570 ' 282 - 6121 ADAMS CABLE SERVICE 1 • 888 - 222 - 0077 Fax; 570 -282-3787 19 North Main Street, Carbondale, PA 18407 www.adamscable.com

April 13. 2015

New York State Department of Public Service Attention: Kathleen H. Burgess 3 Empire State Plaza Albany, NY 12223-1350

Dear Secretary Burgess,

The attached documents are for the Commission's review of the franchise agreement between the Town of Kirkwood and Adams CATV, Inc.

Ifthere are any questions, please contact me at (570) 282-6121. I am available Monday through Friday from 8:00AM to 4:30PM. You may also email me wendv@echoes.net.

Respectfully, \ 'T/c. O

Wendy Hartman General Manager Adams CATV, Inc. CABLE TELEVISION FRANCHISE RENEWAL AGREEMENT

TOWN OF KIRKWOOD

This Agreement made this 31st day of March, 2015, between the TOWN OF KIRKWOOD (hereinafter referred to as Town), a New York mimicipal corporation with its offices and principal place of business at Kirkwood Town Hall, Kirkwood, NY 13795, party of the first part, and ADAMS CATV, INC. (hereinafter referred to as Franchisee), a Pennsylvania business corporation having its principal office at 19 North Main Street, Carbondale, PA 18407, party ofthe second part.

WHEREAS, Franchisee currently provides cable television service within the Town under authority of a franchise which expired prior hereto; and under authority of a franchise which has expired prior hereto; and

WHEREAS, Franchisee has applied to theTown fora renewal of the fi^chise; and

WHEREAS, the Town and Franchisee desire to renew the aforesaid franchise and amendments thereto, and to restate the terms and conditions of Franchisee's franchise to provide cable television service within a portion ofthe town; and

WHEREAS, on the 27th day of January 2015, the Town Board of the Town held full public hearing affording due process to consider the renewal of the franchise to Franchisee pursuant to Section 64(7) of the Town Law and under the fi"anchising procedures of the New

York State Public ServiceCommission (hereinafter referred to as Commission); and

WHEREAS, the technical ability and financial condition and character of Franchisee were considered and approved by theTown Board (hereinafter referred to as Town Board) of the

Town at such hearing; and WHEREAS, the application of Franchisee for the rebuild, upgrade and operation of the Cable System (as defined hereinafter) was found by the Town Board to be adequate and feasible subjectto the termsand conditions set forth herein; and

WHEREAS, the parties hereto agree that this proposed fi*anchise agreement complies with the franchise standards required by the Commission, the Federal Communications

Commission (hereinafter referred to as FCC), and Federal Cable Communications Policy Act

(hereinafterreferred to as FederalAct); and

WHEREAS, by resolution of the Town Board dated the 31®' day of March, 2015, the

TownBoardauthorized the Supervisor of the Townto signthis franchise agreement.

NOW, THEREFORE, the Town Board and Franchisee, in consideration ofthe premises and mutual covenants contained herein, do herebymutually agree as follows:

Section 1. Definitions

For the purpose ofthis Agreementthe following terms, phrases, words, abbreviations and their derivations shall have the meanings given herein. When not inconsistentwith the context, words used in the present tense include the future; words in the plural number include the singular number; and vice versa. The word "shall" is always mandatory and not merely directory.

A. "Cable system" shall mean a facility, consisting ofa set ofclosed transmission paths

and associated signal generation, reception, and control equipment that is designed to

provide cable service which includes video programming and which is provided to

multiple subscribers within a community.

B. "Franchise" shall mean the non-exclusive right and privilege in the Primary Service

Area, to erect, place in and to construct, maintain and operate in, over and under the present and futiu-e Towns streets. Town roads, Town highways, Town sidewalks, Town alleys. Town public land and Town public places in or of the Town, towers, poles, lines, cables, necessary wiring and the other apparatus for the purpose of transmitting, receiving, amplifying and distributing telephone, telegraph, television signals, radio signals, internet access services within the Primary Service Area of the Town and to the inhabitants thereof. At least annually Franchisee shall review and determine if there are any unserved areas of the Town that would qualify for services based on current density. If so Town and Franchisee may engage in discussions as to whether some portion of the ftanchise fees due hereunder should be utilized to assist/encourage expansion into underserved areas of the Town, c. "Franchise area" shall mean the areas ofTown of Kirkwood in the County of Broome, State of New York. Indicated on the map designated as Attachment Aattached hereto and made apart hereof, hereafter referred to as the Primary Service Area. D. "Gross Revenues" shall mean all revenues, cash, credit, property of any kind or nature, or other consideration received directly by Franchisee fi-om the Primary Service Area and derived from the operation of the cable system or from the exercise of the franchtse by Franchisee. Gross revenues shall include all items described in

Section 23 hereof.

Section 2. Grant The Town hereby grants to Franchisee the non-exclusive right and privilege to erect, place in the Primary Service Area of the Town and to construct, maintain and operate in said area, over and under the present and future Town streets. Town roads. Town highways. Town sidewalks. Town alleys. Town public land and Town public places in or of the Town, towers. poles, lines, cables, necessary wiring and the other apparatus for the purpose of transmitting, receiving, amplifying and distributing telephone, telegraph, television signals, radio signals, internet access services, other video and aural programming services, and other communications services within the Town and to the inhabitants thereof. While this franchise remains in effect, the Town reserves the right to award subsequent franchises to other parties.

Sections. Term

The term of this agreement shall be for a period of Ten (10) years commencing on

March 31, 2015, or upon issuance by the Commission of a certificate of confirmation of this franchise agreement, whichever is later. Franchisee shall apply for such certificate within sixty

(60) days ofthe date ofthis agreement.

Section 4. Line Extension Policv

Franchisee shall comply with the line extension rules set forth in Commission Rule

Section 595.5.

Section 5. Franchise Area

The franchise rights and obligations setforth in this agreement shall be applicable to the

Franchise Area.

Section 6. Rates

Attachment B attached hereto sets forth Franchisee's current rates and charges for cable television service. Franchise shall promptly file a new Attachment B with the Town upon any change in such rates and charges. The Town shall be entitled to regulate rates for the provision of "basic cable service" as permitted by, and as that term is defined in, the Federal Act and applicable FCC regulations. In accordance with the provisions of 9 NYCRR Part 595.1(e), the rates and charges imposed by the Franchisee for cable service shall be subject to theapproval of

theTown andtheCommission to theextent consistent with applicable state andfederal law.

Subscription to the service herein authorized shall be wholly voluntary and optional to the residents ofthe Town.

Franchisee shall not make or grant preference or advantage to any person, nor subject any person to prejudice or disadvantage with the same classifications ofservice as to rates, charges, services, facilities, rules, regulations or in any other respect; provided, however, this shall not be deemed to prohibit the establishment ofa graduated scale of charges and rate classifications for residential and commercial services to which any customer coming within such classification shall be entitled.

Section 7. Customer Service

(a) Franchisee shall maintain an office and toll free number for the purpose of receiving and responding to cable television subscriber complaints. In addition, a maintenance service staff will be available at that office. Franchisee shall use its best efforts to maintain a payment center reasonably accessible to the residents of the Town. Franchisee currently maintains an office in Carbondale, Pennsylvania. Upon notice. Franchisee shall expeditiously investigate and resolve complaints regarding the quality of service, equipment malfunctions andsimilar matters.

The Franchisee'soffice shall be openat least8:30AM to 4:30 PM, Monday through Friday, and

Franchisee shall have a listed local or otherwise toll free telephone number so operated that complaints and requests for repairs or adjustments maybe received twenty-four (24)hours a day.

All customer complaints must be handled promptly by Franchisee. Franchisee shall provide written notice to each subscriber upon installation and at intervals of no more than one year of the procedure for reporting and resolving subscriber complaints. (b) All subscriber complaints or trouble calls shall receive investigative action by Franchisee on the same day such complaint or call is received at the local office, ifpossible, but in no case later than the following business day. Franchisee shall give credit for any service outage in excess of four (4) continuous hours. Subscriber complaints and trouble calls shall be processed in compliance with the standards set forth, and in compliance with, the Rules and

Regulations ofthe Commission. (c) Franchisee shall provide notice to its subscribers of its billing practices, subscriber information, availability of parental control devices, the procedure for reporting and resolving subscriber billing and technical complaints, and equipment compatibility. Such notice may be written or by such other means as the FCC or Commission may from time to time approve. Such notice shall be given in writing to each subscriber at the time of initial subscription, reconnection, semi-annually or annually, and as required by the Rules and Regulations of the

Commission. Franchisee shall also provide subscriber Privacy Notices in accordance with applicable FCC Regulationsor FCC Policy.

(d) Cable television service will be provided by Franchisee to any subscriber who demands service and who is located within 200 feet of an aerial feeder cable, and the current charge for the installationcharge specifiedin Attachment A.

(e) All structures and all lines, equipment and connections in, over, under and upon streets, roads, highways, sidewalks, alleys and public ways and public places of the Town, wherever situated or located, shall at all times be kept and maintained in a safe, suitable, substantial condition and in good order and repair.

(f) The signal ofany audio or video service carried on the Cable System shall be carried without material degradation in quality withinthe limitsimposed by the technical state of the art. and as set forth by the FCC. The Cable System shall be operated in accordance with the rules and regulations ofthe FCC and the Commission.

(g) All complaints against Franchisee relating to its performance under this Agreement, including but not limited to those concerning quality of service, equipment malfunctions and billing disputes, shall be received at the aforesaid office of Franchisee by duly authorized employees ofFranchisee.

(h) A subscriber's service shall not be terminated because of non-payment of a bill imtil delinquents in the amount equal to two (2) months service and the subscriber has been given five

(5) days written notice ofintent to terminate.

(i) Franchisee shall have the authority to promulgate such rules, regulations, terms and conditions governing the conduct of its business as shall be reasonable necessary to enable

Franchisee to exercise its rights and perform its obligations under this Franchise and to ensure an uninterrupted service to each andallof thesubscribers to its Cable System, so long as such rules, regulations, terms and conditions do not conflict with this Agreement or any statue or rule or regulation ofthe Commission or FCC.

G) Franchisee shall at all times comply with the customer service protection standards of

Commission Rules Parts 590 and 596.

Section 8. Construction

(a) Franchisee shall construct, continue to operate and maintain acceptable cable system service in a safe and reliable manner. The minimum number of channels available on the proposed cable system shall at all times to maximize the number of energized channels available to subscribers which shall consist of not be less than 50 channels. The cable system shall at all times not be operated on less than 750 MHZ. (b) Franchisee shall construct the Cable System using materials of good and durable quality, and all work involved in construction, installation, maintenance and repair of the Cable System shall be performed in asafe, thorough and reliable manner. (c) Franchisee agrees that all installation of cable and wires shall be erected in accordance with the approval of the utility companies owning the relevant poles or undergiound ducts and also in accordance with the approval of the Town Commissioner of Public Works or other town officer or employee designated by said Commissioner. All cables and wires shall be maintained in asafe condition at all times and all installations shall be made pursuant to and in accordance with the terms and conditions of any and all applicable local laws, ordinances, resolutions, rules or regulations of the Town which are now or hereafter may be adopted by the Town relating to the electrical wires, telephone wires, intemet wires and television wires and cables. In addition. Franchisee agrees to install and maintain the Cable System in amanner which does not interfere with television reception already in existence in the Town. Franchisee further agrees to comply with all orders, regulations and rules issued by the Town and agrees that the Cable System shall be subject to inspection by the Commissioner of Public Works or other town officer or employee designated by said Commissioner at any and all times. Franchisee agrees to procure, prior to the commencement of the services hereunder, such licenses, permits, and approvals, as may be required by applicable law, ifany, from Federal and State regulatory bodies. All ofthe work done by Franchisee in connection with the construction, reconstruction, maintenance, service or repair of the Cable System shall be subject to, and governed by, all local laws, ordinances, resolutions, laws, rules and regulations of the Town now in force or that may be hereafter passed and adopted for the government and regulation thereof and not inconstant herewith. Further, the construction, maintenance and operation of the Cable System shall be subject to all lawful police powers and regulations by the Town. The Town shall have the power at any time to order and require Franchisee to repair, abate or cease using any pole, tower, wire, cable, electronic conductor or other structure or facility that is dangerous to life or property upon reasonable demonstration thereof and the giving of appropriate written notice. In the event Franchisee, after written notice, fails or refuses to act in response to such anotice, the Town shall have the right and power to repair, remove or abate the same at the same at the expense of Franchisee, all without compensation or liability for damages to Franchisee. Franchisee will remove any equipment no longer in use. (d) All construction and maintenance of the Cable System shall be carried out in accordance with applicable requirements ofthe National Electrical Safety Code ofthe National Board ofthe Fire Underwriters, the New York State Uniform Fire Prevention and Building Code, the applicable rules and regulations of the FCC, the applicable rules and regulations of the

Commission, and such other United States, New York State and local statutes, local laws, ordinances, resolutions, code, rules and regulations asmay be applicable.

(e) The Town shall have the right to adopt, in addition to the provisions contained in this agreement and existing applicable ordinances and local laws, such additional regulations as it shall find necessary from time to time in the exercise ofitspolice power; provided, however, that such regulations arenot materially in conflict with theprovisions of this agreement.

Town agrees that, subject to the approval ofthe Commissioner ofPublic Works or other town officer or employee designated bysaidCommissioner. Franchisee mayerect a poleor line of poles where existing poles are notavailable orsuitable toitsoperation.

(f) The Town may, to the extent authorized by law, use its best efforts to assist

Franchisee, whenever possible, in obtaining from the utility companies permission for Franchisee to jointly use the poles and pole line facilities of the utility companies, provided that such use does not interfere with their normal operations, so that the number of new and additional poles constructed within the boundaries ofthe Town may be minimized. (g) Franchisee agrees that, wherever required by law to do so or at its own election, it will erect portions of its Cable System by extension of cable through underground facilities; that any underground cables laid in or crossing streets, roads or highways in the Town shall be in compliance with such reasonable requirements as may be prescribed by the Town; and that the expenses of repairing any such streets, roads, or highways as a result of its installation of underground facilities shall be borne byFranchisee. Franchisee further agrees that the Cable System and the location ofits poles, cables, and other facilities shall not be or become an easement, right ofway or a vested interest but shall be removed by Franchisee at its expense whenever the same restrict or obstruct the operation, location or relocation ofany future or existing streets, roads, highways, alleys, or public places.

(h) Any work which requires work on damage to the surface of any street or which will interfere with traffic shall not beundertaken without prior written permission and approval of the mannerofdoingthe work by the appropriate Town official designated by the Town.

(i) No poles or other wire holding structure shall be erected by Franchisee without the prior written approval of the appropriate Town official designated by the Town through established permit procedures to the extent that same now or hereafter may exist, with regard to the location, height, type and any other pertinent aspect of such wire holding facilities.

However, suchapproval may not unreasonably be withheld or delayed.

0) All structures, lines and equipment erected by Franchisee within the Town shall be so located as to cause minimum interference withthe proper use of streets, roads, highways, alleys.

10 easements and other public ways and public places, and as to cause minimum interference with the rights or reasonable convenience of property owners who join any of the said streets, highways, alleys or other public ways and places. Existing poles, posts and other such structures of the electric power company or any telephone company or any other public utility which may be available to Franchisee shall be used to the extent practicable in the order to minimize interference with travel. Where both power and telephone utilities are placed underground. Franchisee s cables shall also be placed underground in any lawfully approved subdivisions and, tothe extent reasonably practicable, inany locations. (k) Franchisee shall have the right and authority to trim, cut or keep clear trees and bushes upon and overhanging any part ofthe Cable System (so as to keep same clear ofits poles, wires, cables, conduits and fixtures) without the consent ofTown. Before commencing any tree orbush trimming, cutting orclearing onprivate property. Franchisee shall first obtain the written permission ofthe property owner.

(1) In the case of any disturbance of pavement, sidewalk, driveway or other surfacing.

Franchisee shall, at its own cost and expense in a manner approved by the appropriate Town official designated by the Town, replace and restore all paving, sidewalk, drivewayor surfacing so disturbed in as good condition' as before work was commenced.

(m) If at any time during the term ofthis Agreement the Town shall lawfully elect to alter or change any street, road, alley, highway,easementor other public way requiring the relocation ofthe facilities or Cable System ofFranchisee, thenin such eventFranchisee, upon at least forty- five (45) days written notice by the Town, shall remove, relay and relocate the same at the expense ofFranchisee.

11 (n) Franchisee shall, upon the request of any person holding a building moving permit issued by the Town, temporarily raise orlower its wires to permit the moving ofbuildings. The expense of such temporary removal or raising or lowering of wire shall be paid by the person requesting the same, and Franchisee shall be given not less than seventy-two (72) hours advance notice to arrange for suchtemporary wirechanges.

Section 9. Svstem Description

(a) Attached hereto as Attachment C is a system description, which Franchisee represents is accurate and complies with Commission Rule Section 595.1(b), and which sununarizes the system design and operation. Franchisee shall comply fully with the provisions of 9 NYCRR

Part 595.5 (Requirements for Construction of Cable Television Plant and Provision of Cable

Television Services).

(b) Franchisee shall extend its cable system beyond areas served from time to time in accordance with the Commission's line extension regulations.

(c) All work involved in the construction, installation, reconstruction, upgrading, maintenance and the repair of the Cable System shall be performed in a safe, thorough and reliable manner.

(d) All technical specifications and the operation of the Cable System shall at all times conform to the specifications established by the FCC and Commission.

(e) Franchise shall:

(1) Use facilities capable ofdistributing color television signals;

(2) Produce a picture ofgood quality that is undistorted, free from ghost

images and accompanied by proper sound on typical TV receivers in

good repair, all as good as the state ofthe art from time to time allows;

12 (3) Transmit signals ofadequate strength to produce good pictures and sound atall outlets without cross-modulation in the cables and without interfering

with otherelectrical or electronic systems; (4) Render efficient service, making repairs promptly, and interrupt service only for good cause and for the briefest possible period, preceded ifpossible

bynotice and to occur, ifpossible, during periods ofminimum system use.

Section 10. Prohibition ofAbandonment

Franchisee shall not abandon any service area provided under this franchise agreement nor shall it abandon any portion of such service area without the prior written consent of the

Town Board.

Section 11. Indemnification - Insurance - Securitv

(a) Franchisee shall defend, indemnify and save the Town and its officers, employees,

agents, engineers, and attorneys harmless from all damages and losses sustained by, and

expenses incurred by, the Town or any ofits officers, employees, agents, engineers or attorneys

on account of any suit, judgment, action, cause of action, execution, claim, damage, injury or

demand whatsoever occasioned by or arising out of the construction, erection, maintenance,

repair removal or operation of the Cable System or the exercise by Franchise of the franchise

rights granted herein. Nothing herein shall be deemed to require Franchisee to defend,

indemnify or hold harmless the Town in the event of any claim or demand arising solely from

the negligent acts or omissions ofthe Town. For this purpose. Franchisee shall obtain and carry a general comprehensive liability insurance policy written with good and solvent companies

(naming the Town and its officers, employees, agents, engineers and attorneys as additional

insureds), and alsowritten by an insurance company or companies qualified to do business in the

13 State ofNew York. The amounts ofsuch msurance shall not be less than $1,000,000.00 for liability due to damage to property, not less than $2,000,000.00 for liability due to bodily injury or death ofany person, and not less than $3,000,000.00 for liability due to any one occurrence. The Town shall notify Franchisee within thirty (30) days after the presentation of any claim or demand either by suit or otherwise made against the Town on account of any negligence or other conduct on the part of Franchisee. Franchisee shall pay all costs and expenses incurred by the Town to defend itself in regard to all damages, losses, and expense mentioned in this section. These expenses shall include out-of-pocket expenses such as reasonable attomey*s fees, costs

and disbursements. (b) Acertificate evidencing the insurance coverage required by paragraph (a) above shall be delivered by Franchisee to the Town Clerk ofthe Town within sixty (60) days ofthe date of this franchise agreement. Such Certificate shall state that the Town be given at least thirty (30)

days prior written notice ofany cancellation ormaterial change incoverage.

(c) Franchisee shall execute, deliver and file security in the form of its bond or letter of

credit in the amount of $1,000.00 with the Town Clerk of the Town within thirty days of the

execution ofthis franchise to guarantee the faithful performance by Franchisee ofthe obligations

of the Franchisee hereunder. If forfeiture under the bond shall occur. Franchisee shall post

additional Security to cover the amount so forfeited so that at all times during the term of the

franchise the security posted by Franchisee will remain at $1,000.00. Upon termination of the

franchise, the bond or any moneys deposited with the Town by Franchisee in accordance with this agreement shall be retumed to Franchisee.

Section 12. Repair ofPronertv

14 Any real property or personal property of the Town danjaged or destroyed by reason of any activity undertaken by Franchisee pursuant to this fianchise agreement shall be promptly repaired or replaced by Franchisee, at Franchisee's expense, and restored to serviceable

condition.

Section 13. Municipal Approval of Sale orTransfer Franchisee shall not assign, sell, convey, or transfer this fianchise agreement without the express prior approval by resolution of the Town Board of the Town, which consent shall not unreasonably by withheld or delayed. Franchisee may pledge this agreement as security for its financing arrangements provided that any such financing arrangements require that any assignee of this franchise agreement (following aloan default) shall assume the obligations of Franchisee hereunder and shall be bound by all ofthe terms and conditions hereunder.

Section 14. Equal Employment As required by law, Franchise shall not refuse to hire or employ nor bar or discharge from employment, nor discriminate against any person in compensation or in terms, conditions, privileges or employment because ofage, race, creed, color, national origin, sex or handicap.

Section 15. Responsible Municipal Officer

The Supervisor of the Town or other designed of the Town Board of the Town of Kirkwood shall be responsible for the continuing administration ofthis franchise.

Section 16. Powers Reserved to the Town

(a) The Town reserves to itself the right and privilege to use and have the use of Franchisee's poles for municipal purposes, upon payment ofreasonable rental rates. (b) The Town reserves the right to reserve to adopt, in addition to the provisions ofthe franchise and existing applicable ordinances and local laws, such additional regulations asit shall

15 Section 17. .Sev.^..,.. ' fi-«=Wse.

a, or unconstitutional by any Court or regulatory agency of competent

Pl»xorpcrtM,W. l« i^pprpvil iiii|Amfnri.^..,,^f.Yrij in,,

mission to the extent provided by law. mF„cfce « „ .„ ^ .«». An, „«„ ^ ^ ^ 1n«M,1 .pplicWc, bn considered .,p,„ ofthe Ihirehis, ,grem„ (0 in ,he c.™ ib., ,bc p„: o, ». c.rereission s„ch ,«„c„re of «. pre..s.oo! of ,is rei„ ,„d resnlalons tbni .onld reqnire ihe «™„dm=nl of ihl, agremcni .11 « «d.ndn.e.. .b.„ bo ,.co„.„red b«, dd, tacb.„ «i..ind .0d.. Of.dopdo. Ofsnob ..re«b.cb »d d,. the Commission. Section 19 Mnnicinal rn.p.f.f..„. Pem.lf.tn„, shall have the nght to nght to require Franchisee through its accounting ». P«„oc.« . Cdrendalc PA . .bccc „cb ooi, b. »„ iocred ,o prewdc oopres ,0 Oreniofs consnlreni Of books, reocdA ».p., puns «|. 2

16 F™..h,« p,„™, „ «,„ ^ ^ ^ ^ business hours. (b) in the even, that an audit reveals an unde^ent of franchise fees. Franchisee will rennt the underpaid anrount within 60 days of notificatiorrs. Franchisee shall also pay interest on rpatd amount as arate equal to the prime rate of Manufacturers and Traders Bank plus 3% compounded monthly from the date the underpayment occurred through the date the corrected payment is issued. Said interest will not be passed through to subscribers. (c) In the event that an audit reveals an overpayment of fianchise fees, Franchisor will remit the oveqiaid amount within 60 days of notifications. Franchisee shall also pay interest on the overpaid amount as arate equal to the prime rate of Manufacturers and Traders Bank plus 3% compounded monthly from the date the overpayment occurred through the date the corrected payment is issued. Section 20. Access to, and Easements in. New Snhitivicinnc (a) Franchisee shall locate its facilities underground in areas of the Town where all electric and telephones utilities are so located. In the event that it is not feasible for Franchisee to locate its facilities underground, it may petition the Town for permission to locate such facilities above ground. () For the purpose of providing for the future growth and development of cable television service, the Town Planning Board shall be encouraged to request, to the extent legally permissible under applicable laws, that all future subdividera grant Franchisee access to, and necessary easements in, new subdivisions for the purpose of installing cable television lines.

17 Such access and easements shall be similar to those gnmted public utilities such as telephone and

power companies. Section 21 Fr^e Service Dmpg (a) Upon written request Franchisee shall, at its expense, install and provide one free outlet of basic and expanded basic and expanded cable service situated within 200 feet of areas served by the Cable System service at no charge to outlets installed in each of the following

buildings: (1) any school (public, private or parochial);

(2) fire stations

(3) any structure housing an ambulance (4) any other governmental office buildings ofthe Town; and (5) a common room ofany Senior Center inthe Town.

Section 22. Previous Franchise Agreements All previous franchise agreements between Town and Franchisee shall no longer be of any force and effect as ofthe effective date ofthis franchise as set forth in Section 3 above. However, any obligations of Franchisee to insure or defend, indemnify and hold harmless the Town or any of its officers, employees, agents, engineers and attorneys shall survive any termination of such previous franchise agreements, and any liability of franchise to the town under previous agreements for acts, omissions or other violations thereof by franchise shall survive.

Section 23. Pavment ofFranchise Fees Franchisee shall pay to Town an annual franchise fee of three percent (3%) of Gross Revenues received directly from subscribers within the Town derived from basic, expanded, pay

18 per view services, and monthly equipment charges. This franchise fee may be added by Franchisee to the subscriber's monthly statement unless applicable federal or state law allows municipalities, such as the Town, to pmhibit Franchisee from adding said franchise fee to the subscriber's monthly statement in which event Franchisee is hereby prohibited from adding said franchise fee to the subscriber's monthly statement. Gross Revenues shall include revenues received by Franchisee for the provision of the basic and expanded cable tiers, all premium channels and equipment rental fees. In the event that any federal or state statute, rule, or regulation shall require adifferent definition of "gross revenues", the Town and Franchisee agree to re-adjust the pereentage payable to the Town so that the Town will receive approximately the same dollar amount of payments, utilizing said percent paid by Franchisee, as would have been paid under the definition herein. (a) If Grantee charges a combined or "bundled" rate for apackage of services which includes Cable Services subject to the franchise fee and other services which are not subject to the franchise fee, the franchise fee shall be imposed on the portion of the bundled charge applicable to the cable services subject to the cable services subject to the franchise fee as reflected in charges being made to customers of Franchisee residing in the Primary Service Area and the bundled rate shall be applied equally

across all services provided (b) The foregoing payments to the Town shall be made by Franchisee on a quarterly basis, by the last day of the months of May, August, November and February. Each payment shall be accompanies bya brief report of the Franchisees' Gross Revenues for the preceding quarter. In the event that afranchise fee payment is not received by the Town within the specified 60 days from the end of the quarter. Franchisee shall

19 pay the Town apenalty of $100 per day or 1.5% of the total amount due ,whichever is more, until such time as said payment is received.

Section 24 Tprtnination (a) Franchisee shall not be deemed nor declared to be in default under any of the conditions, provisions, requirements or limitations of this ftanchise agreement in any case in which the performance of such condition, provision, requirement or limitation is prevented by reason of stakes, injunctions or other causes beyond control of Franchisee, provided that Franchisee shall not have instigated such strike, or shall not have been responsible for suits or injunctions or other causes ofdelay. (b) Franchisee shall not be declared in default of any provision contained herein unless Franchisee shall have been notified by the Town, in writing, of the condition or act for which a violation IS alleged. Franchisee shall have aperiod of thirty (30) days in which to remedy or to take reasonable steps to remedy such condition or act. There after adefault shall be declared only by resolution of the Town Board after publication ofpublic notice and the giving of written notice to Franchisee and the granting to Franchisee of an opportunity to be heard at apublic hearing. (c) Upon termination of the period of this Franchise agreement by passage of time or otherwise, Franchisee shall (unless anew franchise agreement has been signed by Town and Franchisee), at its cost and expense, remove its supporting structures, poles, transmission and distribution systems. Cable System and other appurtenances from the streets, roads, highways, ways, lanes, alleys, parkways, bridges, and other public places in, over, under or along which they are installed and shall restore the areas to their original condition. If such removal is not

20 removed as having been abandoned. Section 25 r;.n^»l|^tinn pf Town shall have the nght to cancel this Agreement for any of the following reasons: excesfoTsiX'iM)'Saj^®frXf^^^^^ for aperiod in (b) For knowingly submitting false records or reports to the Town.

"""-F-«•-P".» «». ,f«,y offlo., (d) For violation of any applicable law or regulation (e) For violation ofthis agreement.

Section 26. AbanHnnment of Sftrvir^ Franchisee is expressly prohibited from abandoning any service undertaken under this agreement or any portion thereof without the express prior written consent of the Town. In the event Franchisee makes ashowing of financial loss without any reasonable expectation of terminating such losses, such written consent shall not be unreasonably withheld by Town.

Section27. Approval ofthe State rnmmi>=Qinn The terms of this agreement, and any subsequent amendments hereto, are subject to applicable federal, state and local laws, the Rules and Regulations of the FCC, the Rules and Regulations of the Commission and any other applicable regulatory body with appropriate jurisdiction. Further, the terms of this Agreement and any subsequent amendments, are subject to the approval ofthe Commission and the FCC. Section 28. Notices and Payment.<;

21 Any notice and payments required hereunder shall be mailed or delivered to the patties hereto at the addresses set forth on page 1hereof, or at such other address as shall be specified by written notice sent by one party to the part hereto.

Section29. Construction ofAgreement This Agreement shall be constructed, interpreted and enforced in accordance with the laws of the State of New York. The Franchise consents to exclusive venue in any action by or against the Town of Kirkwood regarding this Franchise Agreement or any events occurring hereunder to be in Broome County, New York.

Section 30. Complete Agreement This Agreement represents the complete agreement and understanding of the parties with respect to the subject matter hereof, and cannot be amended orally. The officers of applicant certify that all facts contained in this application are true and accurate.

Section 31. Written Notice.

All notices, reports or demands shall be given either by email with designated email address or by paper notice, hand-delivered or deposited in the United States mail in a sealed envelope with certified mail postage prepaid thereon, orby express mail orovernight air courier addressed to theparty to which notice is being given, as follows;

Ifto Grantor: Town ofKirkwood 70 Crescent Drive Kirkwood, NY 13795 Attention: Town Clerk Telephone: 607-775-1966

If to Grantee: ADAMS CATV, INC. 19 North Main Street, Carbondale, PA 18407 Attention: Wendy Hartman, General Manager

22 Telephone: 607-584-0612

Section 32. Ceitifirafmn IN WITNESS WHEREOF, the parties have executed March, 2015. this agreement as of the 31st day of

TOWN: TOWN OFKIRKWOOD

By-; Gordon E. Kniffen, Supei

Gayle MyOiffendorf, Tom Clerk

FRANCHISEE: ADAMS CATV, INC.

reneral Manager COMMONWEALTH OF PENNSYLVANIA ) COUNTY OF ) On this j^day of April 2015 before me personally came WENDY HARTMAN, to me personally known, who, being by me duly sworn, did depose and say that [he/she] resides in [address]; that she is the General Manager of Adams CATV, Inc., the coiporation described in, and which executed the within Instrument; and that it was so signed by order of the Board of

Directors of saidcorporation.

COMMOIWEAITH OfPgWWSVLVMm Notary Public NOTARIAL SEAL EOMONO BURRELL Commonwealth of Pennsylvania NotaryPublic CARBONOALE CITY. LACKAWANNA CNTY LAgJ

23 STATE OF NEW YORK ) ) SSI COUNTY OF BROOME ) On this 31 day of March 2015, before me, the subscriber, personally appeared GORDON E. KNIFFEN, who, being by me duly sworn, deposes and says: That he is the Supervisor of the Town the Kirkwood (the "Town"), the municipal subdivision of the State of New York named mand which executed the above and within Instrument; that he knows the seal of said Town and that the seal affixed to said Instrument is the seal of the Town; that it was so affixed by the order of the Town Board of the Town and that he signed his name thereto by like order; And on the same day before me personally came and appeared GAYLE M. DIFFENDORF, Town Clerk of the Town of Kirkwood, who, being by me duly sworn, deposes and says. That she is the Clerk of the Town; that she knows the seal of said Town and that the seal affixed to said Instrument is the seal ofthe Town; that it was affixed by order of the Town

Board of the Town; that said GORDON E. KNIFFEN, is the Supervisor of said Town and that the signature onsaid Instrument is the signature ofsaid Gordon E. Kniffen as Supervisor.

Notary Rj^c Broome County, New York y y My commission expires [date] UJ30r^

^ MARY KAY SULUVAN Notary Public, State of New York No. 01SU6093667 Residing In Broome Co. O/., My commission expires June 30/

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13 ESPN MD 705 iNDEMAND 6 14 ESPN2HD ?0 YES HO 706 iNDEMAND 7 >1 MLB HI) 711 iNDEMAND Events HD* ?3 NFl HD SPIKE ttiioy i-U au,»(itvOijiilnl Mu-itt alt day long. U NBi. Spoil". N'-lwotV OMX Miir.ir r. inddttt'd tn iho lb Coll Cti.iiifii'l I 111 15 1 i.x Spoils 1 ML) , a, n ,,,, Oh'lf.il P.u-icagc, • IC) VolcKoly iieK DMX Music Channel Lineup: 11 IJihioveiy Chaniitl H[J 12 Natconul Gi^uyraphic MD Symphonic ' Max I dlino 268 Rapture fEdiled Rap) 13 RC HD Lite Classical 269 Hoi Jamz '•4 Science Channel HD New Age I 5 Slai Max 270 Silky Soul i5 HGTVHD 1»E8VIAI\jL> Beautiful Instruments 271 Classic R&B '6 Food Network HD I Movie Max PAV-PER-VIEW Smooth Jazz 272 Blues 7 AWE Jazz 273 Greatest Standards ' Outer Max B Animal Planet HD Gospel Glory 274 The Playground 9 TNT HD The Spirit 275 Holidays& Happenings Showtime Modern Country 0 Universal HD ^HD 276 Y2K Hits 1 Destination America HD Showtime 2 Tradrtionai Country 277 Salsa 2 Travel Channel HD Jazz Vocal Blend 278 Classic Hits Blend events 3 Disney HD Showtime Showcase SfclVl/UVLJ 60's Revolution 279 Latin Hits Malt Shop Oldies 4 ABC Family HD 280 Todays Hits Showtime Women 70's Hits 5 E! HD ©vniME SO's Hits 6 Nickelodeon HO Showtime Family Retro Disco 7 Hub HD 90's Hits B ID HO Showtime Next Adult Contemporary 9 TBS HD Soft Hits 0 A&E HD Showtime Extreme Coffeehouse Rock 1 History HD The Movie Channel Alternative Rock 2 FYI HD Hottest Hits 3 USAHD TMC Extra Classic Rock ip t SyFy HD Groove Lounge 5 FX HD 8 Tracks ) G4 Dance ' Bravo HD Subterranean I Comedy Central HO STARZi Cinema Big Band Swing I Spike HD I Palladia HD STARZ' Kids &Family MTV HD stantf I VH1 HD STARZ! Edge I CMT HD ^ 'i j3k STARZ' Comedy escapes I AXS HD HDNet Movies Local Digital Channels: CNN HD 634 Encore Westerns Fox News HD 305 VtMA DT-2 MSNBC HD 635 Encore Classic 306 WVIA DT-3 Create HBO HO* 310 My Netwoik8 636 Encore Suspense HBO Family HD* 316 QUBO Cinemax HD* 320 WSKG DT-2 Create 637 Encore Black Showtime HD* 321 WSKG DT-3 Create Starz HD* 638 Encore Action encArA- 'ivaulm MibMrtptlan te ormium chinnci 639 Encore Familv Attachment C

Section 9. System Description

Pursuant to NYCRR Part 895.1(b),the cable system has been reconstruGled and upgraded as of September 1, 2003.

The cable system is an "HFC" (hybrid fibercoax) design. The Town of Kirkwood is fed by a fiberoptic node, whichconverts light energy to RF for use in the coax. All equipment used is rated for a minimum of 750 MHZ operation. The cable system is also bi-directional to support high-speed intemet applications and other future services.

Specific geographical areas to be wired - All areas in the Town of Kirkwood in Broome County, New York with great than 20 homes per mile.

Number of homes to be passed - 35

Miles of cable strung - .65 miles

Street names - Fairview Dr, Foley Rd, Kirkwood Rd and Harold St. TOWN OF KIRKWOOD

Town Board Gordon E. Kniffen, Supervisor Joseph A. Griffin Town Hal William J. Diffendorf, Councilman 70 Crescent Driv Lewis C. Grubham, Councilman Kirkwood, NY 1379 Robert F. Weingartner, Councilman (607) 775-1371 LindaJ, Yonchuk, Councilwoman Fax (607) 775-137; TDD (800)662-1221 www.townofkirkwood.on

April 2,2015

Ms. Wendy Hartman General Manager Adams CATV, Inc. 19 North Main Street Carbondale, PA 18407

Dear Ms. Hartman: Enclosed please find the franchise agreement signed by Kirkwood officials. Also enclosed is the certified resolution authorizing the Supervisor to execute the agreement.

Sincerely, ll(ln SjuUlWf) MARY KAY SUCTlVAN Secretary to Supervisor

Enclosures

T\\\S \S aw E(\Ua\ Opportunity Program. Discriimnatiot\ is prohibited by Federal Law. Complaints of discrimination may be 4,0 USDA, Director Office of Civil Rights, Washmgton, D.C. 20250 9410 TOWN OF KIRKWOOD Gayle M. Diffendorf 70 Crescent Dr. Town Clerk Kirkwood, N.Y. 13795 (607)775-1966 FAX 775-5934

RESOLUTION 42-15

Councilwoman Yonchuk moved to adopt resolution authorizing Supervisor to Execute Agreement withAdams CATV, Inc., in accordance with the attached resolution. Councilman Diffendorf seconded. Roll Call Vote: Councilman Weingartner - yes Councilman Grubham - yes Councilwoman Yonchuk - yes Councilman Diffendorf - yes Supervisor Kniffen - yes MOTION CARRIED.

CERTIFICATE

I, GAYLE M. DIFFENDORF, Town Clerk ofthe Town of Kirkwood, in the County of Broome, State of New York, HEREBY CERTIFY, that I have compared the preceding resolution with the original thereof filed in my office on March 31,2015, and that the same is a true and correct copy of said original and of the whole thereof so far as the same relates to the subject matters referred to therein. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of said Town this 2"^ dayof April, 2015.

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' %.> .-U <\ .V- TOWN OF KIRKWQOD Gayle M. Diffendorf 70 Crescent Dr. Town Clerk Kirkwood, N.Y. 13795 (607)775-1966 FAX 775-5934

RESOLUTION 42-15

CouncilwomanYonchukmovedto adoptresolutionauthorizing Supervisorto Execute Agreement with Adams CATV, Inc., in accordance with the attached resolution. Councilman Diffendorf seconded. Roll Call Vote: Councilman Weingartner - yes Councilman Grubham - yes Councilwoman Yonchuk - yes Councilman Diffendorf - yes Supervisor Kniffen - yes MOTION CARRIED.

CERTIFICATE

I, GAYLE M. DIFFENDORF, Town Clerk of the Town of Kirkwood, in the County ofBroome, State of New York, HEREBY CERTIFY, that I have compared the preceding resolution with the original thereof filed inmy office onMarch 31,2015, and thatthe same is a true andcorrect copyof saidoriginal andof thewhole thereof so far as the same relates to the subject matters referred to therein. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of saidTown this 2^^ dayof April, 2015.

tkuJjt (Seal) Town The Country Courier

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To: ADAMS CABLE SER^^ICE 19 NORTH MAIN STREET CARBONDALE, PA 18407

Re: Legal notice #53655

State of NEW YORK > > SS; County of BROOME }

I, DONALD EINSTEIN, being d uly sworn, depose and say: that I am the Publ isher of The Country Courier, a weekly n ewspaper of general circulation published in CONKLIN, County of BROOME, State of NEW YORK; that a notice, of which the annexed is a printed copy, has been duly and regularly published in The Country Courier once each week for £ consecutive weeks; and that the dates of publication were as follows : 03/18/15 and 03/E5/15.

Sworn to before .tjuh ddy 2015

BEVERLY A. COLLINS Notary Public, State of New York No. 4829887 Residing in Broon^ County,. . ^ ^ 1^ My Commission Expires ^10 olL^D (T I LEGALNOTICE I Public Notice Adams CATV, Inc., has filed a Franchise renewal for the Town of Kirkwood with the New York State Public Service Com mission, Albany, New York. Interested parties may review the ap plication file in the Town of Kirkwood Clerk's office during normal business hours. Individuals wishing to file comments regarding the applica tion may do so with the New York State Public Service Com mission, at Three Empire StatePlaza, Albany, New York 12223. Copies of comments should be sent to the Town of Kirkwood andAdamsCATV, Inc., Attention Wendy Hartman, 19 North Main Street. Carbondale, PA18407. 3/19,25 M/22/J01S Tiro X2US PAX 6077738934 KlHKfOOD TOW? CLEHK HERBEET A KLINE

AFElDAVrr OFHWLICAHW STATE OF HEW YCffiUK CJOroiTYOFBROOliffi

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