Order Adopting Terms of Joint Settlement Agreements

STATE OF NEW YORK PUBLIC SERVICE COMMISSION

At a session of the Public Service Commission held in the City of Albany on August 12, 2021

COMMISSIONERS PRESENT:

John B. Howard, Chair Diane X. Burman James S. Alesi, recusing Tracey A. Edwards David J. Valesky John B. Maggiore Rory M. Christian

CASE 20-M-0360 – Proceeding on Motion of the Commission of Greenlight Networks' Pole Attachments in the Service Territory of Rochester Gas and Electric Corporation and Frontier Communications.

ORDER ADOPTING TERMS OF JOINT SETTLEMENT AGREEMENTS

(Issued and Effective August 12, 2021)

BY THE COMMISSION: INTRODUCTION On November 20, 2020, the Public Service Commission (Commission) issued its Order Instituting Proceeding and to Show Cause (OTSC) directing pole owners Rochester Gas and Electric Corporation (RG&E) and Frontier Telephone of Rochester, Inc. (FTR), and pole attacher Greenlight Networks, LLC (GLN) to show cause why the Commission should not commence a penalty action pursuant to Public Service Law (PSL) §251 for apparent violations of the Commission’s 2004 Order Adopting Policy Statement on Pole

1 For RG&E, the Commission also alleged violations under PSL Section 25-a and imprudence. CASE 20-M-0360

Attachments (Pole Order)2 and, by incorporation therein, the National Electric Safety Code (NESC)3 and the pole owners’ Standard Pole Attachment Agreements (SPAAs).4 As part of the Pole Order, the Commission required pole owners to develop Commission approved standard terms and conditions through the SPAAs.5 The Pole Order governs the relationship between pole owners and attachers unless mutually agreed upon otherwise, such as in an SPAA.6 RG&E, FTR, and GLN all submitted multiple requests for extensions to respond to the OTSC and tolling agreements to the Commission Secretary due to pending settlement negotiations with the Department of Public Service (Department). The Secretary granted numerous extensions to all three respondents. While settlement was reached between the Department and RG&E and FTR, settlement negotiations between the Department and GLN did not result in acceptable terms, and the Secretary appropriately rejected GLN’s latest request for an extension and GLN responded to the OTSC on May 17, 2021. By this Order, the Commission adopts the terms and conditions of two Joint Settlement

2 Case 03-M-0432, Proceeding on Motion of the Commission Concerning Certain Pole Attachment Issues, Order Adopting Policy Statement on Pole Attachments (issued August 6, 2004). 3 The NESC is a United States standard for the safe installation, operation, and maintenance of electric power and communication systems, including power substations, power and communication overhead lines, and power and communication underground lines. 4 Pole Order, p. 2. 5 Id. Following the Pole Order, Frontier and RG&E (through a trade group) submitted their SPAAs to the Commission on October 6, 2004. 6 Case 03-M-0432, Proceeding on Motion of the Commission Concerning Pole Attachment Issues, Order Granting Extension of Time for Completion of Audit (issued December 19, 2007) (applying treble pole back rent for unlicensed attachers). -2- CASE 20-M-0360

Agreements (Agreements), attached here as Appendix A and Appendix B respectively, that resolve penalty amounts for apparent violations alleged in the body of the OTSC against RG&E and FTR regarding their alleged failures to comply with the terms and conditions of the Commission's Pole Order, and by incorporation therein, the NESC, and the respective utilities' SPAAs, as applicable.

BACKGROUND On or about September 2019, joint pole owners RG&E and FTR both informed the Department of alleged unauthorized network attachments made to their poles by GLN in western New York. GLN, in turn, alleged to the Department, among other things, that RG&E and FTR failed to review and approve GLN’s applications in a timely manner required by the Pole Order, and thereby, in GLN’s opinion, giving GLN the unilateral right to attach fiber-optic cable to RG&E and FTR’s utility poles. The Department undertook a six-month investigation, which revealed that GLN deployed its network on thousands of RG&E and FTR utility poles without their authorizations and in apparent violation of the Commission’s 2004 Pole Order, the NESC, and the SPAAs. In turn, the Department’s investigation also showed that FTR and RG&E apparently allowed GLN’s non-conforming pole attachments (as well as pre-existing non-conforming pole attachments) to remain in place on their respective utility poles without remediation, also in apparent violation of the Pole Order and NESC safety standards. The Department engaged all three parties in separate settlement negotiations. The Department was unable to find agreement with GLN; RG&E and FTR, however, both agreed to settlements as detailed below.

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APPLICABLE LEGAL STANDARDS Under PSL §25(2), the Commission is authorized to commence a case in New York State Supreme Court against a public utility company to assess a civil penalty of $100,000 for each and every offense and, in the case of a continuing violation, each day shall be deemed a separate and distinct offense, upon a showing that such company “knowingly” failed or “neglected to obey” or comply with a provision of the PSL or an order or regulation adopted under the PSL. PSL §25-a(3) authorizes the Commission to commence an administrative penalty proceeding against a combination gas and electric corporation to determine whether it violated the PSL or an order or regulation adopted pursuant to the PSL. Under PSL §25-a(3), the Commission may assess a civil penalty in an amount not to exceed the greater of $100,000 or “two one-hundredths of one percent of the annual intrastate gross operating revenue of the corporation, not including taxes paid to and revenues collected on behalf of government entities, whichever is greater.” FTR is a duly authorized telephone corporation pursuant to PSL §99(1) and, as such, must also comply with the PSL, any applicable related statutes, and the Commission's rules and regulations, including the Pole Order. Finally, RG&E is a New York combination gas and electric corporation duly authorized to provide service under the PSL to engage in the transmission, distribution, and sale of electricity in a nine-county area surrounding Rochester, New York. As such, RG&E must fully comply with the PSL, any applicable related statutes, and the Commission's rules and regulations, including the Pole Order. The Commission is also authorized to initiate a prudence proceeding against a combination electric and gas

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corporation (e.g., RG&E). Prudence is an essential component of utility regulation that is determined by judging whether the utility acted reasonably, under the circumstances at the time, "considering that the company had to solve its problems prospectively rather than in reliance on hindsight."

JOINT SETTLEMENT AGREEMENTS Under the terms of the two Joint Settlement Agreements, both RGE and FTR in agreement with DPS Staff agree to settle all matters related to the alleged violations described in the OTSC. In accordance with the OTSC Clause 4, both RG&E and FTR submitted a “Joint Pole and Inspection Plan” (Pole Plan) which was approved by the Chief of the DPS Office of Telecommunications on April 5, 2021. The Pole Plan will ensure that RG&E and FTR will audit all poles within their respective service territories, this will include safety inspections of all poles deemed to have unauthorized attachments, and provides for quarterly reporting to the Department on the findings and progress of the audit and inspections. The two Settlement Agreements incorporate the Pole Plan and require RG&E and FTR to implement the Pole Plan.7 Thus, the Pole Plan will be fully enforceable by the Commission through this Order. In addition to the above outlined terms, RG&E agrees to invoice for, and collect, any back rent owed to it by Greenlight and any other unlicensed attachers identified by the pole audit as outlined in the Pole Plan. The delinquent rent collected shall be used by RG&E and in the same manner that the original revenue would have been used, namely, at a minimum, for the recovery of related pole attachment expenses as prescribed by PSL §119-a.

7 Frontier Settlement Agreement, at ¶1; RG&E Settlement Agreement at ¶2. -5- CASE 20-M-0360

Further, in order to resolve all allegations against it, and in order to forego further litigation of this matter involving RG&E, the Department and RG&E propose a negotiated resolution consisting of the commitment by RG&E to contribute $2.5 million, from shareholder funds, into an escrow fund to be administered by the New York State Broadband Program Office (BPO) and allocated by the BPO for the construction of wireline broadband in New York State. There is an additional $2.5 million in suspended payments pending satisfaction of certain remedial metrics, as outlined in the Agreement attached to this Order. In addition to abiding by the Pole Plan, and in order to resolve all allegations against FTR, the Department and FTR propose a negotiated resolution consisting of the commitment by FTR to contribute $5 million into an escrow fund to be administered and allocated by the BPO for the construction of wireline broadband in New York State. FTR will have right of first refusal for locations served by FTR or its New York affiliates in future BPO public bids. The two Agreements will deposit $7.5 million into a fund to be administered by the BPO to expand wireline broadband in the state to those who need it most. These agreements will also ensure that all known safety violations will be remediated immediately, and that all poles in the service territories will be inspected and made safe by December 2022. RG&E and FTR further agree to cooperate with DPS with respect to further investigation or litigation involving this matter. The Settlement Agreements also require RG&E and FTR to execute a “Cooperative Construction Agreement.” The Commission notes that RG&E, FTR, and GLN have entered into negotiations for a Cooperative Construction Agreement to guide the three parties

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as they resolve the issues/violations associated with GLN’s apparent unauthorized pole attachments, including remediation of alleged NESC and Minimum Approach Distance violations identified in the OTSC. While GLN submitted a confidential term sheet in June, the company has not reached a finalized agreement with RG&E and FTR.

DISCUSSION The Commission’s obligation in reviewing a settlement agreement is to ensure that its terms, viewed as a whole, produce a result that is in the public interest. The Commission’s Settlement Guidelines describe the factors to weigh in making that assessment.8 In general, a desirable settlement should balance protection of consumers, fairness to investors, and the long-term viability of the utility. It should be consistent with the environmental, social, and economic policies of the Commission and the State; and it should produce results that are within the range of reasonable results that would have likely arisen from a Commission decision in a litigated proceeding and the application of any appropriate mitigation measures. The Parties believe that each Agreement is in the public interest. In their view, the Agreements are reasonable and provide substantial funding at no expense to customers to expand broadband in the State, and to remediate existing safety violations. Based on our review of the Agreements, we agree with this assessment. The Commission further finds that the Agreements are consistent with the law

8 Cases 90-M-0255, et al., Procedures for Settlements and Stipulation Agreements, Opinion 92-2 (issued March 24, 1992).

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and regulatory, economic, social, and other policies of the Commission and the State, compare favorably with the likely result of full litigation, and are within the range of reasonable outcomes. The Parties to the Agreements followed the appropriate procedures required by the Settlement Guidelines. We note that the Agreements include remedial actions that will be implemented by RG&E and FTR to improve safety within their respective service territories.

CONCLUSION Based upon our review of the Agreements, we find that the terms of the Settlement Agreements are in the public interest. The record demonstrates that all procedural protections were afforded the participants in these proceedings. The Agreements that resulted from the settlement negotiations reflect compromises made by the opposing parties with strong incentives to craft resolutions addressing their interests. The terms of Agreements are consistent with the environmental, social, and economic policies of the Commission and the State and are within the range of reasonable outcomes that could be expected after a fully litigated proceeding. We conclude that the terms of the Agreements should be adopted.

The Commission orders: 1. The terms of the Joint Settlement Agreement with Rochester Gas and Electric Corporation, dated July 29, 2021, which is filed and attached to this Order as Appendix A, are adopted. 2. The terms of the Joint Settlement Agreement with Frontier Telephone of Rochester, Inc., dated July 28, 2021, which is filed and attached to this Order as Appendix B, are adopted.

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3. A check with the full payment shall be submitted to the Department of Public Service within 60 days of this Order being effective. 4. Rochester Gas and Electric Corporation, Frontier Telephone of Rochester, Inc., and Greenlight Networks, LLC shall submit a joint status report describing the development and completion of the Cooperative Construction Agreement within 21 days of this Order being effective. 5. In the Secretary’s sole discretion, the deadlines set forth in this Order may be extended. Any request for an extension must be in writing, must include a justification for the extension, and must be filed at least three days prior to the affected deadline. 6. This proceeding is continued.

By the Commission,

(SIGNED) MICHELLE L. PHILLIPS Secretary

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BEFORE THE NEW YORK STATE PUBLIC SERVICE COMMISSION

------x Proceeding on Motion of the Commission of Case 20-M-0360 Greenlight Networks' Pole Attachments in the Service Territory of Rochester Gas and Electric Corporation and Frontier Communications. ------x

JOINT SETTLEMENT AGREEMENT

This Joint Settlement Agreement (“Agreement”), dated as of the 29th day of July 2021 (the “Effective Date”), is by and among the New York State Department of Public Service (“Department”) and Rochester Gas and Electric Corporation (“RG&E” or the “Company”). The Company and the Department may be referred to herein together as the “Parties.” The Agreement resolves fully and finally all issues and allegations that have been raised or could have been raised against RG&E in Case 20-M-0360.

BACKGROUND

On or about September 2019, RG&E and Frontier Telephone of Rochester, Inc. (Frontier) both informed the Department of alleged unauthorized network attachments made to their poles by Greenlight Networks (Greenlight) in western New York. Greenlight, in turn, alleged to the Department, among other things, that RG&E and Frontier failed to review and approve its applications in a timely manner, as required by the Pole Order, thereby, in Greenlight’s view, gave it the right to attach fiber-optic cable to RG&E’s and Frontier’s utility poles.

The Department undertook a six-month investigation, which revealed that Greenlight deployed its network on thousands of RG&E and Frontier utility poles without their authorization and in apparent violation of the Commission’s 2004 Pole Order, which establishes safety and pole attachment standards. The Department’s investigation also indicated that Frontier and RG&E did not timely process Greenlight applications and allowed Greenlight’s non-conforming pole attachments (as well as pre-existing non-conforming pole attachments) to remain in place without proper review, investigation, or remediation for unsafely installed attachments. On November 20, 2020, the Commission issued an Order to Show Cause, directing all parties to show cause why penalties should not be sought due to the above-noted apparent violations.

On December 16, 2020, RG&E filed a Notice of Impending Settlement Negotiations in Case 20-M-0360. Since that date, the Parties have been engaged in productive discussions regarding the resolution of the matters raised before the Commission.

As a result of those negotiations the Department and the Company, in an effort to forego further litigation of this matter, propose the following settlement, described in detail below, for a negotiated resolution consisting of the commitment by RG&E to contribute $2.5 million into an escrow fund to be administered by the New York State Broadband Program Office (BPO) and

1 Case 20-M-0360 allocated by the BPO for the construction of wireline broadband in New York State. There is an additional $2.5 million in suspended payments, contingent on performance metrics outlined below.

TERMS OF THE SETTLEMENT WITH RESPECT TO CASE 20-M-0360

The Parties have agreed to settle all allegations and claims raised or that could have been raised in Case 20-M-0360 on the terms set forth in the following Paragraphs 1-15 below.

1. RG&E will pay a Settlement Amount of Two Million Five Hundred Thousand Dollars ($2,500,000) from shareholder funds into an escrow fund to be administered by the New York State Broadband Program Office (BPO) and allocated by the BPO for the construction of wireline broadband in New York State. If the below completion percentages by the dates indicated are not substantially1 achieved, the payment amount will increase as indicated below.

a) If RG&E has not resolved sixty percent (60%) of the NESC Violations2 on or before July 31, 2021, then the payment amount shall be increased by Seven Hundred Fifty Thousand Dollars ($750,000). A report indicating the completion rate will be filed with the Secretary of the Commission within thirty (30) days after the Commission issues an Order as set forth in Paragraph 8 below. If the target is missed payment shall be remitted to the Commission within 30 days.

b) If RG&E has not resolved eighty-five percent (85%) of the NESC Violations on or before October 31, 2021, then the payment shall be increased by an additional Seven Hundred Fifty Thousand Dollars ($750,000). A report indicating the completion rate will be filed with the Secretary of the Commission on November 15, 2021. If the target is missed payment shall be remitted to the Commission within 30 days.

c) If RG&E has not resolved one hundred percent (100%) of the NESC Violations on or before December 31, 2021, then the payment amount shall be increased by an additional One Million Dollars ($1,000,000). A report indicating the completion rate will be filed with the Secretary of the Commission on January 15, 2022. If the target is missed payment shall be remitted to the Commission within 30 days.

2. RG&E shall execute the Pole Audit as submitted to the Secretary on January 1, 2021 as modified and approved by the Department’s Office of Telecommunications on April 6, 2021, and implement its required actions thereunder per its terms; the Pole

1 For purposes of these provisions, “substantially achieved” means achieved within ninety percent (90%) of the target completion set forth in paragraphs 1a), 1b) and 1c). 2 For the purpose of this Agreement, “NESC Violations” means the approximately 6,200 known NESC violations identified as RG&E’s responsibility to resolve as set forth in the Cooperative Construction Term Sheet between RG&E, Greenlight and Frontier (the “Respondents”). As of the effective date of this Joint Settlement Agreement, the Respondents are in the process of converting the Cooperative Construction Term Sheet into a final Agreement.

Case 20-M-0360

Audit shall be enforceable by the Commission upon consent agreement approval.

3. RG&E shall execute the “Cooperative Construction Agreement” relating to known and existing NESC Violations, and implement actions required of RG&E thereunder per its terms; the Cooperative Construction Agreement shall be enforceable by the Commission upon consent agreement approval.3

4. RG&E will invoice for and make commercially reasonable efforts to collect any back rent owed to it by Greenlight and any other unlicensed attachers identified by the pole audit. The delinquent rent collected shall be used by RG&E and in the same manner that the original revenue would have been used.

5. The Parties acknowledge and agree that this Agreement is the compromise of disputed positions, and that the terms of this Agreement are not intended to be, and shall not be construed or interpreted to be, an admission by any Party hereto of any violation, fault, liability or wrongdoing, and that the Settlement Amount is not a penalty.

6. The Department will recommend that the Commission not institute or cause to be instituted against RG&E or its respective directors, officers, employees, agents, shareholders or affiliates, a penalty or prudence action under the Public Service Law, or under any other statute, regulation, or Commission order, with respect to the Companies’ actions, inactions, or practices, directly or indirectly related to the Case 20-M-0360.

7. The terms of this Agreement that pertain to Case 20-M-0360 shall be presented to the Commission for review and its potential approval.

8. This Agreement is subject to ratification or approval by the Commission and will have no effect in the absence thereof. Unless the Commission approves this Agreement in its entirety, without modification, and accepts the Recommendation of the Department not to institute or cause to be instituted against RG&E and its respective directors, officers, employees, agents, shareholders or affiliates, a penalty action under the Public Service Law, or under any other statute or regulation or Commission order, with respect to RG&E’s actions, inactions or practices, directly or indirectly related to Case 20-M- 0360, RG&E may withdraw its acceptance of this Agreement by serving written notice on the Commission, and shall be free to pursue its positions without prejudice. If the Commission approves this Agreement or modifies it in a manner acceptable to RG&E, the Parties intend and agree that this Agreement will be thereafter implemented in accordance with its terms.

3 This requirement shall only be applicable to the extent that Greenlight and Frontier also execute the Cooperative Construction Agreement. 3

Case 20-M-0360

9. The terms of this Agreement fully and finally resolve all the issues and concerns raised and/or asserted, or that could properly have been raised and/or asserted, in Case 20-M- 0360 as to the Company.

10. The execution, delivery and performance of this Agreement by each Party hereto is within its corporate or statutory powers, as appropriate, has been duly authorized by all necessary corporate or statutory action, and does not and will not (i) require any governing or governmental consent or approval except as required in Paragraphs 7, (ii) contravene its organizational documents or enabling legislation, or (iii) violate applicable law.

11. The Parties agree that the Agreement is in the public interest because, in their view, the Agreement is reasonable and provides substantial funding at no expense to customers that would not be available for the benefit of the Company’s respective customers, but for the Agreement. The Parties further agree that the Agreement is consistent with the law and regulatory, economic, social, and other policies of the Commission and the State and compares favorably with the likely result of full litigation and is within the range of reasonable outcomes.

12. Further, upon such Commission ratification or approval as described in Paragraph 8 herein, the investigative examinations by the Department initiated in Case 20-M-0360 is deemed completed as it relates to the Company.

13. This Agreement may be executed by original, facsimile, or electronic signature, each of which shall be equally binding. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, together, shall constitute one and the same agreement.

14. RG&E shall provide reasonable cooperation to the Department with respect to any continuing investigation or litigation involving the other parties to Case 20-M-0360.

15. In the event of any disagreement over the interpretation of this Agreement or implementation of any of the provisions of this Agreement, which cannot be resolved informally among the Parties, such disagreement shall be resolved in the following manner: (a) the Parties shall promptly convene a conference and in good faith attempt to resolve any such disagreement and/or request the assistance of the Commission’s Office of Alternative Dispute Resolution for mediation or other appropriate process; and (b) if any such disagreement cannot be resolved by the Parties or alternative process, any Party may petition the Commission for resolution of the disputed matter.

IN WITNESS WHEREOF, each of the Parties hereto has executed this Agreement as of the day and year first written above.

Case 20-M-0360

ROCHESTER GAS AND ELECTRIC CORPORATION

By: ______Name: Carl A. Taylor Title: President and Chief Executive Officer

By: ______Name: Joseph J. Syta Title: Vice President, Controller & Treasurer

STATE OF NEW YORK DEPARTMENT OF PUBLIC SERVICE

By: ______Name: Andrea Cerbin Title: Assistant Counsel, Office of Investigations and Enforcement

Appendix B

BEFORE THE NEW YORK STATE PUBLIC SERVICE COMMISSION

JOINT SETTLEMENT AGREEMENT

This Joint Settlement Agreement (“Agreement”), dated as of the 28th day of July 2021 (the “Effective Date”), is by and among the New York State Department of Public Service (“Department”) and Frontier Telephone of Rochester, Inc. (“Frontier” or the “Company”). The Company and the Department may be referred to herein together as the “Parties.” The Agreement resolves fully and finally all issues and allegations that have been raised or could have been raised against Frontier in Case 20-M-0360.

BACKGROUND

On or about September 2019, Rochester Gas and Electric Corporation (RG&E) and Frontier both informed the Department of alleged unauthorized network attachments made to their poles by Greenlight Networks, LLC (Greenlight) in western New York. Greenlight, in turn, alleged to the Department, among other things, that RG&E and Frontier failed to review and approve its applications in a timely manner as required by the Pole Order, which thereby, in Greenlight’s view, gave it the right to attach fiber-optic cable to RG&E’s and Frontier’s utility poles.

The Department undertook a six-month investigation, which revealed that Greenlight deployed its network on thousands of RG&E and Frontier utility poles without their authorization and in apparent violation of the 2004 Pole Order issued by the New York Public Service Commission (“Commission”), which establishes safety and pole attachment standards. The Department’s investigation also indicated that Frontier and RG&E did not timely process Greenlight applications and allowed Greenlight’s non-conforming pole attachments (as well as pre-existing non-conforming pole attachments) to remain in place without proper review, investigation, or remediation for unsafely installed attachments. On November 20, 2020, the Commission issued an Order to Show Cause, directing all parties to show cause why penalties should not be sought due to the above-noted apparent violations.

On December 15, 2020, Frontier filed a Notice of Impending Settlement Negotiations in Case 20-M-0360. Since that date, the Parties have been engaged in productive discussions regarding the resolution of the matters raised before the Commission.

As a result of those negotiations the Department and the Company, in an effort to forego further litigation of this matter, propose the following settlement, described in detail below, for a negotiated resolution consisting of the commitment by Frontier to contribute $5 million into an escrow fund to be administered by the New York State Broadband Program Office (BPO) and allocated by the BPO for the construction of wireline broadband in New York State.

TERMS OF THE SETTLEMENT WITH RESPECT TO CASE 20-M-0360

The Parties have agreed to settle all allegations and claims raised or that could have been raised in Case 20-M-0360 on the terms set forth in the following Paragraphs 1-13 below.

1. Frontier shall execute the Pole Audit as submitted to the Secretary on January 1, 2021 as modified and approved by the Department’s Office of Telecommunications on April 6, 2021, and implement the required actions thereunder per its terms as applicable to Frontier, and the Pole Audit shall be enforceable by the Commission upon Agreement approval. Frontier will be entitled to collect any back rent and amounts owed to it by Greenlight and any other attachers identified by the Pole Audit or otherwise.

2. Frontier shall execute the “Cooperative Construction Agreement” relating to known and existing NESC violations, and implement its required actions thereunder per its terms as applicable to Frontier, and shall be enforceable by the Commission upon Agreement approval.

3. Frontier will make a one-time deposit of FIVE MILLION DOLLARS ($5,000,000) into an escrow fund to be administered by the New York State Broadband Program Office (“BPO”) and allocated by the BPO for the construction of wireline broadband in New York State, including locations in eligible un(der)served census blocks within the service territories of Frontier and its affiliated NY operating companies, as to which locations Frontier and its affiliated NY operating companies shall have a 30-day right of first refusal prior to the BPO including such locations in a public bid or auction process.

4. The Parties acknowledge and agree that this Agreement is the compromise of disputed positions. The Parties have entered into this Agreement voluntarily and have determined that this Agreement constitutes a fair and reasonable resolution of all allegations and claims raised, or that could have been raised, in Case 20-M-0360 as relative to Frontier and avoids litigation of all such allegations and claims. The terms of this Agreement are not intended to be, and shall not be construed or interpreted to be, an admission by any Party hereto of any violation, fault, liability or wrongdoing or that these events are amenable to suit, or that the Settlement Amount is a penalty.

5. The Department will recommend that the Commission not institute or cause to be instituted against Frontier, its parent companies or affiliates, or their respective directors, officers, employees, agents or shareholders, a penalty or prudence action under the Public Service Law, or under any other statute, regulation, or Commission order, with respect to Frontier’s actions, inactions, or practices, directly or indirectly related to the Case 20-M-0360.

6. The terms of this Agreement pertain to Case 20-M-0360, and shall be presented to the Commission for review and its potential approval via a draft order presented and supported by the recommendation of the Department.

7. This Agreement is subject to ratification or approval by the Commission and will have no effect in the absence thereof. Unless the Commission approves this Agreement in its entirety, without modification, and accepts the Recommendation of the Department not to institute or cause to be instituted against Frontier, its parent companies or affiliates and their respective directors, officers, employees, agents or shareholders, a penalty action under the Public Service Law, or under any other statute, regulation or Commission order, with respect to the actions, inactions or practices of Frontier, its parent companies or affiliates, directly or indirectly related to Case 20-M-0360, Frontier may withdraw its acceptance and execution of this Agreement by serving written notice on the Commission, and shall be free to pursue its positions without prejudice. If the Commission approves this Agreement or modifies it in a manner acceptable to Frontier, the Parties intend and agree that this Agreement will be thereafter implemented in accordance with its terms.

8. The terms of this Agreement fully and finally resolve all the issues and concerns raised and/or asserted, or that could properly have been raised and/or asserted, in Case 20-M- 0360 as to the Company, including without limitation the issues raised or asserted in the Department’s investigation and the November 20, 2020 Order to Show Cause, or that could properly have been raised or asserted with respect to the Company’s pole attachment, permitting and inspection processes. Upon Commission approval of the recommendation and issuance of a Commission Order confirming these terms, Frontier, its parent companies and affiliates and their respective directors, officers, employees, agents and shareholders shall be released from any and all liability or claims arising out of such issues and concerns that could be brought by the Department or by any other agency of the State, including without limitation any penalty action under the State Public Service Law (“PSL”), or any other statute or regulation or Commission order, with respect to their actions, inactions, or practices directly or indirectly related to Case 20-M-0360 and/or their pole attachment, permitting and inspection processes.

9. The execution, delivery and performance of this Agreement by each Party hereto is within its corporate, statutory and/or regulatory powers, as appropriate, has been duly authorized by all necessary corporate, statutory and/or regulatory action, and does not and will not (i) require any governing or governmental consent or approval except as required in Paragraphs 6 through 8, (ii) contravene its organizational documents or enabling legislation, or (iii) violate applicable law.

10. The Parties agree that the Agreement is in the public interest because, in their view, the Agreement is reasonable and provides substantial funding at no expense to customers that would not be available for the benefit of the Company’s respective customers, but for the Agreement. The Parties further agree that the Agreement is consistent with the law and regulatory, economic, social, and other policies of the Commission and the State and compares favorably with the alternative of full litigation and the potential outcomes thereof.

11. Further, upon such Commission ratification or approval as described in Paragraph 7 herein, the investigative examinations by the Department initiated in Case 20-M-0360 is deemed completed as it relates to the Company. Frontier agrees to provide reasonable cooperation to the Department with respect to any continuing investigation or litigation involving other parties to Case 20-M-0360.

12. This Agreement may be executed by original, facsimile, or electronic signature, each of which shall be equally binding. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, together, shall constitute one and the same agreement.

13. In the event of any disagreement over the interpretation of this Agreement or implementation of any of the provisions of this Agreement, which cannot be resolved informally among the Parties, such disagreement shall be resolved in the following manner: (a) the Parties shall promptly convene a conference and in good faith attempt to resolve any such disagreement and/or request the assistance of the Commission’s Office of Alternative Dispute Resolution for mediation or other appropriate process; and (b) if any such disagreement cannot be resolved by the Parties or alternative process, any Party may petition the Commission for resolution of the disputed matter.

IN WITNESS WHEREOF, each of the Parties hereto has executed this Agreement as of the day and year first written above.

FRONTIER TELEPHONE OF ROCHESTER, INC.

By: ______Name: Kevin Saville Title: Senior Vice President and General Counsel

STATE OF NEW YORK DEPARTMENT OF PUBLIC SERVICE

By: ______Name: Andrea Cerbin Title: Assistant Counsel, Office of Investigations and Enforcement