchange for making the capital investment to deploy facilities, the incumbent cable company got 100 percent of the customers who wanted cable television.

Subsequently, with respect to telephone services, the federal and local governments effectively eliminated the local telephone monopolies and fostered robust competition. It should be noted that in doing so, the telecom second entrant had absolutely no obligation to build any facilities or to serve any particular location(s) at all. As the FCC noted, imposing build-out requirements on new entrants in the telecommunications industry would constitute a bather to entry (13 FCC Red 3460, 1997). Cable companies were free to enter the telecom market on terms that made business and economic sense to them. This very environment was the catalyst for robust wireless and wireline competition and the proliferation of higher broadband speeds.

Courts have ruled, however, that "level playing field" provisions do not require identical terms for new entrants. See, for example, Insight Communications v. City of Louisville, 2003 WL 21473455 (Ky. Ct. App. 2003), where the court found: There will never be an apple-to-apple comparison for Insight and other franchisee simply because Insight is the incumbent which in its own right and through its predecessors has been the exclusive provider of cable services in the City of Louisville for almost thirty years. No new cable franchisee can ever be in the same position as a thirty-year veteran. See also, In Cable TV Fund 14-A, Ltd v. City of Naperville (1997 WL 209692 (ND. Ill); and New England Cable Television Ass'n, Inc. v. Connecticut DPUC 717 A.2d 1276 (1998).

(00217838.DOCIC /1} 9age generally are best served if market forces determine when and where competitors enter. Regulatory restrictions and conditions on entry tend to shield incumbents from competition and are associated with a range of economic inefficiencies including higher production costs, reduced innovation, and distorted service choices." (Department of Justice Ex Parte, May 10, 2006, FCC MC Dkt 05-311)

The fact is that the incumbent cable provider has (I) an established market position; (2) all of the cable customers; and (3) an existing, in-place infrastructure. These disparate market positions make imposing a build-out requirement on a competitive entrant bad public policy. Under the guise of "level playing field" claims, incumbent cable operators seek to require new entrants to duplicate the networks the incumbents built as monopolies, knowing that such a requirement will greatly reduce, if not eliminate, the risk of-competitive entry.

In 2007, the FCC issued its findings with respect to facilities based video competition and held as follows: (I) with respect to level playing field requirements, the FCC stated that such mandates "unreasonably impede competitive entry into the multichannel video marketplace by requiring local franchising authorities to grant franchises to competitors on substantially the same terms imposed on the incumbent cable operators (Para. 138); and (2) with respect to mandatory build out, the FCC held that "an LFA's refusal to grant a competitive franchise because of an applicant's unwillingness to agree to unreasonable build out mandates constitutes an unreasonable refusal to award a competitive franchise within the meaning of Section 621(a)(1) (47 U.S.C. § 541(a)(1)]."

Those two FCC holdings alone should put this entire matter to rest - level playing field requirements and unreasonable mandatory build requirements are barriers to competitive entry in the cable market and violate the federal Cable Act and the FCC's order. New York, however, codified its requirements in a state law and the FCC expressly declined to "preempt" state laws addressing the cable franchising process.

100217838.000( / 1) 10IPage

In support of this position, that the FCC's 2007 Order preempts 16 NYCRR §895.5, Frontier notes the following:

• 16 NYCRR §895.5 mandates terms that each municipality must implement in granting a new or renewed cable franchise.

• Legislative history clearly supports that Congress was focused on fostering competition when it passed the 1992 Act. Qwest Broadband Servs. Inc. v. City of Boulder, 151 F. Supp.1236, 1244 (D. Colo. 2001).

• In its 2007 order, the FCC found that "an LFA's refusal to grant a competitive franchise because of an applicant's unwillingness to agree to unreasonable build out mandates constitutes an unreasonable refusal to g10217838.000( / 1) 111Page award a competitive franchise within the meaning of Section 621(a)(1)." The FCC order, however, targeted local and not state laws.

• Arguably, the New York build requirements set forth in 16 NYCRR § 895.5 are in conflict with Section 621(a)(1) and are, therefore, preempted.

• In upholding the FCC's ruling, the Sixth Circuit stated that "while the [FCC] characterized build out requirements as 'eminently sensible' under the prior regime in which cable providers were granted community-wide monopolies, under the current, competitive regime, these requirements 'make entry so expensive that the prospective ... provider withdraws its application and simply declines to serve any portion of the community." Alliance for Cali)) Media v. FCC, 529 F.3d 763, 771 (6th Cir. 2008).

o The franchising laws which were being enacted about the time of the FCC order facilitated competitive entrants into the facilities based video market.

o In sharp contrast, the New York statutes mandates individual cities and commissions to include onerous build out schedules which, standing alone, would run afoul of the FCC's order.

It should also be noted that in Minnesota, which has a statutory provisions similar to 16 NYCRR § 895.5, 40 cities have approved a market based approach to build-out requirements for second entrants. Moreover, and there have been two cases in Minnesota where the Court has recognized that a second entrant where the Court (130217838.DOCC / 11 121 Page could be awarded a competitive franchise without satisfying all the mandates of Chapter 238. See e.g., Mediacom Minnesota, LLC v. City of Prior Lake, Minn. Ct. of Appeals, A09-1379 (Unpublished decision, Filed June 22, 2010). In October 2014, the City of Owatonna awarded a competitive franchise to a second provider, and the franchise did not contain the five year build requirement set forth in Chapter 238. Rather, it contained a market success model expressly endorsed by the FCC. The competitor will provide service to 25 percent of the City of Owatonna and will have no further obligation to enable the provision of cable communications services until 48 percent of households in the footprint subscribe to its service.

Finally, nothing in the FCC's Order on Reconsideration released in January of this year alters the above analysis.

D. If an application seeks a franchise for an area for which and existing franchise is in effect, the applicant shall indicate specifically whether it will provide service on the same terms and conditions as contained in such existing franchise and may include a proposed franchise consistent therewith See Section B above and proposed Franchise Agreement submitted herewith. E. A statement of the applicant's experience in the cable television field including, if applicable, the names and professional experience of the persons or organizations who will be responsible for the construction, installation and operation of the proposed system. Frontier Communications is an S&P 500 company and is included in the Fortune 1000 list of America's largest corporations. . . . General Manager, New York South: Deb Bogdanski is the general manager overseeing Frontier's New York operations in the Hudson Valley area. She is responsible for overall operations and service metrics for customer service in the Hudson Valley markets, facilitating all Frontier outreach, including sales and customer events. She serves on the Hudson Valley Pattern for Progress Board of Directors, Orange Regional Medical Center Foundation Board of Trustees, and coordinates local activities, including coordination of volunteers for United Way events, Meals on Wheels, Honor Flight and facilitating donations for many local non-profit organizations.

Senior Vice-President/General Manager, New York: is Elena Kilpatrick with overall

(00217838.00a / 13IPage operations responsibility for the state of New York. She has overall responsibility for the entire operations organization in the New York and is responsible for all customer service and community relations for the state. Elena was formerly the Vice President/general manager for Pennsylvania prior to being promoted to his current position in 2016.

(002178311.110C(Ili 141Page and Corporate Development at Caribiner International, Inc. Early in his career, Mr. Jureller held increasingly senior financial roles at PepsiCo World Trading Company, Inc., Emcor Group, Inc., and General Electric Capital Corporation. Mr. Jureller began his career in finance at Bankers Trust Company. Mr. Jureller earned a B.S. with Distinction and an M.B.A. in Finance from Cornell University. He sits on the Board of Directors of White Plains Hospital in White Plains, New York and is a member of the hospital's Finance Committee.

(00217838.000( / 11 15IPage Ms. McKenney is a member of The Leadership Council of Franklin & Marshall College and a member of the Board of Directors of The Child Care Council of West Monroe County, Inc. In May 2014, she was honored with the HR Leader Award in the Large Company category at the 2014 Fairfield County HR People of the Year Awards. The awards are given each year by The Southern Connecticut Chapter of the Society for Human Resource Management to recognize individuals whose performance and contributionihave significantly benefited their organiTations, the Human Resources profession and the community.

Ms. Abernathy served as a Commissioner with the Federal Communications Commission (FCC) from 2001-2005. While a Commissioner, she chaired the Federal-State Joint Board on Universal Service and participated as a U.S. representative in numerous international bilateral and multilateral negotiations, including the 2002 International Telecommunication Union (ITU) Plenipotentiary Conference and the 2003 ITU World Radiocommunication Conference. She was appointed by the ITU to chair the 2004 ITU Global Symposium for Regulators.

(00217838.1NkX /1) 16IPage Ms. Abernathy received her B.A. magna cum laude from Marquette University and her J.D. from Catholic University of America's Columbus School of Law, where she was a Distinguished Practitioner in Residence. She is a member of the District of Columbia Bar and the Federal Communications Bar Association, of which she is a Past-President, and has served as an adjunct professor at Georgetown University Law Center and The Columbus School of Law.

Executive Vice President, General Counsel Secretary: Mark D. Nielsen joined Frontier in March 2014 as Senior Vice President, General Counsel, and Secretary. Prior to this, he was Associate General Counsel and Chief Compliance Officer for Danbury, Conn.-based Praxair Inc. From 2007 to 2009, he was a Vice President and Assistant General Counsel of defense contractor Raytheon Co. Before that, Mr. Nielsen served as Chief Legal Counsel, and then Chief of Staff; to Massachusetts Governor Mitt Romney (2004-2007).

Mr. Nielsen graduated from Harvard College magna cum laude and Phi Beta Kappa. He earned his law degree, cum laude, from Harvard Law School.

Directors:

Pamela D. Reeve, Chairman

Leroy T. Barnes Jr., Director

Peter C.B. Bynoe, Director

Diana S. Ferguson, Director

Edward Fraioli, Director Daniel J. McCarthy, Director

Virginia P. Ruesterholz, Director

Howard L. Schrott, Director

Larraine D. Segil, Director Mark Shapiro, Director

Myron A. Wick, III, Director

Officers:

Chief Executive Officer and President Daniel McCarthy

Executive Vice President, External Affairs Kathleen Quinn Abernathy

Executive Vice President and Chief Financial Officer John M. Jureller

Executive Vice President, and Chief Custom Office Cecilia K McKenney

Executive Vice President, Field Operations John Lass

Executive Vice President and Chief Technology Officer Steve Gable

Senior Vice President, General Counsel, Secretary Mark D. Nielsen

Executive Vice President and Chief People Officer Kathleen Weslock

Contact information for the members of Frontier's Board of Directors and Management, as well as their profiles, may be found at hap://investor.frontier.com/directors.cf and Frontier's Management's profiles found at httn:llinvestor.frontier.com/manaeement.cfm.

100217838.DOCO 18 1 Page For information concerning the number of shares held by each officer or director of Frontier, please see Frontier Communications Corporation's most recent Form 10-K (along with all other SEC filings) found at: htto://investor.frontier.comisec.cfm.

For information concerning intercompany relationships, including the parent, subsidiary or affiliated companies please see the detailed corporate structure depicted on the attached Exhibit C.

G. A documented plan for financing the proposed system, which plan shall indicate specifically every significant anticipated source of capital and any and all limitations or conditions with respect to the availability of the indicated sources of capital. Frontier's ultimate parent company is Frontier Communications Corporation. Frontier Communications Corporation's most recent Form 10-K (along with all other SEC filings) may be found here: litto:ilinvestor.frontier.com/sec.cfm. Frontier Communications Corporation is an S&P 500 company and is included in the Fortune 1000 list of America's largest corporations with reported fourth quarter 2015 revenue of $1,413 million and operating income of $182 million. Frontier does not require any unique or additional funding sources (i.e. special notes or bonds) in order to deploy its Vantage TV service in this, or any other market.

H. A statement indicating whether the applicant or any of its principals (which, in the case of corporation, shall include all officers, directors and persons having a legal or equitable interest in 10 percent or more of the voting stock): I . Has ever been convicted of a crime involving moral turpitude (including criminal fraud) or is presently under indictment charging such a crime. ' • No. ' 2. Has ever been held liable by any court of competent jurisdiction in any civil action based on fraud, deceit or misrepresentation: No. Or

{00217838.000( /1} 19IPage 3. Has ever been punished or censured in any jurisdiction for any violation or attempted violation of any law, rule or order relating to cable television operations. No. If the statement is affirmative with respect to any of the above-mentioned adverse considerations, the applicant should include in the statement of such explanatory material as it deem appropriate.

I. The applicant shall mail a copy of the application to each person that holds an existing • franchise from, oepravides cable service in the municipalities. Such mailing shall be made on or before the date the applicant submits its application to the municipality.

Jack D. P Director, Gov't and External Affairs

Subscribed ond sworn to before me this 0$ i 20 t

MR) Cleiorta- 71110da--i publi My Commission Expires: 013j' -a

[00217838.0000/11 20IPage Exhibit A ;IRE, ap;. rfra. rr.q. R IIANTAGE Tv REMOTE. COV-iTROL

Power On/Off Control Devices Devices with Mode Buttons Rewind or Fast Forward Program Allow Navigation between Initiate Program TY Components (RGB. HDML Recording Analog. other) Stop Program Ploy Pause Program Play Start or Resume Program Play DVR Jump Forward or Bad word by Interval Go to Recorded TV Go to the On Demand Library Programs List

View Online Weather. Return to Previous Sport, Stocks and Menu Screen Traffic

Go to Main Menu Navigate Channels. Menus and Screens Screen Select On-Screen Return to Live TV Option Displcy Program Info Access Applications Screen (If Applicable) MP, - Chon2e/Pooe Guide Change Volume Up or Down

Mute Audio Go to Interactive Program 0 Guide Screen Return to Previously Numeric Alpha Text Keypad for Viewed Live TV Channel elk 0 Channel and Search Functions Si 0 Edit Text on the Access the Screen Search Screen Viewing Options

PGRi.,'IDE TO THIS WINLICHG COMBO

Get the ultimate in entertainment freedom! Our exclusive Wireless Receiver lets you enjoy TV virtually anywhere in your home. Design your room to suit your style—you're no longer tied to your TV outlet! And our Point Anywhere Remote Control doesn't require lineal-sight. so it works however you aim it—even through cabinets and walls. Add them both for amazing flexibility and convenience. Go to Frontier.com to order.

The Paint Anywhere Remote Control is intended and.sold for use only with VanatgeTV receivers. May not be compatible with all entertainment systems or capable of accepting every programming code for other devices. Limited one-year replacement-only warranty. See enclosed User Guide for further information. Go to Frontieccom for details. Technical restrictions apply, may not be available to all customers. ©2016 Frontier Communications Corporation.

P47. .7 E-7-141.-._1.414 EL E":- MTV 492 Fox News Channel 210 502 Pivot 799 For Sports 1 651 MTV His 509 ReeizChann el 607 Fox Sports 2 652 MN Live 505 SEC Network 178 MTV Tras 3142 Smithsonian Channel 118 Adult Only On Demand 956 Freeform DVR App 9999 Frontier Shopping 1 84 MTV2 504 Univision Deportes 658 Frontier Account Manager App 9910 Frontier Shopping 4 429 mtvll 510 Vantage 1V On Demand 1 FS Carolinas (FS South) 745 Music Choice Play 5103 FS Southeast (SporaSouth) 729 Nat Geo Wid 266 fuse 535 National Geographic Channel 265 Fusion 206 NEC Spars Network 640 5StarMAX 127 NBC Universo (fla rnun2) 836 FX 3009 ActionMAX EVINE Live 19 FX Movie Channel 792 NickJc 320 Baby TV 333 128 Nick Toons 318 Cinemax. 832 HSN 6 001 FYI Oka B10) 272 etick2 316 Encore 932 QVC 12 Nickelodeon 938 WARZ_LP 34 GAC 529 314 Encore Action One America News Network 208 Encore Black 942 WLFL (ON) 22 Galavision Golf Channel 641 OWN 170 Encore Classic 934 WNCN (NBC) 17 GSN 173 Oxygen 368 Encore Espanol 943 WRAL (CBS) 5 H2 257 OVC 420 Encore Family 944 WRAY (IND) 30 Hallmark Channel 117 QVC+ 421 Encore Suspense 936 WRAZ (FOX) 13 RLTV 175 940 Hallmark Movies & Mysteries 133 Encore Westerns WRPX (ION) 47 Science EPIX 891 HGTV 450 258 WTNC (UniMasl 26 History 256 Smile of a Child 1V 340 EPIX 2 893 WTVD (ABC) 11 HLN 203 Sontlie Broadcasting Network 580 EPIX Drive-In 896 WUNC (PBS) 4 HSN 424 Spike TV 145 EPIX Hits 894 WINC (Urvvision) 40 H5N2 425 Sprout 337 ESPN Deportes 3113 1FC 797 Sundance 7V 798 ESPN Goal Line/Buzzer Beater! 613 1NSP 564 SyFy 151 Bases Loaded Prime Investigation Discovery 260 TBN 560 FUX 890 647 Jewelry Television 197 TBS 112 Fox College Sports -Atlantic A&E 132 Justice Central 166 TCM 790 Fox College Sports - Central 648 AMC 119 Lifetime Television 360 TeenNick 322 Fox College Sports - Pacific 649 762 American Heroes LMN 362 The Church Channel 565 FS Arizona 259 737 Oka gifnary Channel) LOGO 183 Tne Time life Channel 229 FS Detroit 720 Animal Planet 252 MC 705 5129 The Word Network 575 FS Florida As Seen On TV 37 748 MC 130s 5128 TLC 250 FS Midwest 147 774 AWE (fka Wealth N) MC 90s 5127 TNT 108 FS Prime Ticket BBC America 122 MC Adult Alternative 5116 Travel Channel 254 FS San Diego 776 155 753 BET MC Alternative 5115 truTV 164 F5 Southwest BET Gospel 516 MC Blues 5146 7V Land 138 FS West 772 744 BET Jams 508 MC Classic Country 5134 IV One 157 FS1Niscomin 490 BET Soul 522 MC Classic Rock 5118 tvMall 367 Havoc TV Boomerang 327 MC Classical Masterpieces 5110 Universal 105 HBO 802 810 Bravo 181 MC Conteinpu. ary Christian 5135 Uplift TV 571 HBO Comedy 806 650 MC Country Hits 5133 USA Network 124 HBO Family 814 BUY TV 228 MC Da ncaJEDM 5103 Val. 1V 82 HBO Latino 808 Buyft 196 MC Easy Listening 5148 Velocity 104 HBO Signature 812 Buylt2 247 MC Gospel 5111 VH1 518 14110 Zone 804 BYU 567 MC Hip-Hop and R&B 5105 VH1 Classic 520 H002 103 C-SPAN 230 MC Hip-Hop Classics 5107 WE 372 HDNet Movies C-SPAN2 231 InciePlex 914 MC Hit List 5101 WON America 180 846 C-SPAN3 232 MC Indic 5104 MAX Latino 325 MoreMAX 834 Cartoon Network MC Jazz 5145 515 842 Centric MC rid!. Only! 5124 MovielvIAX Chiller 153 MoviePlex 907 MC light Classical 5150 161 711 doe MC Max 5102 AXS1V 102 New England Sports Network 680 CMT 525 MC Metal 5114 Baby First TV 310 Outdoor Channel CMT Music 527 OuterMAX 644 MC Mexicana 5138 BBC World News 2137 RetroPlex 916 CNBC 216 MC Musica Urbana 5137 CBS Sports Network 643 202 789 CNN MC Party Favorites 5122 CCTV News (fka CCTV-9) SHORTS 140 852 Comedy Central MC Pop & Country 5131 CNBC World 217 Showtime 456 Showtime Beyond 860 Cooking Channel MC Pop Hits 5121 CNNI (CNN International) 205 Showtirr Exeme 858 Crime & Investigation Network 163 MC Pop Latino 5136 Destination America 465 862 Daystar 563 MC FMB rlasics 5109 El Rey 466 Showtime Family Zone 864 Discovery Channel 120 MC R&B Sold 5110 ESPN College Extra 614 Showtime Next 335 Showtime Showcase 856 Discovery Family Oka The Hub) MC Rap 5106 ESPN College Extra 615 302 854 Disney Channel MC Reggae 5112 ESPN College Extra 616 Showtime Too 306 Showtime Women 866 Disney Jr. MC Rock 5113 ESPN College Extra 617 304 Sports Time Ohio 735 Disney XD MC Rock Hits 5117 ESPN College Extra 618 642 DIY Network 454 MC Singers & Swing 5147 ESPN College Extra 619 Sportsman Channel 134 Start 902 El EntertarnmentTelevision MC Smooth Jazz 5144 ESPN College Extra 620 602 Start Cinema 908 ESPN MC Soft Rock 5119 ESPN College G6a 621 910 ESPN Classic 603 MC Solid Gold Oldies 5130 FOX Deportes 3114 Start Comedy Slarz Edge 904 ESPN2 606 MC Sounds of the Season 5141 FUhkimation (Rebranded to Toku) 484 604 Starz in Black 906 ESPNews MC Soundscapes 5143 Life (fka Discovery Fit & Health) 468 605 Stare )Gds & Family 912 ESPNU MC Teen Beats 5123 Lifetime Real Women 364 722 Esquire Network 380 MC Throwback Jamz 5108 Military History 276 Sun Sports 838 EWTN 562 MC Today's Country 5132 M133 Network 6.34 ThrillerMAX TMC 882 EWTN Espanol 3077 MC ToddlerTunes 5125 NASA TV 264 TMC Xta 884 FamilyNet 566 MC Tropicales 5159 NBA 7V 632 7VG2 672 FM 182 MC Y2K 5126 NFL Network 630 World f=ishing Network 679 FoodNetwork 452 MGM 116 NHK World 221 211 YES Network 705 Fox Business Network MSNBC 215 Ovation 385 I.-ii Interagtional i.4irISr _fg±4titat„," --I. MLB Strike Zone 635 Arabic Radio & Television (ART) 3732 NFL RedZone 629 CCTV-4 3603 PAC 12 Bay Area 760 Channel One Russia 3882 PAC 12 Los Angeles 761 C11-thong Tian 3604 PAC 12 Network 759 ET-Global 3632 ET-News 3631 ••4tik • GMA Pinoy 3683 V.00T f fr.t., :fft MBC America 3643 Phoenix North America Chinese 3606 NBA League Pass 1/M1-S Direct Kick 681 Channel (Chinase Mandarin) NBA League Pass 2/MLS Direct Kick 682 Rai Italia 3802 NBA League Paz 3/MLS Direct Kick 683 Saigon Broadcasting Television Network (SBTN) 3662 NBA League Pass 4/ivILS Direct Kick 684 NBA League Pass 5/MIS Direct Kick 685 SET Asia 3704 NBA League Pass 6/MLS Direct IGck 686 The Filipino.Channel 3682 TV Asia 3703 NBA League Pass 7/MLS Direct Kick 687 TV Japan 3680 NBA League Pass B/MLS Direct Kick 68B TV 3862 NBA League Pass 9/MIS Direct Kick 689 Polortia TVSMONDE 3942 Zee TV 3702

Aztecs America 3019 Aztecs Corazon 3020 =NMHD PPV Events 106 Bandamax Estadas Unidos 3146 TVN Event TV 107 Boomerang en Espanol 3053 Canal SUR 3111 Centroamerica TV 3044 One Estelar 3124 One Latino 3126 Cine Mexican 3134 =NMFox Soccer Plus 653 Playboy TV 952 One Nostalgia 3125 CNN en Espanol 3110 Playboy TV en Espanol 954 De Peficula 3128 De Pelicula Clasico 3129 Discovery en Espanol 3102 Discovery Familia 3103 Disney XD en Espanol 3052 ForoTV 3108 FOX Life (fka 3049 GollV (Spanish) 656 History en Espanol 3104 H ITN 3055 MEGA TV 3008 Mezicanal 3021 Mull liedlos 3065 Nat Geo Mundo 3101 Nuestra Tele 3026 Pasiones 3018 Witmoson Latino EUA 3149 TBN Enlace USA 3078 Tele N Oka Latele Novelal 3017 Telefe Internacional 3035 Telehit 3143 Television Dominicana 3047 Television Espanola 3029 tlNovelos 3016 TV Chile 3032 V-melGris 3058 Viendo Movies 3132 WAPA America 3013

Get answers 24/7 at Frontier.comMelpcenter or call 1.800.921.8101.

*Channel and programminc availability subject to change without notice. For your most current channel lineup, please' isit Frontier.com. Channel/content available-for viewing in Multiview is based on 2V package and additional programming purchased. 00537_CLU_Durha mNC_WE 8_021116 Exhibit B Vantage TV

• Incredible 100% digital picture and sound • Total-home DVR with ability to record up to six shows at once and view on any TV with a set-top box* • Instant channel change and super-fast navigation through our interactive program guide and Video on Demand • See up to six different channels at once with Multi-View • Pause, Fast Forward, Rewind live or recorded shows on up to 8 TVs in your house • Next generation enhanced search delivers real-time results by program name, actor/actress and other keywords across Live TV, Video On Demand and DVR recordings • Introducing Channel Peeks: maintains full-screen viewing while "peeking" into other programming o Recent & DVR Peek allows you to preview and tune to any of the last five channels or DVR recordings

Call1.888.481.0526 or Chat Live Taking innovation to the next level The new visual guide offers the option of full screen, Picture-in-Picture enabled view of what is airing now (On Now), earlier (Just Missed) or is coming up (On Next) with one-touch buttons to record: Channel Peeks maintain full screen viewing while "peeking" into other options including: Recent Peek enables a customer to preview and tune to any of the last five channels viewed, DVR Peek enables a customer to preview and tune to any of the last five DVR recordings viewed, Channel and Browse Peek surfaces rich details for On Now, On Next and Just Missed Content and Options Peek enables quick access to settings or filters

200+

Channels

Vantage's'' TV Prime Over 200 popular digital channels including National Geographic Channel and NBC Sports, as well as great family programming.

Starting at771m°11firfor 12 months. TV equipment charges apply. 250+

Channels

Vantage"" IV Extreme Over 250 popular digital channels including HBO, Cinemax, Fox Sports, our Sports Package and more.

Starting at92/ Mwth*for 12 months. TV equipment charges apply. 300+

Channels

Vantaqem" TV Ultimate Over 300 channels including favorites like HBO, our Sports Package and The Movie

- Channel.startinwat124Mmth—for 12 months. TV equipment charges apply. VantageTV Exceptional entertainment programming at your fingertips. Crystal clear, 100% digital.

Our most comprehensive package, Ultimate includes 300+ popular digital channels including HBO, Cinemax Fox Sports and more.

Wireless set-top boxes are available so you can record your favorite shows to watch later, commercial-free. Take it one step further. Your favorite shows go wherever you go? Many of your favorite networksand shows are available for streaming on mobile devices as part of your TV plan through partner apps and the Vantage TV website. View it on your laptop or computer - never miss a cliffhanger, the winning homerun or season finale! You can also watch thousands of the latest movies, hottest TV shows, and Pay Per View events On Demand! Frontier offers free installation.

Need help? Check out our useful information by visiting the Frontier Helo Center. We're proud to say our Technical and Customer Support teams are available 24/7 to answer any additional questions you might have. 'The number of channeb that can be streamed simultaneously is dependent upon the bandwidth to the home and how your home is provisioned.

"limited-time offer for qualified Frontier residential customers adding new Vantage TV. Service subject to avaliebilfty. Monthly DVR and any additional set-top box changes for wired and wireless boxes apply. Limit four wireless set-top boxes per household, a one-time equipment fee of $49 applies per box. TV price guaranteed for 12 months. After 12-month promotional period, then-current everyday monthly price applies and is subject to change upon 30 days notice. All TV prices, fees, charges, packages. programming, features, functionality and offers subject to change. Minimum system requirements and other terms and conditions apply_ Taxes, governmental and other Frontier- imposed surcharges apply. Offer includes waiver of 11/ Installation fees. TV activation fee applies. Frontier reserves the right to withdraw this offer at any time. Other restrictions apply. 02016 Frontier Communications Corporation. httos://froatier.com/VantageTV Exhibit C UPDATITA 4S110015

Citizens Telecommunications Company of Calorie Teleconirmsnicallans Company Catena Tclecommterioations Company Citizens NEWCOM Company (Delaware) Caltarnis. Inc. al Idaho of Muds (Califonda) (Delaware) (Winds) Citizens TelmommunIcailons Company Citizens Talcoommurdireitons Company of tans Te ecommun ca one Company Mans :Crammer merlons omPanY of Montana • Nebraska of Nebraska LLC of New York, Inc. (Delaware) (Nebraska) (Delaware ) (New York) Citizen* Telecommunications Company Cretans Teletrammurdcallans Company the ens Teleoommunlcottons Company Mons Telecommunications Company of Oregon Mildle Mountains, Inc. of Utah of Wed Virginia (Delaware) (California) Delaware (West Virginia) Frontier Communizations Chrome Litteitea Rural Company, Inc. Electric Lighlwave NY, LLC of Actable Valley. Inc. (Delaware) (Delaware) , (Delaware)

Frentier CommunIcalona el Indiana LLC Frontier Communicaloris of Mississippi LLC Frontier Communicarlons al Thomlovm LLC (Indiana) . (Mississippi) (Indiana)

Frontier Cansmeracellens Frontlet Communicallona of Sylvan lake. Inc. Fru:tiler Telephone of Rochester. Ina. Navajo Communkeilons Company, Inc. al 8 enema-Gorham, Ina. (New York) (New York) (New Mentos) (Delaware)

Frontier Communizations of Virginia, Inc. Frontier Mobil LLC Frontier Communications SetvIcos. Inc. Frontier Socially Company (Virginia) (Delaware) (Adtone) (Delaware)

Valens TeiecommunIcaticrts Company of RIMalander TelecommunicaUo no, 1.1.0 Frontier Communications of Rochester, Inc, Ogden Telephone Company Nevada (New York) (Wisconsin) (Delaware) (Nevada) f I Rhinelander Frantier Directory Phone Trends, Inc. Tote-Tec Contractors, Inc. Telephone LLC Services Company, LLC (New York) (New York) (Wisconsin) (Delaware)

Nowa* Was! Holdings LLC Frontier ComrnunIcations of Daimons, Inc, (Delaware) (Delaware)

Frontier Services Corp. Frontlet ABC LLC Frontier Madonna Inc. Frontier Florida LLC (Connacticul) (Delaware) (California) (Florida)

Tha Southern Now England SNET America. Inc. Telephone Company (Connecticut) 1Connedicul)

Total Communications. Ina. (Conneollcul)

Page 1 liPOMED: smote Frontier Communicallono Coiperalbn (Delaware)

Frooller Bubskilary Telco 1.I.0 (Delaware) 1

Frontier Communications — Midland, Inc. Frontier Communication!' — Prairie, Inc. Frontier Communications — Schuyler, Inc. Frontier Communications — St. Croix LLC (Male) (Illinois) (Wisconsin)

Frontier Communications of Canton, LLC Frontier Communications of DePue, Inc. (Pennsylvania) (Illinois)

Frontier Communications of lillnola, Frontier Communion eons of Iowa, LLC (Dennis) (Iowa)

Frontier Communications Frontier CommunIcalons of Lakeside, Inc, Frontier Camels:nit:aeon of Lakewood, LLC Frontier Communications al Michigan. Ina. ••••••••1 of Lamar County, LLC (Ilande) (Pennsylvania) (Alabama) (Now Mexico)

Frontier Communications °Minna.° ie. inc. Frontier Comma:albite of Mondovi LLC Frontier Communications of MI. Pulaski, Inc. Frontier COMMUTVIC8110116 01 Odom, Inc. (Minnesota) (Wiecensht) (Illinois) (Illinois)

Frontier Communications Fronting Communications Frontier Communications of the South, LLC of Oswayo River, LLC of Pennsylvania, LLC Frontier Communications oisiiroqua. LLC (Nevada) (Penneylvania) (Panneylvania) (Wisconsin)

Frontier ConviumIcellons of Wisconsin. LLC Frontier Infolervice, Inc. (Wisconsin) (Delaware)

Page 2 Commonweellh Clams NEWEL LLC Telephone Evans Telephone (Delaware) Enterprises. LLC Holdings. Inc. (Delaware) (Delaware)

4 Commonwealth =zees Telecom Clitztme Diredory Telephone Commonweenh Services Serv(ces Company CTE Bandar,. Inc. CTE Holdings, Inc. Management Telephone Company. OVN Services Company L .L.C. LLC (PonneylVente) Services. Inc. (Penneylvenle) LLC (Californla) (Delmore) (Delaware) (Pennsylvania) (Pennsylvania)

....11.111ig=111111101•1.0...../.1411111. Manna Telecommanicellone Commonwealth Company Cerninunicellon. LLC CTE Telecom. LLC of (Pennsylvania) Tennessee L.L.C. (Delaware) (Delaware)

CI!eerie Frontier Communications Telecommunications C amerallon and Fronlie r CTSI. LLC Company of Communications (Pennsylvania) Minnesota, LLC of America. Inc. (Delaware) (Delaware)

Citizens Tolecommunicailons Company of Ore CU Malacca Company LLC Volum!oar Blab LLC (Oalawara) (Dalawara) (99% FYR & FCA)

Page 3 ISPOATOO. 44/2016

Citizens HEMEL LLC Commonweallh Evans Telephone (Delaware) Telephone Enterprises, Holdings, Inc. LLC (Delaware) (Delaware)

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Citizens Commonwealth Tel000mmunicallone CIE Telecom. LLC Carnmurfcallon, LLC J Company of Tennessee (Pennsylvania) L.L.C. (Delaware) (Delaware)

Citizens Frontier Commurdcallons TelecommunIcallons Corporation and Frontier CTSI, [LC Company of Minnesota, Communications (Pennsylvania) LLC of Amides, Inc. (Delaware) (Delaware)

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Page 4 UPDATED'. 4/112016

Frontier Communtr.ations Corporation (Delaware)

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Page 7 CABLE FRANCHISE AGREEMENT

This nonexclusive Cable Franchise Agreement (hereinafter the "Franchise") is made and entered into effective on the day of 2016, by and between the Village of Montgomery, New York, ("Village") and Frontier Communications of New York, Inc. ("Frontier") a New York corporation. RECITALS WHEREAS, pursuant to 16 CRR-NY 895.1, Frontier's technical ability, financial condition, and character were considered and approved at a public proceeding affording due process and in accordance with the Village's applicable code on , 2016; WHEREAS, • the Village is authorized to grant and renew cable franchises for the installation, operation, and maintenance of cable television systems and otherwise regulate cable communications services within the Village boundaries by virtue of federal and state statutes, by the Village's police powers, by its authority over its public rights-of- way, and by other Village powers and authority; WHEREAS, the Village and Frontier ("Parties") recognize that Frontier is the second cable provider to apply for a Franchise in the Village, and will be competing with a long standing incumbent, therefore, this franchise is specifically designed to promote such competition. Therefore, the parties agree that Frontier's plans for constructing and operating the cable television system were found adequate and feasible in accordance with the Village's applicable code, the rules and regulations of the NYSPSC, and the FCC; WHEREAS, by resolution of the Village dated the day of 2016 ("Effective Date"), the Village has granted a non-exclusive cable television franchise to Frontier, and authorized the to execute this Franchise Agreement with Frontier upon the terms hereinafter set forth; WHEREAS, this Franchise Agreement complies with the franchise standards required by the New York State Public Service Commission (hereinafter "NY S P S C") and the Cable Consumer Protection Act of 1992 and are subject to the review and approval of the NYSPSC. WHEREAS, Frontier desires to provide cable communications services and to construct, operate and maintain a cable television system within the Village; and, WHEREAS, the Village, after due consideration hereby finds that it would serve the public interest of the citizens of the Village to approve granting Frontier this Franchise to construct, operate and maintain a cable television system within the Village subject to the terms and conditions hereinafter set forth.

{002211859.RT7 /1) AGREEMENT NOW, THEREFORE, in consideration of the terms and conditions contained herein, Frontier and the Village hereby mutually agree as follows: 1. Definitions. For the purpose of this Franchise, the following terns, phrases, words, abbreviations, and their derivations shall have the meaning given herein. When not inconsistent with the context, words used in the present tense include the future; words in the plural include the singular and words in the singular include the plural. The word "shall" is always mandatory and not merely directory. A. "Act" shall mean the Communications Act of 1934, including the Cable Communications Policy Act of 1984, as amended by the Cable Television Consumer Protection and Competition Act of 1992, and the Telecommunications Act of 1996.

B. "Cable Television System" shall have the same meaning as in Section 602 of the Act. C. "Cable Service" shall have the same meaning as in Section 602 of the Act. D. "Gross Revenues" shall mean all revenue of any kind or nature, less related bad debts up to a maximum of two percent (2 %) annually of such cash, credits and property received directly or indirectly by Frontier, its affiliates, subsidiaries, parent and any person. firm or corporation in which Frontier has a financial interest or which has a financial interest in Frontier, arising from or attributable to Frontier's operation of its Cable System to provide Cable Services (as defined from time to time by applicable federal law) within the Village, including, but not limited to: a. Revenue from all charges for services provided to Subscribers b. Revenue directly derived and attributable to the sale of commercial advertising upon the Cable System; c. Revenue from all charges for the leased use of studios; Revenue from all charges for the use of or lease of leased access channels. e. Monthly recurring Revenue from all charges for the installation, removal, connection and reinstatement of equipment necessary for a Subscriber to receive Cable Services; f. Revenue from the sale, exchange, use or cablecast of any programming developed for community use or institutional Users. "Gross Revenues" shall not include taxes or fees (except the Franchise Fee) collected by Frontier on behalf of any governmental authority; any increase in the value of stock, security or asset; any surcharges for underground conversion of cable plant costs; any increase in the value of any stock, security or asset; the value of complimentary service provided to Frontier's employees and as required -by -the Village Code or any Franchise; and dividends or other

(00220859.RTF / 1) distributions made in respect of any stock or securities; or value received by a Frontier or any of its affiliates through cooperative advertising. "Gross Revenues" shall not include cash, credit, property of any kind or nature, or other consideration received by Frontier's affiliates or any person, firm or corporation ("Related Person") in which Frontier has a financial interest or which has financial interest in a Franchisee for any sales of advertising on the Cable System, services to provide programming on the Cable System, production services, and other services which are Cable Services when such services are provided by a Related Person, which has all the following characteristics: the Related Person is a separate legal entity. with separate employees, with separate financial records (which may be part of consolidated financial reporting records), and a separate mission; it makes payments to Frontier which meet market standards for the services and industries involved, even if it does not offer and provide its services to persons other than Frontier in the same industry as Frontier; and it was established for valid business purposes and not with the intent and purpose of circumventing payment of Franchise Fees on Gross Revenues. Nothing contained in this exclusion from Gross Revenues shall be interpreted to exclude from Gross Revenues such cash, credit, property of any kind or nature or other consideration which would be considered Frontier's Gioss Revenues derived from the operation of the Cable' System to provide Cable Services under the Cable Act. Except for Gross Revenue from such sale of advertising on the Cable System, services to provide programming on the Cable System, production services, or telecommunication services which are Cable Services received by such Related Person, this paragraph shalt not exclude from Gross Revenues any source of Gross Revenues, which an existing Franchisee itself is receiving at the time it is granted a Franchise under this provision. E. "Person" shall mean any person, firm, partnership, association, corporation, company or organization of any kind other than the Village. F. "Service Area(s)" shall mean those areas where Frontier intends to provide Cable Service within the Village as specifically designated from time-to-time by Frontier in accordance with Section 3(B) below. G. "Street and Public Right-of-Way" shall have the meaning set forth in applicable Village Code or rules, as defined below. H. "Subscribe?' shall mean an authorized recipient lawfully receiving Cable Television Service. 1.* "Village Codes' cliall mean the code, rules and regulations adopted by the Village, from time-to-time. J. "Reasonable Notice" shall mean the following: Unless otherwise defined herein, reasonable notice means the delivery of written notice to the other party at least thirty (30) days prior to the action proposed of the alleged defect, situation or default. In the event of any emergency that poses an immediate risk of harm to the health. Safety, welfare or property of the residents of the Village, reasonable notice chall be construed to mean written or verbal notice of the action, condition or defect or situation as soon as practicable under the circumstances.

(00220859.RTF / 1} K. "Qualified Living Unit" means a living unit which meets the minimum technical qualifications defined by Frontier for the provision of Cable Service and is located within 4,000 cable feet of an activated RT. A living unit receiving a minimum of 25Mbps downstream generally will be capable of receiving Cable Service subject to Frontier performing certain network grooming and conditioning. For purposes of this definition of Qualified Living Unit, "network grooming and conditioning" means evaluating existing infrastructure and making improvements to allow greater data throughput.

L, . "Standard Drop" includes the installation of one cable box and video service on up to four TV sets. A standard drop shall exclude custom installation work, which shall include but not be limited to extensive asphalt construction, concrete jacking and specific customer requested work that requires non-standard inventory or cable routing. M. "Multiple Dwelling Unit" or "M.D.U." means any adjacent building(s) such as apartments under common ownership containing more than four dwelling units used as living quarters. N. "Remote DSLAM or RT" means a Digital Subscriber Line Access Multiplexer installed by Frontier and is capable of providing Cable Service to Subscribers. Section 2. Grant of Franchise The nonexclusive Franchise is hereby granted to Frontier for the Term of fifteen (15) years ("Term"), and subject to the terms, conditions, and limitations hereinafter stated, to use the streets or public rights of way of the Village now or hereafter laid out or dedicated, and all extensions thereof, and additions thereto, to construct, erect, operate and maintain in, upon, along across, above, over, and under the aforementioned streets and/or public rights-of-way in the Village, wires, cables, underground conduits, manholes, and other conductors and fixtures necessary for• the maintenance and operation in the Village of a Cable Television System for the reception, sale, and distribution of Cable Service and for any and all other lawful purposes. Section 3. Area of Operation A. Subject to the lawful exercise of the police power heretofore or hereafter granted to the Village, Frontier shall have the right to construct, operate, and maintain, in, on, along and under the Streets and Public Rights of Way of the Service Area of the Village, wires, cables, remote terminal cabinets, underground conduits, manholes, and other conductors and figures res necessary for the maintenance and operation in the Village of a Cable System at such locations designated by Frontier. Frontier shall construct and maintain its cable system using material of good and durable quality and that all the work involved in the construction, installation, maintenance and repair of the cable system shall be performed in a safe, thorough and reliable manner. B. Frontier shall comply with the requirements contained in Section 895.5 of the rules of the NYSPSC. Frontier will extend its Cable Service as described on Exhibit A attached hereto. Frontier shall not deny service to any resident of the Village based upon age, race creed, color, sex, national origin or income level of the residences in their local

(0130220859.RTF 1}

area. Except where Frontier is unable to obtain required easements. Frontier may extend cable service to any Qualified Living Unit within the Service Area that Frontier chooses to construct to, upon the request of a potential subscriber at its then-prevailing installation charge for such service. An activated service area is a geographical location or subdivision in which Frontier is already providing cable services to Qualified Living Units. C. In cases of new construction or property development where utilities are:to be placed underground, the developer/property owner shall give Frontier reasonable notice of such construction or development, and of the particular date on which open trenching will be available for grantee's installation of conduit and/or cable. Frontier shall also provide specifications as needed for trenching. Costs of trenching and easements required to bring Cable Service to the development shall be borne by the developer/property owner, unless agreed to otherwise between Frontier and developer. D. Frontier's use of Village rights-of-way shall be subject to all rules and policies adopted by the Village from time to time. Section 4. Acceptance; Effective Date A. After the Village has taken final action to approve the granting of this Franchise, Frontier will file its acceptance with Village by countersigning this Franchise. Such acceptance will acknowledge that Frontier agrees to be bound by and to comply with the provisions contained herein. B. The Franchise granted herein will take effect and be in full force from and after final passage by the Village, subject to the acceptance provided in paragraph A above and shall continue in full force and effect throughout the Term. Section 5. Conditions on use of Streets and Roads A. Trimming/Cutting Trees. Frontier, upon consultation with the Village, shall have the right to trim and keep clear of its poles, wires, cables, underground conduits, manholes and other conductors and fixtures, the trees in and along the Streets. In the exercise of such right, Frontier shall not cut or otherwise injure any trees to any greater extent than is reasonably necessary. B. Restoring Streets. Frontier shall restore, reconstruct, or repair any Street and Public Right-of-Way, and any sewer, gas, effluent, water main, pipe, or fire alarm: disturbed, or• destroyed by the exercise of any right granted to Frontier by this Franchise in accordance with applicable Village Code as amended. In the event that the Village determines that Frontier has not made such restoration, reconstruction or repair in a reasonably satisfactory manner, the Village, after giving Frontier notice and opportunity to correct such failure, shall have the right to carry out such restoration. reconstruction or repair) and Frontier shall reimburse the Village in full for all reasonable expenses incurred by the Village in carrying out all or part of such restoration, reconstruction or repair.

(002201159.RTF / 1) C. Safety. Frontier shall at all times employ ordinary care and shall install and maintain in use commonly accepted methods and devices for preventing failure and accidents which are likely to cause damage, injuries, or nuisances to the public. All structures and all lines, equipment, and connections in, over, under, and upon the Streets, shall at all times be kept and maintained in a safe, suitable, substantial condition, and in good order and repair. Frontier shall construct its Cable System using materials of good and durable quality, and all work involved in construction, installation, maintenance and repair shall be performed in a safe, thorough, and reliable manner. D. Compliance with Applicable Laws. Frontier shall install and maintain its wire, cables, fixtures, and other equipment in accordance with applicable Village Code, as amended, any building codes, or other construction standards imposed by the Village, and the applicable sections of the National Electric Safety Code as revised during the Term and in such manner as shall not interfere with any installations of the Village or of any public utility serving the Village. E. Temporary Moving of Wires. Frontier shall, on the request of any Person holding a building-moving permit issued by the Village, temporarily relocate Facilities to permit the moving of buildings, water, effluent or sewer lines, or Streets and/or Public Rights of Way. The expense of such relocation shall be paid by the Person requesting the same, and Frontier shall have the authority to require such payment. Frontier shall be given not less than five (5) business days' notice to arrange for such relocation. F. Inspection. The Village shall have the right to inspect all construction or installation work performed in, over, under and upon the Streets, subject to the provisions of this Franchise and make such inspections as it shall find necessary to insure compliance with the terms of this Franchise. G. Location of Distribution Lines-Poles/Underground Cable. No poles or structures shall be erected by Frontier without prior approval of the Village, through its established permit procedure pursuant applicable Village Code, as amended. Location of any pole, or structure shall be removed or modified by Frontier whenever the Village determines that the public health, safety and welfare would be negatively affected. If the Village requires the removal or relocation of part of the Cable Television System, such removal or relocation shall be solely at Frontier's expense. H. Moving of Frontier Property. Frontier will, upon reasonable notice from the Village, protect, support, temporarily disconnect or relocate its property in the Street or Public Right-of Way when required by the Village or State by reason of traffic conditions, public safety, street closing or abandonment, highway or street construction, change or establishment of street grade, or any other types of structures or improvements. The Village shall bear the cost to the extent such request for relocation or disconnection is for aesthetic purposes.

{002208.59.RTF /1} Section 6. Construction and Operation A. All working facilities, conditions, and procedures, used or occurring during construction and maintenance of the Cable Television System shall comply with the standards of the Occupational Safety and Health Administration. C. Construction, installation and maintenance of the Cable Television System shall be performed in an orderly and workmanlike manner, and in close coordination with public and private utilities serving the Village following accepted construction procedures and practices and working through existing committees and organizations. D. Any antenna structure used in the Cable Television System shall comply with construction, marking and lighting of antenna structures required by the United States Department of Transportation. Frontier shall obtain a special use permit from the Village prior to the installation of any such antenna structure. E. Frontier will not intentionally interfere with television reception of person not served by Frontier, nor will the Cable Television System interfere with, obstruct or hinder in any manner, the operation of the various utilities serving the residents within the confines of the Village. Specifically, Frontier shall not interfere, obstruct or hinder in any manner, the Village's communications systems, water system, sewer system, fire department system, police department system, public works systems or court system. F. Frontier shall not be required to make cable service available to residents of an M.D.U. project until a mutually acceptable agreement granting Frontier access to the M.D.U. has been executed and delivered by Frontier and the property owner. G. Frontier will at all times fully comply with all Village requests regarding work within the Village rights-of-way. H. Once Frontier activates any Qualified Living Units within the Service Area, Frontier ghat' not be allowed to deactivate Cable Service availability without the consent of the Village, which shall not be unreasonably withheld, provided however, Frontier may discontinue service at the requests of a Subscriber, or upon non- payment of a bill for cable services by Subscriber after proper notice. Section 7. Customer Service Frontier shall obtain and maintain sufficient telephone lines and staffing so as not to delay unreasonably the answering of any telephone call for the purpose of receiving and responding to cable television subscriber complaints, and shall adjust its staffing, as necessary, with respect to special events which may reasonably be expected to increase call volume. In any event, Frontier shall comply at all times with the customer service provisions set forth in 47 Code of Federal Regulations Part 76.309, as well as Parts 890 & 896 of the rules and regulations of the NYSPSC.

(00220859.RTF / 1) Section 8. Channel Capability Frontier shall use reasonable effort to provide a minimum of two hundred (200) channels. Frontier shall provide broad categories of services. Suggested broad categories of video programming are: 1.Educational programming; 2. News and information; 3. Sports programming; 4. General entertainment (including movies); 5. Children's programming; 6. Family programming; 7. Culture and performing arts; 8. Science/documentary; 9. Weather information; 10.Ethnic programming; and, 11. Governmental affairs. Frontier shall carry the signals of local broadcast stations in the New York City Metropolitan area that have indicated to Frontier their "must carry" designation as well as broadcast stations that have executed "retransmission consent" agreements with Frontier in accordance with FCC regulations and federal law.

(00220859.RTF / 1} Section 10. Insurance

Frontier shall at all times during the term of this Franchise, at its own cost and expense, carry and maintain the insurance coverage listed below with insurers having an A.M. Best rating of A- VU. Frontier shall not commence any work hereunder until Frontier has fulfilled all insurance requirements herein. Frontier shall require its subcontractors to maintain policies of insurance that are appropriate for the type and level of services being provided.

Each Occurrence: • - $1,000,000 General Aggregate Limit: $2,000,000 Products-Completed Operations Aggregate Limit: $1,000,000 Personal and Advertising Injury Aggregate Limit: $1,000,000

4. The insurance limits required herein may be obtained through any combination of primary and excess or umbrella liability insurance. Frontier shall forward to the Village certificate(s) of insurance upon execution of this Franchise and upon any renewal• of such insurance during the term of this Franchise. The certificates) shall indicate that (1) the Village, its officers and employees are named as additional insured(s) as their interest may appear with respects to the general liability insurance policy, (2) thirty (30) days' prior written notice of cancellation of the policy(ies) shall be provided to the Village; and (3) coverage is primary and non-contributory to any other valid and collectible insurance maintained by the Village.

Section 11. Unauthorized Connections or Modifications A. ' It is unlawful fot any person to make any connection, extension, or division whether physically, acoustically, inductively, electronically, or otherwise with or to any segment of the Cable Television System for any purpose whatsoever, without the express consent of Frontier. B. It is unlawful for any person to willfully interfere, tamper, remove, obstruct, or damage any part, segment or content of the Cable Television System for any purpose whatsoever.

(00220859.RTF / 1) C. Any person convicted of a violation of this section will be subject to the maximum penalty allowed by Federal, State and local law. The Village agrees to cooperate with Frontier in the prosecution of any such violations. Section 12. Franchise Fees and Taxes A_ Frontier will pay to the Village quarterly, within sixty (60) days following the end of each quarter, an amount equal to five percent (5%) of Frontier's quarterly Gross Revenues ("Franchise Fee"). The Franchise Fee will be deemed to reimburse the Village for the rights granted herein• and/or all costs of regulation and administration of the Franchise. B. In the event the five percent (5%) limitation on Franchise fees imposed by the terms of the Act is raised by Congress or the FCC, the Village shall have the right to raise the percentage charged under this section, at its discretion. up to the amount of the limit, upon giving Frontier ninety (90) days' notice prior to the effective date of the increased Franchise Fee. C. Notwithstanding any provision to the contrary, Frontier shall, in addition to the Franchise Fee described above, pay the required charges, taxes and fees lawfully established in a code or ordinance properly adopted by the Village. Frontier shall be entitled to pass such fees, taxes and charges directly to its subscribers in the Village. D. In the event the Village constructs or establishes Village owned and occupied facilities in the Frontier Service Area, including but not limited to police, fire, government offices, or recreation facilities, Frontier Rhall install and provide Frontier Cable System services to said facilities at no cost to the Village. E. Each franchise fee payment will be accompanied by a report setting out in detail the basis for the computation of the payment At the sole discretion of the Village, the accuracy of the report may be independently audited by an entity appointed by the Village at the Vi Huge' s expense. ' However, in the event the audit concludes that Frontier' s payments hereunder were underpaid by an amount greater than 5% of the proper payment, then Frontier shall reimburse the Village for the cost of the audit up to 57,500. Any amounts underpaid shall be paid annually on or before the 31st day of March each year.

Section 13. Rates. All of Frontier's rates and charges shall be published Cm the form of a publicly- available rate card) in accordance with applicable State and Federal law, and shall be nondiscriminatory as to all persons and organizations of similar classes, under similar circumstances and conditions. Frontier shall apply its rates in accordance with governing law, with similar rates and charges for all subscribers receiving similar cable service, without regard to race, color, familial, ethnic or national origin, religion, age, sex, sexual orientation, marital, military or economic status, or physical or mental disability, or geographic location in the Franchise area. Nothing herein shall be construed to prohibit Frontier from: (1) The temporary reduction or waiving of rates or charges in conjunction with valid promotional campaigns of one (1) year or less;

(00220859.RTF /1} (2) The offering of reasonable discounts to senior citizens or economically disadvantaged citizens; (3) The establishment of different and nondiscriminatory rates and charges and classes of service for commercial customers, as well as different nondiscriminatory monthly rates for classes of commercial customers as allowable by federal law and regulations; or (4) The establishment of different and nondiscriminatory rates and charges for residential Subscribers as allowable by federal law and regulations. Section 14. Public, Education, and Government Channels Frontier will comply with all aspects of 16CRR-NYVIII B 895.4 of the rules and regulations of the NYSPSC, including provision of one (1) channel for public, education and government programming. Section 15. Records and Reports A. Copies of all petitions, applications and communications submitted by Frontier and directly • related• to Frontier's Franchise to the Federal Communications Commission, Securities and Exchange Commission, the NYSPSC or any other agency having jurisdiction in respect to any matters affecting cable television operations authorized pursuant to this Franchise, shall be submitted to the Village upon written request. B. The Village shall have the right, at its own expense, no more than one (1) time during any calendar year, and upon at least ten (10) working days prior written notice) to inspect at Frontier's offices during normal business hours, all books and records directly related to Frontier's Franchise Fee and Frontier's applicable tests provided to the FCC. To the extent such information is protected by State or Federal law, the Village will not disclose to the public or to competitors of Frontier any commercial or financial information reviewed by the Village pursuant to this Franchise Agreement. Section 16. Franchise Renewal Any renewal of this Franchise shall be in accordance with the renewal provisions of the Cable Act and the rules of the NYSPSC as may be codified at the time of the renewal and any relevant provisions of the Village Code, as amended. Section 17. Transfer of Franchise Frontier shall not transfer this Franchise to another party, person, or entity, except to a company controlling, controlled by or under common control with Frontier, without complying with the provisions of in the Cable Act and the rules and regulations of the NYSPSC. Section 18. Termination; Cancellation A. In addition to all other rights and powers pertaining to the Village by virtue of this Franchise or otherwise, the Village reserves the right, after reasonable notice to Frontier and after

{00220859.RTF / 1) reasonable opportunity of Frontier to cure any alleged Franchise Violation, to terminate and cancel this Franchise and all rights and privileges of Frontier hereunder in the event that Frontier: (i) Willfully fails to reasonably carry out any provision of this Franchise or any rule, order, or determination of the Village pursuant to this Franchise. (ii) Becomes insolvent, unable or unwilling to pay its debts, or is adjudicated bankrupt. B. Such termination and cancellation shall be by resolution duly adopted after sixty (60) days' notice to Frontier and shall in no way affect any of the Village's rights under this Franchise or any provision of law. Section 19. Force Majeure With respect to any provision of this Franchise, the violation or noncompliance with any provision of this Franchise, which could result in the imposition of financial penalty, forfeiture or other sanction upon such violation or noncompliance shall be excused where such violation or noncompliance is the result of Acts of God, war, civil disturbance, strike, or other events, the occurrence of which was not reasonably foreseeable by Frontier and is beyond Frontier's reasonable control. Section 20. Miscellaneous A. The right is hereby reserved by the Village to adopt, in addition to the provisions contained herein and in existing applicable resolutions, such additional regulations, as it shall find to be in the best interests of the Village. B. If any section, subsection, sentence, clause, phrase or portion of the Franchise is for any reason held invalid or unconstitutional by any court of competent jurisdiction such portion shall be deeded a separate, distinct and independent provision and such holding shall not affect the validity of the remaining portions hereof. C. Frontier its successors and assigns shall at all times save and keep harmless and fully indemnify the Village, its officers, agents, servants, and employees from and against any and all loss, liability, suits, damages, costs, charges, legal fees and expenses in any manner arising from the construction, repair extension, maintenance or operation of their equipment of any kind or character and from any negligence, fault, or misconduct on the part of Frontier, its officers, agents, servants and employees or by reason of any act done or omitted to be done in the premises of said V il lag e. D. Village acknowledges that acceptance of the terms and conditions of this Franchise will not constitute, or be deemed to constitute, a waiver, either expressed or implied, by Frontier of any constitutional or legal right which Frontier may have or may be subsequently determined to have, either by current or subsequent legislation or court decisions. The Village acknowledges that Frontier hereby reserves its rights under applicable Federal and State constructions and law.

(00220859.RTF / 1} E. . This Franchise shall be governed by the laws of the State of New York. F. Any controversy or claim arising out of or relating to this Cable Franchise Agreement, or the breach thereof: shall be settled by arbitration before a single arbitrator in accordance with the New York Uniform Arbitration Act, 78-3Ia-101, et. seq., with the arbitration proceeding being administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. G. All notices or correspondence to be served upon the Village or Frontier by the other Party shall be in writing and delivered by first class mail, postage prepaid or by facsimile or by a national express mail service. H. The terms of this Franchise are subject to the approval of the NYSPSC. Frontier shall make all necessary applications to the Federal Communications Commission and the NYSPSC within sixty (60) days from the date the Village approves this Franchise. Notices or correspondence to the Village shall be addressed as follows: Village of Montgomery With a copy to: Village Attorney Notices or correspondence to Frontier shall be addressed as follows:

FRONTIER COMMUNICATIONS OF NEW YORK, INC.

Dated: , 2016 By: Its: STATE OF ) SS COUNTY OF

The foregoing instrument was acknowledged before me this day of 2016, by , the of Frontier Communications of New York, Inc., a New York corporation, on behalf of the corporation.

Notary Public Commission Expires

VILLAGE OF MONTGOMERY, NEW YORK

By: Its: Mayor ATTEST:

Its: Village Clerk

. . 100220859.RTF /

EXHIBIT A SERVICE AVAILABILITY

(2) Periodic Meetings. In order to permit the Village to monitor and enforce the provisions of this section and other provisions of this Franchise, Frontier shall, upon demand, promptly make available to the Village maps and other documentation showing exactly where within the Village Frontier is currently providing Cable Service. Frontier shall meet with the Village at least annually to demonstrate Frontier's compliance with the provisions of this section concerning the deployment of Cable Services' in the Village including, by way of example, the provision of this section in which Frontier commits that a significant portion of its initial investment will be targeted to areas below the median income within the Village, and the provisions of this section that prohibit discrimination in the deployment of Cable Services. In order to permit the Village to monitor and enforce the provisions of this section and other provisions of this Franchise Ordinance, Frontier shall, commencing October 2016, and continuing throughout the term of this Franchise, meet at least annually with the Village and make available the Village the following information: •

(a) The total number of Qualified Living Units throughout the Village;

(b) A list of the public buildings and educational institutions capable of receiving Cable Service from Frontier.

(3) Additional Build-Out Based on Market Success. If, at any annual meeting, including any interim meeting prior to the second anniversary of the Effective Date of this Franchise, Frontier is actually serving thirty (30.0%) of the Qualified Living Units, then Frontier agrees the minimum build-out commitment shall increase to include all of the households then capable of receiving Cable Service plus an additional fifteen (15%) of the total households in the Village if less than seventy-five percent (75%) of households are capable of receiving Cable Seririce or an additional five percent (5%) if seventy-five (75%) or more households are capable of receiving Cable Service, which Frontier agrees to serve within two (2) years from the quarterly meeting; provided, however, Frontier shall make its best efforts to complete such deployment within a shorter period of time. For example, if, at a meeting with the Village, Frontier shows that it is capable of serving sixty percent (60%) of the households in the Village with Cable Service and is actually serving thirty percent (30%) of those households with Cable Service, then Frontier will agree to serve an additional fifteen percent (15%) of the total households in the Village no later

(00220859.RTF /

100220859.RTF ly

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From: UPS Quantum View Sent: Tuesday, August 02, 2016 12:35 PM To: Phillips, Jack Subject: UPS Delivery Notification, Tracking Number 1Z5596723095127563

Your package has been delivered.

Delivery Date: Tuesday, 08/02/2016 Delivery Time: 01:25 PM

At the request of FRONTIER COMM BURNSVILLE„ this notice alerts you that the status of the shipment listed below has changed.

Shipment Detail -•. Tracking Number: 125596723095127563 Monserrate Rivera-Fernandez Village of Montgomery Ship To: 133 CLINTON ST FLOOR 2 MONTGOMERY, NY 12549 US UPS Service: UPS NEXT DAY AIR SAVER Number of Packages: 1 Weight: 0.6 LBS Delivery Location: INSIDE DELIVERY Signed by: MURPHY Reference Number 1: Gov't Affairs Reference Number 2: Village of Montgomery Application

Get the UPS My Choice apploi- Facebook Download the UPS mobile app

1 ATTACHMENT 11-3 Frontier COMMUNICATIONS

September 19, 2016

VIA FEDEX OVERNIGHT

Kevin Dowd, Esq. Attorney for the Village of Montgomery Montgomery Village Hall 133 Clinton Street Montgomery, New York 12549.

RE: Village of Montgomery (the "Village") Public Hearing Process for Frontier Video Franchise

Dear Mr. Dowd:

We understand that a public hearing for our video franchise application, filed August 2, 2016, has been scheduled for October 4, 2016 at 7:15 P.M. at the Village Hall. Thank you.

In an attempt to assist your team, we have enclosed sample letters and a sample public hearing notice for you, as well as a number of courtesy copies of documents fir your files.

The =moles enclosed are:

1. Required Notice to Incumbent A sample letter from the Village to Time Warner Cable informing it of the public hearing date, time, and location, which the Village is required to provide under 16 N.Y.C.R.R. 894.7. This letter should be finalized and mailed by September 22, 2016 to ensure sufficient notice to the incumbent.

2. Suggested Public Hearing Notice:

a. Sample Notice. Enclosed please find a sample public hearing notice to be published in your Village's official newspaper of record to ensure wide dissemination of the hearing date and time.

b. Timing. Kindly publish this notice no later than September 23.. 2016 to ensure sufficient notice of the hearing. Kevin Dowd, Esq. Frontier Franchise Application in the Village of Montgomery►, New York September 19, 2016 Page 2

c. Website Pubkshing. Mother best practice is to publish the notice on the Village's website in addition to publishing it in a newspaper.

d. Additional Publication. In addition to the newspaper and website publication, this hearing notice should also be published in any other manner that your Village code or practice dictates.

The following enclosed documents are courtesy conies for your file:

3. Delivery 'Confirmation of Frontier Application to Incumbent: A copy of the transmittal letter from Frontier to Time Warner Cable/Charter Communications enclosing the Application, dated August 1, 2016; as well as proof of delivery of that application to Time Warner Cable/Charter Communications, dated August 2, 2016.

4. Additional Notice to Incumbent A copy of a September 19, 2016 letter from our counsel Peter J. Glennon, Esq. to Time Warner Cable providing additional notice of your October 4, 2016 public hearing.

We hope that these documents and this information is helpful to you. Please feel free to contact me with any questions at (845) 344-9801 or [email protected].

Very truly yours,

Deb Bog

Enclosures cc: Peter J. Glennon (via email) September 19, 2016

VIA U.S. MAIL

Time Warner Cable Hudson Valley Region Director of Government Affairs 2778 State Route 52 Liberty, New York 12754

RE: VILLAGE OF MONTGOMERY (the "Village"): NOTICE OF PUBLIC HEARING

Dear Sir or Madam:

I write today to inform you that a public hearing has been scheduled for Citizens Telecommunications Company of New York d/b/a Frontier Communications of New York's ("Frontier") cable/video franchise application to offer non-exclusive cable/video service in the Village, which was filed with the Village on August 2, 2016.

The public hearing is scheduled for:

October 4, 2016 at 7:15 P.M. Montgomery Village Hall 133 Clinton Street Montgomery. New York 12549

Notice of this hearing was published in the newspaper on and is publicly available online at

If you have any questions, please feel free to contact me at .

Very truly yours,

Kevin Dowd, Esq. Attorney for Village of Montgomery

Enclosure cc: Time Warner Cable Law Department/Regulatory 60 Columbus Circle New York, New York 10023 LEGAL NOTICE FOR APPLICATION OF CABLFJVIDEO FRANCHISE

PLEASE TAKE NOTICE that Citizens Telecommunications Company of New York d/b/a Frontier Communications of New York has filed an application for amble franchise to offer cable/video service in the Village of Montgomery, Orange County, New York.

A public hearing upon said franchise application has been scheduled for the 4th day of October, 2016, at 7:15P.M., to be held by the Montgomery Village Board of Trustees at the Montgomery Village Hall, 133 Clinton Street, Montgomery, New York. An opportunity to be heard in regard thereto will be given. Written comments may also be directed to the Montgomery Village Clerk on or before the day of October, 2016. 14450 Burnhaven OrNe. Burnsville. MN 55306

August 1, 2016

Attn: Legal Department lime Warner Cable/Charter Communications 60 Columbus Cirde New York, New York 10023

Dear Time. Warner. Cable/Charter Communications legal Department, Pursuant to the requirements of 16 N.Y.CR.R. §894.5(I), enclosed are copies a/ applications, including the proposed franddse agreements for the following Frontier Communications affiliates with the indicated municipalitits, concurrent with this notice: Frontier Communications of New York, Inc., Village of Montgomery Frontier Communications of New York, Inc. Town of New Windsor Citizens Telecommunications Company of New York, inc., Village of Wurtsboro Frontier Telephone of Rochester, Inc., Town of Brighton Frontier Telephone of Rochester, Inc., Town of Perinton The Frontier Communications affiliates shown above are seeking to establish cable franchise agreements in their respective munidpalities. If you have any questions, please contact me. Sincerely,0

Tips • Director, Gov't and External Affairs- (951435-1373 (Office) iactrihilfiPsOftr.com

14450 Burnhaven Drive Burnsville, MN 55306 Phillips, Jack

From: UPS Quantum View [email protected]> Sent Tuesday, August 02, 2016 8:39 AM To: Phillips, Jack Subject: UPS Delivery Notification, Tracking Number 175596721399041573

Your package has been delivered.

Delivery Date: Tuesday, 08/02/2016

Delivery Time: 09:30 AM

At the request of FRONTIER COMM BURNSVILLE, this notice alerts you that the status of the shipment listed below has changed.

Shipment Detail

Tracking Number: 12559672/399041573 Attn: Legal Department Time Warner Cable/Charter Ship To: 60 COLUMBUS CIR NEW YORK, NY 10023 US

UPS Service: UPS NEXT DAY AIR SAVER

Number of Packages:

Weight: 3_0 LBS

Delivery Location: MAIL ROOM

Signed by: GORDON

Reference Number 1: Gov't Affairs

Reference Number 2: Time Warner Notice

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PROFESSIONAL REPRESENTATION Tm September 19, 2016

VIA U.S. MAIL & EMAIL

Time Warner Cable Hudson Valley Region Director of Government Affairs 2778 State Route 52 Liberty, New York 12754

RE: Village of Montgomery (the Notice of Public Hearing for Frontier's Cable/Video Franchise Application

Dear Sir or Madam:

This law firm represents Citizens Telecommunications Company of New York d/b/a Frontier Communications of New York ("Frontier"). As you know, Frontier mailed to you on August 1, 2016 a copy of its application to the Village to provide non-exclusive services throughout the Village. Frontier's application was filed with the Village on August 2, 2016. An additional courtesy copy of Frontier's application is enclosed.

Please accept this letter as a courtesy notice that the Village has scheduled a public hearing for Frontier's application for.

October 4, 2016 at 7:15 P.M. Montgomery Village Hall 133 Clinton Street Montgomery, New York 12549

If you have any questions, please feel free to contact me at (585) 210-2150 or [email protected]

Very truly yours,

Peter J. G on Enclosure cc: Time Warner Cable Law Department/Regulatory 60 Columbus Circle New York, New York 10023

160 Linden Oaks I Rochester, New York 14625 I Tel: 585-210-2150 I www.GlennonLawRrm.com Julianne L Parmenter

From: Peter J. Glennon Sent Tuesday, September 20, 2016 9:37 AM To: [email protected] Cc Julianna L Parmenter; Deb Bogdanski Subject Frontier. Public Notice - Village of Montgomery Attachments: 2016 09 19 Letter from D. Bogdanski to the Village of Montgomery.pdf; 2016-09-19 Letter from Village of Montgomery to Incumbentdocx

Dear Kevin,

This law firm represents Frontier regarding its video application with the Village of Montgomery.

For your courtesy, attached is a pdf of a letter with enclosures from Deb Bogdanski regarding the Village's upcoming public hearing. Also attached for your convenience is a Word version of a sample letter enclosed in the attached pdf. Today you will receive via FedEx hardcopies of the attached documents.

As Julianna suggested to you this morning, please let me know of any questions. My contact information is below. Kindly confirm receipt of this email.

Best, Peter.

Peter J. Glennon Principal GLENNON LAW FIRM P.C. PROFESSIONAL REPRESENTATION

The Glennon Law Firm, P.C. 160 Linden Oaks Rochester, New York 14625 Tel: 585-210-2150 Cell: 585-233-5812 www.GlennonLawFirm.com PGIennonPGlennonLawFirm.com

Linkedln: www.linkedln.com/inineterelennon

This communication, including attachments, is confidential, may be subject to legal privileges, and is intended for the sole use of the addressee. Any use, duplication, disclosure or dissemination of this communication, other than by the addressee, is prohibited. If you have received this communication in error, please notify the sender immediately and delete or destroy this communication and all copies. September 19, 2016

VIA U.S. MAIL

Time Warner Cable Hudson Valley Region Director of Government Affairs 2778 State Route 52 Liberty, New York 12754

RE: VILLAGE OF MONTGOMERY (the "Village"): NOTICE OF PUBLIC HEARING

Dear Sir or Madam:

The public hearing is scheduled for:

October 4, 2016 at 7:15 P.M. Montgomery Village Hall 133 Clinton Street Montgomery. New York 12549

Notice of this hearing was published in the newspaper on and is publicly available online at: .

If you have any questions, please feel free to contact me at

Very truly yours,

Kevin Dowd, Esq. Attorney for Village of Montgomery

Enclosure cc: Time Warner Cable Law Department/Regulatory 60 Columbus Circle New York, New York 10023 ATTACHMENT 11-3 3a THE GLENNON LAW FIRM P.C.

PROFESSIONAL REPRESENTATION TM September 19, 2016

VIA U.S. MAIL & EMAIL

Time Warner Cable Hudson Valley Region Director of Government Affairs 2778 State Route 52 Liberty, New York 12754

RE: Village of Montgomery (the "Village"): Notice of Public Hearing for Frontier's Cable/Video Franchise Application

Dear Sir or Madam:

Please accept this letter as a courtesy notice that the Village has scheduled a public hearing for Frontier's application for:

October 4, 2016 at 7:15 P.M. Montgomery Village Hall 133 Clinton Street Montgomery, New York 12549

If you have any questions, please feel free to contact me at (585) 210-2150 or [email protected]

Very truly yours,

Peter J. G1! nnon Enclosure cc: Time Warner Cable Law Department/Regulatory 60 Columbus Circle New York, New York 10023

160 Linden Oaks 1 Rochester, New York 14625 I Tel: 585-210-2150 I www.GlennonLawFirm.com VILLAGE OF MONTGOMERY, NEW YORK

APPLICATION OF FRONTIER COMMUNICATIONS OF NEW YORK INC.

FOR A CABLE TELEVISION FRANCHISE

Background:

Overyiew of_Frontier

Frontier's parent company is Frontier Communications Corporation, Frontier Communications Corporation is an S&P 500 company and is included in the Fortune 1000 list of America's largest corporations. Frontier serves a mix of urban, suburban, and rural areas in 29 states across the United States. Frontier offers a variety of services to customers over its fiber-optic and copper networks, including video, high-speed interne, advanced voice and Frontier Secure digital protection solutions. Frontier Business Edge offers communications solutions to small, medium, and enterprise businesses.

Frontier's Values

Overview of Frontier Frontier is one of New York's largest incumbent local exchange carriers and our New York infrastructure is critical to residential customers and to the success of businesses liPage (00217838.D0a / 1) large and small, educational institutions, healthcare facilities and public safety agencies in the communities we serve. Frontier's network is essential to the support of other telecommunications (such as wireless carriers) and information service providers. All Frontier products and services offer 24/7/365 support from a 100% U.S.-based workforce. .

Frontier is deeply involved in the communities we serve. Recent examples include:

▪ Creator and supporter of the America's Best Communities program, which gives an opportunity for communities to win money to support their local initiatives to improve their communities. Two Hudson Valley area communities participated in submitting community improvement plans. • Chamber of Commerce involvement in the Hudson Valley area • Honor and Remember supporter and event sponsor • Employee participation and leadership in United Way events, Meals on Wheels, Honor Flight and local community events.

Frontier's Commitment to Our Customers

Each of Frontier's markets across the 29 states we serve has a General Manager who is personally accountable for delivering extraordinary service. Decisions are made at the local level taking into account local needs and interests. In the Hudson Valley New York area, the General Manager is Deb Bogdanski. Frontier's Senior Vice-President/General Manager for New York is Elena Kilpatrick. Frontier's regional, state and local leadership are actively involved in day-to-clay operations and personally see to it that customers in their markets are receiving our best. From the CEO down, we are all accountable to our customers every day. When storms or natural disasters strike our regions, we are among the first to respond, and have the national resources to call upon. When members of our community fall on tough times, we pride ourselves on being there to support them. Our technicians work around the clock in some tough conditions to keep your services miming smoothly. Know that when a person becomes a Frontier customer, they are signing up for over 28,600 employees at their back. Every day, our employees put the customer first.

Frontier's Commitment to Veterans

Frontier is also an award-winning veteran employer and proud to support those who served our nation. More than 1 out of every 10 Frontier employees is a veteran, reservist, and/or the spouse of a veteran. Frontier is a member of The Military Spouse {00217838.DM% / 2age Employment Partnership, The 100,000 Jobs Mission, The Employer Partnership of the Armed Forces, Honor and Remember, and Joining Forces.

Incorporation Frontier Communications of New York, Inc., the applicant, is a New York Corporation in good standing and authorized to do business in the State of New York.

The following responds directly to the information required by New York State Department of Public Service Regulation Section 894.5 (16 NYCRR §894.5)

A. The following provides a general description of the technology and infrastructure of the cable television system proposed to be constructed:

Frontier Communications' Vantage TV video offering is powered by Ericsson's Mediaroom software platform. Mediaroom is the world's #1 IPTV platform — one that is proven and widely adopted by Network Service Providers worldwide — with over 16.4 million subscriber households and 32 million connected devices running the software to date. Vantage TV is an innovative, scalable, and highly reliable video service designed to run over our II' enabled networks (xDSL, 1.111)/FITN, etc.). Our customers' satisfaction has been extremely high to date — relative to our competitor's video offerings in the same markets in which we are deployed.

Vantage TV's core product features include:

• Secure delivery of SD (Standard Definition), HD (High Definition) and 4K/UHD (Ultra High Definition) content — via integrated Digital Rights Management — to set-top Boxes on each TV.

• Superior HD, SD & UHD picture quality.

• WiFi-enabled set-top boxes are also a deployment option allowing our customers to place their TVs wherever they want in their homes.

• Live TV broadcast with instant channel change allowing super-fast navigation through our Interactive Programming Guide.

• Video On-Demand library that will contain more than 100,000 movies and shows.

(00217838.D00( / 11 31 Page • Next generation EPG (Electronic Program Guide) and enhanced search functionality deliver real time results with a rich, new visual poster-art driven experience that allows our customers to easily discover and consume content on their terms.

• Integrafed interactive applications include Social TV (access to Twitter and Facebook), Weather, Interactive Workout, Home Shopping Network and interactive games.

It is important to note that Vantage TV is more than just a "middleware" or a User Interface; it is an end-to-end platform that covers all video functional dependencies starting from Content Acquisition all the way through to Service Consumption. These are described below: Content Acquisition: Frontier processes Live and On-Demand content through encoders and content packaging tools at our Video Headend in Fort Wayne, Indiana and Video Serving Offices (VS Os) in markets that we serve. Acquisition Servers (A-Servers) in our service delivery architecture encrypt streams, encapsulate in RTP and/or Smooth Streaming format, and put multicast streams out on our network for devices to seamlessly connect to and consume content.

Subscriber groups also have Server clusters associated with them (for VOD and Linear TV Services). For example "South Metro" might be used to associate a subscriber group to a set of live channels, public-access channels, and correlated to a specific set of video distribution servers that provide content (00217838.DOCX / 11 41 Page The TV Services Management tool then offers the ability to associate clusters of Servers with a subscriber group and to associate subscriber groups with client devices (propagating associated content rights and entitlements).

2. Television and radio broadcast signals which the applicant intends to carry on its system initially

(00217838.000X / 1} 5lPage Frontier will make all appropriate filings and preparations prior to the turn up of its video service including (1) filing a community registration with the FCC via FCC Form 322; (2) providing notice to local broadcasters and requesting either must- carry or retransmission consent election.

In these areas where Frontier offers service, area, Frontier will use existing retransmission or must carry agreements for the New York Metropolitan DMA.

The planned carriage of these stations could include both primary and multicast . signals of each station.

3. Extent and type of any origination cablecasting to be undertaken, and the facilities, equipment and staff to be employed therein; and i. Location of antennae and headend(s) Frontier has a "super head end" in Fort Wayne, Indiana which has a satellite "farm" used to download national content This super head end has redundancy to receive terrestrial secondary feeds from Verizon, i.e., should an emergency interrupt service from one of its national content sources. The national content is encoded and then deployed over diverse 10 GIG circuits to the local head where the local content, including public, educational and government access channels, is inserted for delivery to end users. Customers in the Village will be served out of the head end in Fort Wayne, Indiana and a local head end in Wallingford, Connecticut. Frontier will pick up the local broadcast signals via fiber circuits and/or will also capture those signals by antennae located at the local head end and /or as a back-up, precautionary measure.

' ii. Plans for tivo-ivay capability, including a proposed scheduled indicating when two-way capability will become available from particular points; (00217838.DO0( / 1} 6 I Page While an exact launch date has yet to be determined, Frontier is working diligently to complete all necessary work and required testing and operational readiness reviews to offer service to customers upon successful execution of a Franchise Agreement Frontier will meet with Commission and appropriate member jurisdictions to share the actual launch date when it becomes finalized.

Incredible 100% digital picture and sound.

Total-home DVR with ability to record up to six shows at once and view on any TV with a set-top box.

Instant channel change and super-fast navigation through our interactive program guide and Video on Demand.

The ability to watch up to six different channels at once with Multi-View.

The ability to Pause, Fast Forward, Rewind live or recorded shows on up to eight TVs in your house.

Next generation enhanced search which delivers real-time results by program name, actor/actress and other keywords across Live TV, Video On Demand and DVR recordings.

Introducing Channel Peeks which maintains full-screen viewing while "peeking` into other programming.

(130117/138.DOCX / 1} 71 Page

v. Number of channels to be utilized for access cablecasting, and the facilities, equipment, staff and other support to be available to access users including access utilization or production costs. Frontier will carry the same number of PEG stations as the incumbent. . . Frontier will make all franchised municipalities' access channels available to its subscribers. For purposes of acquiring the signal, Frontier will pick up the particular municipality's access channel signals at the goings) of origination via fiber facility and transport such content back to the local VSO for insertion in the channel lineup. At the point(s) of origination, Frontier will need rack space and power for its equipment to receive the signals) handed off by the Village to Franchisee. Franchisee will pay for all facilities and equipment located on its side of the demarcation point where the Village will hand off its content to Franchisee and as is industry practice the Village will be responsible for all equipment on its side of the demarcation point.

C. Terms concerning rates and construction schedules which satisfy the requirements of 16 NYCRR Part 895.

I. Rates

Final rates have yet to be determined, please see "Exhibit B- sample rates" which are offered here for illustrative purposes.

2. Construction Schedules

The following sets forth some critical background with respect to employment of both telecommunications and cable infrastructure. Initially, local telephone companies were 0:10217838.DOCX 11l 8 'Page granted monopolies over local exchange service in exchange for taking on a provider of last resort obligation- a duty to provide service - to customers in its service territory. Similarly, with respect to video services. The incumbent video provider (and its predecessors) operated as a monopoly over facilities-based video. In exchange for making the capital investment to deploy facilities, the incumbent cable company got 100 percent of the customers who wanted cable television.

Courts have ruled, however, that "level playing field" provisions do not require identical terms for new entrants. See, for example, Insight Communications v. City of Louisville, 2003 WL 21473455 (Ky. Ct. App. 2003), where the court found: There will never be an apple-to-apple comparison for Insight and other franchisee simply because Insight is the incumbent which in its own right and through its predecessors has been the exclusive provider of cable services in the City of Louisville for almost thirty years. No new cable franchiSee can ever be in the same position as a thirty-year veteran. See also, In Cable TV Fund 14-A, Ltd v. City of Naperville (1997 WL 209692 (N.D. Ill); and New England Cable Television Ass'n, Inc. v. Connecticut DPUC 717 A.2d 1276 (1998).

{00217838.D00( / 9 I P a g e generally are best served if market forces determine when and where competitors enter. Regulatory restrictions and conditions on entry tend to shield incumbents from competition and are associated with a range of economic inefficiencies including higher production costs, reduced innovation, and distorted service choices." (Department of Justice Ex Parte, May 10, 2006, FCC MC Dkt 05-311)

{00217838.000C/11 10I Page New York's cable law, however, is quite the opposite. New York's cable act dates back to the 1970s and directs each local franchising authority to impose not only a level playing field across a broad range of issues (many of which Frontier does not oppose), but also a five year mandatory build out requirement. Both of these provisions have been deemed to be barriers to entry by the FCC. The incontrovertible fact is that the law has been extremely successful in barring cable communications competition in the Village. The Village has not experienced any facilities-based competition because of the barriers to entry New York codified in 16 NYCRR Part 895.

In support of this position, that the FCC's 2007 Order preempts 16 NYCRR §895.5, Frontier notes the following:

• 16 NYCRR §895.5 mandates terms that each municipality must implement in granting a new or renewed cable franchise.

• In its 2007 order, the FCC found that "an LEA's refusal to grant a competitive franchise because of an applicant's unwillingness to agree to unreasonable build out mandates constitutes an unreasonable refusal to (002178313.000( / 11 11lPage award a competitive franchise within the meaning of Section 621(a)(1)." The FCC order, however, targeted local and not state laws.

• Arguably, the New York build requirements set forth in 16 NYCRR § 895.5 are in conflict with Section 621(a)(1) and are, therefore, preempted.

o The franchising laws which were being enacted about the time of the FCC order facilitated competitive entrants into the facilities based video market.

o In sharp contrast, the New York statutes mandates individual cities and commissions to include onerous build out schedules which, standing alone, would run afoul of the FCC's order.

It should also be noted that in Minnesota, which has a statutory provisions similar to 16 NYCRR § 895.5, 40 cities have approved a market based approach to build-out requirements for second entrants. Moreover, and there have been two cases in Minnesota where the Court has recognized that a second entrant where the Court {CO21783&DOOC /1} 12 IPage could be awarded a competitive franchise without satisfying all the mandates of Chapter 238. See e.g., Mediacom Minnesota, LLC v.City ofPrior Lake, Minn. Ct. of Appeals, A09-1379 (Unpublished decision, Filed June 22, 2010). In October 2014, the City of Owatonna awarded a competitive franchise to a second provider, and the franchise did not contain the five year build requirement set forth in Chapter 238. Rather, it contained a market success model expressly endorsed by the FCC. The competitor will provide service to 25 percent of the City of Owatonna and will have no further obligation to enable the provision of cable communications services until 48 percent of households in the footprint subscribe to its service.

Finally, nothing in the FCC's Order on Reconsideration released in January of this year alters the above analysis.

D. Ilan application seeks a franchise for an area for which and existing franchise is in effect, the applicant shall indicate specifically whether it will provide service on the same terms and conditions as contained in such existing franchise and may include a proposed franchise consistent therewith See Section B above and proposed Franchise Agreement submitted herewith. E. A statement of the applicant's experience in the cable television field including, if applicable, the names and professional experience of the persons or organizations who will be responsible for the construction, installation and operation of the proposed system. Frontier Communications is an S&P 500 company and is included in the Fortune 1000 list of America's largest corporations. . . . General Manager, New York South: Deb Bogdanski is the general manager overseeing Frontier's New York operations in the Hudson Valley area. She is responsible for overall operations and service metrics for customer service in the Hudson Valley markets, facilitating all Frontier outreach, including sales and customer events. She serves on the Hudson Valley Pattern for Progress Board of Directors, Orange Regional Medical Center Foundation Board of Trustees, and coordinates local activities, including coordination of volunteers for United Way events, Meals on Wheels, Honor Flight and facilitating donations for many local non-profit organizations.

Senior Vice-President/General Manager, New York: is Elena Kilpatrick with overall toonnos.Doociu 13 1 P a g e operations responsibility for the state of New York. She has overall responsibility for the entire operations organization in the New York and is responsible for all customer service and community relations for the state. Elena was formerly the Vice President/general manager for Pennsylvania prior to being promoted to his current position in 2016.

President and Chief ,Executive Officer: Daniel J. McCarthy became a member of the Fronlier Board of Directors in May 2014. He has been President and Chief Operating Officer since April 2012 and was Executive Vice President and Chief Operating Officer from January 2006 to April 2012. Before this, he was Senior Vice President, Field Operations from December 2004 to December 2005, Senior Vice President, Broadband Operations from January 2004 to December 2004, and President and Chief Operating Officer of Electric Lightwave from January 2002 to December 2004.

Executive Vice President and Chief Financial Officer John M. Jureller is Executive Vice President and Chief Financial Officer. He joined Frontier Communications in January 2013 as Executive Vice President and Chief Financial Officer—Elect and became Chief Financial Officer on February 27, 2013.

Before this, he was Chief Financial Officer of WestPoint International, Inc., with overall financial responsibility for a $900 million company. He was responsible for all financial matters, including public financial reporting, taxation, internal audit and corporate finance. From 2003 through 2006, Mr. Jureller was a member of the Corporate Turnaround & Restructuring practice of AlixPartners, LLC. His responsibilities gave him wide exposure to telecommunications, including cable, wireless and intemet services. Previously, he was Chief Financial Officer of Trans-Resources, Inc.; Senior Vice President, Corporate Development at Gartner, Inc.; and Senior Vice President, Finance pnvnumoun 141Page and Corporate Development at Caribiner International, Inc. Early in his career, Mr. Jureller held increasingly senior financial roles at PepsiCo World Trading Company, Inc., Emcor Group, Inc., and General Electric Capital Corporation. Mr. Jureller began his career in finance at Bankers Trust Company. Mr. Jureller earned a B.S. with Distinction and an M.B.A. in Finance from Cornell University. He sits on the Board of Directors of White Plains Hospital in White Plains, New York and is a member of the hospital's Finance Committee.

Executive Vice President and Chief Customer Service Officer: Cecilia K. McKenney is Executive Vice President and Chief Customer Service Officer, responsible for Frontier Secure, Marketing and Customer Service. She was previously Executive Vice President, Frontier Secure and Administration, responsible for Frontier Secure, Human Resources, Marketing, and Product Development. Before this, she was responsible for Human Resources, Sales Operations, Corporate Communications and Public Relations. She was Executive Vice President, Human Resources and Call Center Sales & Service from February 2008 to May 2012. Ms. McKenney joined the company as Senior Vice President, Human Resources in February 2006. She is a member of the company's Senior Leadership Team and reports to the CEO.

Frontier Secure, a service of Frontier Communications, offers products and services to protect every aspect of digital life, including computer security, cloud backup & sharing, the connected home, identity protection, equipment protection and 24/7 U.S.-based premium technical support. Its products and services are sold nationwide directly to consumers and small businesses, and wholesale through strategic partnerships. Prior to Frontier, Ms. McKenney was Group Vice President of Headquarters Human Resources for the Pepsi Bottling Group, Inc. (PBG) in Somers, New York, responsible for all Human Resources functions supporting PBG's worldwide operations. Her organi7Ation supported PBG's headquarters and call center in addition to providing long-term strategic direction and day-to-day business support for Staffing, Compensation and Benefits, Diversity, Training, Talent Development and Human Resources Systems.

{00217838110a / 15IPage Ms. McKenney is a member of The Leadership Council of Franklin & Marshall College and a member of the Board of Directors of The Child Care Council of West Monroe County, Inc. In May 2014, she was honored with the HR Leader Award in the Large Company category at the 2014 Fairfield County HR People of the Year Awards. The awards are given each year by The Southern Connecticut Chapter of the Society for Human Resource Management to recognize individuals whose performance and contributions-have significantly benefited their organizations, the Human Resources profession and the community.

Ms. Abernathy served as a Commissioner with the Federal Communications Commission (FCC) from 2001-2005. While a Commissioner, she chaired the Federal-State Joint Board on Universal Service and participated as a U.S. representative in numerous international bilateral and multilateral negotiations, including the 2002 International Telecommunication Union (ITU) Plenipotentiary Conference and the 2003 ITU World Radiocommunication Conference. She was appointed by the ITU to rhair the 2004 ITU Global Symposium for Regulators.

{00217838.DOCX /1} 16 I P a g e Ms. Abernathy received her B.A. magna cum laude from Marquette University and her J.D. from Catholic University of America's Columbus School of Law, where she was a Distinguished Practitioner in Residence. She is a member of the District of Columbia Bar and the Federal Communications Bar Association, of which she is a Past-President, and has served as an adjunct professor at Georgetown University Law Center and The Columbus School of Law.

Mr. Nielsen graduated from Harvard College magna cum laude and Phi Beta Kappa. He earned his law degree, cum laude, from Harvard Law School.

(00217838.D00( / 17IPage directors, officers and employees, including those at Frontier's subsidiaries and affiliates.

Directors:

Pamela D. Reeve, Chairman

Leroy T. Barnes Jr., Director

Peter C.B. Bynoe, Director

Diana S. Ferguson, Director

Edward Fraioli, Director Daniel J. McCarthy, Director

Virginia P. Ruesterholz, Director

Howard L. Schrott, Director

Larraine D. S41, Director Mark Shapiro, Director

Myron A. Wick, III, Director

Officers:

Chief Executive Officer and President Daniel McCarthy

Executive Vice President, External Affairs Kathleen Quinn Abernathy

Executive Vice President and Chief Financial Officer John M. Jureller

Executive Vice President, and Chief Custom Office Cecilia K McKenney

Executive Vice President, Field Operations John Lass

Executive Vice President and Chief Technology Officer Steve Gable

Senior Vice President, General Counsel, Secretary Mark D. Nielsen

Executive Vice President and Chief People Officer Kathleen Weslock

Contact information for the members of Frontier's Board of Directors and Management, as well as their profiles, may be found at http:/finvestortrontier.com/directors.cf and Frontier's Management's profiles found at httn:llinvestor.frontier.com/manageinentcfm.

100217838.D00( /2) 181Page

For information concerning the number of shares held by each officer or director of Frontier, please see Frontier Communications Corporation's most recent Form 10-K (along with all other SEC filings) found at: http://investor.frontier.comisec.cfm.

For information concerning intercompany relationships, including the parent, subsidiary or affiliated companies please see the detailed corporate structure depicted on the attached Exhibit C.

G. A documented plan for financing the proposed system, which plan shall indicate specifically every significant anticipated source of capital and any and all limitations or conditions with respect to the availability of the indicated sources of capital. Frontier's ultimate parent company is Frontier Communications Corporation. Frontier Communications Corporation's most recent Form 10-K (along with all other SEC filings) may be found here: http://investor.frontier.com/sec.cfm. Frontier Communications Corporation is an S&P 500 company and is included in the Fortune 1000 list of America's laigest corporations with reported fourth quarter 2015 revenue of $1,413 million and operating income of $182 million. Frontier does not require any unique or additional funding sources (i.e. special notes or bonds) in order to deploy its Vantage TV service in this, or any other market.

H. A statement indicating whether the applicant or any of its principals (which, in the case of corporation, shall include all officers, directors and persons having a legal or equitable interest in 10 percent or more of the voting stock): 1. Has ever been convicted of a crime involving moral turpitude (including criminal fraud) or is presently under indictment charging such a crime. • No. 2. Has ever been held liable by any court of competent jurisdiction in any civil action based on fraud, deceit or misrepresentation: No. Or

{0021783&D00( / 1} 19 IPage 3. Has ever been punished or censured in any jurisdiction for any violation or attempted violation of any law, rule or order relating to cable television operations. No.

If the statement is affirmative with respect to any of the above-mentioned adverse considerations, the applicant should include in the statement of such explanatory material as it deem appropriate.

I. The applicant shall mail a copy of the application to each person that holds an existing • franchise from, or'provides cable service in the municipalities. Such mailing shall be made on or before the date the applicant submits its application to the municipality.

Jack D. P Director, Gov't and External Affairs

Subscribed Lia4:1 sworn to before me this o81 o112b t co

Cletwri4- 214acb-- publi My Commission Expires: pi dabgb .13

[002171338.000C/11 20IPage Exhibit A 17. P v. • •-+- rskF Nc-VP niE FR' EMOT'l; • '. COF7 OIL

Power On/Off Control De-ices Devices with Mode Buttons Rewind or Fast Forward Program

Allow Novigotion between Initiate Program TV Components (RGB. HDMI. Recording Analog. other) Stop Program Ploy Pouse Program Play Start or Resume PrOgram Play DVR Jump Forward or Baal word by Interval Go to Recorded TV Go to the On Demand Library Programs List

View Online Weather. Return to Previous Sports, Stocks and Menu Screen Traffic

Navigate Channels. Go to Main Menu Menus and Screens Screen Select On-Screen Return to Live TV Option Dispicy Program Info Access Applications Screen Of Applicable) Change/Pone Guide Orange Volume Up or Down

Mute Audio Go to Interactive Program Guide Screen

Return to Previously Numeric Alpha Text Keypad for Viewed Live TV Channel Channel and Search Functions

Edit Text on the Access the Screen Scorch Screen Viewing Options

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The Point Anywhere Remote Control is intended and-sold for use only with VanetgeiV receivers. May not be compatible with all entertainment systems or capable of accepting every programming code for other devices. Limited one-year replacement-only warranty. See enclosed User Guide for further information. Go to Frornier.com for details. Technical restrictions apply, may not be available to all customers. C)2016 Frontier Communications Corporation. C.; f-:.-4-.1a4 EL C'• C-C , 502 492 Fox News Channel 210 MTV Pivot 799 Fox. Sports 1 651 MTV Hirs 509 ReeizChannel Fox Sports 2 652 MTV Live 505 SEC Network 607 Adult Only On Demand 956 Freeform 178 MTV Tr3s 3142 Smithsonian Channel 118 DVR App 9999 Frontier Shopping 1 84 M1V2 504 Univision Deportee 658 Frontier Account Manager App W10 Frontier Shopping 4 429 mtvll 510 Vantage TV On Demand 1 F5 Carolinas (FS South) 745 Music Choice Play 5100 FS Southeast (SponsSouth) 729 Nat Geo Wild 266 fuse 535 National Geographic Channel 265 5StarMAX 840 Fusion 265 NBC Sports Network 640 FX 129 NBC Universo ((ka mun2) 3009 ActionMAX 836 EVINE Live 19 FX Movie Channel 792 hick Jr. 320 Baby TV 330 RSV 6 PAC 128 hick Toons 319 Cinemax 832 QVC 12 PI (Ike 810) 272 Nick.? 316 Encore 932 WARZ_LP 34 GAC 529 Nickelodeon 314 Encore Action 938 WLFL (C t) 22 Galavision 3003 One America News Network 208 Encore Black 942 Goff Channel 641 OWN 170 Encore Classic 934 WNCN (NBC) 17 GSN 173 Oxygen 368 Encore Espanol 943 5 WRAL (CBS) H2 257 QVC 420 Encore Family 944 30 WR.AY (IND) Hallmark Channel 117 QVC+ 421 Encore Suspense 936 v.r8Az (FOX) 13 Hallmark Movies & Mysteries 133 RP/ 175 Encore Westerns 940 VVRPX (ION) 47 hiGN 450 Science 258 EPIX 891 WTNC (UniMas) 26 History 256 Smile of a Child TV 340 EPIX 2 893 WTVD (ABC) 11 FILM 203 SonLife Broadcasting Network 580 EPIX Drive-In 896 WUNC (PBS) HSN 424 Spike TV 145 EPIX Hit 894 WUVC (UnMsion) 40 liSN2 425 Sprout 337 ESPN Deportes 3113 IFC 797 Sundance TV 798 ESPN Goal line/Buzzer Beater/ 613 !NSF 564 SyFy 151 Bases Loaded FLAG 690 •Prime Investigation Discovery 260 ITN 550 647 Jewelry Television 197 TBS 112 Fox College Sports -Atlantic Fox College Sports - Central 648 A&E 132 Justice Central 166 TCM 790 Fox College Sport - Pacific 649 AMC 119 lifetime Television 360 TeenNlck 3ZZ American Heroes FS Arizona 762 259 LMN 362 The Church Channel 565 (flar Military-Channel) FS Detroit 737 LOGO •183 The Time Life Channel 229 Animal Planet 252 FS Florida 720 MC 70s 5129 The Word Network 575 As Seen On TV 37 FS Midwest 748 MC 80s 5128 n_c 250 AWE (flta Wealth TV) 147 FS Prime Ticket 774 MC 96s 5127 TNT 108 BBC America 122 FS San Diego 776 MC Adult Alternative 5116 Travel Channel 254 BET 155 F5 Southwest 753 MC Alternative 5115 truTV 164 BET Gospel 516 FS West 772 MC Blues 5146 TV Land 138 508 744 BET Jams MC Classic Country 5134 TV One 157 FS Wisconsin 490 BET Soul 522 MC Classic Rock 5118 tvlelall 367 HavocIV Boomerang 327 HBO 802 MC Classical Masterpieces 5110 Universal 105 Bravo 181 HBO Comedy 810 MC Contenrour any Christian 5135 Uplift TV 571 BTN 650 HBO Family 606 MC Country Hits 5133 USA Network 124 BUY TV 228 HBO Latino 814 MC DanceJEDM 5103 Valu TV 82 Buylt 196 HBO Signature 808 MC Easy L..tening 5148 Velocity 104 812 Buylt2 247 MC Gospel 5111 VH1 518 HBO 7one BYU 567 H802 804 MC Hip-Flop and R&B 5105 VH1 Classic 520 C-SPAN 230 HON et Movies 103 MC Hip-Hop Classics 5107 WE 372 0-SPAN2 231 InclePlex 914 MC Hit List 5101 WON America 180 232 MAX Latino 846 C-SPAN3 MC lode 5104 834 Cartoon Network 325 MC Jazz 5145 MoreMAX Centric 515 MovieMAX 842 MC Kedz Only! 5124 Chiller 153 MoviePlex 909 MC Light Classical 5150 cloo 161 New England Sports Network 711 MC Max 5102 AX5 TV 102 680 CMT 525 MC Metal 5114 Baby First TV 310 Outdoor Channel CMT Music 527 OuterMAX 844 MC Mexicana 5138 BBC World News 207 CNBC 216 CBS Sports Network Retroflex 916 MC Musica Urbana 5137 643 CNN 202 SHORTS 789 MC Party Favorites 5122 CCTV News (Bra CCTV.9) 3602 140 Showtime 852 Comedy Central MC Pop & Country 5131 CNBC World 217 456 Showarn- e Beyond 86D Cooking Channel MC Pop PTAs 5121 CNN' (CNN International) .2315 Crime & Investigation Network 163 858 MC Pop Latino 5136 Destination America 465 Showtiree Extreme 563 Showtime Family Zone 862 Daystar MC R&B Classics 5109 El Rey 466 Discovery Channel 120 Showtime Next 864 MC R&B Soirl 5110 ESPN College Gull 614 Discovery Family (fka The Hub) 335 Showtirne Showcase 856 MC Rap 5165 ESPN College-Extra 615 Disney Channel 302 Showtime Too 854 MC Reggae 5112 ESPN College Extra 616 306 Show-time Women 866 Disney Jr. MC Rock 5113 ESPN College Extra 617 304 735 Disney XD MC Rock Hits 5117 ESPN College Extra 618 Sports Time Ohio 454 Sportsman Channel 642 DIY Network MC Singers & Swing 5147 ESPN College Extra 619 El Entertainmentlelevision 134 Stara 902 MC Smooth Jazz 5144 ESPN College Extra 620 602 Stara Cinema 908 ESPN MC Soft Rock 5119 ESPN College Extra 621 Start Comedy 910 ESPN Clank 603 MC Solid Gold Oldies 5130 FOX Deportes 3114 ESPN2 606 Starz Edge 904 MC Sounds of the Season 5141 FUMmatron (Re-branded to Toku) 464 604 Stara in Black 906 ESENews MC Soundscopes 5143 Life Oka Discovery Fit & Health) 468 605 Starr. Kids & Family 912 ES?NU MC Teen Beats 5123 Lifetime Real Women 364 Esquire Network 380 Sun Sports 722 MC Throwback Jarnz 5108 Military History 276 EWTN 562 634 ThrillerMAX 838 MC Today's Country 5132 MIB Network EVVTN Epenol 3077 NASA TV 264 TMC 892 MC ToddlerTunes 5125 FamilyNet 566 TMC Xtra 884 MC Tropica les 5139 NBA TV 632 FM 182 -1V132 672 MC \2K 6126 NFL Network 630 452 World Fishing Network 679 FoodNetwork MGM 116 NHK World 221 211 YES Network 705 Fox Business Network MSNBC 215 Ovation 385 Intetnational •rr' ''...n'na 7 • M1.13 Strike Zone 635 Arabic Radio & Television (ART) 3732 NFL RedZone 629 CCrV-4 3603 PAC 12 Bay Area 760 Channel One Russia 3382 PAC 12 Los Angeles 761 CTI-Zhong ran 3604 PAC 12 Network 759 ET-Global V.17 ET-News 3631 GMA Pinoy 3683 MBC America 3643 Phoenix North America Chinese 3606 NBA League Pass 1/M1S Cirect Kick 681 Chancel (Chinese-Mandarin) NBA League Pass VIALS Direct Kick 682 Rai Italia 3802 Saigon Broadcasting Television NBA League Pass 3/MLS Direct 1Cck 683 3662 Network (58TN) NBA League Pass 4/MLS Direct Kick 684 SET Asia 3704 NBA League Pass SAILS Direct Kick 685 The Filipino Channel 1,582 NBA League Pass ORALS Direct Kick 686 TV Asia 3703 NBA League Pass 7/MLS Direct Kick 687 TV Japan 3680 NBA League Pass 8/MLS Direct Kick 63B TV Polonia 3862 NBA League Pass 9RALS Direct Kick 689 TVSMONDE 3832 Zee 1V 3702

Azteca America 3019 PPV Aztecs Corazon 3020 HD PPV Events 106 Bandamax Estados Unidos 3146 1VN Evert "TV 107 Boomerang en Espanol 3053 Canal SUR 3111 Centeaamerica TV 3044 Cine Estelar 3124 A La Carte Cine Latino 3126 Cine Mexicano 3134 Fox Soccer Plus 653 Cine Nostalgia 3125 Playboy TV 952 CNN en Espanol 3110 Playboy 7V en Espanol 954 De Pelicula 3128 De Pelicula Clasico 3129 Discovery en Espanol 3102 Discovery Familia 3103 Disney XD en Espanol 3052 ForoTV 3108 Fox Life (ika Utilisima) 3049 GolIV (Spanish) 656 History en Espanol 3104 IiITN 3055 MEGA TV 3008 Mexicanal 3021 Multimediop 3065 Nat Gee Mundo 3101 Nuestra Tele 3026 Pasiones 3018 irrtmosan Latino EUA 3149 TBN Enlace USA 3078 Tele N (fka Latele Novela) 3017 Telefe Internacional 3035 Telehit 3143 Television Dominicaria 3047 Television Espanola 3029 tiNovelos 3016 TV Chile 3032 V-me IGds 3(268 Viendo Movi 3132 WAPA America 3013

Get answers 24/7 at Frontiencom/helpcenter or call 1.800.921.8101.

*Channel and programming availability subject to change without notice_ For your most current channel iinsup, please visit Frontier.com. Channel/content available for viewing in Multiview is based on TV package and additional programming purdiased. 00537_CLU_Durham_NC_M/EB_021116 Exhibit B

Vantage TV

Call1.888.481.0526 or 010 Chat Live Taking innovation to the next level The new visual guide offers the option of full screen, Picture-in-Picture enabled view of what is airing now (On Now), earlier (Just Missed) or is coming up (On Next) with one-touch buttons to record; Channel Peeks maintain full screen viewing while "peeking" into other options including: Recent Peek enables a customer to preview and tune to any of the last five channels viewed, DVR Peek enables a customer to preview and tune to any of the last live DVR recordings viewed, Channel and Browse Peek surfaces rich details for On Now, On Next and Just Missed Content and Options Peek enables quick access to settings or filters

200+

Channels

VantacieTm TV Prime Over 200 popular digital channels including National Geographic Channel and NBC Sports, as well as great family programming.

Starting air?"'mcmth- for 12 months. TV equipment charges apply. 250+

Channels

Vantage TM TV Extreme Over 250 popular digital channels including HBO, Cinemax, Fox Sports, our Sports Package and more.

Starting at921month*for 12 months. TV equipment charges apply. 300+ .11111. Channels

Vantages'' TV Ultimate Over 300 channels including favorites like HBO, our Sports Package and The Movie

- Channel.starftet1 24' manth—for 12 months. TV equipment charges apply. VantageTV Exceptional entertainment programming at your fingertips. Crystal clear, 100% digital.

Our most comprehensive package, Ultimate includes 300+ popular digital channels including HBO, Cinemax, Fox Sports and more.

Wireless set-top boxes are available so you can record your favorite shows to watch later, commercial-free. Take it one step further. Your favorite shows go wherever you go? Many of your favorite networks.and shows are available for streaming on mobile devices as part of your TV plan through partner apps and the Vantage TV website. View it on your laptop or computer - never miss a cliffhanger, the winning homerun or season finale! You can also watch thousands of the latest movies, hottest TV shows, and Pay Per View events On Demand! Frontier offers free installation.

Need help? Check out our useful information by visiting the Frontier Help Center. We're proud to say our Technical and Customer Support teams are available 2417 to answer any additional questions you might have. "'The number of channels that can be streamed simultaneously is dependent upon the bandwidth to the home and how your home is provisioned.

*-Lirrdted-thne offer for qualified Frontier residential customers adding new Vantage TV. Service subject to avafiabiltly. Monthly DVR and any additional set-top box changes for wired and wireless boxes apply. Limft four wireless set-top boxes per household, a one-time equipment fee of $49 applies per box. TV price guaranteed for 12 months. After 12-month promotional period, then-current everyday monthly price applies and is subject to change upon 30 days notice. All TV prices, fees, charges, packages. programming, features, functionality and offers subject to change. Minimum system requirements and other terms and conditions apply. Taxes, governmental and other Frontier- imposed surcharges apply. Offer includes waiver of -11/ installation fees. TV activation fee applies. Frontier reserves the right to withdraw this offer at any lime. Other restrictions apply. ©2016 Frontier Communications Corporation. • httos://frontier.comiVantageTV Exhibit C Citizens Tatecommunicellane Company of Chicano Teler.ommunicallens Company Citizens Telecommunications Company Citizens NEWCOM Company (Delaware) California, Inc. of Idaho of (Uncle (Californian (Delman:) (Illinois) Citizens Telocommuriciallans Company Citizens Telecornmunine dons Company of C sena To ecommu cat ons Company C !kens Telecommu cations ompany of Montana ' Nebraska of Nebraska 1.1.0 of New Task, Inc. (Delaware') (Nebraska) (Delaware! (New Yorki Citizens Tatecommunicallons Company Citizens Telesontmunteations Company the Citizens TelecommurdcaUone Company Citizens Tolecommuricadone ConmacY of Oregon White Mountains. Inc, of Utah of Wesi Virginia (Delaware) (California) (Delman) (Wes( Virginia) Clifton" Miles Rural Company, Inc. Elegiac LIghtwave NY. LLC Frontier Communication' of America, Inc. Frontier Communicadona (Delaware) (Delaware) (Delaware) of Ausabla Valley. inc. (Delaware) Frontier Communicasona of Indiana LLC Frontier Communications of Mississippi LLC Frontier Communicalions of Now York, Inc. Frontier Communications of Thombwm LLC (Indiana) (Mississippi) (New York) (Indiana)

Frontlet Communications Frontier Corrununicatiorts of Sylvan lake. Inc. Frontier Telephone of Rochester. Navajo Communications Company. Inc. of Sonsco-Dotharn, Ina (New York) (Nov/York) (Delaware) (New Mexico) Frontier Communications of Virginia, Inc. Frontier Mobil LLC Fronlior Communications Services. Inc. Fronde,. Seaurily Company (Virginia) (Delaware) (Arizona) (Delaware)

Ch icon' Telecommunicallons Company of Ogden Telephone Company Rhinelander Telecommunica tic no. LLC Nevada Frontlet Communications of Rochester, Inc. (Now Yolk) (Wisconsin) (Delaware) (Nevada)

R b Lake C hsr For Mao der Frontier Directory Phone Trends, Inc. Tate-Teo Conlractors, Inc (New York) Wisconsin RSA #3, Telephone LLC Bongoes Company. LLC (Nov York) (Wisconsin) (Wisconsin) (Delaware)

Nowco West Holdings LLC Frooller Corim:Mentions of Delaware, Inc. Rib Lake Telecom. Inc. (Delaware) (Delaware) (Wisconsin)

Frontier Sourimasi Frontier Sendai' Corp- Frontlet ABC LLC Frontier California Inc. Frontier Florida LLC Incorporated (Conner.t(cul) (Delaware) (California) (Florida) (Delaware)

The Saulhern Now England SNET America, Inc. Telephone Company (Connecticut) (Connecticut) listuriscr. remote Fronilsr Communications Corporalion (Delaware)

Fronller Subs 'Waco U.0 (Datum:a)

Frontier ComrremIcalions — Midland, Inc. Frontier Communicoilons — Rabin. Inc. Frontier Communications — Schuyler. Frontlet CommunIcaulons — SI. Croix LLC (Winds) (Wisconsin)

Frontier Communications of Canton, LLC Frontier Comtnunicaeons of DePue, Inc. (Ponnitylvonte) (Illinois)

Frontier Communication of Illinois. Inc. Frontier Communications of Iowa, LLC (libels) (Iowa)

Frontier Communications Frontier Communications of Lakeside, Inc. ••=11•Mil. Frontlet Communications of Lakewood, LLC Frontier Co mmunicaeons at Michigan, Ina. (Illinois) (Pennsylvania) of Lamar County. LLC (Alabama) (Now Mexico)

Frontier Commit:dr:aeons of Minnosota. Inc. Frontlet Communications of Mondavi LLC Frontier CommunIcallons of MI. Pulaski, Inc. Frontier Communicsnons of Orion. Inc. (hermesola) (Wisconsin)

Frontier Communications Frontier Communicallons Frontier Communicailons of the South, LLC Frontier ConununIcations oiViroqua, LLC of Oswayo River. LLC of Pennsylvania, LLC /•••..nam•ii (Nevada) (pannsidsania) (Pennsylvania) (Wisconsin)

Frontier Comae:ilk:aeons of Wisconsin. LLC Frontier IntoseNtce, Inc. (Wisconsin) (Datawaro)

Page 2 UPDATED: 4/0201a

Frontier CoMM!Ideation owporation (Delaware)

Commonwealth Miens NEWEL LLC Telephone Evans Telephone (Delaware) Enterprises, LLC Holdings. Inc. (Delaware) (Delaware)

Maamisozooras asr gar Commonwealth Citizens Telecom Citizens DIredery Commonwealth Telephone Services Services Company CTE Services, Inc, CTE Holdings, Inc. Telephone Company, GVN Services Management Company L.L.C. LLC (Pennsylvania) (Pennsylvania) Serkees, Ina. LLG (California) (Delaware) (Delaware) (Pennsylvania) (Pennsylvania)

Clasen, Telecontnandcatione Commonwealth CTE Telecom. MC Company of Communication. U.0 (Panneylvanta) Tennessee L.LC. (Delaware) (Delaware)

Creams FtanUer Contmunteerione Teleaammunthallons CorporaUon end Froneer CUL LLC Company of Communications (Pennsylvania) MInnesoie, LLC of America. Inc. (Delaware) (Delaware)

Clasen* Totacornmuracettens IN* Company of the CU Wheless Company LLC Wanton' Mats LLC (Delaware) (Delaware) (09% FTR & 1% FDA)

Page 3 UPCIA7E0. 411/2016

Prone or Communicallons Corporation (Delaware)

Citizens NEWEL LLC Commonwealth Evans Telephone Telephone Enterpriees, tinkling,. Inc. (Delaware) LLC (Delaware) (Delaware)

101•101•11011:12.21•1.111...WiNE1211111n -

Wrens Telecom Commonwealth Commonwealth Citizens Diredory Senecas Telephone Managemerd CTE &Wool, Inc. CTE Holdings. too. Telephone Company, GVN Services Services Company LLC Company L.L.C. Senecas. Inc. (Pennsylvania) (Pennsylvoria) LLC (California) (Delaware) (Delaware) (Pennsylvania} (PannsyNanla)

Miens Telecommunications Commonweallh CTE Telecom, LLC Communication, LLC Company of Tennessee (Penitsylvente) L.L.C. (Delaware) (Delaware)

• - •

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Citizens Frontlet Communkanans TeleaarrununIcallons CorporaIron and Frontier Company of Minnesota, Corr:maenadlens LLC of Amadei], Inc. (Delaware) (Delaware)

Clitzens Teteaornnurelcallons Company of the Volunteer Stale LLC CUANireless Company LLC (Delaware) (Delaware) (Se% FTR a I% FCA)

Pane 4 UPDATED. 4/1/N18

Frontier Communionlions Corporation (Delaware)

AP. Frontier Frontier Communication' Frontlet Common!enflame Corporate 8ergoes Communications ILEC Online and Long Holdings LLC Inc. Distance Inc. (Delaware) (Delaware) (Delaware)

Frontlet Frontlet Frontier Frontlet Weal Virginia Frontlet North Inn. Frontlet Wastages Inc. Communleallens Comrternloations of Inc. CommunIcetions o► the Carolinas LLC (lAtiscansIn) the Southwest Inc. (Georgia) Northwest Inc. (Weal VirgInla) (Delaware) (Delaware) (Washtngton)

1:411.1".•••11011Allr••••MITIRIS...01.

Page 5 UPDATED: 4012010

Frontier Communications Corporations (Delaware)

Citizens Louisiana Citizens Pennsylvania Accounting Company Company LLC (Delaware) (Delaware)

Page 19

UPDAT00: 411/2010

Franiler Commutdostons CI:moodier) iDelmserej

Citizens Capitol Wizens SERF CU Capital LLC Frontier TaehServ. Inc. Veniuras Carp. Administration Company (Delaware) (Delaware) (Delaware) (Delaware)

NCG Systems, Inc. (Texas)

Page 7 CABLE FRANCHISE AGREEMENT

This nonexclusive Cable Franchise Agreement (hereinafter the "Franchise") is made and entered into effective on the day of 2016, by and between the Village of Montgomery, New York, ("Village") and Frontier Communications of New York, Inc. ("Frontier") a New York corporation. RECITALS WHEREAS, pursuant to 16 CRR-NY 895.1, Frontier's technical ability, financial condition, and character were considered and approved at a public proceeding affording due process and in accordance with the Village's applicable code on , 2016; WHEREAS,' the Villagd is authorized to grant and renew cable franchises for the installation, operation, and maintenance of cable television systems and otherwise regulate cable communications services within the Village boundaries by virtue of federal and state statutes, by the Village's police powers, by its authority over its public rights-of- way, and by other Village powers and authority; WHEREAS, the Village and Frontier ("Parties") recognize that Frontier is the second cable provider to apply for a Franchise in the Village, and will be competing with a long standing incumbent, therefore, this franchise is specifically designed to promote such competition. Therefore, the parties agree that Frontier's plans for constructing and operating the cable television system were found adequate and feasible in accordance with the Village's applicable code, the rules and regulations of the NYSPSC, and the FCC; WHEREAS, by resolution of the Village dated the day of 2016 ("Effective Date"), the Village has granted a non-exclusive cable television franchise to Frontier, and authorized the to execute this Franchise Agreement with Frontier upon the terms hereinafter set forth; WHEREAS, this Franchise Agreement complies with the franchise standards required by the New York State Public Service Commission (hereinafter "N Y SP S C") and the Cable Consumer Protection Act of 1992 and are subject to the review and approval of the NYSPSC. WHEREAS, Frontier desires to provide cable communications services and to construct, operate and maintain a cable television system within the Village; and, WHEREAS, the Village, after due consideration hereby finds that it would serve the public interest of the citizens of the Village to approve granting Frontier this Franchise to construct, operate and maintain a cable television system within the Village subject to the terms and conditions hereinafter set forth.

{00220859.RTF / 1) AGREEMENT NOW, THEREFORE, in consideration of the terms and conditions contained herein, Frontier and the Village hereby mutually agree as follows: 1. Definitions_ For the purpose of this Franchise, the following terns, phrases, words, abbreviations, and their derivations shall have the meaning given herein. When not inconsistent with the context, words used in the present tense include the future; words in the plural include the singular and words in the singular include the plural. The word "shall" is always mandatory and not merely directory. A. "Act" shall mean the Communications Act of 1934, including the Cable Communications Policy Act of 1984, as amended by the Cable Television Consumer Protection and Competition Act of 1992, and the Telecommunications Act of 1996. B. "Cable Television System" shall have the same meaning as in Section 602 of the Act. C. "Cable Service" shall have the same meaning as in Section 602 of the Act. D. "Gross Revenues" shall mean all revenue of any kind or nature, less related bad debts up to a maximum of two percent (2 %) annually of such cash, credits and property received directly or indirectly by Frontier, its affiliates, subsidiaries, parent and any person. firm or corporation in which Frontier has a financial interest or which has a financial interest in Frontier, arising from or attributable to Frontier's operation of its Cable System to provide Cable Services (as defined from time to time by applicable federal law) within the Village, including, but not limited to: a. Revenue from all charges for services provided to Subscribers b. Revenue directly derived and attributable to the sale of commercial advertising upon the Cable System; c. Revenue from all charges for the leased use of studios; d. Revenue from all charges for the use of or lease of leased access channels. e. Monthly recurring Revenue from all charges for the installation, removal, connection and reinstatement of equipment necessary for a Subscriber to receive Cable Services; f. Revenue from the sale, exchange, use or cablecast of any programming developed for community use or institutional Users. "Gross Revenues" shall not include taxes or fees (except the Franchise Fee) collected by Frontier on behalf of any governmental authority; any increase in the value of stock, security or asset; any surcharges for underground conversion of cable plant costs; any increase in the value of any stock, security or asset; the value of complimentary service provided to Frontier's employees and as required -by -the Village Code or any Franchise; and dividends or other

(00220859.RTF / 1)

distributions made in respect of any stock or securities; or value received by a Frontier or any of its affiliates through cooperative advertising. "Gross Revenues" shall not include cash, credit, property of any kind or nature, or other consideration received by Frontier's affiliates or any person, firm or corporation ("Related Person") in which Frontier has a financial interest or which has financial interest in a Franchisee for any sales of advertising on the Cable System, services to provide programming on the Cable System, production services, and other services which are Cable Services when such services are provided by a Related Person, which has all the following characteristics: the Related Person is a separate legal entity. with separate employees, with separate financial records (which may be part of consolidated financial reporting records), and a separate mission; it makes payments to Frontier which meet market standards for the services and industries involved, even if it does not offer and provide its services to persons other than Frontier in the same industry as Frontier; and it was established for valid business purposes and not with the intent and purpose of circumventing payment of Franchise Fees on Gross Revenues. Nothing contained in this exclusion from Gross Revenues shall be interpreted to exclude from Gross Revenues such cash, credit, property of any kind or nature or other consideration which would be considered Frontier's Gross Revenues derived from the operation of the Cable' System to provide Cable Services under the Cable Act. Except for Gross Revenue from such sale of advertising on the Cable System, services to provide programming on the Cable System, production services, or telecommunication services which are Cable Services received by such Related Person, this paragraph shalt not exclude from Gross Revenues any source of Gross Revenues, which an existing Franchisee itself is receiving at the time it is granted a Franchise under this provision. E. "Person" shall mean any person, firm, partnership, association, corporation, company or organization of any kind other than the Village. F. "Service Area(s)" shall mean those areas where Frontier intends to provide Cable Service within the Village as specifically designated from time-to-time by Frontier in accordance with Section 3(B) below. G. "Street and Public Right-of-Way" shall have the meaning set forth in applicable Village Code or rules, as defined below. H. "Subscriber" shall mean an authorized recipient lawfully receiving Cable Television Service. ' "Village Code' chat' mean the code, rules and regulations adopted by the Village, from time-to-time. J. "Reasonable Notice" shall mean the following: Unless otherwise defined herein, reasonable notice means the delivery of written notice to the other party at least thirty (30) days prior to the action proposed of the alleged defect, situation or default. In the event of any emergency that poses an immediate risk of harm to the health. Safety, welfare or property of the residents of the Village, reasonable notice shall be construed to mean written or verbal notice of the action, condition or defect or situation as soon as practicable under the circumstances.

(00220859.RTF / 1) K. "Qualified Living Unit" means a living unit which meets the minimum technical qualifications defined by Frontier for the provision of Cable Service and is located within 4,000 cable feet of an activated RT. A living unit receiving a minimum of 25Mbps downstream generally will be capable of receiving Cable Service subject to Frontier performing certain network grooming and conditioning. For purposes of this definition of Qualified Living Unit, "network grooming and conditioning" means evalnAting existing infrastructure and making improvements to allow greater data throughput.

L, "Standard Drop" includes the installation of one cable box and video service on up to four TV sets. A standard drop shall exclude custom installation work, which shall include but not be limited to extensive asphalt construction, concrete jacking and specific customer requested work that requires non-standard inventory or cable routing. M. "Multiple Dwelling Unit" or "M.D.U." means any adjacent building(s) such as apartments under common ownership containing more than four dwelling units used as living quarters. N. "Remote DSLAM or RT' means a Digital Subscriber Line Access Multiplexer installed by Frontier and is capable of providing Cable Service to Subscribers. Section 2. Grant of Franchise The nonexclusive Franchise is hereby granted to Frontier for the Term of fifteen (15) years ("Term"), and subject to the terms, conditions, and limitations hereinafter stated, to use the streets or public rights of way of the Village now or hereafter laid out or dedicated, and all extensions thereof, and additions thereto, to construct, erect, operate and maintain in, upon, along across, above, over, and under the aforementioned streets and/or public rights-of-way in the Village, wires, cables, underground conduits, manholes, and other conductors and fixtures necessary for• the maintenance and operation in the Village of a Cable Television System for the reception, sale, and distribution of Cable Service and for any and all other lawful purposes. Section 3. Area of Operation A. Subject to the lawful exercise of the police power heretofore or hereafter granted to the Village, Frontier shall have the right to construct, operate, and maintain, in, on, along and under the Streets and Public Rights of Way of the Service Area of the Village, wires, cables, remote terminal cabinets, underground conduits, manholes, and other conductors and figures res necessary for the maintenance and operation in the Village of a Cable System at such locations designated by Frontier. Frontier shall construct and maintain its cable system using material of good and durable quality and that all the work involved in the construction, installation, maintenance and repair of the cable system shall be performed in a safe, thorough and reliable manner. B. Frontier shall comply with the requirements contained in Section 895.5 of the rules of the NYSPSC. Frontier will extend its Cable Service as described on Exhibit A attached hereto. Frontier shall not deny service to any resident of the Village based upon age, race creed, color, sex, national origin or income level of the residences in their local

(00220859.RTF /1) area. Except where Frontier is unable to obtain required easements. Frontier may extend cable service to any Qualified Living Unit within the Service Area that Frontier chooses to construct to, upon the request of a potential subscriber at its then-prevailing installation charge for such service. An activated service area is a geographical location or subdivision in which Frontier is already providing cable services to Qualified Living Units. C. In cases of new construction or property development wheie utilities are .to be placed underground, the developer/property owner shall give Frontier reasonable notice of such construction or development, and of the particular date on which open trenching will be available for grantee's installation of conduit and/or cable. Frontier shall also provide specifications as needed for trenching. Costs of trenching and easements required to bring Cable Service to the development shall be borne by the developer/property owner, unless agreed to otherwise between Frontier and developer. D. Frontier's use of Village rights-of-way shall be subject to all rules and policies adopted by the Village from time to time. Section 4. Acceptance; Effective Date A. After the Village has taken final action to approve the granting of this Franchise, Frontier will file its acceptance with Village by countersigning this Franchise. Such acceptance will acknowledge that Frontier agrees to be bound by and to comply with the provisions contained herein. B. The Franchise granted herein will take effect and be in full force from and after final passage by the Village, subject to the acceptance provided in paragraph A above and shall continue in full force and effect throughout the Term. Section 5. Conditions on use of Streets and Roads A. Trimming/Cutting Trees. Frontier, upon consultation with the Village, shall have the right to trim and keep clear of its poles, wires, cables, underground conduits, manholes and other conductors and fixtures, the trees in and along the Streets. In the exercise of such right, Frontier shall not cut or otherwise injure any trees to any greater extent than is reasonably necessary. B. Restoring Streets. Frontier shall restore, reconstruct, or repair any Street and Public Right-of-Way, and any sewer, gas, effluent, water main, pipe, or fire alarm: disturbed, or• destroyed by the exercise of any right granted to Frontier by this Franchise in accordance with applicable Village Code as amended. In the event that the Village determines that Frontier has not made such restoration, reconstruction or repair in a reasonably satisfactory manner, the Village, after giving Frontier notice and opportunity to correct such failure, shall have the right to carry out such restoration. reconstruction or repair) and Frontier shall reimburse the Village in full for all reasonable expenses incurred by the Village in carrying out all or part of such restoration, reconstruction or repair.

(00220859.RTF /1) C. Safety. Frontier shall at all times employ ordinary care and shall install and maintain in use commonly accepted methods and devices for preventing failure and accidents which are likely to cause damage, injuries, or nuisances to the public. All structures and all lines, equipment, and connections in, over, under, and upon the Streets, shall at all times be kept and maintained in a safe, suitable, substantial condition, and in good order and repair. Frontier shall construct its Cable System using materials of good and durable quality, and all work involved in construction, installation, maintenance and repair shall be performed in a safe, thorough, and reliable manner. _ D. Compliance with Applicable Laws. Frontier shall install and maintain its wire, cables, fixtures, and other equipment in accordance with applicable Village Code, as amended, any building codes, or other construction standards imposed by the Village, and the applicable sections of the National Electric Safety Code as revised during the Term and in such manner as Shall not interfere with any installations of the Village or of any public utility serving the Village. E. Temporary Moving of Wires. Frontier shall, on the request of any Person holding a building-moving permit issued by the Village, temporarily relocate Facilities to permit the moving of buildings, water, effluent or sewer lines, or Streets and/or Public Rights of Way. The expense of such relocation shall be paid by the Person requesting the same, and Frontier shall have the authority to require such payment. Frontier shall be given not less than five (5) business days' notice to arrange for such relocation. F. Inspection. The Village shall have the right to inspect all construction or installation work performed in, over, under and upon the Streets, subject to the provisions of this Franchise and make such inspections as it shall find necessary to insure compliance with the terms of this Franchise. G. Location of Distribution Lines-Poles/Underground Cable. No poles or structures shall be erected by Frontier without prior approval of the Village, through its established permit procedure pursuant applicable Village Code, as amended. Location of any pole, or structure shall be removed or modified by Frontier whenever the Village determines that the public health, safety and welfare would be negatively affected. If the Village requires the removal or relocation of part of the Cable Television System, such removal or relocation shall be solely at Frontier's expense. H. Moving of Frontier Property. Frontier will, upon reasonable notice from the Village, protect, support, temporarily disconnect or relocate its property in the Street or Public Right-of Way when required by the Village or State by reason of traffic conditions, public safety, street closing or abandonment, highway or street construction, change or establishment of street grade, or any other types of structures or improvements. The Village shall bear the cost to the extent such request for relocation or disconnection is for aesthetic purposes.

{00220839.M/1} Section 6. Construction and Operation A. All working facilities, conditions, and procedures, used or occurring during construction and maintenance of the Cable Television System shall comply with the standards of the Occupational Safety and Health Administration. C. Construction, installation and maintenance of the Cable Television System shall be performed in an orderly and workmanlike manner, and in close coordination with public and private utilities serving the Village following accepted construction procedures and practices and working through existing committees and organizations. D. Any antenna structure used in the Cable Television System shall comply with construction, marking and lighting of antenna structures required by the United States Department of Transportation. Frontier shall obtain a special use permit from the Village prior to the installation of any such antenna structure. E Frontier will not intentionally interfere with television reception of person not served by Frontier, nor will the Cable Television System interfere with, obstruct or hinder in any manner, the operation of the various utilities serving the residents within the confines of the Village. Specifically, Frontier shall not interfere, obstruct or hinder in any manner, the Village's communications systems, water system, sewer system, fire department system, police department system, public works systems or court system. F. Frontier shall not be required to make cable service available to residents of an M.D.U. project until a mutually acceptable agreement granting Frontier access to the M.D.U. has been executed and delivered by Frontier and the property owner. G. Frontier will at all times fully comply with all Village requests regarding work within the Village rights-of-way. H. Once Frontier activates any Qualified Living Units within the Service Area, Frontier shall not be allowed to deactivate Cable Service availability without the consent of the Village, which shall not be unreasonably withheld, provided however, Frontier may discontinue service at the requests of a Subscriber, or upon non- payment of a bill for cable services by Subscriber after proper notice. Section 7. Customer Service Frontier hall obtain and maintain sufficient telephone lines and staffing so as not to delay unreasbnably the answering of any telephone call for the purpose of receiving and responding to cable television subscriber complaints, and shall adjust its staffing, as necessnry, with respect to special events which may reasonably be expected to increase call volume. In any event, Frontier shall comply at all times with the customer service provisions set forth in 47 Code of Federal Regulations Part 76.309, as well as Parts 890 & 896 of the rules and regulations of the NYSPSC.

(00220859.RTF / t} Section 8. Channel Capability Frontier shall use reasonable effort to provide a minimum of two hundred (200) channels. Frontier shall provide broad categories of services. Suggested broad categories of video programming are: 1.Educational programming; 2. News and information; 3. Sports programming; 4. General entertainment (including movies); 5. Children's programming; 6. Family programming; 7. Culture and performing arts; 8. Science/documentary; 9. Weather information; 10.Ethnic programming; and, 11. Governmental affairs. Frontier shall carry the signals of local broadcast stations in the New York City Metropolitan area that have indicated to Frontier their "must carry" designation as well as broadcast stations that have executed "retransmission consent" agreements with Frontier in accordance with FCC regulations and federal law.

{00220859.1M /1} Section 10. Insurance

Each Occurrence: • - $1,000,000 General Aggregate Limit: $2,000,000 Products-Completed Operations Aggregate Limit: $1,000,000 Personal and Advertising Injury Aggregate Limit: $1,000,000

4. The insurance limits required herein may be obtained through any combination of primary and excess or umbrella liability insurance. Frontier shall forward to the Village certificate(s) of insurance upon execution of this Franchise and upon any renewal of such insurance during the term of this Franchise. The certificate(s) chill indicate that (1) the Village, its officers and employees are named as additional insured(s) as their interest may appear with respects to the general liability insurance policy; (2) thirty (30) days' prior written notice of cancellation of the policy(ies) shall be provided to the Village; and (3) coverage is primary and non-contributory to any other valid and collectible insurance maintained by the Village.

Section 11. Unauthorized Connections or Modifications A. • It is unlawful for any person to make any connection, extension, or division whether physically, acoustically, inductively, electronically, or otherwise with or to any segment of the Cable Television System for any purpose whatsoever, without the express consent of Frontier. B. It is unlawful for any person to willfully interfere, tamper, remove, obstruct, or damage any part, segment or content of the Cable Television System for any purpose whatsoever.

(00220859.RTF / 1) C. Any person convicted of a violation of this section will be subject to the maximum penalty allowed by Federal, State and local law. The Village agrees to cooperate with Frontier in the prosecution of any such violations. Section 12. Franchise Fees and Taxes A. Frontier will pay to the Village quarterly, within sixty (60) days following the end of each quarter, an amount equal to five percent (5%) of Frontier's quarterly Gross Revenues ("Franchise Fee"). The Franchise Fee will be deemed to reimburse the Village for the rights granted herein• and/or all costs of regulation and administration of the Franchise. B. In the event the five percent (5%) limitation on Franchise fees imposed by the terms of the Act is raised by Congress or the FCC, the Village shall have the right to raise the percentage charged under this section, at its discretion. up to the amount of the limit, upon giving Frontier ninety (90) days' notice prior to the effective date of the increased Franchise Fee. C. Notwithstanding any provision to the contrary, Frontier shall, in addition to the Franchise Fee described above, pay the required charges, taxes and fees lawfully established in a code or ordinance properly adopted by the Village. Frontier shall be entitled to pass such fees, taxes and charges directly to its subscribers in the Village. D. In the event the Village constructs or establishes Village owned and occupied facilities in the Frontier Service Area, including but not limited to police, fire, government offices, or recreation facilities, Frontier shall install and provide Frontier Cable System services to said facilities at no cost to the Village. E. Each franchise fee payment will be accompanied by a report setting out in detail the basis for the computation of the payment At the sole discretion of the Village, the accuracy of the report may be independently audited by an entity appointed by the Village at the Village's expense. ' However, in the event the audit concludes that Frontier's payments hereunder were underpaid by an amount greater than 5% of the proper payment, then Frontier shall reimburse the Village for the cost of the audit up to $7,500. Any amounts underpaid shall be paid annually on or before the 31st day of March each year.

(130210859.RTF / 1)

(2) The offering of reasonable discounts to senior citizens or economically disadvantaged citizens; (3) The establishment of different and nondiscriminatory rates and charges and classes of service for commercial customers, as well as different nondiscriminatory monthly rates for classes of commercial customers as allowable by federal law and regulations; or (4) The establishment of different and nondiscriminatory rates and charges for residential Subscribers as allowable by federal law and regulations. Section 14. Public, Education, and Government Channels Frontier will comply with all aspects of 16CRR-NYVIEll B 895.4 of the rules and regulations of the NYSPSC, including provision of one (1) channel for public, education and government programming. Section 15. Records and Reports A. Copies of all petitions, applications and communications submitted by Frontier and directly • related• to Frontier's Franchise to the Federal Communications Commission, Securities and Exchange Commission, the NYSPSC or any other agency having jurisdiction in respect to any matters affecting cable television operations authorized pursuant to this Franchise, shall be submitted to the Village upon written request. B. The Village shall have the right, at its own expense, no more than one (1) time during any calendar year, and upon at least ten (10) working days prior written notice) to inspect at Frontier's offices during normal business hours, all books and records directly related to Frontier's Franchise Fee and Frontier's applicable tests provided 'to the FCC. To the extent such information is protected by State or Federal law, the Village will not disclose to the public or to competitors of Frontier any commercial or financial information reviewed by the Village pursuant to this Franchise Agreement. Section 16. Franchise Renewal Any renewal of this Franchise shall be in accordance with the renewal provisions of the Cable Act and the rules of the NYSPSC as may be codified at the time of the renewal and any relevant provisions of the Village Code, as amended. Section 17. Transfer of Franchise Frontier shall not transfer this Franchise to another party, person, or entity, except to a company controlling, controlled by or under common control with Frontier, without complying with the provisions of in the Cable Act and the rules and regulations of the NYSPSC. Section 18. Termination; Cancellation A. In addition to all other rights and powers pertaining to the Village by virtue of this Franchise or otherwise, the Village reserves the right, after reasonable notice to Frontier and after

(00221:1859.RTF /11 reasonable opportunity of Frontier to cure any alleged Franchise Violation, to terminate and cancel this Franchise and all rights and privileges of Frontier hereunder in the event that Frontier: (i) Willfully fails to reasonably carry out any provision of this Franchise or any rule, order, or determination of the Village pursuant to this Franchise. (ii) Becomes insolvent, unable or unwilling to pay its debts, or is adjudicated bankrupt. B. Such termination and cancellation shall be by resolution duly adopted after sixty (60) days' notice to Frontier and shall in no way affect any of the Village's rights under this Franchise or any provision of law. Section 19. Force Majeure With respect to any provision of this Franchise, the violation or noncompliance with any provision of this Franchise, which could result in the imposition of financial penalty, forfeiture or other sanction upon such violation or noncompliance shall be excused where such violation or noncompliance is the result of Acts of God, war, civil disturbance, strike, or other events, the occurrence of which was not reasonably foreseeable by Frontier and is beyond Frontier's reasonable control. Section 20. Miscellaneous A. The right is hereby reserved by the Village to adopt, in addition to the provisions contained herein and in existing applicable resolutions, such additional regulations, as it shall find to be in the best interests of the Village. B. If any section, subsection, sentence, clause, phrase or portion of the Franchise is for any reason held invalid or unconstitutional by any court of competent jurisdiction such portion qball •be deemed a separate, distinct and independent provision and such holding shall not affect the validity of the remaining portions hereof. C. Frontier its successors and assigns shall at all times save and keep harmless and fully indemnify the Village, its officers, agents, servants, and employees from and against any and all loss, liability, suits, damages, costs, charges, legal fees and expenses in any manner arising from the construction, repair extension, maintenance or operation of their equipment of any kind or character and from any negligence, fault, or misconduct on the part of Frontier, its officers, agents, servants and employees or by reason of any act done or omitted to be done in the premises of said Village. D. Village acknowledges that acceptance of the terms and conditions of this Franchise will not constitute, or be deemed to constitute, a waiver, either expressed or implied, by Frontier of any constitutional or legal right which Frontier may have or may be subsequently determined to have, either by current or subsequent legislation or court decisions. The Village acknowledges that Frontier hereby reserves its rights under applicable Federal and State constructions and law.

{00220859.RTF / 11

E. This Franchise shill be governed by the laws of the State of New York. F. Any controversy or claim arising out of or relating to this Cable Franchise Agreement, or the breach thereof: shall be settled by arbitration before a single arbitrator in accordance with the New York Uniform Arbitration Act, 78-31a-I01, et. seq., with the arbitration proceeding being administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. G. All notices or correspondence to be served upon the Village or Frontier by the other Party shall be in writing and delivered by first class mail, postage prepaid or by facsimile or by a national express mail service. H. The terms of this Franchise are subject to the approval of the NYSPSC. Frontier Shall make all necessary applications to the Federal Communications Commission and the NYSPSC within sixty (60) days from the date the Village approves this Franchise. Notices or correspondence to the Village shall be addressed as follows: Village of Montgomery With a copy to: , Village Attorney Notices or correspondence to Frontier shall be addressed as follows:

FRONTIER COMMUNICATIONS OF NEW YORK, INC.

Dated: 2016 By:

(00220859.RTF / STATE OF ) SS COUNTY OF )

The foregoing instrument was acknowledged before me this day of 2016, by the of Frontier Communications of New York, Inc., a New York corporation, on behalf of the corporation.

Notary Public Commission Expires

VILLAGE OF MONTGOMERY, NEW YORK

By: Its: Mayor ATTEST:

Its: Village Clerk

. . (00220859.RTF /1) EXHIBIT A SERVICE AVAILABILITY

(2) Periodic Meetings. In order to permit the Village to monitor and enforce the provisions of this section and other provisions of this Franchise, Frontier shall, upon demand, promptly make available to the Village maps and other documentation showing exactly where within the Village Frontier is currently providing Cable Service. Frontier shall meet with the Village at least annually to demonstrate Frontier's compliance with the provisions of this section concerning the deployment of Cable Services' in 'the Village including, by way of example, the provision of this section in which Frontier commits that a significant portion of its initial investment will be targeted to areas below the median income within the Village, and the provisions of this section that prohibit discrimination in the deployment of Cable Services. In order to permit the Village to monitor and enforce the provisions of this section and other provisions of this Franchise Ordinance, Frontier shall, commencing October 2016, and continuing throughout the term of this Franchise, meet at least annually with the Village and make available the Village the following information: •

(a) The total number of Qualified Living Units throughout the Village;

(b) A list of the public buildings and educational institutions capable of receiving Cable Service from Frontier.

(3) Additional Build-Out Based on Market Success. If, at any annual meeting, including any interim meeting prior to the second anniversary of the Effective Date of this Franchise, Frontier is actually serving thirty (30.0%) of the Qualified Living Units, then Frontier agrees the minimum build-out commitment shall increase to include all of the households then capable of receiving Cable Service plus an additional fifteen (15%) of the total households in the Village if less than seventy-five percent (75%) of households are capable Of receiving- Cable Sen;ice or an additional five percent (5%) if seventy-five (75%) or more households are capable of receiving Cable Service, which Frontier agrees to serve within two (2) years from the quarterly meeting; provided, however, Frontier shall make its best efforts to complete such deployment within a shorter period of time. For example, if, at a meeting with the Village, Frontier shows that it is capable of serving sixty percent (60%) of the households in the Village with Cable Service and is actually serving thirty percent (30%) of those households with Cable Service, then Frontier will agree to serve an additional fifteen percent (15%) of the total households in the Village no later

(00220859.MT / than two (2) years after that meeting (a total of 75% of the total households). This additional build-out based on market success shall continue until substantially every Qualified Living Unit in the Village is served.

00220859.KM 11)' ATTACHMENT 11-3 3b Julianna L Parmenter

From: Peter J. Glennon Sent Monday, September 19, 2016 5:59 PM To: Abbott, Paul D; John Fogarty; Williams, Charlie R; Mueller, Chris Cc: Julianna L Parmenter Subject Frontier. Public Hearing - Village of Montgomery Attachments: 2016_09_19 Letter from PJG to Incumbent.pdf

Dear Paul,

Attached as a pdf is a letter from me mailed to your corporate and Hudson Valley offices today. The letter encloses a courtesy copy of Frontier's Franchise Application for the Village of Montgomery and it provides a courtesy notice of the Village's Public Hearing for the Application.

The pdf also contains a copy of the FEDEX receipt confirming delivery of the Franchise Application to Time Warner/Charter's offices on Augusts 2, 2016 at 9:30 A.M.

Kindly confirm receipt of this email.

As always, feel free to contact me with any questions.

Best,

Peter J. Glennon Principal

THE GLENNON LAW FIRM Pc. PROFESSIONAL REPRESENTATION

The Glennon Law Firm, P.C. 160 Linden Oaks Rochester, New York 14625 Tel: 585-210-2150 Cell: 585-233-5812 www.GlennonLawFirm.com [email protected]

Linkedln: www.Linkedln.com/inipeterglennon

1 THE GLENNON LAW FIRM P.C. PROFESSIONAL REPRESENTATION IN September 19, 2016

VIA U.S. MAIL & EMAIL

Time Warner Cable Hudson Valley Region Director of Government Affairs 2778 State Route 52 Liberty, New York 12754

RE: Village of Montgomery (the "Village"): Notice of Public Hearing for Frontier's Cable/Video Franchise Application

Dear Sir or Madam:

Please accept this letter as a courtesy notice that the Village has scheduled a public hearing for Frontier's application for:

October 4, 2016 at 7:15 P.M. Montgomery Village Hall 133 Clinton Street Montgomery, New York 12549

If you have any questions, please feel free to contact me at (585) 210-2150 or [email protected]

Very truly yours, di-"e^41 Peter J. GI nnon Enclosure cc: Time Warner Cable Law Department/Regulatory 60 Columbus Circle New York, New York 10023

160 Linden Oaks Rochester, New York 14625 Tel: 585-210-2150 I www.GlennonLawFirm.com Phillips, Jack

From: UPS Quantum View Sent • Tuesday, August 02, 2016 8:39 AM To: Phillips, Jack Subject: UPS Delivery Notification, Tracking Number 1Z5596721399041573

Your package has been delivered.

Delivery Date: Tuesday, 08/02/2016 Delivery Time: 09:30 AM

At the request of FRONTIER COMM BURNSVILLE„ this notice alerts you that the status of the shipment listed below has changed.

Shipment Detail

Tracking Number: 125596721399041573 Attn: Legal Department Time Warner Cable/Charter Ship To: 60 COLUMBUS NEW YORK, NY 10023 US

UPS Service: UPS NEXT DAY AIR SAVER

Number of Packages: 1 Weight: 3.0 LBS

Delivery Location: MAIL ROOM Signed by: GORDON Reference Number 1: Gov't Affairs

Reference Number 2: Time Warner Notice

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14450 Bumhaven Drive, Burnsville, MN 55306

August 1, 2016

Attn: Legal Department Time Warner Cable/Charter Communications 60 Columbus Circle New York, New York 10023

Dear Time Warner Cable/Charter Communications Legal Department,

Pursuant to the requirements of 16 N.Y.C.R.R. §894.5(1), enclosed are copies of applications, including the proposed franchise agreements for the following Frontier Communications affiliates with the indicated municipalities, concurrent with this notice:

The Frontier Communications affiliates shown above are seeking to establish cable franchise agreements in their respective municipalities.

If you have any questions, please contact me.

Sincerely,0

4IIPP,,,e" Jac illips Director, Gov't and External Affairs- (952) 435-1373 (Office) [email protected]

14450 Bumhaven Drive Burnsville, MN 55306

VILLAGE OF MONTGOMERY, NEW YORK

APPLICATION OF FRONTIER COMMUNICATIONS OF NEW YORK, INC.

FOR A CABLE TELEVISION FRANCHISE

Background:

Overyiew of_Frontier

Frontier's motto is "We can help!" Frontier goes the extra mile for our customers and is extremely proud to serve our communities. Local engagerrient is more than a strategy to Frontier. It is in our DNA. Broadband and communications are central parts of daily life and are requirements for our communities to thrive and grow. Frontier takes seriously our responsibility to reliably deliver these services to the millions of customers we serve.

Frontier's parent company is Frontier Communications Corporation, Frontier Communications Corporation is an S&P 500 company and is included in the Fortune 1000 list of America's largest corporations. Frontier serves a mix of urban, suburban, and rural areas in 29 states across the United States. Frontier offers a variety of services to customers over its fiber-optic and copper networks, including video, high-speed intemet, advanced voice and Frontier Secure digital protection solutions. Frontier Business Edge offers communications solutions to small, medium, and enterprise businesses.

Frontier's Values

Overview of Frontier Frontier is one of New York's largest incumbent local exchange carriers and our New York infrastructure is critical to residential customers and to the success of businesses 11Page on17a33moa/34 large and small, educational institutions, healthcare facilities and public safety agencies in the communities we serve. Frontier's network is essential to the support of other telecommunications (such as wireless carriers) and information service providers. All Frontier products and services offer 24/7/365 support from a 100% U.S.-based workforce. .

Frontier is deeply involved in the communities we serve. Recent examples include:

Frontier's Commitment to Our Customers

Each of Frontier's markets across the 29 states we serve has a General Manager who is personally accountable for delivering extraordinary service. Decisions are made at the local level taking into account local needs and interests. In the Hudson Valley New York area, the General Manager is Deb Bogdancki. Frontier's Senior Vice-President/General Manager for New York is Elena Kilpatrick. Frontier's regional, state and local leadership are actively involved in day-to-day operations and personally see to it that customers in their markets are receiving our best. From the CEO down, we are all accountable to our customers every day. When storms or natural disasters strike our regions, we are among the first to respond, and have the national resources to call upon. When members of our community fall on tough times, we pride ourselves on being there to support them. Our technicians work around the clock in some tough conditions to keep your services running smoothly. Know that when a person becomes a Frontier customer, they are signing up for over 28,600 employees at their back. Every day, our employees put the customer first.

Frontier's Commitment to Veterans

Frontier is also an award ,winning veteran employer and proud to support those who served our nation. More than 1 out of every 10 Frontier employees is a veteran, reservist, and/or the spouse of a veteran. Frontier is a member of The Military Spouse (00217&38.110CX / 1) 21Page Employment Partnership, The 100,000 Jobs Mission, The Employer Partnership of the Armed Forces, Honor and Remember, and Joining Forces.

Incorporation Frontier Communications of New York, Inc., the applicant, is a New York Corporation in good standing and authorized to do business in the State of New York.

The following responds directly to the information required by New York State Department of Public Service Regulation Section 8943 (16 NYCRR §894.5)

A. The following provides a general description of the technology and infrastructure of the cable television system proposed to be constructed:

Frontier Communications' Vantage TV video offering is powered by Ericsson's Mediaroom software platform. Mediaroom is the world's #1 IPTV platform — one that is proven and widely adopted by Network Service Providers worldwide — with over 16.4 million subscriber households and 32 million connected devices running the software to date. Vantage TV is an innovative, scalable, and highly reliable video service designed to run over our IP enabled networks (xDSL, FTTP/FTTN, etc.). Our customers' satisfaction has been extremely high to date — relative to our competitor's video offerings in the same markets in which we are deployed.

Vantage TV's core product features include:

• Secure delivery of SD (Standard Definition), HD (High Definition) and 4KJUHD (Ultra High Definition) content — via integrated Digital Rights Management — to set-top Boxes on each TV.

• Superior 113D, SD & UHD picture quality.

• WiFi-enabled set-top boxes are also a deployment option allowing our customers to place their TVs wherever they want in their homes.

• Live TV broadcast with instant channel change allowing super-fast navigation through our Interactive Programming Guide.

• Video On-Demand library that will contain more than 100,000 movies and shows.

(00217838.1300C / 31 Page • Next generation EPG (Electronic Program Guide) and enhanced search functionality deliver real time results with a rich, new visual poster-art driven experience that allows our customers to easily discover and consume content on their terms.

• Integrated interactive applications include Social TV (access to Twitter and Facebook), Weather, Interactive Workout, Home Shopping Network and interactive games.

Service Management. Vantage TV leverages a complex TV Services management tool to configure and man- ge subscriber information, Live TV Services, Channel Line-Up / Channel Maps, and Video On Demand Services all from a web-based interface that our Video Operations team controls.

(00217838.DOCX 3.) 4age The TV Services Management tool then offers the ability to associate clusters of Servers with a subscriber group and to associate subscriber groups with client devices (propagating associated content rights and entitlements).

Live Media r.

On-Derrand E; 47 j Frontler'sAccess Media Vantage 7V Network Headend located In fart Wayne, IN

2. Television and radio broadcast signals which the applicant intends to carry on its system initially {00217838-DOOC / 1} 5 Page Frontier will make all appropriate filings and preparations prior to the turn up of its video service including (1) filing a community registration with the FCC via FCC Form 322; (2) providing notice to local broadcasters and requesting either must- carry or retransmission consent election.

In its existing markets, Frontier complies with many additional federal requirements in providing its service, including all of the FCC requirements applicable to multichannel video programming distributors (such as equal employment opportunity and set-top box requirements), the FCC requirements applicable to LAS participants that are wireline video service providers, other FCC requirements applicable to provision of Vantage TV (Frontier Broadband Service in New York) (such as receive-only earth station license requirements and annual regulatory fees for IPTV providers), and the Copyright Office requirements for cable systems filing semi-annual copyright statements of accounts and paying statutory license fees. Frontier does not file an FCC Form 327 relating to CARS microwave facilities because Frontier does not use such facilities in connection with the provision of Vantage TV. Similarly, Frontier does not file FCC Form 320 and FCC Form 321 as they relate to the use of aeronautical frequencies that are not applicable to the IPTV technology.

In these areas where Frontier offers service, area, Frontier will use existing retransmission or must carry agreements for the New York Metropolitan DMA.

The planned carriage of these stations could include both primary and multicast signals of each station.

' ii. Plans for two-way capability, including a proposed scheduled indicating when two-way capability will become available from particular points;

100217838.DOCX / 1) 6age While an exact launch date has yet to be determined, Frontier is working diligently to complete all necessary work and required testing and operational readiness reviews to offer service to customers upon. successful execution of a Franchise Agreement. Frontier will meet with Commission and appropriate member jurisdictions to share the actual launch date when it becomes finalized.

Vantage TV offers:

Incredible 100% digital picture and sound.

Total-home DVR with ability to record up to six shows at once and view on any TV with a set-top box.

Instant channel change and super-fast navigation through our interactive program guide and Video on Demand.

The ability to watch up to six different channels at once with Multi-View.

The ability to Pause, Fast Forward, Rewind live or recorded shows on up to eight TVs in your house.

Next generation enhanced search which delivers real-time results by program name, actor/actress and other keywords across Live TV, Video On Demand and DVR recordings.

Introducing Channel Peeks which maintains full-screen viewing while "peeking" into other programming.

(002178311.DOW 1.1 7 1 P a g e

C. Terms concerning rates and construction schedules which satisfy the requirements of 16 NYCRR Part 895.

1. Rates

Final rates have yet to be determined, please see "Exhibit B- sample rates" which are offered here for illustrative purposes.

2. Construction Schedules

Frontier is still finalising its initial footprint for the deployment of cable services within the Village service area. Frontier's planned deployment is highly confidential. Pursuant to an executed franchise agreement(s), Frontier will meet regularly with the Village and the Commission to discuss where service is available and any plans for additional deployment. Frontier is the second entrant into the wireline video market in the Village. As a second entrant, investment in and expansion of Frontier's cable system should be driven by market success, and not a contractual requirement for ubiquitous coverage.

The following sets forth some critical background with respect to employment of both telecommunications and cable infrastructure. Initially, local telephone companies were

(00217838.DOW 11 8age granted monopolies over local exchange service in exchange for taking on a provider of last resort obligation- a duty to provide service - to customers in its service territory. Similarly, with respect to video services. The incumbent video provider (and its predecessors) operated as a monopoly over facilities-based video. In exchange for making the capital investment to deploy facilities, the incumbent cable company got 100 percent of the customers who wanted cable television.

Courts have ruled, however, that "level playing field" provisions do not require identical terms for new entrants. See, for example, Insight Communications v. City of Louisville, 2003 WL 21473455 (Ky. et App. 2003), where the court found: There will never be an apple-to-apple comparison for Insight and other franchisee simply because Insight is the incumbent which in its own right and through its predecessors has been the exclusive provider of cable services in the City of Louisville for almost thirty years. No new cable franchitee can ever be in the same position as a thirty-year veteran. See also, In Cable TV Fund 14-A, Ltd v. City of Naperville (1997 WL 209692 (ND. III); and New England Cable Television Amin, Inc. v. Connecticut DPUC 717 A.2d 1276 (1998).

In sharp contrast to the monopoly provider, a second entrant faces a significant capital outlay with absolutely no assurance of acquiring customers; rather, it must compete with the monopoly incumbent and win each and every customer over. As Professor Thomas Hazlett of George Mason University has explained, "[i]ncumbents advocate build-out requirements precisely because such rules tend to limit, rather than expand, competition." The federal Department of Justice has also noted that "...consumers 100217838.DOCX / Wage generally are best served if market forces determine when and where competitors enter. Regulatory restrictions and conditions on entry tend to shield incumbents from competition and are associated with a range of economic inefficiencies including higher production costs, reduced innovation, and distorted service choices." (Department of Justice Ex Parte, May 10, 2006, FCC MC Dkt 05-311)

{00217838.00a / 10 !Page

In support of this position, that the FCC's 2007 Order preempts 16 NYCRR. §895.5, Frontier notes the following:

• 16 NYCRR §895.5 mandates terms that each municipality must implement in granting a new or renewed cable franchise.

• 16 NYCRR § 895.5(b)(l) provides "That within five years of receipt of all necessary operating authorizations , cable television service will be offered throughout the authorized area to all subscribers requesting service in any primary service area.

MO217838.000( / Ill Page award a competitive franchise within the meaning of Section 621(a)(1)." The FCC order, however, targeted local and not state laws.

• Arguably, the New York build requirements set forth in 16 NYCRR § 895.5 are in conflict with Section 621(a)(1) and are, therefore, . preempted.

• In upholding the FCC's ruling, the Sixth Circuit stated that "while the [FCC] characterized build out requirements as 'eminently sensible' under the prior regime in which cable providers were granted community-wide monopolies, under the current, competitive regime, these requirements 'make entry so expensive that the prospective ... provider withdraws its application and simply declines to serve any portion of the community." Alliance for Crnty Media v. FCC, 529 F.3d 763, 771 (6th Cir. 2008).

o The franchising laws which were being enacted about the time of the FCC order facilitated competitive entrants into the facilities based video market.

o In sharp contrast, the New York statutes mandates individual cities and commissions to include onerous build out schedules which, standing alone, would run afoul of the FCC's order.

It should also be noted that in Minnesota, which has a statutory provisions similar to 16 NYCRR § 895.5, 40 cities have approved a market based approach to build-out requirements for second entrants. Moreover, and there have been two cases in /viinnesota where the Court has recognized that a second entrant where the Court (00217838.DOCX / 11 12IPage could be awarded a competitive franchise without satisfying all the mandates of Chapter 238. See e.g., Mediacom Minnesota, LLC v.City of Prior Lake, Minn. Ct. of Appeals, A09-1379 (Unpublished decision, Filed June 22, 2010). In October 2014, the City of Owatonna awarded a competitive franchise to a second provider, and the franchise did not contain the five year build requirement set forth in Chapter 238. Rather, it contained a market success model expressly endorsed by the FCC. The competitor will provide service to 25 percent of the City of Owatonna and will have no further obligation to enable the provision of cable communications services until 48 percent of households in the footprint subscribe to its service.

Finally, nothing in the FCC's Order on Reconsideration released in January of this year alters the above analysis.

General Manager, New York South: Deb Bogdanski is the general manager overseeing Frontier's New York operations in the Hudson Valley area. She is responsible for overall operations and service metrics for customer service in the Hudson Valley markets, facilitating all Frontier outreach, including sales and customer events. She serves on the Hudson Valley Pattern for Progress Board of Directors, Orange Regional Medical Center Foundation Board of Trustees, and coordinairs local activities, including coordination of volunteers for United Way events, Meals on Wheels, Honor Flight and facilitating donations for many local non-profit organizations.

Senior Vice-President/General Manager, New York: is Elena Kilpatrick with overall

(00217838.130C( / 1) 131Page operations responsibility for the state of New York. She has overall responsibility for the entire operations organization in the New York and is responsible for all customer service and community relations for the state. Elena was formerly the Vice President/general manager for Pennsylvania prior to being promoted to his current position in 2016.

{00217838.000( / 1} 14iPage and Corporate Development at Caribiner International, Inc. Early in his career, Mr. Jureller held increasingly senior financial roles at PepsiCo World Trading Company, Inc., Emcor Group, Inc., and General Electric Capital Corporation. Mr. Jureller began his career in finance at Bankers Trust Company. Mr. Jureller earned a B.S. with Distinction and an M.B.A. in Finance from Cornell University. He sits on the Board of Directors of White Plains Hospital in White Plains, New York and is a member of the hospital's Finance Committee.

Executive Vice President and Chief Customer Service Officer: Cecilia K. McKenney is Executive Vice President and Chief Customer Service Officer, responsible for Frontier Secure, Marketing and Customer Service. She was previously Executive Vice President, Frontier Secure and Administration, responsible for Frontier Secure, Human Resources, Marketing, and Product Development. Before this, she was responsible for Human Resources, Sales Operations, Corporate Communications and Public Relations. She was Executive Vice President, Human Resources and Call Center Sales & Service from February 2008 to May 2012. Ms. McKenney joined the company as Senior Vice President, Human Resources in February 2006. She is a member of the company's Senior Leadership Team and reports to the CEO.

Frontier Secure, a service of Frontier Communications, offers products and services to protect every aspect of digital life, including computer security, cloud backup & sharing, the connected home, identity protection, equipment protection and 24/7 U.S.-based premium technical support. Its products and services are sold nationwide directly to consumers and small businesses, and wholesale through strategic partnerships. Prior to Frontier, Ms. McKenney was Group Vice President of Headquarters Human Resources for the Pepsi Bottling Group, Inc. (PEG) in Somers, New York, responsible for all Human Resources functions supporting PBG's worldwide operations. Her organisation supported PBG's headquarters and call center in addition to providing long-term strategic direction and day-to-day business support for Staff g, Compensntion and Benefits, Diversity, Training, Talent Development and Human Resources Systems.

Prior to Pepsi, Ms. McKenney worked for Mutual of New York and L.P. Rothschild in Human Resource and Management roles. She earned a bachelor's degree in business administration from Franklin & Marshall College and is a Certified Employee Benefits Specialist. {00217838.00CX / 15 [Page Ms. McKenney is a member of The Leadership Council of Franklin & Marshall College and a member of the Board of Directors of The Child Care Council of West Monroe County, Inc. In May 2014, she was honored with the HR Leader Award in the Large Company category at the 2014 Fairfield County HR People of the Year Awards. The awards are given each year by The Southern Connecticut Chapter of the Society for Human Resource Management to rec0gni7E: individuals whose performance and contributionihave significantly benefited their organizations, the Human Resources profession and the community.

Ms. Abernathy served as a Commissioner with the Federal Communications Commission (FCC) from 2001-2005. While a Commissioner, she chaired the Federal-State Joint Board on Universal Service and participated as a U.S. representative in numerous international bilateral and multilateral negotiations, including the 2002 International Telecommunication Union (ITU) Plenipotentiary Conference and the 2003 ITU World Radiocommunication Conference. She was appointed by the ITU to chair the 2004 111J Global Symposium for Regulators.

Ms. Abernathy served on Frontier Communications' board of directors from April 2006 through February 2010. She is currently on the boards of the John Gardner Fellowship Association, which is affiliated with U.C. Berkley, and Stanford University and Children Now. She also serves on the board of ISO New England Inc., the operator of New England's bulk power and wholesale electricity markets. minvammilain 16 I P a g e Ms. Abernathy received her B.A. magna cum laude from Marquette University and her J.D. from Catholic University of America's Columbus School of Law, where she was a Distinguished Practitioner in Residence. She is a member of the District of Columbia Bar and the Federal Communications Bar Association, of which she is a Past-President, and has served as an adjunct professor at Georgetown University Law Center and The Columbus School of Law.

Mr. Nielsen graduated from Harvard College magna cum laude and Phi Beta Kappa. He earned his law degree, cum laude, from Harvard Law School.

F. A statement indicating whether the applicant or any of its principals owns or operates any other cable television system, directly or indirectly, and a statement indicating the name of any such operation(s) and the name and address of the chief executive officer(s) of the franchising anthority(s) in which such system or station is located. Frontier Communications of New York, Inc. operates as a subsidiary of Frontier Communications Corporation.

(002.27838.DOC( / 17 I P a g e directors, officers and employees, including those at Frontier's subsidiaries and affiliates.

Directors:

Pamela D. Reeve, Chairman

Leroy T. Barnes Jr., Director

Peter C.B. Bynoe, Director

Diana S. Ferguson, Director

Edward Fraioli, Director Daniel J. McCarthy, Director

Virginia P. Ruesterholz, Director

Howard L. Schrott, Director

Larraine D. Segil, Director Mark Shapiro, Director

Myron A. Wick, III, Director

Officers:

Chief Executive Officer and President • Daniel McCarthy

Executive Vice President, External Affairs Kathleen Quinn Abernathy

Executive Vice President and Chief Financial Officer John M. Jureller

Executive Vice President, and Chief Custom Office Cecilia K McKenney

Executive Vice President, Field Operations John Lass

Executive Vice President and Chief Technology Officer Steve Gable

Senior Vice President, General Counsel, Secretary Mark D. Nielsen

Executive Vice President and Chief People Officer Kathleen Weslock

Contact information for the members of Frontier's Board of Directors and Management, as well as their profiles, may be found at hun://investor.frontier.comfdirectors.cf and Frontier's Management's profiles found at httn://investor.frontier.comhnanaeement.cfm.

100217838.DOCX / 1) 18 [ P a g e For information concerning the number of shares held by each officer or director of Frontier, please see Frontier Communications Corporation's most recent Form 10-K (along with all other SEC filings) found at: http://investor.frontier.com/sec.cfm.

For information concerning intercompany relationships, including the parent, subsidiary or affiliated companies please see the detailed corporate structure depicted on the attached Exhibit C.

G. A documented plan for financing the proposed system, which plan shall indicate specifically every significant anticipated source of capital and any and all limitations or conditions with respect to the availability of the indicated sources of capital. Frontier's ultimate parent company is Frontier Communications Corporation. Frontier Communications Corporation's most recent Form 10-K (along with all other SEC filings) may be found here: littp://investor.frontier.com/sec.cfm. Frontier Communications Corporation is an S&P 500 company and is included in the Fortune 1000 list of America's largest corporations with reported fourth quarter 2015 revenue of $1,413 million and operating income of $182 million. Frontier does not require any unique or additional funding sources (i.e. special notes or bonds) in order to deploy its Vantage TV service in this, or any other market.

H. A statement indicating whether the applicant or any of its principals (which, in the case of corporation, shall include all officers, directors and persons having a legal or equitable interest in 10 percent or more of the voting stock): I . Has ever been convicted of a crime involving moral turpitude (including criminal fraud) or is presently under indictment charging such a crime. • No. • 2. Has ever been held liable by any court of competent jurisdiction in any civil action based on fraud, deceit or misrepresentation: No. Or

(002.1.7081MaI1} 19 Page 3. Has ever been punished or censured in any jurisdiction for any violation or attempted violation of any law, rule or order relating to cable television operations. No.

If the statement is affirmative with respect to any of the above-mentioned adverse considerations, the applicant should include in the statement of such explanatory material as it deem appropriate.

I. The applicant shall mail a copy of the application to each person that holds an existing • franchise from, or-provides cable service in the municipalities. Such mailing shall be made on or before the date the applicant submits its application to the municipality.

Jack D. P Director, Gov't and External Affairs

Subscribed tiad sworn to before me this Cg I 01 20 I co

MX) C1,0~- 7104 publi My Commission Expires: pi ilat:0-6

(00217838.000%/ 201 Page Exhibit A

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Power On/Of Control Devices Devices with Mode Buttons Rewind or Fast Forward Program

Allow Novigaton betvieen Initiate Program TV Components (RGB. HOMI. Recording Analog, other) Stop Program Play ' Pause Pmgrarn Plciy Start o,- Resume Program Play DVR Jump Forward or Sociword by interval Go to Recorded TV Go to the On Demand Library Programs List

View Online Weather. Return to Previous Sports, Stocks and Menu Screen Traffic

Navigate Channels. Go to Main Menu Menus and Screens Screen Select On-Screen Return to Live iv Option Displcy Program Info Access Applications Screen CifApplicable) Change/Pow Guide Change Volume Up or Down

Mute Audio Go to Interactive Program Guide Screen

Return to Previously Numeric Alpha Text Keypad for Viewed Live TV Channel Channel and Search Functions

Edit Text on the Access the Screen Search Screen Viewing Options

UPGRADE TO THIS WININENG COE4B0

Go to Frontier.com to order.

The Peint Anywhere Remote Control i3 intended and.sold for use only with VanatgeTV receivers. May not be compatible with all entertainment systems or capable of accepting every programming code for other devices. Limited one-year replacement-only waranty. See enclosed User Guide for further information. Go to Fromier.com for details. Technical restrictions apply; may not be available to all customers. 02016 Frontier Communications Corporation. 7/1./1 RNA , C C.714.4-.M4 EL (7.—r_`., rer Fox News Channel 210 MTV 502 Pivot 492 • Fox Sport-.1 651 MTV Hits 509 ReelzChannel 799 Fox Sports 2 652 MTV Live 505 SEC Network 607 MTV Tr3s Smithsonian Channel 118 Adult Only On Demand 956 Freeform 178 3142 Frontier Shopping 1 84 MTV2 504 Unkision Deportes 658 OVR Ape 9999 Frontier Account Manager App 9910 Frontier Shopping 4 429 mh4.1 510 Music Choice Play Vantage TV On Demand FS Carolinas (FS South) 745 5100 Nat Geo W8c1 FS Southeast (SportsSouith) 729 266 535 National Geographic Channel fuse 265 206 NBC Sports Network 640 5StarMAX Fusion FX 129 NBC Universo (Ma mun2) 3609 ActionMAX B36 FX Movie Channel 792 Nick Jc 320 Baby TV 330 EVINE Live 19 1213 Nick Toons Cinemax 832 htSN 6 DOC 318 Prl aka 810) 272 mck2 316 Encore 932 QVC 12 52? Nickelodeon 314 Encore Action 938 WARZ_LP 34 GAC 3033 One America News Network Encore Black 942 WLFL (CW) 22 Galavision 208 641 OWN 170 Encore Classic 934 WNCN (NBC) 17 Goff Channel 173 Oxygen 943 GSN 368 Encore Espanol WRAL (CBS) 5 H2 257 OVC 420 Encore Family 944 WRAY (IND) 30 117 QVC4- 421 Encore Suspense 936 Hallmark Channel WRAZ (FOX) 13 Hallmark Movies & Mysteries 133 RLTV 175 Encore Westerns 940 WRPX DON) 47 450 Science 258 EPIX 891 HEN WTNC (Unitvias) 26 Smile of a Child TV 340 EPIX 2 893 History 256 VITIVD (ABC) 11 SonLife Broadcasting Network 580 EPIX Drive-In 896 I-1LN 203 WUNC (PBS) 4 424 Spike IV 145 EPIX Him 894 HSN WUVC (Univision) 40 3113 hiSh12 425 Sprout 337 ESPN Deposes IFC 797 Sundance TV 798 ESPN Goal Linefleter Beater/ 613 INS? 564 SyFy 151 Bases Loaded 890 Prime Investigation Discovery 260 TBN 550 FIX 647 Jewelry Television 197 1135 112 Fox College Sports -Atlantic 648 A&E 132 Justice Central 166 TCM 790 Fax College Sports - Central 649 AMC 119 Lifetime Television 360 TeenNick 322 Fox College Sports - Pacific 762 American Heroes LMN 362 The Church Channel 565 FS Arizona 259 737 (fka Military Channel) LOGO .183 The Time Life Channel 229 FS Detroit Animal Planet 252 720 MC 70s 5129 The Word Network 575 FS Florida As Seen On TV 37 748 MC 80s 5128 TLC 250 FS Midwest 147 774 AWE (fka Wealth TV) MC 905 5127 TNT 108 FS Prime Ticket 122 776 BBC America MC Adult Alternative 5116 Travel Channel 254 FS San Diego 155 753 BET MC Alternative 5115 truly 164 Southwest 516 772 BET Gospel MC Blues 5146 TV Land 138 FS West 508 744 BET Jams MC Classic Country 5134 T! One 157 F5 Wisconsin 522 Havoc 7V 490 BET Soul MC Classic Rock 5115 tvMall 367 HBO 802 Boomerang 327 MC Classical Masterpieces 5110 Universal 105 181 810 Bravo MC Contemporary Christian 5135 Uplift TV 571 HBO Comedy 650 016 BIN MC Country Hits 5133 USA Network 124 HBO Family HBO Latino 814 BUY TV 228 MC Danoa/EDM 5103 Valu 7V 82 808 Buytt 196 MC Easy binning 5148 Velocity 104 HBO Signature HBO Zone 812 Buylt2 247 MC Gospel 5111 VN1 518 BYU 567 )4E02 804 MC Hip-Flop and R&B 5105 VH1 Classic szo 103 C-SPAN 230 MC Hip-Flop rin,sics 5107 WE 372 FIDNet Movies 231 IndePlex 914 C-SPAN2 MC Hit List 5101 WGN America 180 232 MAX Latino 846 C-SPANS MC Inclie 5104 325 MoreMAX 834 Cartoon Network MC Jazz 5145 515 MovieMAX 842 Centric MC *dz Only! 5124 Chiller 153 MoviePlex 907 MC Light Classical 5150 161 New England Sports Network 711 doo MC Max 5102 AXS TV 102 525 Outdoor Charnel 680 CMT MC Metal 5114 Baby First N 310 CMT Music 527 OuterMAX 844 MC Mexicana 5138 BBC World News 207 CNBC 216 CBS Sports Network 643 RetroPlex 916 MC Musica Urbana 5137 2(72 SHORTS 789 CNN MC Party Favorites 5122 CCTV News (Ike CCTV-9) 3602 140 Showtirne 852 Comedy Central MC Pop & Country 5131 CNBC World 217 456 Showtime Beyond 860 Cooking Channel MC Pop Hits 5121 CNNI (CNN International) 205 Showtime Extreme 858 Crime & Irromtigation Network 163 MC Pop Latino 5136 Destination America 465 Showtime Family Zone 862 Daystar 563 MC R&E Classics 5109 El Rey 466 Showtime Next 864 Discovery Channel . 120 MC R&B Soiil • 5110 ESP NI College Extra 614 Discovery Family (fka The Hub) 335 Showtime Showcase 856 MC Rap 5106 ESPN College Extra 615 Showtime Too 854 Disney Channel 302 MC Reggae 5112 ESPN College Extra 616 growtirrie Women 866 Disney Jr. 306 MC Rodc 5113 ESPN College Extra 617 Sports Time Ohio 735 Disney XD 304 MC Rock Hits 5117 F_SPN College Extra 618 Sportsman Channel 642 DIY Network 454 MC Sngers & Swing 5147 ESPN College Extra 619 134 Start 902 El EntertainmentTelevision MC Smooth Jam 5144 ESPN College Extra 620 602 Start Cinema 908 ESPN MC Soft Rock 5119 ESPN College Extra 621 Start Codittly 910 ESPN Classic 603 MC Solid Gold Oldies 5130 FOX Deposes 3114 ESPN2 606 Starz Edge 904 MC Sounds of the Season 5141 FUNimation (Relaranded to Toku) 484- 604 Start in Black 906 E_SPNews MC Sounctscapes 5143 Life (fka Discovery Fit & Health) 468 605 Start rcds & Family 912 ESPNU MC Teen Beats 5123 Lifetime Real Women 364 Esquire Network 380 Sun Sports 722 MC Throwback Jernz 5108 Military History 276 .EVITN 562 634 ThrillerMAX 838 MC Today's Country 5132 MI33 Network EVVIN Espanol 3077 NASA IV 264 TMC 882 'MC Toddler Tunes 5125 FamilyNet 566 TMC Xtra 884 MC Tropicalm 5139 NBA TV 632 7VG2 672 FM 182 MC 12K 5126 NFL Network 630 World Fishing Network 679 FoodNetwork 452 MGM 116 NHK World 221 YES Network 705 Fox Business Network 211 MSNBC 215 Ovation 385 IF %W2,04:-?"MMATI WitylejE44-tt , ()ALB Strike Zone 635 Arabic Radio & Television (ART) 3732 NFL RedZone 629 CCTV-4 3663 PAC 12 Bay Area 760 Channel One Russia 36.82 PAC 12 Los Angeles 761 01-Zhong Tian 3604 PAC 12 Network 759 ET-Global 11,17 ETNews 3631 GMA Pinoy 3683 MBC America 3643 ,0-rt17" 7. • • -iriACieiliZvitZ.11r2diqi`Ii•T-LT;4•1... - Phoenix North America Chinese 3606 NBA League Pass 1/MIS Direct Kek 631 Channel (Chinese-Mandarin) NBA League Pass 2/MLS Direct Kick 6E2 Rai Italie 3802 Saigon Broadcasting Television NBA League Pass 3/MLS Direct Kick 683 3662 Network (SBTN) NBA League ?ass 4/MLS Direct Kick 684 SET Asia 3704 NBA League Pass S/MLS Direct Kck 685 The Filipino.Channel 3582 NBA League Pass &NILS Direct Kith 686 N Asia 3703 NBA League Pass 7/MLS Direct Kick 687 TV Japan 3680 NBA League Pass 8/64L5 Direct Kxit. 69B TV Polonia 3862 NBA League Pass 9/MLS Direct Kid: 689 1V5MONDE 3832 Zee 1V 3702

Azteca America 3019 Aztecs Corazon 3020 =NM)-ID PPV Events 106 Bandamax Estados Unidos 3146 1VN Event TV 107 Boomerang en Espanol 3053 Canal SUR 3111 Centroamerica TV 3044 Cine Estelar 3124 ALa Carte Cine Latino 3126 Cine Iviexirano 3134 Fox Soccer Plus 653 One Nostalgia 3125 Playboy TV 952 CNN en Espanol 3110 Playboy TV en Espanol 954 De Peficula 3128 De Pelicula Clasico 3129 Discovery en Espanol 3102 Discovery FamiGa 3103 Disney XD en Esparto( lnc2 ForoTV 31 08 Fax Life (8a Utilisirrat 3049 GolIV (Spanish) 656 History en Espanol 3104 HITN 3055 MEGA TV 3008 Mexicanal 3021 Multimediop 3065 Nat Geo Mundo 3101 Nuestra Tele 3026 3018 Pasiones Ritmoson Latino EUA 3149 TBN Enlace USA 3078 Tele N (Pica Latele Novela) 3017 Telefe Internacional 3035 Telehit 3143 Television Dominicana 3047 Television Espanola 3029 tlNovelos 3016 TV Chile 3032 lxrne Kids 3058 Viendo Movi 3132 WAPA America 3013

Get answers 24/7 at Frontier.comihelpcenter or call 1.800.921.8101.

*Channel and programminc availability subjec.t to change without notice. For your most current channel lineup, please visit Frorrtier.com, Channel/content available for viewing in Multiview is based on 1V package and additional programming purchased. 00537SLO_Durham_NC_WEB_021116 Exhibit B

Vantage TV

Ca111.888.481.0526 or 0 Chat Live Taking innovation to the next level The new visual guide offers the option of full screen, Picture-in-Picture enabled view of what is airing now (On Now), earlier (Just Missed) or is coming up (On Next) with one-touch buttons to record. Chbnnel Peeks maintain full screen viewing while "peeking" into other options including: Recent Peek enables a customer to preview and tune to any of the last five channels viewed, DVR Peek enables a customer to preview and tune to any of the last five DVR recordings viewed, Channel and Browse Peek surfaces rich details for On Now, On Next and Just Missed Content and Options Peek enables quick access to settings or fitters

200+

.01.1=11110111 Channels

VantageTm TV Prime Over 200 popular digital channels including National Geographic Channel and NBC Sports, as well as great family programming.

starting at771Month.for 12 months. TV equipment charges apply. 250+

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VantageTm TV Extreme Over 250 popular digital channels including HBO, Cinemax, Fox Sports, our Sports Package and more.

Starting .92/m°"th.for 12 months. TV equipment charges apply. 300+

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- Channel.siartingat124 m,nth—f., 12 months. TV equipment charges apply. VantageTV Exceptional entertainment programming at your fingertips. Crystal clear, 100% digital.

Vantage TV provides the Best in Entertainment Programming. Vantage 1V delivers crystal-clear, 100% digital picture and sound, and with over 300 channels of family favorites, blockbuster movies, and sports, there's a TV package for everyone!

Our most comprehensive package, Ultimate includes 300+ popular digital channels including HBO, Cinemax, Fox Sports and more.

Wireless set-top boxes are available so you can record your favorite shows to watch later, commercial-free. Take it one step further. Your favorite shows go wherever you go? Many of your favorite networks.and shows are available for streaming on mobile devices as part of your TV plan through partner apps and the Vantage TV website. View it on your laptop or computer - never miss a cliffhanger, the winning homerun or season finale! You can also watch thousands of the latest movies, hottest TV shows, and Pay Per View events On Demand! Frontier offers free installation.

Need help? Check out our useful information by visiting the Frontier Helo Center. We're proud to say our Technical and Customer Support teams are available 2417 to answer any additional questions you might have. *The number of channels that can be streamed simultaneously is dependent upon the bandwidth to the home and how your home is provisioned.

"-United-time offer for qualified Frontier residential customers adding new Vantage TV. Service subject to avaitabilky. Monthly DVR and any additional set-top box changes for wired and wireless boxes apply. Limit four wireless set-top boxes per household. a one-time equipment fee of $49 applies per box. TV price guaranteed for 12 months. After 12-month promotional period, then-current everyday monthly price applies arid is subject to change upon 30 days notice. All TV prices, fees, charges, packages. programming, features, functionally and offers subject to change. Minimum system requirements and other terms and conditions apply. Taxes, governmental and other Frontier- imposed stm:harges apply. Offer includes waiver of TV Installation fees. TV activation fee applies. Frontier reserves the right to withdraw this offer at any time. Other restrictions apply. li)2016 Frontier Communications Corporation. httos://frontier.com/VantageTV Exhibit C UPDATED: 4r112010

Frontier Communications Corporation (Delaware)

CIdeans ialecommunicetlene Company of Citizen Teileconurnmicallans Company Chicane Telecomrnunloations Company ClUzene NEWCOM Company (Delaware) California, Inc. al Idaho of innate (Cellforrr lel (Delaware) (Uncials) Means Telecconmunications Company Olken, ITetornmerrioetions Company°, CI zena Te ecommu an one Company i cans Telecommunicallans ompany of Montana • Nebraska al Nebraska Lie or New York, Inc. (Delaware) (Nebraska) (Dafeware l (New Twirl Clezensiratesommunicetions Company Citeens elasonortunteations Company the C kens is econorturdeations ompeny Cfezene Telecommunications Company of Oregon %gala Mountains. Inc. of Uleh al Weil Virginia (Delaware) (Califernta) Delaware (West Virginia) Wizens Mlles Rural Company. Ina, Electric Lightwave NY, LLC Frontier Communications of America, Inc. Frcniler Communications (Delaware) (Delaware) (Delaware) al Autable Valley, Inc, IDelawart, Frontier Corrununkaliona el Indiana LLC Frontier Communications of Mississippi LLC Frontlet Comparnicatione of New York, Inc. Frontier Communkterions of Thenntown LLC (Indiana) • (Mississippi) (NewYork) (Indiana) Frontier Communications Frontier Communications of Sylvan lake, Inc. et Serteca•Oorhern, Frontier Telephone of Rochester, Inc. Navajo Communktellons Company, Inc. (New York) (New lk) (Delaware) Ya (Now Mexico) Frontier Communications of Virginia, Ina. Frontier Mobil LLC Frontier Communlealions SanAces, Inc. Frontier Security Company (Virginia) (Delaware) (Arizona) (Delaware)

Ogden Telephone Company Fthinolander Talecommunkallons, LLC CNzens Tetecommunicalions Company of Nevada Frontier Communications of Rochester. Ina. (New Valk) (Whiconstn) (Delaware) (Nevada)

Rib Lake CebigYar" Phone Trends, Inc. Rhinelander Frontier Directory Tele-Tee Contractors. Inc. (New York) Wisconsin ROAM), Ina. Telephone LLC Smears Company. LLC (New York) (Wisconsin) (Wisconsin) (Delaware)

NeWia) West Holdings LLC Frontier CommtorkostIons of Debwera, Inc. Rib Lake Telecom, Inc. (Delaware) (Delaware) (Wisconsin)

Frontier Southward Frontier liendcos Corp. Frontier ABC LLC Frontier Catifornia Inc. Frontlet Florida LLC (Connecticut) bicartunated (Delaware) (California) (Florida) (Delaware) Thu Southern Now England Telephone Company SNIT America, Inc. Monneallcul) (Connaclkul)

Total Communications, Me. (Conneallcul)

Page 1 liPOATFO: Ot/2010 Frontier Communications CorporaIbn (Delaware?

Front!or Subaldcry Telco LLC (Delaware)

Frontlet Communications — Midland, Inc. Frontlet Commtoticallons — Prairie, Inc. Frontlet Comrounications — Schuyler. Inc. Frantic: Co mmunIcalions — SI. Croix LLC (Minois) (Illinois) (Illinois) (Wisconsin)

Frontier Communications or Conlon, LLC Frontier Communications of DePue, Inc. (Pennsylvania)

Frontier Communications of Minnie. Ino. Frontier CortununIcallons of Iowa. LLC (Illinois) (Iowa)

Fron or Commt.ons Frontlet Communications of Lakeside. Inc, Frontier Communicatlens of Lakewood, LLC Frontier Co tnntunleagans of Michigan. Inc. (11Uncia) (Pennsylvania) ot Lama County, LLC Alabama (New Mexico) Frontier Communications of Minna:tato. Inc. Frontlet Communications of Mondovi LLC Fronita Communicalons of MI. Pulaski. Inc. Frontier Communlestions of Orlon, Inc. (Minnesota) (Wbmonsin) (Illinob) (Illinois)

Frontlet Communicalions Froniler Communications al Oswayo River, U.0 of Pennsylvania, LLC PranUct Co rnmunIcallo no of the South, LLC Frontier Communications orVirequc, LLC (Pennsylvania) (Pennsylvania) (Nevada) (Wisconsin)

Frontier Communications of Wisconsin, LLC ..amaomm Frontier IntoeervIca, Inc. (lAtteoensin) (Delaware)

Paga 2 UPDATED: 4/1/2010

Frontier CoMmonlcallena Carporailon (Delaware)

Cemmonwealth Mane NEV/TEL LLC Telephone Evans Telephone Hairlines, Inc. (Delaware) Enterprises. LLC (Delaware) (Delaware)

•

Cemmomveallh Mena Telecom Cretans DIreciory Commonwealth • Telephone Services Services Company CTE ElervIces, Ino. CTE Holdings, Inc. Telephone Company, INN &Mews Management Company L.L.C. LLC (Penneylvanie) (Pennsylvania) LLC (California) San/lees. Mo. (Delaware) (Delaware) (Pennsylvania) (Pennsylvania)

Citizens Telecommtalcellone Commonwealth CTE Telecom, LLC Company of Communkellon, LLC (Pennsylvania) Tennessee L.L.C. (Delaware) (Delaware)

Mans Frcmiler Commenter:Ions Telecommunketione Coiparethm end Roder CTSL LLC Communications Company of (Penrunaven!a) fainnoeota, LLC at America. Inc. (Delaware) (Delaware)

Clar.one Telecommonicaltone am/ Company of the CU Wayfarer Company LLC Valunlier Effete LLC (Delaware) (Delaware) (89% FTR & FON .4,...,1.1•••••••••••.•=w11411

Page 3 • UPOATEO. 4i1/2010

Frontier Comment=Rens Corporation (Delaware)

Citizens NEWEL LLC Commonwealth Evans Telephone (Delaware) Telephone Erderpdees, Raiding,. Inc. LLC (Delaware) (Delaware)

•••••••••.14••••••••LOINAMMIMMILISCIOT

Cities= Telecom Commonwealth Citizen, Directory Commonwealth Services Telephone Management CTE Senelcos, Inc. Services Company LLC CTE Holdings. Mo. Telephone Company, GVN Services Company L.L.C. Services. Inc. (Pennsylvania) (Pennsylvania) (Delaware) LLC (CetitornIa) (Delaware) (Pennsylvania) (Pennsylvania) 1 .1

Mane Telecommunications Commonweellh CIE Telecom, 1.1.0 Company of Tennessee Conunurecation, LLC 1 (Panneylventa) L.L.C. (Delaware) (Delaware)

ClEzsna Frontier Communicalione nieraffltritl rdceitons Corporallon and Frontier CTRL LLC --,, Company of Mirmesole. Correnunloalloro (Pennsylvania) LLC or America. Inc. (Delaware) (Delaware)

Citizens TelecommunIcaliona Company of the Volunteer Siete LLC Cu Wireless Company LLC (Delaware) (Delaware) (e% FIR d 1% FCA)

Page 4 UPDATED' 41112013

Frontier Commurdostions Corporation (Delaware)

Frontier t* Frontlet Communloatrona Frontier CornrnunIcelione Communications ILEC Corporate amines Deena and Long Holdings LLC Inc. Distance tna. (Delaware) (Ds/aware) (Delaware)

4N Frontier Frontier Frontier Frontier Weal Virginia Communications of Frontier Midstales Inc. Communications Commurdoetions of Frontier North Ina. '41 Inc. (Wisconsin) the Southwest Ina. (Georgia) Northwest Ina. the Carolinas LLC (Weal Virginia) (Delaware) (Delaware) (Washington)

Page 5 UPDATED: 41117010

Frontier Communications Corporations (Delaware)

Citizens Louisiana Citizens Pennsylvania Accounting Company Company LLC (Delaware) (Delaware)

Page 6 UPDATED: UEZCI 10

Frontier Communications Corporation (Delaware)

Citizens Capital Clitens SERP Cu capital LLC Frontier Techa cry, Inc. Ventures Administration Company Carp. (Delaware) (Delaware) (Delaware) (Delaware)

NCC Systems. Inc. (Texas)

,TITOPI,LTISITZRZSE.Tr, 11319.1¢1

Page 7 CABLE FRANCHISE AGREEMENT

This nonexclusive Cable Franchise Agreement (hereinafter the "Franchise") is made and entered into effective on the day of 2016, by and between the Village of Montgomery, New York, ("Village") and Frontier Communications of New York, Inc. ("Frontier") a New York corporation. RECITALS WHEREAS, pursuant to 16 CRR-NY 895.1, Frontier's technical ability, financial condition, and character were considered and approved at a public proceeding affording due process and in accordance with the Village's applicable code on 2016; WHEREAS: the Villa& is authorized to grant and renew cable franchises for the installation, operation, and maintenance of cable television systems and otherwise regulate cable communications services within the Village boundaries by virtue of federal and state statutes, by the Village's police powers, by its authority over its public rights-of- way, and by other Village powers and authority; WHEREAS, the ViN7e and Frontier ("Parties") recognize that Frontier is the second cable provider to apply for a Franchise in the Village, and will be competing with a long standing incumbent, therefore, this franchise is specifically designed to promote such competition. Therefore, the parties agree that Frontier's plans for constructing and operating the cable television system were found adequate and feasible in accordance with the Village's applicable code, the rules and regulations of the NYSPSC, and the FCC; WHEREAS, by resolution of the Village dated the day of 2016 ("Effective Date"), the Village has granted a non-exclusive cable television franchise to Frontier, and authorized the to execute this Franchise Agreement with Frontier upon the terms hereinafter set forth; WHEREAS, this Franchise Agreement complies with the franchise standards required by the New York State Public Service Commission (hereinafter "NY SP SC") and the Cable Consumer Protection Act of 1992 and are subject to the review and approval of the NYSPSC. WHEREAS, Frontier desires to provide cable communications services and to construct, operate and maintain a cable television system within the Village; and, WHEREAS, the Village, after due consideration hereby finds that it would serve the public interest of the citizens of the Village to approve granting Frontier this Franchise to construct, operate and maintain a cable television system within the Village subject to the terms and conditions hereinafter set forth.

{00220859.878 / 1) AGREEMENT NOW, THEREFORE, in consideration of the terms and conditions contained herein, Frontier and the Village hereby mutually agree as follows: 1. Definitions. For the purpose of this Franchise, the following terns, phrases, words, abbreviations, and their derivations shall have the meaning given herein. When not inconsistent with the context, words used in the present tense include the future; words in the plural include the singular and words in the singular include the plural. The word "shall" is always mandatory and not merely directory. A. "Act" shall mean the Communications Act of 1934, including the Cable Communications Policy Act of 1984, as amended by the Cable Television Consumer Protection and Competition Act of 1992, and the Telecommunications Act of 1996. B. "Cable Television System" shall have the same meaning as in Section 602 of the Act. C. "Cable Service" shall have the same meaning as in Section 602 of the Act. D. "Gross Revenues" shall mean all revenue of any kind or nature, less related bad debts up to a maximum of two percent (2 %) annually of such rack, credits and property received directly or indirectly by Frontier, its affiliates, subsidiaries, parent and any person. firm or corporation in which Frontier has a financial interest or which has a financial interest in Frontier, arising from or attributable to Frontier's operation of its Cable System to provide Cable Services (as defined from time to time by applicable federal law) within the Village, including, but not limited to: a. Revenue from all charges for services provided to Subscribers b. Revenue directly derived and attributable to the sale of commercial advertising upon the Cable System; c. Revenue from all charges for the leased use of studios; Revenue from all charges for the use of or lease of leased access channels. e. Monthly recurring Revenue from all charges for the installation, removal, connection and reinstatement of equipment necessary for a Subscriber to receive Cable Services; f. Revenue from the sale, exchange, use or cablecast of any programming developed for community use or institutional Users. "Gross Revenues" shall not include taxes or fees (except the Franchise Fee) collected by Frontier on behalf of any governmental authority; any increase in the value of stock, security or asset; any surcharges for underground conversion of cable plant costs; any increase in the value of any stock, security or asset; the value of complimentary service provided to Frontier's employees and as Fequired -by -the Village Code or any Franchise; and dividends or other

{00220859.RTF /1) distributions made in respect of any stock or securities; or value received by a Frontier or any of its affiliates through cooperative advertising. "Gross Revenues" shall not include cash, credit, property of any kind or nature, or other consideration received by Frontier's affiliates or any person, firm or corporation ("Related Person") in which Frontier has a financial interest or which has financial interest in a Franchisee for any sales of advertising on the Cable System, services to provide programming on the Cable System, production services, and other services which are Cable Services when such services are provided by a Related Person, which has all the following characteristics: the Related Person is a separate legal entity. with separate employees, with separate financial records (which may be part of consolidated financial reporting records), and a separate mission; it makes payments to Frontier which meet market standards for the services and industries involved, even if it does not offer and provide its services to persons other than Frontier in the same industry as Frontier; and it was established for valid business purposes and not with the intent and purpose of circumventing payment of Franchise Fees on Gross Revenues. Nothing contained in this exclusion from Gross Revenues shall be interpreted to exclude from Gross Revenues such cash, credit, property of any kind or nature or other consideration which would be considered Frontier's Gross Revenues derived from the operation of the Cable' System to provide Cable Services under the Cable Act. Except for Gross Revenue from such sale of advertising on the Cable System, services to provide programming on the Cable System, production services, or telecommunication services which are Cable Services received by such Related Person, this paragraph shalt not exclude from Gross Revenues any source of Gross Revenues, which an existing Franchisee itself is receiving at the time it is granted a Franchise under this provision. E. "Person" shall mean any person, firm, partnership, association, corporation, company or organization of any kind other than the Village. F. "Service Area(s)" shall mean those areas where Frontier intends to provide Cable Service within the Village as specifically designated from time-to-time by Frontier in accordance with Section 3(B) below. G. "Street and Public Right-of-Way" shall have the meaning set forth in applicable Village Code or rules, as defined below. H. "Subscribe?' shall mean an authorized recipient lawfully receiving Cable Television Service. I.' ' "Village Code' shall mean the code, rules and regulations adopted by the Village, from time-to-time. J. "Reasonable Notice" shall mean the following: Unless otherwise defined herein, reasonable notice means the delivery of written notice to the other party at least thirty (30) days prior to the action proposed of the alleged defect, situation or default. In the event of any emergency that poses an immediate risk of harm to the health. Safety, welfare or property of the residents of the Village, reasonable notice shall be construed to mean written or verbal notice of the action, condition or defect or situation as soon as practicable under the circumstances.

(00220859.RTF i 1) K. "Qualified Living Unit" means a living unit which meets the minimum technical qualifications defined by Frontier for the provision of Cable Service and is located within 4,000 cable feet of an activated RT. A living unit receiving a minimum of 25Mbps downstream generally will be capable of receiving Cable Service subject to Frontier performing certain network grooming and conditioning. For purposes of this definition of Qualified Living Unit, "network grooming and conditioning" means evaluating existing infrastructure and making improvements to allow greater data throughput.

L, . "Standard Drop" includes the installation of one cable box and video service on up to four TV sets. A standard drop shall exclude custom installation work, which shall include but not be limited to extensive asphalt construction, concrete jacking and specific customer requested work that requires non-standard inventory or cable routing. M. "Multiple Dwelling Unit" or "M.D.U." means any adjacent building(s) such as apartments under common ownership containing more than four dwelling units used as living quarters. N. "Remote DSLAM or RT" means a Digital Subscriber Line Access Multiplexer installed by Frontier and is capable of providing Cable Service to Subscribers. Section 2. Grant of Franchise The nonexclusive Franchise is hereby granted to Frontier for the Term of fifteen (15) years ("Term"), and subject to the terms, conditions, and limitations hereinafter stated, to use the streets or public rights of way of the Village now or hereafter laid out or dedicated, and all extensions thereof, and additions thereto, to construct, erect, operate and maintain in, upon, along across, above, over, and under the aforementioned streets and/or public rights-of-way in the Village, wires, cables, underground conduits, manholes, and other conductors and fixtures necessary for the maintenance and operation in the Village of a Cable Television System for the reception, sale, and distribution of Cable Service and for any and all other lawful purposes. Section 3. Area of Operation A. Subject to the lawful exercise of the police power heretofore or hereafter granted to the Village, Frontier shall have the right to construct, operate, and maintain, in, on, along and under the Streets and Public Rights of Way of the Service Area of the Village, wires, cables, remote terminal cabinets, underground conduits, manholes, and other conductors and figures res necessary for the maintenance and operation in the Village of a Cable System at such locations designated by Frontier. Frontier shall construct and maintain its cable system using material of good and durable quality and that all the work involved in the construction, installation, maintenance and repair of the cable system ghtill be performed in a safe, thorough and reliable manner. B. Frontier shall comply with the requirements contained in Section 895.5 of the rules of the NYSPSC. Frontier will extend its Cable Service as described on Exhibit A attached hereto. Frontier shall not deny service to any resident of the Village based upon age, race creed, color, sex, national origin or income level of the residences in their local

(1202201159.RTF / area. Except where Frontier is unable to obtain required easements. Frontier may extend cable service to any Qualified Living Unit within the Service Area that Frontier chooses to construct to, upon the request of a potential subscriber at its then-prevailing installation charge for such service. An activated service area is a geographical location or subdivision in which Frontier is already providing cable services to Qualified Living Units. C. In cases of new construction or property development where utilities are .to be placed underground, the developer/property owner shall give Frontier reasonable notice of such construction or development, and of the particular date on which open trenching will be available for grantee's installation of conduit and/or cable. Frontier shall also provide specifications as needed for trenching. Costs of trenching and easements required to bring Cable Service to the development shall be borne by the developer/property owner, unless agreed to otherwise between Frontier and developer. D. Frontier's use of Village rights-of-way shall be subject to all rules and policies adopted by the Village from time to time. Section 4. Acceptance; Effective Date A. After the Village has taken final action to approve the granting of this Franchise, Frontier will file its acceptance with Village by countersigning this Franchise. Such acceptance will acknowledge that Frontier agrees to be bound by and to comply with the provisions contained herein. B. The Franchise granted herein will take effect and be in full force from and after final passage by the Village, subject to the acceptance provided in paragraph A above and shall continue in full force and effect throughout the Tema. Section 5. Conditions on use of Streets and Roads A. Trimming/Cutting Trees. Frontier, upon consultation with the Village, shall have the right to trim and keep clear of its poles, wires, cables, underground conduits, manholes and other conductors and fixtures, the trees in and along the Streets. In the exercise of such right, Frontier shall not cut or otherwise injure any trees to any greater extent than is reasonably necessary. B. Restoring Streets. Frontier shall restore, reconstruct, or repair any Street and Public Right-of-Way, and any sewer, gas, effluent, water main, pipe, or fire alarm: disturbed, or• destroyed by the exercise of any right granted to Frontier by this Franchise in accordance with applicable Village Code as amended. In the event that the Village determines that Frontier has not made such restoration, reconstruction or repair in a reasonably Satisfactory manner, the Village, after giving Frontier notice and opportunity to correct such failure, Shall have the right to carry out such restoration. reconstruction or repair) and Frontier shall reimburse the Village in full for all reasonable expenses incurred by the Village in carrying out all or part of such restoration, reconstruction or repair.

{00220859.RTF /1.} C. Safety. Frontier shall at all times employ ordinary care and shall install and maintain in use commonly accepted methods and devices for preventing failure and accidents which are likely to cause damage, injuries, or nuisances to the public. All structures and all lines, equipment, and connections in, over, under, and upon the Streets, shall at all times be kept and maintained in a safe, suitable, substantial condition, and in good order and repair. Frontier shall construct its Cable System using materials of good and durable quality, and all work involved in construction, installation, maintenance and repair shall be performed in a safe, thorough, and reliable manner. D. Compliance with Applicable Laws. Frontier shall install and maintain its wire, cables, fixtures, and other equipment in accordance with applicable Village Code, as amended, any building codes, or other construction standards imposed by the Village, and the applicable sections of the National Electric Safety Code as revised during the Term and in such manner as shall not interfere with any installations of the Village or of any public utility serving the Village. E. Temporary Moving of Wires. Frontier shall, on the request of any Person holding a building-moving permit issued by the Village, temporarily relocate Facilities to permit the moving of buildings, water, effluent or sewer lines, or Streets and/or Public Rights of Way. The expense of such relocation shall be paid by the Person requesting the same, and Frontier shall have the authority to require such payment. Frontier shall be given not less than five (5) business days' notice to arrange for such relocation. F. Inspection. The Village shall have the right to inspect all construction or installation work performed in, over, under and upon the Streets, subject to the provisions of this Franchise and make such inspections as it shall find necessary to insure compliance with the terms of this Franchise. G. Location of Distribution Lines-Poles/Underground Cable. No poles or structures shall be erected by Frontier without prior approval of the Village, through its established permit procedure pursuant applicable Village Code, as amended. Location of any pole, or structure shall be removed or modified by Frontier whenever the Village determines that the public health, safety and welfare would be negatively affected. If the Village requires the removal or relocation of part of the Cable Television System, such removal or relocation shall be solely at Frontier's expense. H. Moving of Frontier Property. Frontier will, upon reasonable notice from the Village, protect, support, temporarily disconnect or relocate its property in the Street or Public Right-of Way when required by the Village or State by reason of traffic conditions, public safety, street closing or abandonment, highway or street construction, change or establishment of street grade, or any other types of structures or improvements. The Village shall bear the cost to the extent such request for relocation or disconnection is for aesthetic purposes.

(00220859.RTF /11 Section 6. Construction and Operation A. All working facilities, conditions, and procedures, used or occurring during construction and maintenance of the Cable Television System shall comply with the standards of the Occupational Safety and Health Administration. C. Construction, installation and maintenance of the Cable Television System Rhail be performed in an orderly and workmanlike manner, and in close coordination with public and private utilities serving the Village following accepted construction procedures and practices and working through existing committees and organizations. D. Any antenna structure used in the Cable Television System shall comply with construction, marking and lighting of antenna structures required by the United States Department of Transportation. Frontier shall obtain a special use permit from the Village prior to the installation of any such antenna structure. E. Frontier will not intentionally interfere with television reception of person not served by Frontier, nor will the Cable Television System interfere with, obstruct or hinder in any manner, the operation of the various utilities serving the residents within the confines of the Village. Specifically, Frontier shall not interfere, obstruct or hinder in any manner, the Village's communications systems, water system, sewer system, fire department system, police department system, public works systems or court system. F. Frontier shall not be required to make cable service available to residents of an M.D.U. project until a mutually acceptable agreement granting Frontier access to the M.D.U. has been executed and delivered by Frontier and the property owner. G. Frontier will at all times fully comply with all Village requests regarding work within the Village rights-of-way. H. Once Frontier activates any Qualified Living Units within the Service Area, Frontier shall not be allowed to deactivate Cable Service availability without the consent of the Village, which shall not be unreasonably withheld, provided however, Frontier may discontinue service at the requests of a Subscriber, or upon non- payment of a bill for cable services by Subscriber after proper notice. Section 7. Customer Service Frontier shall obtain and maintain sufficient telephone lines and staffing so as not to delay unreasonably the answering of any telephone call for the purpose of receiving and responding to cable television subscriber complaints, and shall adjust its staffing„ as necessary, with respect to special events which may reasonably be expected to increase call volume. In any event, Frontier shall comply at all times with the customer service provisions set forth in 47 Code of Federal Regulations Part 76309, as well as Parts 890 & 896 of the rules and regulations of the NYSPSC.

(002208.59.RTF / 1) Section 8. Channel Capability Frontier shall use reasonable effort to provide a minimum of two hundred (200) channels. Frontier shall provide broad categories of services. Suggested broad categories of video programming are: 1. Educational prop g; 2. News and information; 3. Sports programming; 4. General entertainment (including movies); 5. Children's programming; 6. Family programming; 7. Culture and performing arts; 8. Science/documentary; 9. Weather information; 10. Ethnic programming; and, 11. Governmental affairs. Frontier shall carry the signals of local broadcast stations in the New York City Metropolitan area that have indicated to Frontier their "must carry" designation as well as broadcast stations that have executed "retransmission consent" agreements with Frontier in accordance with FCC regulations and federal law.

(00220859.RTF / 1) Section 10. Insurance

1.Workers' Compensation Insurance with statutory limits as required in the state(s) of operation. Employer's Liability insurance with limits of not less than $1,000,000 each accident for Bodily Injury by Accident, $1,000,000 each employee for Bodily Injury by Disease, and $1,000,000 policy limit for Bodily Injury by Disease.

Each Occurrence: • - $1,000,000 General Aggregate Limit: $2,000,000 Products-Completed Operations Aggregate Limit: $1,000,000 Personal and Advertising Injury Aggregate Limit: $1,000,000

4. The insurance limits required herein may be obtained through any combination of primary and excess or umbrella liability insurance. Frontier shall forward to the Village certificate(s) of insurance upon execution of this Franchise and upon any renewal of such insurance during the term of this Franchise. The certificate(s) shall indicate that (1) the Village, its officers and employees are named as additional insured(s) as their interest may appear with respects to the general liability insurance policy; (2) thirty (30) days' prior written notice of cancellation of the policy(ies) qhall be provided to the Village; and (3) coverage is primary and non-contributory to any other valid and collectible insurance maintained by the Village.

Section 11. Unauthorized Connections or Modifications A. ' It is Unlawful for any person to make any connection, extension, or division whether physically, acoustically, inductively, electronically, or otherwise with or to any segment of the Cable Television System for any purpose whatsoever, without the express consent of Frontier. B. It is unlawful for any person to willfully interfere, tamper, remove, obstruct, or Tuage any part, segment or content of the Cable Television System for any purpose whatsoever.

(00220859.RTF / 1) C. Any person convicted of a violation of this section will be subject to the maximum penalty allowed by Federal, State and local law. The Village agrees to cooperate with Frontier in the prosecution of any such violations. Section 12. Franchise Fees and Taxes A. Frontier will pay to the Village quarterly, within sixty (60) days following the end of each quarter, an amount equal to five percent (5%) of Frontier's quarterly Gross Revenues ("Franchise Fee"). The Franchise Fee will be deemed to reimburse the Village for the rights granted herein•and/or all costs of regulation and administration of the Franchise. B. In the event the five percent (5%) limitation on Franchise fees imposed by the terms of the Act is raised by Congress or the FCC, the Village shall have the right to raise the percentage charged under this section, at its discretion. up to the amount of the limit, upon giving Frontier ninety (90) days' notice prior to the effective date of the increased Franchise Fee. C. Notwithstanding any provision to the contrary, Frontier shall, in addition to the Franchise Fee described above, pay the required charges, taxes and fees lawfully established in a code or ordinance properly adopted by the Village. Frontier shall be entitled to pass such fees, taxes and charges directly to its subscribers in the Village. D. In the event the Village constructs or establishes Village owned and occupied facilities in the Frontier Service Area, including but not limited to police, fire, government offices, or recreation facilities, Frontier shall install and provide Frontier Cable System services to said facilities at no cost to the Village. E. Each franchise fee payment will be accompanied by a report setting out in detail the basis for the computation of the payment At the sole discretion of the Village, the accuracy of the report may be independently audited by an entity appointed by the Village at the Villa.ge•'s expense. ' However, in the event the audit concludes that Frontier's payments hereunder were underpaid by an amount greater than 5% of the proper payment, then Frontier shall reimburse the Village for the cost of the audit up to $7,500. Any amounts underpaid shall be paid annually on or before the 31st day of March each year.

Section 13. Rates. All of Frontier's rates and charges shall be published (in the form of a publicly- available rate card) in accordance with applicable State and Federal law, and shall be nondiscriminatory as to all persons and organizations of similar classes, under similar circumstances and conditions. Frontier shall apply its rates in accordance with governing law, with similar rates and charges for all subscribers receiving similar cable service, without regard to race, color, familial, ethnic or national origin, religion, age, sex, sexual orientation, marital, military or economic status, or physical or mental disability, or geographic location in the Franchise are& Nothing herein shall be construed to prohibit Frontier from: (1) The temporary reduction or waiving of rates or charges in conjunction with valid promotional campaigns of one (1) year or less;

(00220859.0F/1} (2) The offering of reasonable discounts to senior citizens or economically disadvantaged citizens; (3) The establishment of different and nondiscriminatory rates and charges and classes of service for commercial customers, as well as different nondiscriminatory monthly rates for classes of commercial customers as allowable by federal law and regulations; or (4) The establishment of different and nondiscriminatory rates and charges for residential Subscribers as allowable by federal law and regulations. Section 14. Public, Education, and Government Channels Frontier will comply with all aspects of 16CRR-NYVIII B 895.4 of the rules and regulations of the NYSPSC, including provision of one (1) channel for public, education and government programming. Section 15. Records and Reports A. Copies of all petitions, applications and communications submitted by Frontier and directly • related• to Frontier's Franchise to the Federal Communications Commission, Securities and Exchange Commission, the NYSPSC or any other agency having jurisdiction in respect to any matters affecting cable television operations authorized pursuant to this Franchise, shnli be submitted to the Village upon written request. B. The Village shall have the right, at its own expense, no more than one (1) time during any calendar year, and upon at least ten (10) working days prior written notice) to inspect at Frontier's offices during normal business hours, all books and records directly related to Frontier's Franchise Fee and Frontier's applicable tests provided to the FCC. To the extent such information is protected by State or Federal law, the Village will not disclose to the public or to competitors of Frontier any commercial or financial information reviewed by the Village pursuant to this Franchise Agreement. Section 16. Franchise Renewal Any renewal of this Franchise shall be in accordance with the renewal provisions of the Cable Act and the rules of the NYSPSC as may be codified at the time of the renewal and any relevant provisions of the Village Code, as amended. Section 17. Transfer of Franchise Frontier shad not transfer this Franchise to another party, person, or entity, except to a company controlling, controlled by or under common control with Frontier, without complying with the provisions of in the Cable Act and the rules and regulations of the NYSPSC. Section 18. Termination; Cancellation A. In addition to all other rights and powers pertaining to the Village by virtue of this Franchise or otherwise, the Village reserves the right, after reasonable notice to Frontier and after

(00220859.RTF / 1} reasonable opportunity of Frontier to cure any alleged Franchise Violation, to terminate and cancel this Franchise and all rights and privileges of Frontier hereunder in the event that Frontier: (i) Willfully fails to reasonably carry out any provision of this Franchise or any rule, order, or determination of the Village pursuant to this Franchise. (ii) Becomes insolvent, unable or unwilling to pay its debts, or is adjudicated bankrupt. B. Such termination and cancellation shall be by resolution duly adopted after sixty (60) dayS' notice to frontier and shall in no way affect any of the Village's rights under this Franchise or any provision of law. Section 19. Force Majeure With respect to any provision of this Franchise, the violation or noncompliance with any provision of this Franchise, which could result in the imposition of financial penalty, forfeiture or other sanction upon such violation or noncompliance shall be excused where such violation or noncompliance is the result of Acts of God, war, civil disturbance, strike, or other events, the occurrence of which was not reasonably foreseeable by Frontier and is beyond Frontier's reasonable control. Section 20. Miscellaneous A. The right is hereby reserved by the Village to adopt, in addition to the provisions contained herein and in existing applicable resolutions, such additional regulations, as it shall find to be in the best interests of the Village. B. If any section, subsection, sentence, clause, phrase or portion of the Franchise is for any reason held invalid or unconstitutional by any court of competent jurisdiction such portion shall •be deemed a separate, distinct and independent provision and such holding shall not affect the validity of the remaining portions hereof. C. Frontier its successors and assigns shall at all times save and keep harmless and fully indemnify the Village, its officers, agents, servants, and employees from and apinst any and all loss, liability, suits, damages, costs, charges, legal fees and expenses in any manner arising from the construction, repair extension, maintenance or operation of their equipment of any kind or character and from any negligence, fault, or misconduct on the part of Frontier, its officers, agents, servants and employees or by reason of any act done or omitted to be done in the premises of said Village. D. Village acknowledges that acceptance of the terms and conditions of this Franchise will not constitute, or be deemed to constitute, a waiver, either expressed or implied, by Frontier of any constitutional or legal right which Frontier may have or may be subsequently determined to have, either by current or subsequent legislation or court decisions. The Village acknowledges that Frontier hereby reserves its rights under applicable Federal and State constructions and law.

(00220859.RM /1) E. This Franchise shill be governed by the laws of the State of New York. F. Any controversy or claim arising out of or relating to this Cable Franchise Agreement, or the breach thereof: shall be settled by arbitration before a single arbitrator in accordance with the New York Uniform Arbitration Act, 78-3Ia-101, et. seq., with the arbitration proceeding being administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. G. All notices or correspondence to be served upon the Village or Frontier by the other Party shall be in writing and delivered by first class mail, postage prepaid or by facsimile or by a national express mail service. H. The terms of this Franchise are subject to the approval of the NYSPSC. Frontier shall make all necessary applications to the Federal Communications Commission and the NYSPSC within sixty (60) days from the date the Village approves this Franchise. Notices or correspondence to the Village shall be addressed as follows: Village of Montgomery With a copy to: , Village Attorney Notices or correspondence to Frontier shall be addressed as follows:

FRONTIER COMMUNICATIONS OF NEW YORK, INC.

Dated: ,2016 By: Its:

STATE OF ) SS COUNTY OF

The foregoing instrument was acknowledged before me this day of 2016, by the of Frontier Communications of New York, Inc., a New York corporation, on behalf of the corporation.

Notary Public Commission Expires

VILLAGE OF MONTGOMERY, NEW YORK

By: Its: Mayor ATTEST:

Its: Village Clerk

(03220859.RTF /1} EXHIBIT A SERVICE AVAILABILITY

(I) Initial Build out. No later than the second anniversary of the Effective Date of this Franchise, Frontier shall be capable of serving a minimum of thirty-five percent (35%) of the Village's households with Cable Service, provided, however, Frontier will make its best efforts to complete such deployment within a shorter period of time. This initial minimum build-out commitment shall include a significant number of households below the median income in the Village. Village shall provide detailed maps of such areas. Nothing in this Franchise shall restrict Frontier from serving additional households in the Village with Cable Service.

(2) Periodic Meetings. In order to permit the Village to monitor and enforce the provisions of this section and other provisions of this Franchise, Frontier shall, upon demand, promptly make available to the Village maps and other documentation showing exactly where within the Village Frontier is currently providing Cable Service. Frontier shall meet with the Village at least annually to demonstrate Frontier's compliance with the provisions of this section concerning the deployment of Cable Services' in 'the Village including, by way of example, the provision of this section in which Frontier commits that a significant portion of its initial investment will be targeted to areas below the median income within the Village, and the provisions of this section that prohibit discrimination in the deployment of Cable Services. In order to permit the Village to monitor and enforce the provisions of this section and other provisions of this Franchise Ordinance, Frontier shall, commencing October 2016, and continuing throughout the term of this Franchise, meet at least annually with the Village and make available the Village the following information: -

(a) The total number of Qualified Living Units throughout the Village;

(b) A list of the public buildings and educational institutions capable of receiving Cable Service from Frontier.

(00220859.RTF / 1} than two (2) years after that meeting (a total of 75% of the total households). This additional build-out based on market success shall continue until substantially every Qualified Living Unit in the Village is served.

II:10220859.0F / ly ATTACHMENT 11-3 4 Julianna L Parmenter

From: Julianna L Parmenter Sent Thursday, September 22, 2016 11:45 AM To: [email protected] Cc: Peter J. Glennon Subject Frontier - NY Video Franchise - Redline and Clean Franchise Agreement - Village of Montgomery Attachments: Montgomery Village - Frontier - Franchise Agmt (clean)(9 22 2016).docx; Montgomery Village - Frontier - Franchise Agmt (redline)(9 22 2016).docx

Dear Mr. Dowd,

Attached are the redline and clean versions, in Word format, of the Frontier Franchise Agreement for the Village of Montgomery.

If you have any questions or would like to discuss the agreement further, please feel free to contact Mr. Glennon at PGIennonPGIennonLawFirm.com or (585) 210-2150.

Sincerely,

Julianna L. Parmenter Paralegal

THE GLENNON LAW FIRM P.C. PROFESSIONAL REPRESENTATION

The Glennon Law Firm, P.C. 160 Linden Oaks Rochester, New York 14625 Tel: 585-210-2150 www.GlennonLawFirm.com JParmenter0GlennonLawFirm.com

1 CABLE FRANCHISE AGREEMENT Village of Montgomery This nonexclusive Cable Franchise Agreement (hereinafter the "Franchise") is made and entered into effective on the day of October2016, by and between the Village of Montgomery, New York, ("Village") and Frontier Communications of New York, Inc. ("Frontier") a New York corporation. RECITALS WHEREAS, pursuant to 16 CRR-NY 895.1, Frontier's technical ability, financial condition, and character were considered and approved at a public proceeding affording due process and in accordance with the Village's applicable code on October 2016; WHEREAS, the Village is authorized to grant and renew cable franchises for the installation, operation, and maintenance of cable television systems and otherwise regulate cable communications services within the Village boundaries by virtue of federal and state statutes, by the Village's police powers, by its authority over its public rights-of- way, and by other Village powers and authority; WHEREAS, the Village and Frontier ("Parties") recognize that Frontier is the second cable provider to apply for a Franchise in the Village, and will be competing with a long standing incumbent, therefore, this franchise is specifically designed to promote such competition. Therefore, the parties agree that Frontier's plans for constructing and operating the cable television system were found adequate and feasible in accordance with the Village's applicable code, the rules and regulations of the NYSPSC, and the FCC; WHEREAS, by resolution of the Village dated the day of October 2016 ("Effective Date"), the Village has granted a non-exclusive cable television franchise to Frontier, and authorized the to execute this Franchise Agreement with Frontier upon the terms hereinafter set forth; WHEREAS, this Franchise Agreement complies with the franchise standards required by the New York State Public Service Commission (hereinafter "NY SP SC") and the Cable Consumer Protection Act of 1992 and are subject to the review and approval of the NYSPSC. WHEREAS, Frontier desires to provide cable communications services and to construct, operate and maintain a cable television system within the Village; and, WHEREAS, the Village, after due consideration hereby finds that it would serve the public interest of the citizens of the Village to approve granting Frontier this Franchise to construct, operate and maintain a cable television system within the Village subject to the terms and conditions hereinafter set forth.

1 AGREEMENT NOW, THEREFORE, in consideration of the terms and conditions contained herein, Frontier and the Village hereby mutually agree as follows: 1. Definitions. For the purpose of this Franchise, the following terns, phrases, words, abbreviations, and their derivations shall have the meaning given herein. When not inconsistent with the context, words used in the present tense include the future; words in the plural include the singular and words in the singular include the plural. The word "shall" is always mandatory and not merely directory. A. "Act" shall mean the Communications Act of 1934, including the Cable Communications Policy Act of 1984, as amended by the Cable Television Consumer Protection and Competition Act of 1992, and the Telecommunications Act of 1996. B. "Cable Television System" shall have the same meaning as in Section 602 of the Act. C. "Cable Service" shall have the same meaning as in Section 602 of the Act. D. "Gross Revenues" shall mean all revenue of any kind or nature, less related bad debts up to a maximum of two percent (2 %) annually of such cash, credits and property received directly or indirectly by Frontier, its affiliates, subsidiaries, parent and any person. firm or corporation in which Frontier has a. financial interest or which has a financial interest in Frontier, arising from or attributable to Frontier's operation of its Cable System to provide Cable Services (as defined from time to time by applicable federal law) within the Village, including, but not limited to: a. Revenue from all charges for services provided to Subscribers b. Revenue directly derived and attributable to the sale of commercial advertising upon the Cable System; c. Revenue from all charges for the leased use of studios; d. Revenue from all charges for the use of or lease of leased access channels. e. Monthly recurring Revenue from all charges for the installation, removal, connection and reinstatement of equipment necessary for a Subscriber to receive Cable Services; f. Revenue from the sale, exchange, use or cablecast of any programming developed for community use or institutional Users. "Gross Revenues" shall not include taxes or fees (except the Franchise Fee) collected by Frontier on behalf of any governmental authority; any increase in the value of stock, security or asset; any surcharges for underground conversion of cable plant costs; any increase in the value of any stock, security or asset; the value of complimentary service provided to Frontier's employees and as required by the Village Code or any Franchise; and dividends or other distributions made in

2 respect of any stock or securities; or value received by a Frontier or any of its affiliates through cooperative advertising. "Gross Revenues" shall not include cash, credit, property of any kind or nature, or other consideration received by Frontier's affiliates or any person, firm or corporation ("Related Person") in which Frontier has a financial interest or which has financial interest in a Franchisee for any sales of advertising on the Cable System, services to provide programming on the Cable System, production services, and other services which are Cable Services when such services are provided by a Related Person, which has all the following characteristics: the Related Person is a separate legal entity. with separate employees, with separate financial records (which may be part of consolidated financial reporting records), and a separate mission; it makes payments to Frontier which meet market standards for the services and industries involved, even if it does not offer and provide its services to persons other than Frontier in the same industry as Frontier; and it was established for valid business purposes and not with the intent and purpose of circumventing payment of Franchise Fees on Gross Revenues. Nothing contained in this exclusion from Gross Revenues shall be interpreted to exclude from Gross Revenues such cash, credit, property of any kind or nature or other consideration which would be considered Frontier's Gross Revenues derived from the operation of the Cable' System to provide Cable Services under the Cable Act. Except for Gross Revenue from such sale of advertising on the Cable System, services to provide programming on the Cable System, production services, or telecommunication services which are Cable Services received by such Related Person, this paragraph shalt not exclude from Gross Revenues any source of Gross Revenues, which an existing Franchisee itself is receiving at the time it is granted a Franchise under this provision. E. "Person" shall mean any person, firm, partnership, association, corporation, company or organization of any kind other than the Village. F. "Service Area(s)" shall mean those areas where Frontier intends to provide Cable Service within the Village as specifically designated from time-to-time by Frontier in accordance with Section 3(B) below. G. "Street and Public Right-of-Way" shall have the meaning set forth in applicable Village Code or rules, as defined below. H. "Subscriber" shall mean an authorized recipient lawfully receiving Cable Television Service. I. "Village Code" shall mean the code, rules and regulations adopted by the Village, from time-to-time. J. "Reasonable Notice" shall mean the following: Unless otherwise defined herein, reasonable notice means the delivery of written notice to the other party at least thirty (30) days prior to the action proposed of the alleged defect, situation or default. In the event of any emergency that poses an immediate risk of harm to the health. Safety, welfare or property of the residents of the Village, reasonable notice shall be construed to mean written or verbal notice of the action, condition or defect or situation as soon as practicable under the circumstances.

3 K. "Qualified Living Unit" means a 1 iving unit which meets the minimum technical qualifications defined by Frontier for the provision of Cable Service and is located within 4,000 cable feet of an activated RT. A living unit receiving a minimum of 25Mbps downstream generally will be capable of receiving Cable Service subject to Frontier performing certain network grooming and conditioning. For purposes of this definition of Qualified Living Unit, "network grooming and conditioning" means evaluating existing infrastructure and making improvements to allow greater data throughput.

L. "Standard Drop" includes the installation of one cable box and video service on up to four TV sets. A standard drop shall exclude custom installation work, which shall include but not be limited to extensive asphalt construction, concrete jacking and specific customer requested work that requires non-standard inventory or cable routing. M. "Multiple Dwelling Unit" or "M.D.U." means any adjacent building(s) such as apartments under common ownership containing more than four dwelling units used as living quarters. N. "Remote DSLAM or RT" means a Digital Subscriber Line Access Multiplexer installed by Frontier and is capable of providing Cable Service to Subscriber& Section 2. Grant of Franchise The nonexclusive Franchise is hereby granted to Frontier for the Term of fifteen (15) years ("Term"), and subject to the terms, conditions, and limitations hereinafter stated, to use the streets or public rights of way of the Village now or hereafter laid out or dedicated, and all extensions thereof, and additions thereto, to construct, erect, operate and maintain in, upon, along across, above, over, and under the aforementioned streets and/or public rights-of-way in the Village, wires, cables, underground conduits, manholes, and other conductors and fixtures necessary for the maintenance and operation in the Village of a Cable Television System for the reception, sale, and distribution of Cable Service and for any and all other lawful purposes. Section 3. Area of Operation A. Subject to the lawful exercise of the police power heretofore or hereafter granted to the Village, Frontier shall have the right to construct, operate, and maintain, in, on, along and under the Streets and Public Rights of Way of the Service Area of the Village, wires, cables, remote terminal cabinets, underground conduits, manholes, and other conductors and figures res necessary for the maintenance and operation in the Village of a Cable System at such locations designated by Frontier. Frontier shall construct and maintain its cable system using material of good and durable quality and that all the work involved in the construction, installation, maintenance and repair of the cable system shall be performed in a safe, thorough and reliable manner. B. Frontier shall comply with the requirements contained in Section 895.5 of the rules of the NYSPSC. Frontier will extend its Cable Service as described on Exhibit A attached hereto. Frontier shall not deny service to any resident of the Village based upon age, race creed, color, sex, national origin or income level of the residences in their local area.

4 Except where Frontier is unable to obtain required easements. Frontier may extend cable service to any Qualified Living Unit within the Service Area that Frontier chooses to construct to, upon the request of a potential subscriber at its then-prevailing installation charge for such service. An activated service area is a geographical location or subdivision in which Frontier is already providing cable services to Qualified Living Units. C. In cases of new construction or property development where utilities are to be placed underground, the developer/property owner shall give Frontier reasonable notice of such construction or development, and of the particular date on which open trenching will be available for grantee's installation of conduit and/or cable. Frontier shall also provide specifications as needed for trenching. Costs of trenching and easements required to bring Cable Service to the development shall be borne by the developer/property owner, unless agreed to otherwise between Frontier and developer. D. Frontier's use of Village rights-of-way shall be subject to all rules and policies adopted by the Village from time to time. Section 4. Acceptance; Effective Date A. After the Village has taken final action to approve the granting of this Franchise, Frontier will file its acceptance with Village by countersigning this Franchise. Such acceptance will acknowledge that Frontier agrees to be bound by and to comply with the provisions contained herein. B. The Franchise granted herein will take effect and be in full force from and after final passage by the Village, subject to the acceptance provided in paragraph A above and shall continue in full force and effect throughout the Tern. Section 5. Conditions on use of Streets and Roads A. Trimming/Cutting Trees. Frontier, upon consultation with the Village, shall have the right to trim and keep clear of its poles, wires, cables, underground conduits, manholes and other conductors and fixtures, the trees in and along the Streets. In the exercise of such right, Frontier shall not cut or otherwise injure any trees to any greater extent than is reasonably necessary. B. Restoring Streets. Frontier shall restore, reconstruct, or repair any Street and Public Right-of-Way, and any sewer, gas, effluent, water main, pipe, or fire alarm: disturbed, or destroyed by the exercise of any right granted to Frontier by this Franchise in accordance with applicable Village Code as amended. In the event that the Village determines that Frontier has not made such restoration, reconstruction or repair in a reasonably satisfactory manner, the Village, after giving Frontier notice and opportunity to correct such failure, shall have the right to carry out such restoration. reconstruction or repair) and Frontier shall reimburse the Village in full for all reasonable expenses incurred by the Village in carrying out all or part of such restoration, reconstruction or repair.

5 C. Safety. Frontier shall at all times employ ordinary care and shall install and maintain in use commonly accepted methods and devices for preventing failure and accidents which are likely to cause damage, injuries, or nuisances to the public. All structures and all lines, equipment, and connections in, over, under, and upon the Streets, shall at all times be kept and maintained in a safe, suitable, substantial condition, and in good order and repair. Frontier shall construct its Cable System using materials of good and durable quality, and all work involved in construction, installation, maintenance and repair shall be performed in a safe, thorough and reliable manner.

D. Compliance with Applicable Laws. Frontier shall install and maintain its wire, cables, fixtures, and other equipment in accordance with applicable Village Code, as amended, any building codes, or other construction standards imposed by the Village, and the applicable sections of the National Electric Safety Code as revised during the Term and in such manner as shall not interfere with any installations of the Village or of any public utility serving the Village. E. Temporary Moving of Wires. Frontier shall, on the request of any Person holding a building-moving permit issued by the Village, temporarily relocate Facilities to permit the moving of buildings, water, effluent or sewer lines, or Streets and/or Public Rights of Way. The expense of such relocation shall be paid by the Person requesting the same, and Frontier shall have the authority to require such payment. Frontier shall be given not less than five (5) business days' notice to arrange for such relocation. F. Inspection. The Village shall have the right to inspect all construction or installation work performed in, over, under and upon the Streets, subject to the provisions of this Franchise and make such inspections as it shall find necessary to insure compliance with the terms of this Franchise. G. Location of Distribution Lines-Poles/Underground Cable. No poles or structures shall be erected by Frontier without prior approval of the Village, through its established permit procedure pursuant applicable Village Code, as amended. Location of any pole, or structure shall be removed or modified by Frontier whenever the Village determines that the public health, safety and welfare would be negatively affected. If the Village requires the removal or relocation of part of the Cable Television System, such removal or relocation shall be solely at Frontier's expense. H. Moving of Frontier Property. Frontier will, upon reasonable notice from the Village, protect, support, temporarily disconnect or relocate its property in the Street or Public Right-of Way when required by the Village or State by reason of traffic conditions, public safety, street closing or abandonment, highway or street construction, change or establishment of street grade, or any other types of structures or improvements. The Village shall bear the cost to the extent such request for relocation or disconnection is for aesthetic purposes.

6 Section 6. Construction and Operation A. All working facilities, conditions, and procedures, used or occurring during construction and maintenance of the Cable Television System shall comply with the standards of the Occupational Safety and Health Administration. C. Construction, installation and maintenance of the Cable Television System shall be performed in an orderly and workmanlike manner, and in close coordination with public and private utilities serving the Village following accepted construction procedures and practices and working through existing committees and organizations. D. Any antenna structure used in the Cable Television System shall comply with construction, marking and lighting of antenna structures required by the United States Department of Transportation. Frontier shall obtain a special use permit from the Village prior to the installation of any such antenna structure. E. Frontier will not intentionally interfere with television reception of person not served by Frontier, nor will the Cable Television System interfere with, obstruct or hinder in any manner, the operation of the various utilities serving the residents within the confines of the Village. Specifically, Frontier shall not interfere, obstruct or hinder in any manner, the Village's communications systems, water system, sewer system, fire department system, police department system, public works systems or court system. F. Frontier shall not be required to make cable service available to residents of an M.D.U. project until a mutually acceptable agreement granting Frontier access to the M.D.U. has been executed and delivered by Frontier and the property owner. G. Frontier will at all times fully comply with all Village requests regarding work within the Village rights-of-way. H. Once Frontier activates any Qualified Living Units within the Service Area, Frontier shall not be allowed to deactivate Cable Service availability without the consent of the Village, which shall not be unreasonably withheld, provided however, Frontier may discontinue service at the requests of a Subscriber, or upon non- payment of a bill for cable services by Subscriber after proper notice. Section 7. Customer Service Frontier shall obtain and maintain sufficient telephone lines and staffing so as not to delay unreasonably the answering of any telephone call for the purpose of receiving and responding to cable television subscriber complaints, and shall adjust its staffing, as necessary, with respect to special events which may reasonably be expected to increase call volume. In any event, Frontier shall comply at all times with the customer service provisions set forth in 47 Code of Federal Regulations Part 76.309, as well as Parts 890 & 896 of the rules and regulations of the NYSPSC.

7 Section 8. Channel Capability Frontier shall use reasonable effort to provide a minimum of two hundred (200) channels. Frontier shall provide broad categories of services. Suggested broad categories of video programming are: 1.Educational programming; 2. News and information; 3. Sports programming; 4. General entertainment (including movies); 5. Children's programming; 6. Family programming; 7. Culture and performing arts; 8. Science/documentary; 9. Weather information; 10.Ethnic programming; and, 11.Governmental affairs. Frontier shall carry the signals of local broadcast stations in the New York City Metropolitan area that have indicated to Frontier their "must carry" designation as well as broadcast stations that have executed "retransmission consent" agreements with Frontier in accordance with FCC regulations and federal law.

8 Section 10. Insurance

Each Occurrence: $1,000,000 General Aggregate Limit: $2,000,000 Products-Completed Operations Aggregate Limit: $1,000,000 Personal and Advertising Injury Aggregate Limit: $1,000,000

Section 11. Unauthorized Connections or Modifications A. It is unlawful for any person to make any connection, extension, or division whether physically, acoustically, inductively, electronically, or otherwise with or to any segment of the Cable Television System for any purpose whatsoever, without the express consent of Frontier. B. It is unlawful for any person to willfully interfere, tamper, remove, obstruct, or damage any part, segment or content of the Cable Television System for any purpose whatsoever.

9 C. Any person convicted of a violation of this section will be subject to the maximum penalty allowed by Federal, State and local law. The Village agrees to cooperate with Frontier in the prosecution of any such violations. Section 12. Franchise Fees and Taxes A. Frontier will pay to the Village quarterly, within sixty (60) days following the end of each quarter, an amount equal to five percent (5%) of Frontier's quarterly Gross Revenues ("Franchise Fee"). The Franchise Fee will be deemed to reimburse the Village for the rights granted herein and/or all costs of regulation and administration of the Franchise. B. In the event the five percent (5%) limitation on Franchise fees imposed by the terms of the Act is raised by Congress or the FCC, the Village shall have the right to raise the percentage charged under this section, at its discretion. up to the amount of the limit, upon giving Frontier ninety (90) days' notice prior to the effective date of the increased Franchise Fee. C. Notwithstanding any provision to the contrary, Frontier shall, in addition to the Franchise Fee described above, pay the required charges, taxes and fees lawfully established in a code or ordinance properly, adopted by the Village. Frontier shall be entitled to pass such fees, taxes and charges directly to_its subscribers in the Village. D. In the event the Village constructs or establishes Village owned and occupied facilities in the Frontier Service Area, including but not limited to police, fire, government offices, or recreation facilities, Frontier shall install and provide Frontier Cable System services to said facilities at no cost to the Village. E. Each franchise fee payment will be accompanied by a report setting out in detail the basis for the computation of the payment At the sole discretion of the Village, the accuracy of the report may be independently audited by an entity appointed by the Village at the Village's expense. However, in the event the audit concludes that Frontier's payments hereunder were underpaid by an amount greater than 5% of the proper payment, then Frontier shall reimburse the V il 1 ag e for the cost of the audit up to $7,500. Any amounts underpaid shall be paid annually on or before the 31st day of March each year.

10 (2) The offering of reasonable discounts to senior citizens or economically disadvantaged citizens; (3) The establishment of different and nondiscriminatory rates and charges and classes of service for commercial customers, as well as different nondiscriminatory monthly rates for classes of commercial customers as allowable by federal law and regulations; or (4) The establishment of different and nondiscriminatory rates and charges for residential Subscribers as allowable by federal law and regulations. Section 14. Public, Education, and Government Changes Frontier will comply with all aspects of 16CRR-NYVIII B 895.4 of the rules and regulations of the NYSPSC, including provision of one (1) channel for public, education and government programming. Section 15. Records and Reports A. Copies of all petitions, applications and communications submitted by Frontier and directly related to Frontier's Franchise to the Federal Communications Commission, Securities and Exchange Commission, the NYSPSC or any other agency having jurisdiction in respect to any matters affecting cable television operations authorized pursuant to this Franchise, shall be submitted to the Village upon written request. B. The Village shall have the right, at its own expense, no more than one (1) time during any calendar year, and upon at least ten (10) working days prior written notice) to inspect at Frontier's offices during normal business hours, all books and records directly related to Frontier's Franchise Fee and Frontier's applicable tests provided to the FCC. To the extent such information is protected by. State or Federal law, the Village will not disclose to the public or to competitors of Frontier any commercial or financial information reviewed by the Village pursuant to this Franchise Agreement. Section 16. Franchise Renewal Any renewal of this Franchise shall be in accordance with the renewal provisions of the Cable Act and the rules of the NYSPSC as may be codified at the time of the renewal and any relevant provisions of the Village Code, as amended. Section 17. Transfer of Franchise Frontier shall not transfer this Franchise to another party, person, or entity, except to a company controlling, controlled by or under common control with Frontier, without complying with the provisions of in the Cable Act and the rules and regulations of the NYSPSC. Section 18. Termination; Cancellation A. In addition to all other rights and powers pertaining to the Village by virtue of this Franchise or otherwise, the Village reserves the right, after reasonable notice to Frontier and after

11 reasonable opportunity of Frontier to cure any alleged Franchise Violation, to terminate and cancel this Franchise and all rights and privileges of Frontier hereunder in the event that Frontier: (i) Willfully fails to reasonably carry out any provision of this Franchise or any rule, order, or determination of the Village pursuant to this Franchise. (ii) Becomes insolvent, unable or unwilling to pay its debts, or is adjudicated bankrupt. B. Such termination and cancellation shall be by resolution duly adopted after sixty (60) days' notice to Frontier and shall in no way affect any of the Village's rights under this Franchise or any provision of law. Section 19. Force Majeure With respect to any provision of this Franchise, the violation or noncompliance with any provision of this Franchise, which could result in the imposition of financial penalty, forfeiture or other sanction upon such violation or noncompliance shall be excused where such violation or noncompliance is the result of Acts of God, war, civil disturbance, strike, or other events, the occurrence of which was not reasonably foreseeable by Frontier and is beyond Frontier's reasonable control. Section 20. Miscellaneous A. The right is hereby reserved by the Village to adopt, in addition to the provisions contained herein and in existing applicable resolutions, such additional regulations, as it shall find to be in the best interests of the Village. B. If any section, subsection, sentence, clause, phrase or portion of the Franchise is for any reason held invalid or unconstitutional by any court of competent jurisdiction such portion shall be deemed a separate, distinct and independent provision and such holding shall not affect the validity of the remaining portions hereof. C. Frontier its successors and assigns shall at all times save and keep harmless and fully indemnify the Village, its officers, agents, servants, and employees from and against any and all loss, liability, suits, damages, costs, charges, legal fees and expenses in any manner arising from the construction, repair extension, maintenance or operation of their equipment of any kind or character and from any negligence, fault, or misconduct on the part of Frontier, its officers, agents, servants and employees or by reason of any act done or omitted to be done in the premises of said Village. D. Village acknowledges that acceptance of the terms and conditions of this Franchise will not constitute, or be deemed to constitute, a waiver, either expressed or implied, by Frontier of any constitutional or legal right which Frontier may have or may be subsequently determined to have, either by current or subsequent legislation or court decisions. The Village acknowledges that Frontier hereby reserves its rights under applicable Federal and State constructions and law. E. This Franchise shall be governed by the laws of the State of New York.

12 F. Any controversy or claim arising out of or relating to this Cable Franchise Agreement, or the breach thereof: shall be settled by arbitration before a single arbitrator in accordance with the New York Civil Practice Law and Rules Article 75, with the arbitration proceeding being administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. G. All notices or correspondence to be served upon the Village or Frontier by the other Party shall be in writing and delivered by first class mail, postage prepaid or by facsimile or by a national express mail service. H. The terms of this Franchise are subject to the approval of the NYSPSC. Frontier shall make all necessary applications to the Federal Communications Commission and the NYSPSC within sixty (60) days from the date the Village approves this Franchise. Notices or correspondence to the Village shall be addressed as follows: Village of Montgomery With a copy to: Village Attorney Notices or correspondence to Frontier shall be addressed as follows: Legal Department Frontier Communications of New York, Inc. 310 Orange Street New Haven, CT 06510-1719 The Village or Frontier may designate such other address or addresses from time to time by giving written notice to the other as set forth above. IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed on its behalf as of the date first above written. • „ VILLAGE OF MONTGOMERY, NEW YORK

FRONTIER COMMUNICATIONS OF NEW YORK, INC.

Dated: , 2016 By: Its:

13 STATE OF ) SS COUNTY OF

The foregoing instrument was acknowledged before me this day of 2016, by the of Frontier Communications of New York, Inc., a New York corporation, on behalf of the corporation.

Notary Public Commission Expires

VILLAGE OF MONTGOMERY, NEW YORK

By: Its: Mayor ATTEST:

Its: Village Clerk

14 EXHIBIT SERVICE AVAILABILITY

(2) Periodic Meetings. In order to permit the Village to monitor and enforce the provisions of this section and other provisions of this Franchise, Frontier shall, upon demand, promptly make available to the Village maps and other documentation showing exactly where within the Village Frontier is currently providing Cable Service. Frontier shall meet with the Village at least annually to demonsttate Frontier's compliance with the provisions of this section concerning the deployment of Cable Services in the Village including, by way of example, the provision of this section in which Frontier commits that a significant portion of its initial investment will be targeted to areas below the median income within the Village, and the provisions of this section that prohibit discrimination in the deployment of Cable Services. In order to permit the Village to monitor and enforce the provisions of this section and other provisions of this Franchise Ordinance, Frontier shall, commencing October 2016, and continuing throughout the term of this Franchise, meet at least annually with the Village and make available the Village the following information:

(a) The total number of Qualified Living Units throughout the Village;

(b) A list of the public buildings and educational institutions capable of receiving Cable Service from Frontier.

15 meeting (a total of 75% of the total households). This additional build-out based on market success shall continue until substantially every Qualified Living Unit in the Village is served.

CABLE FRANCHISE AGREEMENT ,Village of Montgomery Formatted: Font Bold 1 This nonexclusive Cable Franchise Agreement (hereinafter the "Franchise") is made and Formatted: Centered entered into effective on the -1-51h- day of June-October2016, by and between the Village of Montgomery, New York, ("Village") and Frontier Communications of New York, Inc. ("Frontier") a New York corporation. RECITALS WHEREAS, pursuant to 16 CRR-NY 895.1, Frontier's technical ability, financial condition, and character were considered and approved at a public proceeding affording due process and in accordance with the Village's applicable code on August-October , 2016; WHEREAS, the Village is authorized to grant and renew cable franchises for the installation, operation, and maintenance of cable television systems and otherwise regulate cable communications services within the Village boundaries by virtue of federal and state statutes, by the Village's police powers, by its authority over its public rights-of- way, and by other Village powers and authority; WHEREAS, the Village and Frontier ("Parties") recognize that Frontier is the second cable provider to apply for a Franchise in the Village, and will be competing with a long standing incumbent, therefore, this franchise is specifically designed to promote such competition. Therefore, the parties agree that Frontier's plans for constructing and operating the cable television system were found adequate and feasible in accordance with the Village's applicable code, the rules and regulations of the NYSPSC, and the FCC; WHEREAS, by resolution of the Village dated the day of August October 2016 ("Effective Date"), the Village has granted a non-exclusive cable television franchise to Frontier, and authorized the to execute this Franchise Agreement with Frontier upon the terms hereinafter set forth;

WHEREAS, this Franchise Agreement complies with the franchise standards required by the New York. State Public Service Commission (hereinafter "NYSPSC") and the Cable Consumer Protection Act of 1992 and are subject to the review and approval of the NYSPSC. WHEREAS, Frontier desires to provide cable communications services and to construct, operate and maintain a cable television system within the Village; and, WHEREAS, the Village, after due consideration hereby finds that it would serve the public interest of the citizens of the Village to approve granting Frontier this Franchise to construct, operate and maintain a cable television system within the Village subject to the terms and conditions hereinafter set forth. ( Formatted: Font Times New Roman, 14 pt, Bold gloacass,

AGREEMENT NOW, THEREFORE, in consideration of the terms and conditions contained herein, Frontier and the Village hereby mutually agree as follows: 1. Definitions. For the purpose of this Franchise, the following tents, phrases, words, abbreviations, and their derivations shall have the meaning given herein. When not inconsistent with the context, words used in the present tense include the future; words in the plural include the singular and words in the singular include the plural. The word "shall" is always mandatory and not merely directory. A. "Act" shall mean the Communications Act of 1934, including the Cable Communications Policy Act of 1984, as amended by the Cable Television Consumer Protection and Competition Act of 1992, and the Telecommunications Act of 1996. B. "Cable Television System" shall have the same meaning as in Section 602 of the Act. C. "Cable Service" shall have the same meaning as in Section 602 of the Act. D. "Gross Revenues" shall mean all revenue of any kind or nature, less related bad debts up to a maximum of two percent (2 %) annually of such cash, credits and property received directly or indirectly by Frontier, its affiliates, subsidiaries, parent and any person. firm or corporation in which Frontier has a financial interest or which has a financial interest in Frontier, arising from or attributable to Frontier's operation of its Cable System to provide Cable Services (as defined from time to time by, applicable federal law) within the Village, including, but not limited to: a. Revenue from all charges for services provided to Subscribers b. Revenue, directly derived and attributable to the sale of commercial advertising upon the Cable System; c Revenue from all charges for the leased use of studios; d. Revenue from all charges for the use of or lease of leased access channels. Monthly recurring Revenue from all charges for the installation, removal, connection and reinstatement of equipment necessary for a Subscriber to receive Cable Services; f. Revenue from the sale, exchange, use or cablecast of any programming developed for community use or institutional Users. "Gross Revenues" shall not include taxes or fees (except the Franchise Fee) collected by Frontier on behalf of any governmental authority; any increase in the value of stock, security or asset; any surcharges for underground conversion of cable plant costs; any increase in the value of any stock, security or asset; the value of complimentary service provided to Frontier's employees and as required by the Village Code or any Franchise; and dividends or other distributions made in Formatted: Font Times New Roman, 14 pt Bold

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respect of any stock or securities; or value received by a Frontier or any of its affiliates through cooperative advertising. "Gross Revenues" shall not include cash, credit, property of any kind or nature, or other consideration received by Frontier's affiliates or any person, firm or corporation ("Related Person") in which Frontier has a financial interest or which has financial interest in a Franchisee for any sales of advertising on the Cable System, services to provide programming on the Cable System, production services, and other services which are Cable Services when such services are provided by a Related Person, which has all the following characteristics: the Related Person is a separate legal entity. with separate employees, with separate financial records (which may be part of consolidated financial reporting records), and a separate mission; it makes payments to Frontier which meet market standards for the services and industries involved, even if it does not offer and provide its services to persons other than Frontier in the same industry as Frontier; and it was established for valid business purposes and not with the intent and purpose of circumventing payment of Franchise Fees on Gross Revenues. Nothing contained in this exclusion from Gross Revenues shall be interpreted to exclude from Gross Revenues such cash, credit, property of any kind or nature or other consideration which would be considered Frontier's Gross Revenues derived from the operation of the Cable' System to provide Cable Services under the Cable Act. Except for Gross Revenue from such sale of advertising on the Cable System, services to provide programming on the Cable System, production services, or telecommunication services which are Cable Services received by such Related Person, this paragraph shalt not exclude from Gross Revenues any source of Gross Revenues, which an existing Franchisee itself is receiving at the time it is granted a Franchise under this provision. E. "Person" shall mean any person, firm, partnership, association, corporation, company or organization of any kind other than the Village. F. "Service Area(s)" shall mean those areas where Frontier intends to provide Cable Service within the Village as specifically designated from time-to-time by Frontier in accordance with Section 3(B) below. G. "Street and Public Right-of-Way" shall have the meaning set forth in applicable Village Code or rules, as defined below. H. "Subscriber" shall mean an authorized recipient lawfully receiving Cable Television Service. I. "Village Code" shall mean the code, rules and regulations adopted by the Village, from time-to-time. J. "Reasonable Notice" chat' mean the following: Unless otherwise defined herein, reasonable notice means the delivery of written notice to the other party at least thirty (30) days prior to the action proposed of the alleged defect, situation or default. In the event of any emergency that poses an immediate risk of harm to the health. Safety, welfare or property of the residents of the Village, reasonable notice shall be construed to mean written or verbal notice of the action, condition or defect or situation as soon as practicable under the circumstances. if Formatteck Font Times New Roman, 14 pt, Botd

(00220e6941-7*-/-14 13 K. "Qualified Living Unit" means a 1 iving unit which meets the minimum technical qualifications defined by Frontier for the provision of Cable Service and is located within 4,000 cable feet of an activated RT. A living unit receiving a minimum of 25Mbps downstream generally will be capable of receiving Cable Service subject to Frontier performing certain network grooming and conditioning. For purposes of this definition of Qualified Living Unit, "network grooming and conditioning" means evaluating existing infrastructure and making improvements to allow greater data throughput.

L "Standard Drop" includes the installation of one cable box and video service on up to four TV sets. A standard drop shall exclude custom installation work, which shall include but not be limited to extensive asphalt construction, concrete jacking and specific customer requested work that requires non-standard inventory or cable muting. M. "Multiple Dwelling Unit" or "M.D.U." means any adjacent building(s) such as apartments under common ownership containing more than four dwelling units used as living quarter& N. "Remote DSLAM or RT" means a Digital Subscriber Line Access Multiplexer installed by Frontier and is capable of providing Cable Service to Subscribers. Section 2. Grant of Franchise The nonexclusive Franchise is hereby granted to Frontier for the Term of fifteen (15) years ("Term"), and subject to the terms, conditions, and limitations hereinafter stated, to use the streets or public rights of way of the Village now or hereafter laid out or dedicated, and all extensions thereof, and additions thereto, to constmct, erect, operate and maintain in, upon, along across, above, over, and under the aforementioned streets and/or public rights-of-way in the Village, wires, cables, underground conduits, manholes, and other conductors and fixtures necessary for the maintenance and operation in the Village of a Cable Television System for the reception, sale, and distribution of Cable Service and for any and all other lawful purposes. Section 3. Area of Operation A. Subject to the lawful exercise of the police power heretofore or hereafter granted to the Village, Frontier shall have the right to construct, operate, and maintain, in, on, along and under the Streets and Public Rights of Way of the Service Area of the Village, wires, cables, remote terminal cabinets, underground conduits, manholes, and other conductors and figures res necessary for the maintenance and operation in the Village of a Cable System at such locations designated by Frontier. Frontier shall construct and maintain its cable system using material of good and durable quality and that all the work involved in the construction, installation, maintenance and repair of the cable system shall be performed in a safe, thorough and reliable =rimer. B. Frontier shall comply with the requirements contained in Section 895.5 of the rules of the NYSPSC. Frontier will extend its Cable Service as described on Exhibit A attached hereto. Frontier shall not deny service to any resident of the Village based upon age, race creed, color, sex, national origin or income level of the residences in their local area. Formatted: Font limes New Roman, 14 pt, Bold

{002201159.WIT / 4 Except where Frontier is unable to obtain required easements. Frontier may extend cable service to any Qualified Living Unit within the Service Area that Frontier chooses to construct to, upon the request of a potential subscriber at its then-prevailing installation charge for such service. An activated service area is a geographical location or subdivision in which Frontier is already providing cable services to Qualified Living Units. C. In cases of new construction or property development where utilities are to be placed underground, the developer/property owner shall give Frontier reasonable notice of such construction or development, and of the particular date on which open trenching will be available for grantee's installation of conduit and/or cable. Frontier shall also provide specifications as needed for trenching. Costs of trenching and easements required to bring Cable Service to the development shall be borne by the developer/property owner, unless agreed to otherwise between Frontier and developer. D. Frontier's use of Village rights-of-way shall be subject to all rules and policies adopted by the Village from time to time. Section 4. Acceptance; Effective Date A. After the Village has taken final action to approve the granting of this Franchise, Frontier will file its acceptance with Village by countersigning this Franchise. Such acceptance will acknowledge that Frontier agrees to be bound by and to comply with the provisions contained herein. B. The Franchise granted herein will take effect and be in full force from and after final passage by the Village, subject to the acceptance provided in paragraph A above and shall continue in full force and effect throughout the Term. Section 5. Conditions on use of Streets and Roads A. Trimming/Cutting Trees. Frontier, upon consultation with the Village, shall have the right to trim and keep clear of its poles, wires, cables, underground conduits, manholes and other conductors and'fixtures, the trees in and along the Streets. In the exercise of such right, Frontier shall not cut or otherwise injure any trees to any greater extent than is reasonably necessary. B. Restoring Streets. Frontier shall restore, reconstruct, or repair any Street and Public Right-of-Way, and any sewer, gas, effluent, water main, pipe, or fire alarm: disturbed, or destroyed by the exercise of any right granted to Frontier by this Franchise in accordance with applicable Village Code as amended. In the event that the Village determines that Frontier has not made such restoration, reconstruction or repair in a reasonably satisfactory manner, the Village, after giving Frontier notice and opportunity to correct such failure, shall have the right to carry out such restoration. reconstruction or repair) and Frontier shall reimburse the Village in full for all reasonable expenses incurred by the Village in carrying out all or part of such restoration, reconstruction or repair.

A Formatted: Font Times New Roman, 14 pt, Bold A._ C. Safety. Frontier 41)111 at all times employ ordinary care and shall install and maintain in use commonly accepted methods and devices for preventing failure and accidents which are likely to cause damage, injuries, or nuisances to the public. All structures and all lines, equipment, and connections in, over, under, and upon the Streets, shall at all times be kept and maintained in a safe, suitable, substantial condition, and in good order and repair. Frontier shall construct its Cable System using materials of good and durable quality, and all work involved in construction, installation, maintenance and repair shall be performed in a safe, thorough and reliable manner. D. Compliance with Applicable Laws. Frontier shall install and maintain its wire, cables, fixtures, and other equipment in accordance with applicable Village Code, as amended, any building codes, or other construction standards imposed by the Village, and the applicable sections of the National Electric Safety Code as revised during the Term and in such manner as shall not interfere with any installations of the Village or of any public utiby serving the Village. E. Temporary Moving of Wires. Frontier shall, on the request of any Person holding a building-moving permit issued by the Village, temporarily relocate Facilities to permit the moving of buildings, water, effluent or sewer lines, or Streets and/or Public Rights of Way. The expense of such relocation shall be paid by the Person requesting the same, and Frontier shall have the authority to require such payment. Frontier shall be given not less than five (5) business days' notice to arrange for such relocation. F. Inspection. The Village shall have the right to inspect all construction or installation work performed in, over, under and upon the Streets, subject to the provisions of this Franchise and make such inspections as it shall find necessary to insure compliance with the terms of this Franchise. G. Location of Distribution Lines-Poles/Underground Cable. No poles or structures shall be erected by Frontier without prior approval of the Village, through its established permit procedure pursuant applicable Village Code, as amended. Location of any pole, or structure, shall be removed or modified by Frontier whenever the Village determines that the public health, safety and welfare would be negatively affected. If the Village requires the removal or relocation of part of the Cable Television System, such removal or relocation shall be solely at Frontier's expense. H. Moving of Frontier Property. Frontier will, upon reasonable notice from the Village, protect, support, temporarily disconnect or relocate its property in the Street or Public Right-of Way when required by the Village or State by reason of traffic conditions, public safety, street closing or abandonment, highway or street construction, change or establishment of street grade, or any other types of structures or improvements. The Village shall bear the cost to the extent such request for relocation or disconnection is for aesthetic purposes.

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{00220859411F44) Section 6. Construction and Operation A. All working facilities, conditions, and procedures, used or occurring during construction and maintenance of the Cable Television System shall comply with the standards of the Occupational Safety and Health Administration. C. Construction, installation and maintenance of the Cable Television System shall be performed in an orderly and workmanlike manner, and in close coordination with public and private utilities serving the Village following accepted construction procedures and practices and working through existing committees and organizations. D. Any antenna structure used in the Cable Television System shall comply with construction, marking and lighting of antenna structures required by the United States Department of Transportation. Frontier shall obtain a special use permit from the Village prior to the installation of any such antenna structure. E. Frontier will not intentionally interfere with television reception of person not served by Frontier, nor will the Cable Television System interfere with, obstruct or hinder in any manner, the operation of the various utilities serving the residents within the confines of the Village. Specifically, Frontier shall not interfere, obstruct or hinder in any manner, the Villages communications systems, water system, sewer system, fire department system, police department system, public works systems or court system. F. Frontier shall not be required to make cable service available to residents of an M.D.U. project until a mutually acceptable agreement granting Frontier access to the M.D.U. has been executed and delivered by Frontier and the property owner. G. Frontier will at all times fully comply with all Village requests regarding work within the Village rights-of-way. H. Once Frontier activates any Qualified Living Units within the Service Area, Frontier shall not be allowed to'deactivate Cable Service availability without the consent of the Village, which shall not be unreasonably withheld, provided however, Frontier may discontinue service at the requests of a Subscriber, or upon non- payment of a bill for cable services by Subscriber after proper notice. Section 7. Customer Service Frontier shall obtain and maintain sufficient telephone lines and staffing so as not to delay unreasonably the answering of any telephone call for the purpose of receiving and responding to cable television subscriber complaints, and shall adjust its staffing, as necessary, with respect to special events which may reasonably be expected to increase call volume. In any event, Frontier shall comply at all times with the customer service provisions set forth in 47 Code of Federal Regulations Part 76.309, as well as Parts 890 & 896 of the rules and regulations of the NYSPSC.

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{002202.59,RTF 1} 7 Section 8. Channel Capability Frontier shall use reasonable effort to provide a minimum of two hundred (200) channels. Frontier shall provide broad categories of services. Suggested broad categories of video programming are: 1. Educational programming; 2. News and information; 3. Sports programming; 4. General entertainment (including movies); 5. Children's programming; 6. Family programming; 7. Culture and performing arts; 8. Science/documentary; 9. Weather information; 10. Ethnic programming; and, 11. Governmental affairs. Frontier shall carry the signals of local broadcast stations in the New York City Metropolitan area that have indicated to Frontier their "must carry" designation as well as broadcast stations that have executed "retransmission consent" agreements with Frontier in accordance with FCC regulations and federal law.

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{011.120859-RTF4-11 Section 10. Insurance

Each Occurrence: $1,000,000 General Aggregate Limit: $2,000,000 Products-Completed Operations Aggregate Limit: $1,000,000 Personal and Advertising Injury Aggregate Limit: $1,000,000

4. The insurance limits required herein may be obtained through any combination of primary and excess or umbrella liability insurance. Frontier shall forward to the Village certificate(s) of insurance upon execution of this. Franchise and upon any renewal of such insurance during the term of this Franchise. The certificates) shall indicate that (1) the Village, its officers and employees are named as additional insured(s) as their interest may appear with respects to the general liability insurance policy; (2) thirty (30) days' prior written notice of cancellation of the policy(ies) shall be provided to the Village; and (3) coverage is primary and non-contributory to any other valid and collectible insurance maintained by the Village.

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C. Any person convicted of a violation of this section will be subject to the maximum penalty allowed by Federal, State and local law. The Village agrees to cooperate with Frontier in the prosecution of any such violations. Section 12. Franchise Fees and Taxes A. Frontier will pay to the Village quarterly, within sixty (60) days following the end of each quarter, an amount equal to five percent (5%) of Frontier's quarterly Gross Revenues ("Franchise Fee"). The Franchise Fee will be deemed to reimburse the Village for the rights granted herein and/or all costs of regulation and administration of the Franchise. B. In the event the five percent (5%) limitation on Franchise fees imposed by the terms of the Act is raised by Congress or the FCC, the Village shall have the right to raise the percentage charged under this section, at its discretion. up to the amount of the limit, upon giving Frontier ninety (90) days' notice prior to the effective date of the increased Franchise Fee. C. Notwithstanding any provision to the contrary, Frontier shall, in addition to the Franchise Fee described above, pay the required charges, taxes and fees lawfully established in a code or ordinance properly adopted by the Village. Frontier shall be entitled to pass such fees, taxes and charges directly to its subscribers in the Village. D. In the event the Village constructs or establishes Village owned and occupied facilities in the Frontier Service Area, including but not limited to police, fire, government offices, or recreation facilities, Frontier shall install and provide. Frontier Cable System services to said facilities at no cost to the Village. E. Each franchise fee payment will be accompanied by a report setting out in detail the basis for the computation of the payment At the sole discretion of the Village, the accuracy of the report may be independently audited by an entity appointed by the Village at the Village's expense. However, in the event the audit concludes that Frontier's payments hereunder were underpaid by an amount greater than 5% of the proper payment, then Frontier shall reimburse the Village for the cost of the audit up to $7,500. Any amounts underpaid shall be paid annually on or before the 31st day of March each year.

Section 13. Rates. All of Frontier's rates and charges shall be published (in the form of a publicly- available rate card) in accordance with applicable State and Federal law, and shall be nondiscriminatory as to all persons and organizations of similar class c, under similar circumstances and conditions. Frontier shall apply its rates in accordance with governing law, with similar rates and charges for all subscribers receiving similar cable service, without regard to race, color, familial, ethnic or national origin, religion, age, sex, sexual orientation, marital, military or economic status, or physical or mental disability, or geographic location in the Franchise area. Nothing herein shall be construed to prohibit Frontier from: (1) The temporary reduction or waiving of rates or charges in conjunction with valid promotional campaigns of one (1) year or less; Formatted: Font Times New Roman, 14 pt, Bold )

{002-20859-ATF-/-41 10 / (2) The offering of reasonable discounts to senior citizens or economically disadvantaged citizens; (3) The establishment of different and nondiscriminatory rates and charges and classes of service for commercial customers, as well as different nondiscriminatory monthly rates for classes of commercial customers as allowable by federal law and regulations; or (4) The establishment of different and nondiscriminatory rates and charges for residential Subscribers as allowable by federal law and regulations. Section 14. Public, Education, and Government Changes Frontier will comply with all aspects of 16CRR-NYVIII B 895A of the rules and regulations of the NYSPSC, including provision of one (1) channel for public, education and government programming. Section 15. Records and Reports A. Copies of all petitions, applications and communications submitted by Frontier and directly related to Frontier's Franchise to the Federal Communications Commission, Securities and Exchange Commission, the NYSPSC or any other agency having jurisdiction in respect to any matters affecting < cable television operations authorized pursuant to this Franchise, shall be submitted to the Village upon written request. B. The Village shall have the right, at its own expense, no more than one (1) time during any calendar year, and upon at least ten (10) working days prior written notice) to inspect at Frontier's offices during normal business hours, all books and records directly related to Frontier's Franchise Fee and Frontier's applicable tests provided to the FCC. To the extent such information is protected by State or Federal law, the Village will not disclose to the public or to competitors of Frontier any commercial or financial information reviewed by the Village pursuant to this Franchise Agreement. Section 16. Franchise Renewal Any renewal of this Franchise shall be in accordance with the renewal provisions of the Cable Act and the rules of the NYSPSC as may be codified at the time of the renewal and any relevant provisions of the Village Code, as amended. Section 17. Transfer of Franchise Frontier shall not transfer this Franchise to another party, person, or entity, except to a company controlling, controlled by or under common control with Frontier, without complying with the provisions of in the Cable Act and the rules and regulations of the NYSPSC. Section 18. Termination; Cancellation A. In addition to all other rights and powers pertaining to the Village by virtue of this Franchise or otherwise, the Village reserves the right, after reasonable notice to Frontier and after fFormatted Font Times New Roman, 14 pt, Bold

;Mn, #1;

reasonable opportunity of Frontier to cure any alleged Franchise Violation, to terminate and cancel this Franchise and all rights and privileges of Frontier hereunder in the event that Frontier (i) Willfully fails to reasonably carry out any provision of this Franchise or any rule, order, or determination of the Village pursuant to this Franchise. (ii) Becomes insolvent, unable or unwilling to pay its debts, or is adjudicated bankrupt. B. Such termination and cancellation shall be by resolution duly adopted after sixty (60) days' notice to Frontier and shall in no way affect any of the Village's rights under this Franchise or any provision of law. Section 19. Force Majeure With respect to any provision of this Franchise, the violation or noncompliance with any provision of this Franchise, which could result in the imposition of financial penalty, forfeiture or other sanction upon such violation or noncompliance shall be excused where such violation or noncompliance is the result of Acts of God, war, civil disturbance, strike, or other events, the occurrence of which was not reasonably foreseeable by Frontier and is beyond Frontier's reasonable control. Section 20. Miscellaneous

A. The right is hereby reserved, by the Village to adopt, in addition to the provisions contained herein and in existing applicable resolutions, such additional regulations, as it shall find to be in the best interests of the Village. B. If any section, subsection, sentence, clause, phrase or portion of the Franchise is for any reason held invalid or unconstitutional by any court of competent jurisdiction such portion shall be deemed a separate, distinct and independent provision and such holding shall not affect the validity of the remaining portions hereof C. Frontier its successors and assigns shall at all times save and keep harmless and fully indemnify the Village, its officers, agents, servants, and employees from and against any and all loss, liability, suits, damages, costs, charges, legal fees and expenses in any mamier arising from the construction, repair extension, maintenance or operation of their equipment of any kind or character and from any negligence, fault, or misconduct on the part of Frontier, its officers, agents, servants and employees or by reason of any act done or omitted to be done in the premises of said Village. D. Village acknowledges that acceptance of the terms and conditions of this Franchise will not constitute, or be deemed to constitute, a waiver, either expressed or implied, by Frontier of any constitutional or legal right which Frontier may have or may be subsequently determined to have, either by current or subsequent legislation or court decisions. The Village acknowledges that Frontier hereby reserves its rights under applicable Federal and State constructions and law. E. This Franchise shall be governed by the laws of the State of New York. { Formatted Font Times New Roman, 14 pt Bold

(002208594117441 F. Any controversy or claim arising out of or relating to this Cable Franchise Agreement, or the breach thereof: shall be settled by arbitration before a single arbitrator in accordance with the New York Civil Practice Law and Rules Article 75the-New-Yerk-Uniferm Arbitration Aet, 78 31a 101, et. s: q., with the arbitration proceeding being administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. G. All notices or correspondence to be served upon the Village or Frontier by the other Party shall be in writing and delivered by first class mail, postage prepaid or by facsimile or by a national express mail service. H. The terms of this Franchise are subject to the approval of the NYSPSC. Frontier shall make all necessary applications to the Federal Communications Commission and the NYSPSC within sixty (60) days from the date the Village approves this Franchise. Notices or correspondence to the Village shall be addressed as follows: Village of Montgomery With a copy to: Village Attorney Notices or correspondence to Frontier shall be addressed as follows: Legal Department —1 Formatted:Indent Left r Frontier Communications of New York, Inc. 310 Orange Street New Haven, CT 06510-1719

FRONTIER COMMUNICATIONS OF NEW YORK, INC_ 4 Formattet Font Times New Roman, 14 pt, Botd

{00220859ATF-141 13 Dated: , 2016 BY: Its:

STATE OF ) SS COUNTY OF

The foregoing instrument was acknowledged before me this day of 2016, by the of Frontier Communications ofNew York Inc., a New York corporation, on behalf of the corporation.

Notary Public Commission Expires

VILLAGE OF MONTGOMERY, NEW YORK

BY: Its: Mayor ATTEST:

Iis: Village Clerk

A Formatted: Font Times New Roman, 14 pt, Bold

(00226859-SITF4-14 14 EXHIBIT SERVICE AVAILABILITY

(2) Periodic Meetings. In order to permit the Village to monitor and enforce the provisions of this section and other provisions of this Franchise, Frontier shall, upon demand, promptly make available to the Village maps and other documentation showing exactly where within the Village Frontier is currently providing Cable Service. Frontier shall meet with the Village at least annually to demonstrate Frontier's compliance with the provisions of this section concerning the deployment of Cable Services in the Village including, by way of example, the provision of this section in which Frontier commits that a significant portion of its initial investment will be targeted to areas below the median income within the Village, and the provisions of this section that prohibit discrimination in the deployment of Cable Services. In order to permit the Village to monitor and enforce the provisions of this section and other provisions of this Franchise Ordinance, Frontier shall, commencing October 2016, and continuing throughout the term of this Franchise, meet at least annually with the Village and make available the Village the following information:

(a) The total number of Qualified Living Units throughout the Village;

(b) A list of the public buildings and educational institutions capable of receiving Cable Service from Frontier.

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{0022-0&59ATF-14) 16 ATTACHMENT 11-3 5 THE GLENNON LAW FIRM P.C.

PROFESSIONAL REPRESENTATION TM

September 30, 2016

VIA U.S. MAIL AND EMAIL Mayor L. Stephen Brescia Trustee JoAnn Scheels Trustee Darlene Andolsek Trustee Michael Hembury Trustee Walter Lindner

Montgomery Village Hall 133 Clinton Street Montgomery, New York 12549

RE: Village of Montgomery (the "Municipality") Public Hearing for Frontier Video Franchise Application. Dear Mayor Brescia and Members of the Village Board of Trustees: I write today on behalf of Frontier Communications of New York, Inc. ("Frontier"). Frontier looks forward to addressing any issues that the Municipality may have at the upcoming Public Hearing. But, in preparation for the Public Hearing, Frontier wanted to bring to your attention topics that an incumbent cable provider has raised in other New York municipalities and to provide you with Frontier's responses to those topics. A. Level-playing Field With The Incumbent's Obligations. Cable incumbents have raised topics for discussion regarding ensuring a level- playing field with the current incumbent's franchise agreement terms. The level playing- field issues include and Frontier would be amenable to: 1. Franchise Fee and Gross Revenues: Frontier would agree to match any incumbent's franchise fee. Free Service Locations: Frontier would agree to match any incumbent's obligation and provide free service to government and public buildings that are within Frontier's service area. 3. PEG: Frontier would agree to match the incumbent's PEG requirements within Frontier's service area.

160 Linden Oaks Rochester, New York 14625 Tel: 585-210-2150 j www.GlennonLawFirm.com Village of Montgomery Frontier Franchise Application September 30, 2016 Page 2

4. Inspection of Books and Records: Frontier would agree to match incumbent's obligations relating to the inspection of books and records. 5. Performance Review: Frontier would agree to match incumbent's agreement with respect to performance review terms. 6. Insurance and Indemnification: Frontier is not opposed to discussing these topics to reach mutually agreeable terms. Frontier is willing to discuss and reach mutually agreeable terms for any additional topics raised by the Municipality or any incumbents. B. Frontier's Proposed Build Out Plan COMMIS with both Federal and New York Laws. Of course, the focus for your Public Hearing is whether, based on due diligence, the Municipality believes that Frontier's application would be fair to its residents and provide fair competition in the market place. Frontier's planned market-success buildout plan, which has been approved by New York municipalities, is fair and provides fair competition in the marketplace. Incumbents try to suggest that there may be issues with Frontier's market-success buildout. However, the below five points demonstrate why the Municipality should be as comfortable as Frontier is in approving Frontier's application with the market-success buildout plan. Five Kev Build Out Points Favoring Approval I. NEW REGULATORY ENVIRONMENT ENCOURAGES COMPETITION Both the FCC and the NY PSC have recognized that a competitive franchise with appropriate / alternative buildout requirements for second entrants is proper and promotes competition. A. The FCC encourages competition and does not oppose market-success build out plans. SOURCE: In the Matter of Implementation of Section 621(aX1) of the Cable Communications Policy Act of 1984 as amended by the Cable Television Consumer Protection and Competition Act of 1992, MB Docket No. 05-311, p. 43 (March 5, 2007) ("FCC 06-180'). B. NY PSC Approves of Limited Area Franchises. SOURCE: Petition of Verizon New York Inc. for a Certificate ofConfirmation for its Pl.anchise with the City of Glen Cove, Nassau County, Case 2015 N.Y. PUC LEXIS 87,'12-13 (February 27, 2015). You will not be the first New York municipality or local authority to recognize what the FCC and the NY PSC have already recognized. Frontier's "market success" Village of Montgomery Frontier Franchise Application September 30, 2016 Page 3 franchise application has not only been approved by New York municipalities, but it has also been approved in about 70 jurisdictions across the country. Major metropolitan areas including Denver, Seattle, Minneapolis, Portland, Omaha and Phoenix have issued "market success" franchises similar to the one proposed by Frontier. Over forty (40) of those franchises were granted in jurisdictions with a state law virtually identical to 16 NYCRR 895.5(4 To date, none have been overturned, or even challenged by the incumbents. In these markets, competition is flourishing. 2. ECONOMICS FOR A SECOND MARKET ENTRANT MUST BE CONSIDERED. A. NY PSC Regulations recognize that economic feasibility for a franchise may permit deviation from typical standards. SOURCE: 16 NYCRR 895.5 (d); Petition of Verizon New York Inc. for a Certificate of Confirmation for its Franchise with the City of Glen Cove, Nassau County, Case 2015 N.Y. PUC LEXIS 87, *12-13 (February 27, 2015) ("Glen Cove Br). 3. LEVEL PLAYING FIELD DOES NOT MEAN IDENTICAL FRANCHISE TERMS. A. This issue is specifically discussed in Frontier's application. "No new cable franchisee can ever be in the same position as a thirty-year veteran." See Insight Communications cited in Frontier's Application. Analyzing greater or lesser burdens in two franchise agreements must be "taken as a whole". SOURCE: 16 NYCRR 895.3 B. Municipalities must analyze specific facts for each situation, including balancing the desire for effective competition that provides choice to all consumers through complete market entry with benefits of partial entry providing some level of market entry. SOURCE: See Petition of Verizon New York Inc. for a Certificate of Confirmation for its Franchise with the City of Glen Cove, Nassau County, Case 14-V-0089 (August 14, 2014), pp. 9-11 ("Glen Cove") 4. THE MUNICIPALITY'S OBLIGATION IS TO ENSURE FAIRNESS. A. The Municipality's responsibility is to do what is best for its residents and ensure fairness in the marketplace. SOURCE: 16 NYCRR Part 895. Frontier believes options, choice and competition ensure fairness. S. PSC MAKES FINAL OR CONDITIONAL DETERMINATION. A. The PSC makes a final determination on whether the franchise applications that it receives are appropriate. SOURCE: PSL § 221. Village of Montgomery Frontier Franchise Application September 30, 2016 Page 4

B. PSC can provide a conditional certification if any possible legal or rule defect exists in received franchise agreements. SOURCE: PSL § 221 (4); Glen Cove I. C. PSC cannot confirm the Agreement unless or until the Municipality approves Frontier's franchise application and it is submitted to the PSC.

In conclusion, we look forward to addressing any concerns at the Public Hearing and the opportunity to work with the Municipality in the future to provide high-quality services to your residents. Frontier reserves the right to provide supplemental supporting information with regard to Frontier's application but believes the application is ready for and deserving of approval. If you have any questions, please feel free to contact me at (585) 210-2150 or email to [email protected]. Sincerely,

,ea/Ase4Afr'j Peter J./Glennon

Cc: Kevin Dowd, Esq., Village Attorney (via email) Monserrate Rivera-Fernandez, Village Clerk (via email) Julianna L Parmenter

From: Julianna L Parmenter Sent: Friday, September 30, 2016 10:26 AM To: '[email protected]'; '[email protected]' Cc Peter J. Glennon Subject Frontier. Village of Montgomery - Pre Hearing Submission Attachments: 2016_09_30 Letter from PJG to the Village of Montgomery re Franchise App.pdf

Dear Ms. Rivera-Fernandez and Mr. Dowd,

This law firm represents Frontier regarding its video franchise application with the Village of Montgomery. Attached is a letter from Mr. Glennon to the Village regarding the above-referenced application.

It would be appreciated if this letter was shared with the Mayor and Board of Trustees prior to Tuesday's Public Hearing.

Thank you.

Sincerely,

Julianna L Parmenter Paralegal

THE GLENNON LAW FIRM PG. PROFESSIONAL REPRESENTATION

The Glennon Law Firm, P.C. 160 Linden Oaks Rochester, New York 14625 Tel: 585-210-2150 www.GlennonLawFirm.com JParmenterPGIennonLawFirm.com