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HomeMy WebLinkAboutCable Franchise SOUTHOLD TOWN BOARD PUBLIC HEARING February 23, 2016 7:31 PM _ Present: Supervisor Scott Russell Justice Louisa Evans Councilman William Ruland Councilwoman Jill Doherty Councilman James Dinizio, Jr. Councilman Bob Ghosio, Jr. Town Clerk Elizabeth Neville Town Attorney Bill Duffy This hearing was opened at 7:51 PM COUNCILMAN GHOSIO: PLEASE TAKE NOTICE, that the Town Board of the Town of Southold will hold a public hearing at Town Hall, 53095 Main Road, Southold, New York 11971 set Tuesday, February 23, 2016 at 7:31 p.m. to consider the application for renewal by CSC Acquisition-NY, Inc. (Cablevision),1111 Stewart Avenue, Bethpage,New York 11714, of its cable television franchise with the Town of Southold. At this hearing, the Members of the Town Board will hear interested persons who wish to address the Board with respect to Cablevision's compliance with the requirements of the existing cable television franchise, and the community's cable related needs and interests for a new franchise agreement. All relevant documents, including copies of the renewal application and the proposed franchise renewal agreement may be inspected at the office of the Town Clerk, 53095 Main Road, Southold,New York 11971 during regular business hours. A copy of this public hearing notice was in the local paper, the Suffolk Times and on the Town Clerk's bulletin board and the Town Board's website. I have an affidavit of that as well. And a copy of the ad. Without getting into reading into reading all the pages, the purpose of this public hearing is to receive comments from town residents as to the performance of CSC Acquisition NY, Inc "Cablevision" who is requesting a ten year franchise renewal and for public inspection and questioning of the franchise agreement. As state above, the franchise renewal is for a period of ten years. Under the terms of the proposed franchise agreement, Cablevision shall continue to provide one public access channel and one combined educational/government access channel. Under the proposed agreement, Cablevision will also pay to the town $100,000.00 in grant money to upgrade equipment for these channels. In addition, the town will continue to receive a 5% franchise fee on all gross revenue generated by Cablevision within the Town of Southold and all eligible senior will continue to receive a 15% discount on expanded basic service. All relevant documents may be inspected at the office of the Town Clerk at 53095 Main Road, Southold and on the Town's website. That's all I have. Cablevision Franchise Agreement Public Hearing February 23, 2016 page 2 SUPERVISOR RUSSELL: Would anybody like to address the Town Board on this particular local law? JOAN GILROY: Thank you for that wonderful summary, I can cut down on half of what I need to remark on. I just wanted to say good evening and thank you, supervisor Russell and the members of the Board. I am Joan Gilroy, director of Government Affairs for Cablevision, located at 1600 Motor Parkway. On behalf of Cablevision, we appreciate this opportunity to address the Board and request for the purchase of attaining a franchise renewal. I would first like to acknowledge your town attorney, Bill Duffy for his professionalism and for the courtesies he showed Cablevision during this renewal process. And we thank the Supervisor and the Town Attorney for their leadership in bringing this to closure. We began back in September of 2013, so I would say we have thoroughly reviewed this contract many times over, so we are really glad that we have come to this closure. The public service commission really suggests at these kind of hearings to very, very briefly review for the public the reasons that we validate why we are coming here for renewal and then to summarize what the contract consists of. so just very briefly, over the last 10 years, Cablevision feels we have succeeded and exceeded the terms of the current document and just to name a few things that you may be aware of, is of course, the investment of over $1,000,000.00 to the fiber optic structure and 10 years ago, when you look at the telecommunications industry, it's hard to believe, there were not very many HD channels, which we have hundreds of HD channels, we have high speed internet service, we have dial up flat rate telephones. You know, back 10 years ago we were still using the Verizon method of calling, we didn't have the flat rate cable method of telephones. Wi-Fi service, we never even thought of Wi-Fi service, now we are all using our equipment here in our mobile devices. On the customer service side, we are very proud, we do have a 24/7 live customer service operation headquartered right here on Long Island, we have a very sophisticated website and we are all talking about websites, the town websites, all these different websites, where now people are communicated with us in the middle of the night, they are paying bills 2:00 in the morning, they can order TV, so we have that that a lot of money went into reviving that. Same day, next day service, we do seven days a week, so you are out, call us and we are there. we also are very pleased with, unfortunately Long Island has dealt with quite a few storms over the last few years and we feel we have maintained a very sophisticated emergency preparedness and recovery operation. We did quite well during Sandy and we were very proud that we were right there, connecting people that were out. So we came through that pretty well. Now, I am sure which is more important to you guys probably what you are getting on this agreement for the 10 years and the councilman did a great job, the only thing I want to add is that in the 5 percent of the gross receipts definition, that we negotiated an expanded definition so it would give you another $23,000 per year, so over the life of the contract it's another $230,000 that will be added to your franchise fees which you should be getting then, once this is added on approximately $648,000 a year. on franchise fees. You mentioned the $100,000 payment, the continuation of the senior discount. We will continue the 27 locations in the town, 8 schools, 3 libraries, 6 fire departments or fire locations and 10 municipal buildings will be continuing to get free cable service, alright? And that comes to approximately $5,700 a year. You mentioned the channels and that will continue, the maintenance of the equipment we need. And the last thing that we agreed to was, upon request from the town when you were ready, we talked about connecting the Capital One building and to bring fiber to here, this building, that would connect to your playback equipment i Cablevision Franchise Agreement Public Hearing February 23, 2016 page 3 here, so that is also included when you are ready to do that. I know, Councilman Dinizio, we spoke a lot about that, that that would be included. So we would work with you and pick up the cost on whatever that would be to connect the two buildings at that point. And that pretty much, I think we covered what it is and other than thank you and we look forward to working closely and providing the service out here for the residents. SUPERVISOR RUSSELL: Thank you, Joan. Would anybody else like to address the Town Board on this? ROBERT DUNN: Robert Dunn, Peconic. I have a different experience with Cablevision than what's just been described. And I have a few questions. First of all, 24/7 is not true. I mean, if you try calling them on a Friday night or you try calling them on a Saturday and quite often any time after normal day time working hours, all you are getting is a machine. You do not get a live body. You will get a machine that will tell you we have outages and you are on your own. And the machine will offer to call you back and tell you when things might be upgraded, so that's not necessarily true and as a matter of fact, for three years now, I have called them four times, I finally gave up a year ago about trees that are hanging on lines on Mill Lane that are just waiting to damage the lines and throw the system out for what will probably be a day or two days and it's near the water, so you have got a lot of winds and it just seems Cablevision is not interested in any preventive maintenance on the tree lines, along the lines that the electric company, that PSEG does and that should be something of concern to us. especially when they are called on it. I mean, specifically, I actually showed it to one of their trucks and he said, yeah, I know, they will do it when they do it and they don't do it. I heard all this conversation about what's gone on for a year, about discussions. Can anybody discuss what's going to happen after the merger? Or after the buyout? SUPERVISOR RUSSELL: The franchise agreement supersedes the merger, so our agreement with Cablevision stays intact, even with a successor owner. MR. DUNN: There's that b word that went along with this sale and the company is going to have to, where Cablevision has progressed from what it was to where it is now, somebody is now paying a number of billion dollars to buy it. And they are going to need to squeeze a little more out of the system to pay that. Not only that it's a European company and they have a whole different outlook on cable then we do here. You go watch European cable, you'll see 1970's American reruns. Beverly Hillbillies and things like that. COUNCILMAN GHOSIO: So what's so bad about that? MR. DUNN: Well, they were nice shows but they just, it's a different concept over there and I just wanted, has any thought gone into, about assuring that minimum qualities are going to be maintained? SUPERVISOR RUSSELL: That would be regulated through the FCC at federal levels, certainly we will have a conversation with Congressman Zeldin to make sure that they are watching the store. Cablevision Franchise Agreement Public Hearing February 23, 2016 page 4 MR. DUNN: I mean, there's going to be a minimum they can do in terms of raising prices because they are governed so the only way they could squeeze any more dollars out of this is by cutting services, obviously. I just, they are basically going to get 10 years out of this and then there's the whole dynamic of the cable industry is under some changes and they are going to be looking at cable like the telephone company is looking at cooper wire. It's a thing of the past, it's all going and I just wondered, had things been protected there? We are going to be stuck with this for 10 years. I am amazed I am the only one, well, commonly I am the only one in the room but that on this issue, that nobody has anything to say. I mean, like I am on the streets, I am hearing all the time about people who aren't happy with cable in general, it's not just Cablevision. I am just, I guess I am just looking for some assurance that it is not going to get any worse. And we are protected there. SUPERVISOR RUSSELL: I can't promise that, all I can promise is that we will engage Congressman Bishop, I am sorry, Congressman Zeldin to make sure he is watching the store through the FCC. TOWN ATTORNEY DUFFY: And if I may, we have certain services that are set forth in the contract that they have to continue to provide and we also provided that as a definition of cable service changes, that this contract will change to reflect that also. So if they try moving away from traditional cable, if the federal government changes their definition of what cable is, our contract will follow. MR. DUNN: We are kind of, you know, it's not even so much, everything is going to the internet, bottom line, cable is going to shrink and it's all going to be internet based but I mean, Verizon is not interested coming with FIGS, to a lot of our areas because we don't have enough density to get them to string another wire, so we are stuck with this at this point. I don't like to use stuck, sounds a little negative but we are going to be with Cablevision for 10 years and I certainly hope that we have covered ourselves. SUPERVISOR RUSSELL: Would anyone else like to...it's a public hearing, I don't want people, yes, I don't want, you know, we are not debating each other, it's comments to the Town Board. Can I get a motion to close? This hearing was closed at 8:05 PM Eliza eth A. Neville Southold Town Clerk Narrative for Cablevision Public Hearing The purpose of this public hearing is to receive comments from Town residents as to the performance of CSC Acquisition-NY,Inc. ("Cablevision"), who is requesting a ten (10) year franchise renewal and for public inspection and questioning of the franchise agreement. As stated above, the franchise renewal is for a period of (10) years. Under the terms of the proposed Franchise Agreement Cablevision shall continue to provide one public access channel and one combined Educational/Government Access channel. Under the proposed agreement Cablevision will also pay to the Town $100,000.00 in grant money to upgrade equipment for these channels. In addition, the Town will continue to receive a 5% Franchise Fee on all,gross revenue generated by Cablevision within the Town of Southold, and all eligible seniors will continue to receive a 15% discount on expanded basic service. All relevant documents may be inspected at the office of the Town Clerk at 53095 Main Street, Southold and on the Town's website. Narrative for Cablevision Public Hearing The purpose of this public hearing is to receive comments from Town residents as to the performance of CSC Acquisition-NY,Inc. ("Cablevision"), who is requesting a ten (10) year franchise renewal and for public inspection and questioning of the franchise agreement. All relevant documents may be inspected at the office of the Town Clerk at 53095 Main Street,-Southold and on the Town's website. Neville, Elizabeth From: Neville, Elizabeth Sent: Wednesday, March 09, 2016 2:36 PM To: Joan Gilroy(JGILROY@cablevision.com) Subject: Emailing:CATV Notice_20160309143023 Attachments: CATV Notice_20160309143023.pdf Joan, Sorry, I didn't realize you were waiting for these. The notice, resolution,etc. is just on plain paper copy. The copy you print is going to look the same as the original in the file. I only have one(1)original affidavit of publication and I have to keep that in my public hearing file. Hopefully,the copy of this will suffice. As far as the signed copies of the agreement, I have not seen those yet. They must still be in the Town Attorney's Office. Elizabeth A. Neville, MMC Southold Town Clerk&FOIL Officer PO Box 1179 Southold, NY 11971 Tel. 631765-1800, Ext. 228 Fax 631765-6145 Cell 631466-6064 Your message is ready to be sent with the following file or link attachments: CAN Notice 20160309143023 Note:To protect against computer viruses,e-mail programs may prevent sending or receiving certain types of file attachments. Check your e-mail security settings to determine how attachments are handled. i LEGAL NOTICE NOTICE OF PUBLIC HEARING PLEASE TAKE NOTICE, that the Town Board of the Town of Southold will hold a public hearing at Town Hall, 53095 Main Road, Southold, New York 11971 set'Tuesday, February 23, 2016 at 7.31 p.m. to consider the application for renewal by CSC Acquisition-NY, Inc. (Cablevision),1111 Stewart Avenue, Bethpage,New York 11714, of its cable television franchise with the Town of Southold. At this hearing, the Members of the Town Board will hear interested persons who wish to address the Board with respect to Cablevision's compliance with the requirements of the existing cable television franchise, and the community's cable related needs and interests for a new franchise agreement. All relevant documents, including copies of the renewal application and the proposed franchise renewal agreement may be inspected at the office of the Town Clerk, 53095 Main Road, Southold, New York 11971 during regular business hours. Dated: February 9, 2016 BY ORDER OF THE TOWN BOARD OF THE TOWN OF SOUTHOLD Elizabeth A. Neville Southold Town Clerk Please publish on February 18, 2016 and forward one affidavit of publication to Elizabeth A. Neville, Town Clerk, Town Hall, P O Box 1179, Southold, NY 11971. Copies to: The Suffolk Times Town Board Town Attorney TC Bulletin Bd Website Southold Town Board - Letter Board Meeting of February 9; 2016 RESOLUTION 2016-157 Item# 5.5 ADOPTED DOC ID: 11548 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2016-157 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON FEBRUARY 9, 2016: RESOLVED that the Town Board of the Town of Southold hereby sets February 23, 2016 at 7.31 p.m. at Southold Town Hall, 53095 Main Road, Southold, as the time and place to hold a public information hearing for the purpose of receiving comments from the Town residents as to the performance of CSC Acquisition-NY, Inc. (Cablevison) who is requesting a ten (10) year franchise renewal and for public inspection and questioning of the franchise agreement and all relevant documents may be inspected at the office of the Town Clerk at 53095 Main Street, Southold ,New York and be it further, RESOLVED, that the Town Clerk is authorized and directed to cause a copy of the public notice to be published in the officially designated local publication and post the meeting notice in all other appropriate places. The notice of such hearing shall appear in substantially the following form: TOWN OF SOUTHOLD NOTICE OF PUBLIC HEARING PLEASE TAKE NOTICE, that the Town Board of the Town of Southold will hold a public hearing at Town Hall, 53095 Main Road, Southold, New York 11971 set Tuesday, February 23, 2016 at 7.31 p.m. to consider the application for renewal by CSC Acquisition-NY, Inc. (Cablevision),I 111 Stewart Avenue, Bethpage, New York 11714, of its cable television franchise with the Town of Southold. At this hearing, the Members of the Town Board will hear interested persons who wish to address the Board with respect to Cablevision's compliance with the requirements of the existing cable television franchise, and the community's cable related needs and interests for a new franchise agreement. All relevant documents, including copies of the renewal application and the proposed franchise renewal agreement may be inspected at the office of the Town Clerk, 53095 Main Road, Southold,New York 11971 during regular business hours. Dated: January 5, 2016 Town of Southold, New York Elizabeth A. Neville Town Clerk R Elizabeth A. Neville Generated February 10, 2016 Page 14 Southold Town Board - Letter Board Meeting of February 9, 2016 Southold Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: James Dinizio Jr, Councilman SECONDER:Jill Doherty, Councilwoman AYES: Ghosio, Dinizio Jr, Ruland, Doherty, Evans, Russell Generated February 10, 2016 Page 15 #12635 STATE OF NEW YORK) ) SS: COUNTY OF SUFFOLK) Karen Kine of Mattituck, in said county, being duly sworn, says that she is Principal Clerk of THE SUFFOLK TIMES, a weekly newspaper, published at Mattituck, in the Town of Southold, County of Suffolk and State of New York, and that the Notice of which the annexed is a printed copy, has been regularly published in said Newspaper once each week for 1 week(s), successfully commencing on the 18th day of February, 2016. el ,Lt .e�-- Principal Clerk Sworn to before me this C� day of 2016. LEGAL NOTICE " _ -with respect to Cable-vision-'s compliance I NOTICE OF PUBLIC HEARING with the requirements of the existing ca- CVTINALINSKI PLEASE TAKE NOTICE,that the ble television franchise,and the commu- NOTARY PUBLIC-STATE OF NEW YORK Town Board of the Town of Southold nity's cable related needs and interests` No. 01V06105050 will bold a public hearing at Town Hall, for a new franchise agreement. All rel-; Quolltled In Suffolk County 53095 Main Road,Southold,New York evant documents,including copies of the My CDII MI161®H 9101reS F9bruofy 28,2020 ( 11971 set Tuesday,February 23,2016 at .renewal application and the proposed' 4 7.31 p.m.to consider the application for franchise renewal agreement may be in- renewal by CSC Acquisition-NY, Inc, spected at the office of the Town Clerk, (Cablevision),1111 Stewart Avenue, 53095 Main Road,Southold,New York 1 Bethpage,New York 11714,of its cable 11971—dun-n9 re'gulai business hours. television franchise with the Town of Dated- February 9,2016 ! Southold:At this hearing,the Members BY ORDER OFTHE of thd'Town Board will hear interested TOWNBOARD'' _persons who wish to the Bo_ar_d OF_ THE TOWN OFSOUTH0 D, ^^`^ Elizabeth A.Neville Southold Town Clerk 1 ; 12635-1T 2118- STATE OF NEW YORK ) SS: COUNTY OF SUFFOLK) ELIZABETH A. NEVILLE, Town Clerk of the Town of Southold, New York being duly sworn, says that on the 111h day of February , 2016, she affixed a notice of which the annexed printed notice is a true copy, in a proper and substantial manner, in a most public place in the Town of Southold, Suffolk County,New York, to wit: Town Clerk's Bulletin Board, 53095 Main Road, Southold,New York. PH—Cablevision Contract nji"zabeth A. Neville uthold Town Clerk Sworn before me this 111h day of Feb •uar , 2016. V Notary Public LYNDA M.RUDDER Notary Public,State of New York No.01 RU6020932 Qualified in Suffolk County Commission Expires March 8,20A Rudder, Lynda From: legals <legals@timesreview.com> Sent: Thursday, February 11, 2016 11:30 AM To: Rudder, Lynda Subject: Re: Cablevision for publication Attachments: ABF8AAA2-856F-47BE-8F2B-9A9D7732BD05[1149].png Hi Lynda, The legal notice has been schedule to be published in the 2/18 edition of the Suffolk Times. Thank you and have a great day! Best regards, TIMES , uREVIEWA ME31A GROUP Lindsay Rierner Assistant Sales Coordinator 631.298.3200 ext. 235 631.354 8032 (direct) 63 1,298.04 10(f ax) Iriemer@timesreview.com www.timesreview.com From: Cerria Torres<ctorres@timesreview.com> Date:Thursday, February 11, 2016 11:22 AM To: Lee Peters<legals@timesreview.com> Subject: FW: Cablevision for publication rTrroEsf^^ s REVIEWF{,}f, MEDIA GROUP Cerria Orientale Torres Advertising Coordinator 631.354.8011 (D) ctorres .timesreview.com legals(&timesreview.corn www.timesreview.com From: <Rudder>, Lynda Rudder<Ivnda.rudder@town.southold.nv.us> Date:Thursday, February 11, 2016 11:11 AM To:Times Review<CTORRES@TIMESREVIEW.COM>, "Cushman,John" <John.Cushman@town.southold.ny.us>, Lisa Finn <lisaahfinn@gmail.com>, "Michaelis,Jessica" <]essicam@southoldtownnv.gov>, "Reisenberg, Lloyd" <LI_oyd.Reisenberg@town.southold.nv.us>, "Southold Local (denise@southoldlocal.com)" <denise@southoldlocal.com>, "Beltz, Phillip" <Phillip.Beltz@town.southold.ny.us>, "Dinizio,James" <lames.dinizio@town.southold.ny.us>, "Doherty, Jill" <jill.doherty@town.southoId.ny.us>, "Doroski, Bonnie" <Bonnie.Doroski@town.southold.ny•us>, "Ghosio, Bob" <bob.ghosio@town.southold.nv.us>, Louisa Evans<Ipevans06390@gmail.com>, "Neville, Elizabeth" <E.Neville@town.southold.nv.us>, "Russell, Scott" <scottr@southoldtownny.gov>, "Standish, Lauren" <Lauren.Standish@town.southold.nv.us>, "Tomaszewski, Michelle" <michellet@town.southold.nv.us>, William Ruland <rulandfarm@vahoo.com>, "Duffy, Bill" <billd@southoldtownny.gov>, "Kiely,Stephen" <stephen.kiely@town.southold.ny.us>, "Silleck, Mary" <marvs@southoldtownny.gov> Subject: Cablevision for publication Please publish in the 2/18 edition of the Suffolk Times and the Town website z Southold Town Board - Letter Board Meeting of February 9, 2016 agUfFO(,�0� RESOLUTION 2016-157 Item # 5.5 fS 2 d� ADOPTED DOC ID: 11548 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2016-157 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON FEBRUARY 9, 2016: RESOLVED that the Town Board of the Town of Southold hereby sets February 23, 2016 at 7:31 p.m. at Southold Town Hall, 53095 Main Road, Southold, as the time and place to hold a public information hearinlz for the purpose of receiving comments from the Town residents as to the performance of GSC Acquisition-NY, Inc. (Cablevison) who is requesting a ten (10) year franchise renewal and for public inspection and questioning of the franchise agreement and all relevant documents may be inspected at the office of the Town Clerk at 53095 Main Street, Southold ,New York and be it further, RESOLVED, that the Town Clerk is authorized and directed to cause a copy of the public notice to be published in the officially designated local publication and post the meeting notice in all other appropriate places. The notice of such hearing shall appear in substantially the following form: TOWN OF SOUTHOLD NOTICE OF PUBLIC HEARING PLEASE TAKE NOTICE, that the Town Board of the Town of Southold will hold a public hearing at Town Hall, 53095 Main Road, Southold,New York 11971 set Tuesday, February 23, 2016 at 7.31 p.m. to consider the application for renewal by CSC Acquisition-NY, Inc. (Cablevision),1111 Stewart Avenue, Bethpage, New York 11714, of its cable television franchise with the Town of Southold. At this hearing, the Members of the Town Board will hear interested persons who wish to address the Board with respect to Cablevision's compliance with the requirements of the existing cable television franchise, and the community's cable related needs and interests for a new franchise agreement. All relevant documents, including copies of the renewal application and the proposed franchise renewal agreement may be inspected at the office of the Town Clerk, 53095 Main Road, Southold, New York 11971 during regular business hours. Dated: January 5, 2016 Town of Southold,New York Elizabeth A. Neville Town Clerk 67Elizabeth A. Neville Generated February 10, 2016 Page 14 Southold Town Board - Letter Board Meeting of February 9, 2016 Southold Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: James Dinizio Jr, Councilman SECONDER:Jill Doherty, Councilwoman AYES: Ghosio, Dinizio Jr, Ruland, Doherty, Evans, Russell Generated February 10, 2016 Page 15 ' e ' 54 I FEBRUARY, 18 2016 I SUFFOLKTIMES.COM LEGAL NOTICE with respect to Cable vision's compliance NO LEGAL OF PUBLIC HEARING with the requirements of the existing ca- PLEASE TAKE NOTICE, that the Elizabeth A.Neville Town Board of the Town of Southold blenItis levisicablrelated needs anfranchise,and d mte e- 12635-1 T 2118_ Southold Town Clerki will hold a public hearing at Town Hall, for a new franchise agreement. All rel- 53095 Main Road,Southold,New York evant documenng cop' of the J 11971 set Tuesday,February 23e ,2016 at renewal ts,includiapplication and the proposed ! 7.31 p.m.to consider the application for franchise renewal agreement may be in- renewal by CSC Acquisition-NY, Inc. spected at the office of the Town Clerk, vision),1111 Bethpethp Stewart Avenue, 53095 Main Road,Southold,New York Bethpage New York 11714,of its cable 11971 during regular business hours. television franchise with the Town of Dated February 9,2016 Southold. At this hearing,the Members Of the Town Boaid will hear interested BY ORDER OF THE persons who wish to address the Board OF THE TOWN OF OUTHOLD Rudder, Lynda From: Reisenberg, Lloyd Sent: Thursday, February 11, 2016 3:19 PM To: Rudder, Lynda Subject: RE: Cablevision for publication Posted Hoyd H. Reisenberg Network and Systems Administrator Town of Southold,New York www.southoldtownny.gov Iloydr@southoldtownny.gov 0: 631-765-18911 M:631-879-1554 F: 631-765-5178 CONFIDENTIALITY NOTICE: This communication with its contents may contain confidential and/or legally privileged information. It is solely for the use of the intended recipient(s) Unauthorized interception, review, use or disclosure is prohibited and may violate applicable laws including the Electronic Communications Privacy Act If you are not the intended recipient, please contact the sender and destroy all copies of the communication From: Rudder, Lynda Sent:Thursday, February 11, 2016 11:11 AM To: Cerria Torres (ctorres@timesreview.com)<ctorres@timesreview.com>; Cushman,John <John.Cushman@town.southold.nv.us>; Lisa Finn <lisaahfinn@gmail.com>; Michaelis,Jessica <iessicam@southoldtownny.gov>; Reisenberg, Lloyd <Llovd.Reisenberg@town.southold.ny.us>; Southold Local (denise@southoldlocal.com)<denise@southoldlocal.com>; Beltz, Phillip<Phillip.Beltz@town.southold.ny.us>; Dinizio, James<iames.dinizio@town.southold.ny.us>; Doherty,Jill<iill.doherty@town.southold.ny.us>; Doroski, Bonnie <Bonnie.Doroski@town.southold.ny.us>; Ghosio, Bob<bob.ghosio@town.southold.nv.us>; Louisa Evans <Ipevans06390@gmail.com>; Neville, Elizabeth <E.Neville @town.southold.ny.us>; Russell, Scott <scottr@southoldtownny.gov>; Standish, Lauren<Lauren.Standish@town.southold.nv.us>;Tomaszewski, Michelle <michellet@town.southold.nv.us>; William Ruland <rulandfarm@vahoo.com>; Duffy, Bill <billd@southoldtownny.gov>; Kiely,Stephen <stephen.kiely@town.southold.nv.us>; Silleck, Mary<marvs@southoldtownny.gov> Subject: Cablevision for publication Please publish in the 2/18 edition of the Suffolk Times and the Town website 1 d Cable Franchise Agreement by and between The Town of Southold, New York and CSC Acquisition-NY, Inc. Town of Southold,New York,Febnrary 23,2016 { TABLE OF CONTENTS ARTICLE PAGE 1. DEFINITIONS 3 2. GRANT OF AUTHORITY; LIMITS AND RESERVATIONS 8 3. PROVISION OF CABLE SERVICE 9 4. SYSTEM FACILITIES 11 5. PEG SERVICES 11 6. FRANCHISE FEES 13 7. REPORTS AND RECORDS 15 8. INSURANCE AND INDEMNIFICATION 16 9. TRANSFER OF FRANCHISE 18 10. RENEWAL OF FRANCHISE 18 11. ENFORCEMENT AND TERMINATION OF FRANCHISE 19 12. MISCELLANEOUS PROVISIONS 21 EXHIBITS Exhibit A: Municipal Buildings to be Provided Free Cable Service Exhibit B: Service Area Exhibit C: PEG Channels Town of Southold,New York,February 23,2016 1 THIS CABLE FRANCHISE AGREEMENT(the "Franchise" or"Agreement") is entered into by and between the Town of Southold, a validly organized and existing political subdivision of the State of New York (the "Local Franchising Authority" or "LFA") and CSC Acquisition- NY,Inc.,a corporation duly authorized to do business in the State of New York(the"Franchisee"). WHEREAS, the LFA wishes to grant Franchisee a renewal of its nonexclusive franchise to construct, install, maintain, extend and operate a cable system in the Franchise Area as designated in this Franchise; WHEREAS, the LFA is a "franchising authority" in accordance with Title VI of the Communications Act, (see 47 U.S.C. §522(10)) and is authorized to grant one or more nonexclusive cable franchises pursuant to Article 11 of the New York Public Service Law, as amended, and Title 16, Chapter VIII, Parts 890.60 through 899, of the Official Compilation of Codes, Rules and Regulations of the State of New York, as amended; WHEREAS,Franchisee has completed the upgrade of its existing telecommunications and information services network through the installation of a hybrid fiber coaxial network ("Fiber Network") in the Franchise Area which transmits both Cable Service and services that are not Cable Service; WHEREAS, the Fiber Network occupies the Public Rights-of-Way within the LFA, and Franchisee desires to use portions of the Fiber Network to provide Cable Services (as hereinafter defined)in the Franchise Area; WHEREAS, the LFA has identified the past performance of the Franchisee and the future cable-related needs and interests of the LFA and its community, has considered and approved the Franchisee's technical ability, financial condition and character as defined by Title 16, Chapter VIII, Part 894.6 of the Official Compilation of Codes, Rules and Regulations of the State of New York, as amended, and has determined that Franchisee is in material compliance with its existing franchise and applicable law and that its Cable System is adequate and feasible in a full public proceeding affording due process to all parties; WHEREAS, the LFA has found Franchisee to be financially, technically and legally qualified to continue to operate the Cable System; WHEREAS, the LFA has determined that in accordance with the provisions of the Cable Law, this Franchise complies with NY PSC's franchise standards and the grant of a nonexclusive franchise to Franchisee is consistent with the public interest; and WHEREAS,the LFA and Franchisee have reached agreement on the terms and conditions set forth herein and the parties have agreed to be bound by those terms and conditions. NOW, THEREFORE, in consideration of the LFA's grant of a renewal franchise to Franchisee, Franchisee's promise to provide Cable Service to residents of the Service Area of the LFA pursuant to and consistent with the Cable Law(as hereinafter defined),pursuant to the terms and conditions set forth herein,the promises and undertakings herein, and other good and valuable consideration,the receipt and the adequacy of which are hereby acknowledged, Town of Southold,New York,February 23,2016 2 THE SIGNATORIES DO HEREBY AGREE AS FOLLOWS: 1. DEFINITIONS Except as otherwise provided herein,the definitions and word usages set forth in the Cable Law are incorporated herein and shall apply in this Agreement. In addition, the following definitions shall apply: 1.1 Access Channel: A video Channel,which Franchisee shall make available to the LFA without charge for Public, Educational, or Governmental noncommercial use for the transmission of video programming as directed by the LFA. 1.2 Affiliate: Any Person who,directly or indirectly,owns or controls,is owned or controlled by, or is under common ownership or control with, the Franchisee. 1.3 Basic Service: Any service tier of Cable Service which includes the retransmission of primary local television broadcast signals provided to any Subscriber and,to the extent required by applicable law, any PEG Channels required by this Franchise, and which may also include any additional video programming signals as determined by Franchisee. 1.4 Bundled Service: The offering of Cable Services with any service that is not a Cable Service offering for a single aggregate price. 1.5 Cable Law: Article 11 of the New York Public Service Law, as amended, and Title 16,Chapter VIII,Parts 890.60 through 899, of the Official Compilation of Codes,Rules and Regulations of the State of New York, as amended, to the extent authorized under and consistent with federal law. 1.6 Cable Service or Cable Services: Shall be defined herein as it is defined under Section 602 of the Communications Act,47 U.S.C. § 522(6), as amended. 1.7 Cable System or System: Shall be defined herein as the facility, which is the subject of this Franchise, consisting of antennae, wire, coaxial cable, amplifiers, towers, microwave Iinks, wave guide, optical fibers, optical transmitters and receivers, satellite receiver/transmit antennae, and/or other equipment designed and constructed for the purpose of producing, receiving, amplifying, storing, processing or distributing analog and/or digital audio, video, data or other forms of electronic, electromechanical, optical or electrical signals. 1.8 Channel: Shall be defined herein as a portion of the electromagnetic frequency spectrum which is used in the Cable System, and which is capable of delivering a television channel. 1.9 Communications Act: The Communications Act of 1934, as amended. 1.10 Control: The ability to exercise de facto or de jure control over day-to-day policies and operations or the management of Franchisee's affairs. Town of Southold,New York,February 23,2016 3 ti 1.11 Educational Access Channel• An Access Channel designated for noncommercial use solely by local public schools and public school districts in the Franchise Area and other not-for-profit educational institutions chartered or licensed by the New York State Department of Education or Board of Regents in the Franchise Area as specified by the LFA in Exhibit C to this Agreement. 1.12 FCC: The United States Federal Communications Commission, or successor governmental entity thereto. 1.13 Force Majeure: An event or events reasonably beyond the ability of Franchisee to anticipate and control. This includes,but is not limited to,severe or unusual weather conditions, strikes, labor disturbances and disputes, war or act of war (whether an actual declaration of war is made or not),insurrection,riots, act of public enemy, incidences of terrorism, acts of vandalism, actions or inactions of any government instrumentality or public utility including condemnation, accidents for which the Franchisee is not primarily responsible, fire, flood, or other acts of God, or work delays resulting from waiting for utility providers to service, monitor or maintain utility poles to which Franchisee's Fiber Network is attached, and unavailability of materials and/or qualified labor to perform the work necessary. 1.14 Franchise Area: The entire existing territorial limits of the LFA and such additional areas as may be annexed or acquired during the term of the Franchise,but not including any portion of an incorporated village located wholly or partially within the territorial limits of the LFA. 1.15 Franchisee: CSC Acquisition-NY, Inc. and its lawful and permitted successors, assigns and transferees. 1.16 Government Access Channel: An Access Channel available for the sole noncommercial use of the LFA. 1.17 Gross Revenue: All revenue, as determined in accordance with generally accepted accounting principles, which is derived by Franchisee from the operation of the Cable System to provide,Cable Service in the Service Area. Gross Revenue includes, without limitation: all Subscriber and customer revenues earned or accrued net of bad debts including revenue for: (i) Basic Service; (ii)all fees charged to any Subscribers for any and all Cable Service provided by Franchisee over the Cable System in the Service Area, including without limitation Cable Service related program guides, the installation, disconnection or reconnection of Cable Service; revenues from late or delinquent charge fees; Cable Service related or repair calls; the provision of converters, remote controls, additional outlets and/or other Cable Service related Subscriber premises equipment, whether by lease or fee; (iii) revenues from the sale or lease of access channel(s) or channel capacity; Town of Southold,New York February 23,2016 4 (iv)pay-per-view and video on demand; (v) Franchise Fees imposed on Franchisee by the LFA that are passed through from Franchisee as a line item paid by Subscribers; and (vi)compensation received by Franchisee that is derived from the operation of Franchisee's Cable System to provide Cable Service with respect to commissions that are paid to Franchisee as compensation for promotion or exhibition of any products or services on the Cable System, such as"home shopping"or a similar channel,subject to the exceptions below. Gross Revenue includes a pro rata portion of all revenue derived by Franchisee pursuant to compensation arrangements for advertising derived from the operation of Franchisee's Cable System to provide Cable Service within the Service Area, subject to the exceptions below. The allocation of advertising revenue shall be based on the number of Subscribers in the Service Area divided by the total number of subscribers in relation to the relevant local, regional or national compensation arrangement. Advertising commissions paid to third parties shall not be netted against advertising revenue included in Gross Revenue. Subject to Section 12.22 of this Agreement, for the purpose of calculating franchise fees paid to the LFA, Gross Revenue shall include Subscriber revenue in the LFA from DVR functionality. Gross Revenue shall not include: (i) revenues received by any Affiliate or other Person in exchange for supplying goods or services used by Franchisee to provide Cable Service over the Cable System; (ii) bad debts written off by Franchisee in the normal course of its business (provided, however,that bad debt recoveries shall be included in Gross Revenue during the period collected); (iii)refunds,rebates or discounts made to Subscribers or other third parties; (iv) any revenues classified,in whole or in part,as revenue not derived from.Cable Service under federal or state Iaw including, without limitation, revenue received from Telecommunications Services; revenue received from Information Services, including, without limitation, Internet Access service, electronic mail service, electronic bulletin board service, or similar online computer services; charges made to the public for commercial or cable television that is used for two-way communication; and any other revenues attributed by Franchisee to services that are not -Cable Services in accordance with FCC or state public utility regulatory commission rules, regulations, standards or orders as amended from time to time and unless otherwise authorized in the future by a court of competent jurisdiction. Should revenue from Telecommunications or Information Services, or any other service provided by Franchisee over the Cable System be classified as a Cable Service by any agency or court having jurisdiction,then, in that event, such revenue shall be treated as Gross Revenue within forty-five(45)days of a final determination or ruling by such agency or appellate court, and further subject to Section 222 of the New York Public Service Law and Title 16, Chapter VIII, Part 892, Subpart 892-1, Section 892-1.4 of the Official Compilation of Codes, Rules and Regulations of the State of New York requiring application to the NY PSC and approval of any modification. (v) any revenue of Franchisee or any other Person which is received directly from the sale of merchandise through any Cable Service distributed over the Cable System, however, that Town of Southold,New York,February 23,2016 5 portion of such revenue which represents or can be attributed to a Subscriber fee or a payment for the use of the Cable System for the sale of such merchandise shall be included in Gross Revenue; (vi) the sale of Cable Services on the Cable System for resale in which the purchaser is required to collect cable Franchise Fees from purchaser's customer; (vii)the sale of Cable Services to customers, which are exempt, as required or allowed by the LFA including, without limitation, the provision of Cable Services to public institutions as required or permitted herein; (viii) any tax of general applicability imposed upon Franchisee or upon Subscribers by a city, state, federal or any other governmental entity and required to be collected by Franchisee and remitted to the taxing entity(including, but not limited to, sales/use tax, gross receipts tax, excise tax,utility users tax,public service tax, communication taxes and non-cable franchise fees); (ix) any foregone revenue which Franchisee chooses not to receive in exchange for its provision of free or reduced cost cable or other communications services to any Person, including without limitation,employees of Franchisee and public institutions or other institutions designated in the Franchise(provided,however, that such foregone revenue which Franchisee chooses not to receive in exchange for trades, barters, services or other items of value shall be included in Gross Revenue); (x) sales of capital assets or sales of surplus equipment; and (xi)program launch fees, i.e., reimbursement by programmers to Franchisee of marketing costs incurred by Franchisee for the introduction of new programming; (xii) directory or Internet advertising revenue including, but not limited to, yellow page, white page, banner advertisement and electronic publishing; or (xiii) any fees or charges collected from Subscribers or other third parties for any PEG Grant payments; and 1.18 Information Services: Shall be defined herein as it is defined under Section 3 of the Communications Act, 47 U.S.C. §153(20), as amended. 1.19 Internet Access: Dial-up or broadband access service that enables Subscribers to access the Internet. 1.20 Local Franchise Authority (LFA): The Town of Southold, New York, or the lawful successor, transferee, or assignee thereof. 1.21 Normal Business Hours: Those hours during which most similar businesses in the community are open to serve customers. In all cases, "normal business hours"must include some evening hours at least one night per week and/or some weekend hours. 1.22 NY PSC: The New York Public Service Commission. Town of Southold!New York,February 23,2016 6 1.23 PEG: Public, Educational, and Governmental. 1.24 Person: An individual,partnership,association,joint stock company,trust, corporation, or other legally recognized or governmental entity. 1.25 Public Access Channel: An Access Channel available for noncommercial use solely by the residents in the Franchise Area on a first-come, first-served, nondiscriminatory basis. 1.26 Public Rights-of-Way: The surface and the area across, in, over, along, upon and below the surface of the public streets, roads, bridges, sidewalks, lanes, courts, ways, alleys, and boulevards,including,public utility easements and public lands and waterways used as Public Rights-of-Way, as the same now or may thereafter exist,which are under the jurisdiction or control of the LFA. Public Rights-of-Way do not include the airwaves above a right-of-way with regard to cellular or other nonwire communications or broadcast services. 1.27 Service Area: All portions of the Franchise Area where Cable Service is being offered, as described in Exhibit B attached hereto. 1.28 Subscriber: A Person who lawfully receives Cable Service over the Cable System with Franchisee's express permission. 1.29 Telecommunication Services.- Shall be defined herein as it is defined under Section 3 of the Communications Act, 47 U.S.C. § 153(46), as amended. 1.30 Title VI: Title VI of the Communications Act, Cable Communications, as amended. 1.31 Transfer of the Franchise: 1.31.1 Any transaction in which: 1.31.1.1 a fifty percent ownership or greater interest in Franchisee is transferred, directly or indirectly, from one Person or group of Persons to another Person or group of Persons, so that Control of Franchisee is transferred; or 1.31.1.2 the rights held by Franchisee under the Franchise and the certificate of confirmation issued therefor by the NY PSC are transferred or assigned to another Person or group of Persons. 1.31.2 However, notwithstanding Sub-subsections 1.31.1.1 and 1.31.1.2 above, a Transfer of the Franchise shall not include transfer of an ownership or other interest in Franchisee to the parent of Franchisee or to another Affiliate bf Franchisee; transfer of an interest in the Franchise or the rights held by the Franchisee under the Franchise to the parent of Franchisee or to another Affiliate of Franchisee; any action which is the result of a merger of the parent of the Franchisee; or any action which is the result of a merger of another Affiliate of the Franchisee. Town of Southold,New York,February 23,2016 7 1.32 Video Programming: Shall be defined herein as it is defined under Section 602 of the Communications Act, 47 U.S.C. § 522(20), as amended. 2. GRANT OF AUTHORITY; LINIITS AND RESERVATIONS 2.1 Grant ofAuthority: Subject to the terms and conditions of this Agreement and the Cable Law, the LFA hereby grants the Franchisee the right to own, construct, operate and maintain a Cable System along the Public Rights-of-Way and such other areas within the Franchise Area where authorized by private or public property owners or applicable law,if such authorization is necessary. No privilege or power of eminent domain is bestowed by this grant; nor is such a privilege or power bestowed by this Agreement. 2.2 The Fiber Network: Upon delivery of Cable Service, by subjecting Franchisee's mixed-use facilities to the NY PSC's minimum franchise standards and the LFA's police power,the LFA has not been granted broad new authority over the construction,placement and operation of Franchisee's mixed-use facilities;provided,however,that nothing herein shall be construed to limit the LFA's existing authority with respect to the Franchisee's mixed-use facilities pursuant to applicable law,including any lawful right to compel relocation of such facilities in the event of road-widenings and other similar adjustments to the Public-Rights-of-Way, consistent with the NY PSC rules and regulations and orders. 2.3 Effective Date and Term: This Franchise shall become effective on the date that the NY PSC issues a certificate of confirmation for this Franchise (the "Effective Date"), following its approval by the LFA's governing authority authorized to grant franchises and its acceptance by the Franchisee. The term of this Franchise shall be ten(10)years from the Effective Date unless the Franchise is earlier revoked as provided herein. The Franchisee shall memorialize the Effective Date by notifying the LFA in writing of the same, and by providing a copy of the certificate of confirmation, which notification shall become a part of this Franchise. 2.4 Grant Not Exclusive: The Franchise and the rights granted herein to use and occupy the Public Rights-of-Way to provide Cable Services shall not be exclusive, and the LFA reserves the right to grant other franchises for similar uses or for other uses of the Public Rights-of-Way, or any portions thereof, to any Person, or to make any such use itself, at any time during the term of this Franchise. Any such rights which are granted shall not adversely impact the authority as granted under this Franchise and shall not interfere with existing facilities of the Cable System or Franchisee's Fiber Network. 2.5 Franchise Subject to Federal and State Law: Notwithstanding any provision to the contrary herein,this Franchise is subject to and shall be governed by all applicable provisions of federal and state law as it may be amended, including but not limited to the Communications Act. 2.6 No Waiver: 2.6.1 The failure of the LFA on one or more occasions to exercise a right under this Franchise, the Cable Law or other applicable state or federal law, or to require compliance or performance under this Franchise, shall not be deemed to constitute a waiver of such right or a waiver of compliance or performance of this Agreement, nor shall it excuse Town of Southold,New York February 23,2016 8 • Franchisee from compliance or performance,unless such right or such compliance or performance has been specifically waived in writing. 2.6.2 The failure of the Franchisee on one or more occasions to exercise a right under this Franchise, the Cable Law or other applicable state or federal law, or to require performance under this Franchise, shall not be deemed to constitute a waiver of such right or a waiver of performance of this Agreement, nor shall it excuse the LFA from performance, unless such right or such performance has been specifically waived in writing. 2.7 Construction ofAgreerrtent: 2.7.1 The provisions of this Franchise shall be liberally construed to effectuate their objectives. 2.7.2 Nothing herein shall be construed to limit the scope or applicability of Section 625 of the Communications Act, 47 U.S.C. § 545, as amended. 2.8 Police Powers: Pursuant to NY PSC rules and regulations, the LFA shall not subject Franchisee to any subsequently enacted local laws that are materially inconsistent with this Franchise, or any restrictions or conditions on the construction, location, or siting of the System, except for generally applicable permitting requirements, provided,however, that nothing in this Franchise shall be construed to prohibit the reasonable,necessary and lawful exercise of the police powers of the LFA, in a manner not materially in conflict with the privileges granted in this Franchise and consistent with all Federal and State laws,regulations and orders. 2.9 Restoration of Municipal Property: Consistent with the generally applicable provisions of the LFA's municipal code and NY PSC rules and regulations, any municipal property damaged or destroyed shall be promptly repaired or replaced by Franchisee and restored to its pre-existing condition. 2.10 Restoration of Subscriber Property: Franchisee shall ensure that non municipal property is promptly repaired or replaced by Franchisee, and restored to its pre-existing condition if damaged by Franchisee's employees or agents in any respect in connection with the installation,repair, or disconnection of Cable Service. 3. PROVISION OF CABLE SERVICE 3.1 Service Area: 3.1.1 Service Commitment Area: Franchisee shall continue to offer Cable Service to all residential Subscribers in the Service Area,except,in accordance with NY PSC rules and regulations: (A) for periods of Force Majeure; (B)for periods of delay caused by the LFA; (C) for periods of delay resulting from Franchisee's inability to obtain authority to access rights-of- way in the Service Area; (D) in developments or buildings that are subject to claimed exclusive arrangements with other providers; (E) in areas, developments or buildings where Franchisee cannot gain access after good faith efforts; (F) in areas, developments or buildings where the provision of Cable Service is economically infeasible because such provision requires nonstandard facilities which are not available on a commercially reasonable basis; (G) in areas where the Town of Southold,New York February 23,2016 9 occupied residential dwelling unit density does not meet the density and other requirements set forth in Sub-Subsection 3.1.1.1 and Section 3.2; and (H) to Subscribers who fail to abide by the Franchisee's terms and conditions of service. For the purpose of Sub-section 3.1.1, the Service Area shall be defined to be the Franchise Area. 3.1.1.1 Density Requirement: Franchisee shall make Cable Services available to residential dwelling units in all areas of the Service Area where the average density is equal to or greater than fifteen (15) occupied residential dwelling units per mile as measured in strand footage from the nearest technically feasible point on the active Fiber Network trunk or feeder line. Should, through new construction, an area within the Service Area meet the density requirements, Franchisee shall provide Cable Service to such area within six (6) months of receiving notice from the LFA that the density requirements have been met. 3.2 Availability of Cable Service: Franchisee shall make Cable Service available to all residential dwelling units and may make Cable Service available to businesses within the Service Area in conformance with Section 3.1, and Franchisee shall not discriminate between or among any individuals in the availability of Cable Service or based upon the income of the residents in a local area. In the areas in which Franchisee shall provide Cable Service, Franchisee shall be required to connect, at Franchisee's expense, other than a standard installation charge, all residential dwelling units that are within two hundred (200) feet of trunk or feeder lines not otherwise already served by Franchisee's Fiber Network. Franchisee shall be allowed to recover, from a Subscriber that requests such connection, the actual costs incurred for residential dwelling unit connections that exceed one hundred fifty (150) feet or are in an area with a density of less than fifteen (15) occupied residential dwelling units per mile and the actual costs incurred to connect any non-residential dwelling unit Subscriber, provided, however, that Franchisee may seek a waiver of any requirement that it extend service to any party requesting the same in an area with a density of less than fifteen(15) occupied residential dwelling units per mile if such would not be possible within the limitations of economic feasibility. 3.3 Cable Service to Public Buildings: Franchisee shall provide, without charge within the Service Area, one service outlet activated for Basic Service to each public school, private primary or secondary schools accredited by the New York State Board of Regents, and public library, and such other buildings used for municipal purposes during the term of this Agreement, as may be designated by the LFA as provided in Exhibit A attached hereto; or as provided by written notice by the LFA thereafter, provided, however, if it is necessary to extend Franchisee's aerial trunk or feeder lines more than five hundred(500)feet solely to provide service to any such school or public building,the LFA shall have the option either of paying Franchisee's direct costs for such extension in excess of five hundred(500)feet,or of releasing Franchisee from the obligation to provide service to such school or public building. Furthermore, Franchisee shall be permitted to recover,from any school or public building owner entitled to free service,the direct cost of installing, when requested to do so, more than one outlet, or concealed inside wiring, or a service outlet requiring more than five hundred (500) feet of drop cable; provided, however, that Franchisee shall not charge for the provision of Basic Service to the additional service outlets once installed. Cable Service may not be resold or otherwise used in contravention of Franchisee's rights with third parties respecting programming. Equipment provided by Franchisee,if any,shall be replaced at retail rates if lost, stolen or damaged. Town of Southold,New York,February 23,2016 10 3.4 Contribution in Aid: Notwithstanding the foregoing, Franchisee shall comply at all times,with the requirements of Section 895.5 of NY PSC rules and regulations. 4. SYSTEM FACILITIES 4.1 Quality of Materials and Work: Franchisee shall construct and maintain.its System using materials of good and durable quality, and all work involved in the construction, installation, maintenance and repair of the Cable System shall be performed in a safe, thorough and reliable manner. 4.2 System Characteristics: During the term hereof Franchisee's Cable System shall meet or exceed the following requirements: 4.2.1 On the Effective Date,the System shall be an active two-way plant designed to provide for a minimum channel capacity of not less than 77 channels including video-on- demand,pay-per-view, and other premium Cable Services. 4.3 Interconnection: The Franchisee shall design its Cable System so that it may be interconnected with other cable systems in the Franchise Area. Interconnection of systems may be made by direct cable connection, microwave link, satellite, or other appropriate methods, to the extent required by law and voluntarily agreed upon by Franchisee. 4.4 Emergency Alert System: Franchisee shall comply with the Emergency Alert System ("EAS") requirements of the FCC and the State of New York, including the NY PSC's rules and regulations and the current New York EAS Plan, in order that emergency messages may be distributed over the System. 4.5 Parental Control: Upon request by any Subscriber, and where technologically feasible, the Franchisee shall provide such requesting Subscriber with a parental control device. Such device will, at a minimum, offer as an option that a Person ordering programming must provide a personal identification number or other means provided by the Franchisee only to a Subscriber.Provided,however,that the Franchisee shall bear no responsibility for the exercise of parental controls and shall incur no liability for any Subscriber's or viewer's exercise or failure to exercise such controls. 5. PEG SERVICES 5.1 PEG Set Aside: 5.1.1 Franchisee shall comply with all applicable Federal and State laws, rules and regulations pertaining to PEG Access channels provided over the Cable System. 5.1.2 Franchisee shall provide capacity for up to one(1)full time activated Public Access Channel, and up to one (1) full time combined activated channel designated the Educational/Government Access Channel(collectively,"PEG Channels"). In accordance with NY PSC rules and regulations, Franchisee shall make capacity available to the LFA for an additional Educational or Governmental Access Channel upon prior written request by the LFA. PEG Access channel use under the provisions of this Agreement shall be without charge of any kind to the Town of Southold,New York February 23,2016 11 P f Public,Education and Government users in accordance with LFA procedures. The PEG Channels shall be provided on Franchisee's Basic Service tier if required by applicable law, or if all Franchisee's subscribers on the same local head-end are otherwise required to receive all PEG channels in the Basic Service tier. 5.1.3 The LFA shall be solely responsible for the administration and use of the combined Educational/Government Access Channel and any facilities necessary for these purposes.The LFA may,under the LFA's supervision,direction and control, designate a qualified third party organization to carry out the responsibilities set forth in this paragraph. 5.1.4 The programming to be carried on each of the PEG Channels set aside by Franchisee is reflected in Exhibit C attached hereto. The LFA hereby authorizes Franchisee to transmit such programming within and outside LFA jurisdictional boundaries. Franchisee specifically reserves the right to make or change channel assignments in its sole discretion. If a PEG Channel provided under this Article is not being utilized by the LFA, Franchisee may utilize such PEG Channel, in its sole,discretion,until such time as the LFA elects to utilize the PEG Channel for its intended purpose. In the event that the LFA determines to use PEG capacity,the LFA shall inform Franchisee in accordance with NY PSC rules and regulations. 5.1.5 Consistent with NY PSC regulations, the Franchisee shall operate and administer the Public Access Channel throughout the term of this Agreement. Franchisee shall provide the technical ability to play back pre-recorded programming provided to Franchisee consistent with this Section. Franchisee shall transmit programming consistent with the dedicated uses of PEG Access Channels. Franchisee shall comply at all times with the requirements of Section 895.4 of the NY PSC rules and regulations. Franchisee shall maintain accurate records of those using and requesting us of the Public Access Channel,in accordance with NY PSC rules and regulations. 5.2 Educational/Governmental("EG")Access Interconnection: 5.2.1 Franchisee shall, without charge to the LFA, continue to provide a link between its video aggregation point and the LFA's existing EG access facility located at 53095 Main Rd, Southold,New York, 11971 (the"EG Access Interconnection Site"). 5.2.2 Upon prior written notice to Franchisee, within one hundred eighty (180) days, LFA may designate its office at 54375 Main Road, Southold, NY 11971 as an additional EG access site within the Franchise Area for a connection linking such EG access facility to the EG Access Interconnection Site. 5.2.3 Franchisee shall,without charge to the LFA,provide a link between its video aggregation point and the EG Access Interconnection Site in order to permit the signals to be correctly routed from the EG Access Interconnection Site to the appropriate EG access channel for distribution to Subscribers. 5.2.4 The LFA shall provide to Franchisee at the EG Access Interconnection Site a suitable video signal for each EG Channel. Franchisee, upon receipt of the suitable video signal, shall provide, install and maintain in good working order the equipment necessary for transmitting the EG signal to the channel aggregation site for further processing for Town of Southold,New York,February 23.2016 12 ' distribution to Subscribers. Franchisee's obligations with respect to such upstream transmission equipment and facilities shall be subject to the availability, without charge to Franchisee, of suitable required space, environmental conditions, electrical power supply, access, pathway and other facilities and such cooperation of the LFA as is reasonably necessary for Franchisee to fulfill such obligations. 5.2.5 Such upstream transmission provided by Franchisee shall comply with applicable FCC standards governing the transport and distribution of EG signals to Subscribers. 5.2.6 If Franchisee makes changes to the Cable System that require improvements to the access facilities or equipment in order to permit the EG access equipment and facilities to continue to be used as they were intended under the terms of the Agreement, then Franchisee shall, without charge to the LFA, make such changes in either the equipment and facilities referred to in Subsection 5.2.4 or in the Franchisee's video channel aggregation point and distribution equipment and facilities in order to permit the continuation of such intended use. 5.3 PEG Grant: 5.3.1 Franchisee shall pay the LFA a grant in the total amount of One Hundred Thousand Dollars ($100,000) (the "PEG Grant"), payable within sixty (60) days of the Effective Date. 5.3.2 The PEG Grant shall be used solely by the LFA for PEG access equipment, including, but not limited to, studio and portable production equipment, editing equipment and program playback equipment, or for renovation or construction of PEG access facilities, and for any technology related capital need as may be ascertained by the LFA. 5.4 PEG Liability: In accordance with 47 U.S.C. §558,or other applicable law or rule, Franchisee and LFA shall not incur any liability arising from or in connection with any PEG Channel. 5.5 Recovery of Costs: To the extent permitted by federal law, the Franchisee shall be allowed to recover the costs of the Upfront PEG Grant and the Annual PEG Grant, or any other costs arising from the provision of PEG services from Subscribers, and to include such costs as a separately billed Iine item on each Subscriber's bill. Without Iimiting the forgoing, if allowed under state and federal laws, Franchisee may externalize, line-item, or otherwise pass-through interconnection and any franchise-related costs to Subscribers. 6. FRANCHISE FEES 6.1 Payment to LFA: Beginning sixty(60) days after the effective date of this Agreement, Franchisee shall pay to the LFA a Franchise Fee of five percent(5%) of annual Gross Revenue (the "Franchise Fee") provided, however, if the LFA is permitted by applicable law to charge a franchise fee of greater than five percent (5%) to all Cable Service providers in the Franchise Area,and that at such time,the LFA requires all Cable Service providers in the Franchise Area to pay the same Franchise Fee of greater than five percent(5%),then the LFA shall be entitled Town of Southold,New York,February 23,2016 13 upon ninety (90) days' written notice to Franchisee, to amend this Franchise in the manner prescribed herein to require Franchisee to pay such higher amount, and Franchisee agrees to pay such higher amount on a going forward basis,following the issuance of an order from the NY PSC approving such amendment. In accordance with Title VI,the twelve(12)month period applicable under the Franchise for the computation of the Franchise Fee shall be a calendar year. Such payments shall be made on a quarterly basis for the periods of January 1 through March 31; April 1 through June 30; July 1 through September 30; and October 1 through December 31. Such payments shall be made no later than forty-five (45) days following the end of each calendar quarter. Franchisee shall be allowed to submit or correct any payments that were incorrectly omitted, and shall be refunded any payments that were incorrectly submitted, in connection with the quarterly Franchise Fee remittances within ninety(90)days following the close of the calendar year for which such payments were applicable. 6.2 Supporting Information: Each Franchise Fee payment shall be accompanied by a brief report prepared by a representative of Franchisee showing the basis for the computation. The LFA shall have the right to audit Franchise Fee payments; provided however that the LFA shall bear the expense of such audit unless the auditor determines that the Franchise Fee payment to the LFA should be increased by five percent(5%) or more in the audit period, in which case the reasonable and customary costs of the audit shall be paid by the Franchise to the LFA in an amount not to exceed in the aggregate fifteen thousand dollars ($15,000). Any such audit fees paid by the LFA shall not be determined based on a percentage of audit findings basis. If recomputation results in additional revenue to be paid to the LFA, such amount shall be subject to interest charges computed from the due date, at an annual rate equal to the commercial prime interest rate of the LFA's primary depository bank during the period such unpaid amount is owed. If the audit determines that there has been an overpayment by Franchisee, Franchisee may credit any overpayment against its next quarterly payment. The LFA shall conduct all audits expeditiously, and neither the LFA nor Franchisee shall unreasonably delay the completion of an audit. The LFA shall be limited to one audit every three years during the Franchise term. 6.3 Limitation on Franchise Fee Actions: The parties agree that the period of limitation for the commencement of any action for recovery of any Franchise Fee payable hereunder shall be six (6)years from the date on which payment by Franchisee is due, but cannot exceed the date of records retention reflected in Section 7. 6.4 Bundled Services: If Franchisee provides a Bundled Service to Subscribers, the Franchise Fee shall be applied only to the value of the Cable Services, as reflected on the books and records of Franchisee in accordance with FCC or state public utility regulatory commission rules, regulations, standards or orders. Notwithstanding the foregoing, if the Franchisee provides a Bundled Service, the Franchisee agrees that it will not intentionally or unlawfully allocate-such revenue for the purpose of evading Franchise Fee payments under this franchise. The parties agree that tariffed telecommunications services that cannot be discounted by state law or regulation are to be excluded from the bundled discount allocation basis. 6.5 PEG Capital Costs: Consistent with federal law, PEG capital costs shall not be treated as an offset against the five percent(5%)Franchise Fee paid to the LFA or deducted from Gross Revenue, in accordance with Section 6.1 of this Agreement. Town of Southold,New York, February 23,2016 14 6.6 Section 626 Treatment: Franchisee agrees that it will not apply the Franchise Fee as an offset against the special franchise tax payable to the LFA pursuant to N.Y. Real Property Tax Law Section 626 beginning in the next full calendar month following the issuance by the NY PSC of an order confirming his Agreement. The LFA agrees that it shall impose the same full and complete waiver of the special franchise tax offset upon all other existing and new providers of Cable Service or cable service (as such term may be defined by other providers) in the Franchise Area to be expressed in writing in the franchise agreement or the renewal of any existing franchise agreement of each respective cable provider. Notwithstanding the above, if an existing or new cable provider begins at some date to use its offset right against the special franchise tax, then Franchisee may also use its offset right and the above waiver is no longer in effect.The operation of this Section 6.6 shall be strictly limited to Franchise Fees lawfully imposed upon Cable Service,and shall not be construed to affect the Franchisee's rights under any provision of State or Federal law regarding the provision of services other than Cable Service. 7. REPORTS AND RECORDS 7.1 Open Books and Records: Upon reasonable written notice to the Franchisee and with no less than thirty(30)business days written notice to the Franchisee,the LFA shall have the right to inspect Franchisee's books and records pertaining to Franchisee's provision of Cable Service in the Franchise Area at any time during Normal Business Hours and on a nondisruptive basis, as are reasonably necessary to ensure compliance with the terms of this Franchise. Such notice shall specifically reference the section or subsection of the Franchise which is under review, so that Franchisee may organize the necessary books and records for appropriate access by the LFA. Franchisee shall not be required to maintain any books and records for Franchise compliance purposes longer than six (6) years. Notwithstanding anything to the contrary set forth herein, Franchisee shall not be required to disclose information that it reasonably deems to be proprietary or confidential in nature, nor disclose any of its or an Affiliate's books and records not relating to the provision of Cable Service in the Service Area. Subject to the requirements of the New York Freedom of Information Law ("FOIL"), the LFA shall treat any information disclosed by Franchisee as proprietary and confidential under Section 87(2)(d)of the New York Public Officers Law, and shall only disclose it to employees, representatives, and agents thereof who the LFA deems to have a need to know,or in order to enforce the provisions hereof. For the purpose of this section, "proprietary and confidential" information includes, but is not limited to: information related to the Cable System design, trade secrets, subscriber lists, marketing plans, financial information unrelated to the calculation of Franchise Fees; or other information that is reasonably determined by the Franchisee to be competitively sensitive. If the LFA receives a request under FOIL, or similar law for the disclosure of information that the Franchisee has designated as confidential, trade secret or proprietary, the LFA shall notify the Franchisee of such request and cooperate with Franchisee to enforce the provisions of this Section to the fullest extent permitted by law. The LFA shall not make public disclosure of such information if it is exempt from mandatory disclosure under FOIL or unless required by court order. Franchisee shall not be required to provide Subscriber information in violation of Section 631 of the Communications Act, 47 U.S.C.. §551. 7.2 Records Required: Franchisee shall at all times maintain: Town of Southold,New York,February 23,2016 15 7.2.1 Records of all written complaints for a period of six (6) years after receipt by Franchisee. The term"complaint"as used herein refers to complaints about any aspect of the Cable System or,Franchisee's cable operations, including, without limitation, complaints about employee courtesy. Complaints recorded will not be limited to complaints requiring an employee service call; 7.2.2 Records of outages for a period of six (6) years after occurrence, indicating date, duration, area, and the number of Subscribers affected, type of outage, and cause; 7.2.3 Records of service calls for repair and maintenance for a period of six(6) years after resolution by Franchisee, indicating the date and time service was required,the date of acknowledgment and date and time service was scheduled (if it was scheduled), and the date and time service was provided, and(if different)the date and time the problem was resolved; 7.2.4 Records of installation/reconnection and requests for service extension for a period of six (6)years after the request was fulfilled by Franchisee, indicating the date of request, date of acknowledgment, and the date and time service was extended; and 7.2.5 A map showing the area of coverage for the provisioning of Cable Services. 7.3 System-Wide Statistics: Subject to the requirements of Section 895.1(t) of the NY PSC rules and regulations, any valid reporting requirement in the Franchise may be satisfied with system-wide statistics, except those related to Franchise Fees and consumer complaints. 7.4 Performance Review: Upon thirty(30)days written notice by the LFA,the Franchisee shall be prepared to attend a performance evaluation meeting, at a mutually agreeable time, no more than once per year (the "Performance Review"). Nothing in this Section 7.4 shall limit any rights that the LFA may have to conduct additional meetings and/or compel the Franchisee's attendance at such meetings. The information disclosed to the LFA by the Franchisee at the Performance Review shall be treated by the LFA as confidential. Franchisee shall have the opportunity to participate in and be heard at the Performance Review. Within thirty(30)days after the conclusion of the Performance Review, the LFA shall provide Franchisee written documentation (the "Performance Review Report") setting forth its determinations regarding Franchisee's compliance with the terms and conditions of this Franchise. The Performance Review Report shall not contain any confidential information disclosed by the Franchisee during the Performance Review. 8. INSURANCE AM) INDEMNIFICATION 8.1 Insurance: 8.1.1 Franchisee shall maintain in full force and effect, at its own cost and expense, during the Franchise Term, the following insurance coverage: 8.1.1.1 Commercial General Liability Insurance in the amount of one million dollars 1,000,000 per occurrence and two million dollars($2,000,000)in the aggregate Town of Southold,New York February 23,2016 16 C for property damage and bodily injury, including death. Such insurance shall cover the construction, operation and maintenance of the Cable System and the conduct of Franchisee's Cable Service business in the LFA. 8.1.1.2 Automobile Liability Insurance in the amount of one million dollars ($1,000,000) combined single limit for bodily injury and property damage coverage. 8.1.1.3 Workers' Compensation Insurance in conformity with legal requirements of the State of New York. 8.1.1.4 Excess liability or umbrella coverage of not less than ten million dollars ($10,000,000). 8.1.2 The LFA shall be designated as an additional insured under each of the insurance policies required in this Article 8 except Worker's Compensation Insurance. 8.1.3 Each of the required insurance policies shall be noncancellable except upon thirty (30) days prior written notice to the LFA.. Franchisee shall not cancel any required insurance policy without submitting documentation to the LFA verifying that the Franchisee has obtained alternative insurance in conformance with this Agreement. 8.1.4 Each of the required insurance policies shall be with insurers qualified to do business in the State of New York,with an A-or better rating for financial condition and financial performance by Best's Key Rating Guide, Property/Casualty Edition. 8.1.5 Franchisee shall deliver to the LFA copies of Certificates of Insurance showing evidence of the required coverage within sixty(60) days of the Effective Date and, thereafter upon annual request by the anniversary of the effective date, for the term of the agreement. 8.16 Franchisee will require all subcontractors and sub-subcontractors to name the LFA, its officers, agents, and employees as an additional insured. 8.2 Indemnification: 8.2.1 Franchisee agrees to indemnify the LFA,it's Town Board Members, its officers, agents, servants or employees, for, and hold it harmless from, all liability, damage, cost or expense arising from claims of injury to persons, including death, or damage to property occasioned by reason of any conduct undertaken pursuant to the Franchise by the Franchisee, its agents, servants, assigns, contractors and subcontractors, or by reason of any suit or claims of royalties,programming license fees,or infringement of copyright or patent rights,libel, slander or discrimination, arising from Franchisee's provision of Cable Service over the Cable System,or by reason of theconstruction, maintenance, service or repair of the Cable System, other than programming provided by the LFA, provided that the LFA shall give Franchisee timely written notice of its obligation to indemnify the LFA, ,but in any event,the LFA shall provide such notice to Franchisee within a sufficient period of time from receipt of a claim or action pursuant to this Subsection to enable Franchisee to timely answer complaints, raise defenses, and defend claims. Town of Southold,New York,February 23,2016 17 O Notwithstanding the foregoing,Franchisee shall not indemnify the LFA for any damages,liability or claims resulting from the willful misconduct or negligence of the LFA, its officers, employees, attorneys, consultants, independent contractors or third parties or for any activity or function conducted by any Person other than Franchisee in connection with PEG Access or EAS, except Franchisee's agents, servants, assigns, contractors and subcontractors. 8.2.2 With respect to Franchisee's indemnity obligations set forth in Subsection 8.2.1, Franchisee shall provide the defense of any claims brought against the LFA by • selecting counsel of Franchisee's choice to defend the claim, subject to the consent of the LFA, which shall not be unreasonably withheld. Nothing herein shall be deemed to prevent the LFA from cooperating with the Franchisee and participating in the defense of any litigation by its own counsel at its own cost and expense, provided however, that after consultation with the LFA, Franchisee shall have the right to defend, settle or compromise any claim or action arising hereunder, and Franchisee shall have the authority to decide the appropriateness and the amount of any such settlement as long as there is no monetary contribution or item of value required to be paid or provided by the LFA or its agents as part of the settlement. In the event that the terms of any such proposed settlement includes the release of the LFA and the LFA does not consent to the terms of any such settlement or compromise, Franchisee shall not settle the claim or action but its obligation to indemnify the LFA shall in no event exceed the amount of such settlement. 8.2.3 Both parties shall be responsible for their own acts of willful misconduct, negligence, or breach, subject to any and all defenses and limitations of liability provided by law. 8.2.4 The Franchisee shall not be required to indemnify the LFA for acts of the LFA which constitute willful misconduct or negligence on the part of the LFA, its officers, employees, agents,attorneys,consultants,independent contractors or third parties acting on behalf of the LFA. 9. TRANSFER OF FRANCHISE 9.1 Transfer: Subject to Section 617 of the Communications Act, 47 U.S.C. § 537, as amended, no Transfer of the Franchise shall occur without the prior consent of the LFA, provided that such consent shall not be unreasonably withheld, delayed or conditioned. In considering an application for the Transfer of the Franchise,the LFA may consider the applicant's: (i) technical ability; (ii) financial ability; (iii) good character; and (iv) other qualifications necessary to continue to operate the Cable System consistent with the terms of the Franchise. No such consent shall be required, however, for a transfer in trust, by mortgage, by other hypothecation, by assignment of any rights, title, or interest of the Franchisee in the Franchise or Cable System in order to secure indebtedness, for any transaction in which Franchisee retains the right, title or interest in the Franchise granted to it herein, or for transactions otherwise excluded under Section 1.31 above. 10. RENEWAL OF FRANCHISE 10.1 Governing Law: The LFA and Franchisee agree that any proceedings undertaken by the LFA that relate to the renewal of this Franchise shall be governed by and comply Town of Southold,New York February 23,2016 18 a with the provisions of Section 12.11 below,the Cable Law and Section 626 of the Communications Act, 47 U.S.C. § 546, as amended. 10.2 Needs Assessment: In addition to the procedures set forth in Section 626 of the Communications Act, the LFA shall notify Franchisee of all of its assessments regarding the identity of future cable-related community needs and interests, as well as the past performance of Franchisee under the then current Franchise term. Such assessments shall be provided to Franchisee by the LFA promptly so that Franchisee will have adequate time to submit a proposal under 47 U.S.C. § 546 and complete renewal of the Franchise prior to expiration of its term. 10.3 Informal Negotiations: Notwithstanding anything to the contrary set forth herein,Franchisee and the LFA agree that at any time during the term of the then current Franchise, while affording the public appropriate notice and opportunity to comment,the LFA and Franchisee may agree to undertake and finalize informal negotiations regarding renewal of the then current Franchise and the LFA may grant a renewal thereof. 10.4 Consistent Terms: Franchisee and the LFA consider the terms set forth in this Article 10 to be consistent with the express provisions of 47 U.S.C. § 546 and the Cable Law. 11. ENFORCEMENT AND TERMINATION OF FRANCHISE 11.1 Notice of Violation: If at any time the LFA believes that Franchisee has not complied with the terms of the Franchise, the LFA shall informally discuss the matter with Franchisee. If these discussions do not lead to resolution of the problem in a reasonable time,the LFA shall then notify Franchisee in writing of the exact nature of the alleged noncompliance in a reasonable time (for purposes of this Article,the"Noncompliance Notice"). 11.2 Franchisee's Right to Cure or Respond: Franchisee shall have sixty (60) days from receipt of the Noncompliance Notice to: (i) respond to the LFA, if Franchisee contests (in whole or in part)the assertion of noncompliance; (ii) cure such noncompliance; or(iii) in the event that, by its nature, such noncompliance cannot be cured within such sixty(60) day period, initiate reasonable steps to remedy such noncompliance and notify the LFA of the steps being taken and the date by which Franchisee projects that it will complete cure of such noncompliance. Upon notification by Franchisee to the LFA of the cure of any noncompliance, and the LFA confirming such cure, the LFA shall provide written acknowledgment that such cure has been effected. 11.3 Public Hearing: The LFA shall schedule a public hearing if the LFA seeks to continue its investigation into the alleged noncompliance(i)if Franchisee fails to respond to the Noncompliance Notice pursuant to the procedures required by this Article,or(ii)if Franchisee has not remedied or commenced to remedy the alleged noncompliance within sixty (60) days or the date projected pursuant to Section 11.2(iii)above. The LFA shall provide Franchisee at least sixty (60) business days prior written notice of such public hearing, which will specify the time, place and purpose of such public hearing, and provide Franchisee the opportunity to be heard. 11.4 Enforcement: Subject to Section 12.12 below and applicable federal and state law, in the event the LFA, after the public hearing set forth in Section 11.3, determines that Franchisee is in default of any provision of this Franchise, the LFA may: Town of Southold,New York February 23,2016 19 • a 11.4.1 Seek specific performance of any provision,which reasonably lends itself to such remedy, as an alternative to damages; or 11.4.2 Commence an action at law for monetary damages or seek other equitable relief; or 11.4.3 In the case of a substantial noncompliance with a material provision of this Franchise, seek to revoke the Franchise in accordance with Section 11.5. 11.5 Revocation: Should the LFA seek to revoke this Franchise after following the procedures set forth above in this Article, including the public hearing described in Section 11.3, the LFA shall give written notice to Franchisee of such intent. The notice shall set forth the specific nature of the noncompliance. The Franchisee shall have ninety(90) days from receipt of such notice to object in writing and to state its reasons for such objection. In the event the LFA has not received a satisfactory response from Franchisee, it may then seek termination of the Franchise at a second public hearing. The LFA shall cause to be served upon the Franchisee, at least thirty(30)business days prior to such public hearing, a written notice specifying the time and place of such hearing and stating its intent to revoke the Franchise. 11.5.1 At the designated public hearing, Franchisee shall be provided a fair opportunity for full participation, including the rights to be represented by legal counsel, to introduce relevant evidence, to require the production of evidence, to compel the relevant testimony of the officials, agents, employees or consultants of the LFA, to compel the testimony of other persons as permitted by law, and to question and/or cross examine witnesses. A complete verbatim record and transcript shall be made of such hearing. 11.5.2 Following the second public hearing, Franchisee shall be provided up to thirty (30) days to submit its proposed findings and conclusions to the LFA in writing and thereafter the LFA shall determine (i) whether an event of default has occurred under this Franchise; (ii) whether such event of default is excusable; and (iii)whether such event of default has been cured or will be cured by the Franchisee. The LFA shall also determine whether it will revoke the Franchise based on the information presented, or, where applicable, grant additional time to the Franchisee to effect any cure. If the LFA determines that it will revoke the Franchise, the LFA shall promptly provide Franchisee with a written determination setting forth the LFA's reasoning for such revocation. Franchisee may appeal such written determination of the LFA to an appropriate court, which shall have the power to review the decision of the LFA de novo. Franchisee shall be entitled to such relief as the court finds appropriate. Such appeal must be taken within sixty(60) days of Franchisee's receipt of the written determination of the LFA. 11.5.3 The LFA may, at its sole discretion, take any lawful action that it deems appropriate to enforce the LFA's rights under the Franchise in lieu of revocation of the Franchise. 11.6 Abandonment of Service: Franchisee shall not abandon any Cable Service or portion thereof without the LFA's prior written consent as provided in the Cable Law. Town of Southold,New York,February 23,2016 20 12. MISCELLANEOUS PROVISIONS 12.1 Actions of Parties: In any action by the LFA or Franchisee that is mandated or permitted under the terms hereof, such party shall act in a reasonable, expeditious, and timely manner. Furthermore, in any instance where approval or consent is required under the terms hereof, such approval or consent shall not be unreasonably withheld, delayed or conditioned. 12.2 Binding Acceptance: This Agreement shall bind and benefit the parties hereto and their respective heirs, beneficiaries, administrators, executors, receivers, trustees, successors and assigns, and the promises and obligations herein shall survive the expiration date hereof. 12.3 Preemption: In the event that federal or state law, rules, or regulations preempt a provision or limit the enforceability of a provision of this Agreement,the provision shall be read to be preempted to the extent, and for the time, but only to the extent and for the time, required by law. In the event such federal or state law,rule or regulation is subsequently repealed, rescinded, amended or otherwise changed so that the provision hereof that had been preempted is no longer preempted, such provision shall thereupon return to full force and effect, and shall thereafter be binding on the parties hereto,without the requirement of further action on the part of the LFA, subject to NY PSC rules and regulations. 12.4 Force Majeure: Franchisee shall not be held in default under, or in noncompliance with, the provisions of the Franchise, nor suffer any enforcement or penalty relating to noncompliance or default, where such noncompliance or alleged defaults occurred or were caused by a Force Majeure. 12.4.1 Furthermore, the parties hereby agree that it is not the LFA's intention to subject Franchisee to penalties, fines, forfeitures or revocation of the Franchise for violations of the Franchise where the violation was a good faith error that resulted in no or minimal negative impact on Subscribers. 12.5 Notices: Unless otherwise expressly stated herein, notices required under the Franchise shall be mailed first class,postage prepaid,or by overnight courier to the addressees below. Each party may change its designee by providing written notice to the other party. 12.5.1 Notices to Franchisee shall be mailed to: Cablevision.Systems Corporation 1111 Stewart Avenue Bethpage,NY 11714 Attention: Vice President,Government Affairs, Suburban New York 12.5.2 with a copy to: CSC Acquisition-NY, Inc. 1111 Stewart Avenue Town of Southold,New York February 23,2016 21 Bethpage,NY 11714 Attention: Legal Department 12.5.3 Notices to the LFA shall be mailed to: Town Clerk 53095 Main Rd P.O. Box 1179 Southold,NY 11971 12.5.4 with a copy to: Town Attorney 53095 Main Rd P.O. Box 1179 Southold,NY 11971 12.5.5 with a copy to: Town Supervisor 53095 Main Rd P.O. Box 1179 Southold,NY 11971 12.6 Entire Agreement: This Franchise and the Exhibits hereto constitute the entire agreement between Franchisee and the LFA and they supersede all prior or contemporaneous agreements, representations or understandings (whether written or oral) of the parties regarding the subject matter hereof. The LFA hereby acknowledges that the provisions of this Agreement are not inconsistent with any of the LFA's existing local laws. 123 Amendments: Amendments to this Franchise shall be mutually agreed to in writing by the parties and subject to NY PSC rules and regulations. 12.8 Captions: The captions and headings of articles and sections throughout this Agreement are intended solely to facilitate reading and reference to the articles, sections and provisions of this Agreement. Such captions shall not affect the meaning or interpretation of this Agreement. 12.9 Severability: With the exception of the `material provisions" of this Agreement, if any section, subsection, sub-subsection, sentence, paragraph, term, or provision hereof is determined to be illegal, invalid, or unconstitutional by any court of competent jurisdiction or by any state or federal regulatory authority having jurisdiction thereof, such determination shall have no effect on the validity of any other section, subsection, sub-subsection, sentence, paragraph, term or provision hereof, all of which will remain in full force and effect for the term of the Franchise. For purposes of this Agreement, the term "material provision" or `material provisions" shall mean the following: Article 2 (Grant of Authority, Limits and Town of Southold,New York,February 23,2016 22 Reservations), Article 3 (Provision of Cable Service), Article 4 (System Facilities), Article 6 (Franchise Fees), Article 8 (Insurance and Indemnification) and Article 9 (Transfer of Franchise). 12.10 Recitals: The recitals set forth in this Agreement are incorporated into the body of this Agreement as if they had been originally set forth herein. 12.11 Modification: The franchise shall not be modified except by written instrument executed by both parties, subject to NY PSC rules and regulations. 12.12 Fiber Network Transfer Prohibition: Under no circumstance including, without limitation, upon expiration,revocation,termination, denial of renewal of the Franchise or any other action to forbid or disallow Franchisee from providing Cable Services, shall Franchisee or its assignees be required to sell any right, title, interest, use or control of any portion of Franchisee's Fiber Network including,without limitation,the Cable System and any capacity used for Cable Service or otherwise, to the LFA or any third party. Franchisee shall not be required to remove the Fiber Network or to relocate the Fiber Network or any portion thereof as a result of revocation, expiration, termination, denial of renewal or any other action to forbid or disallow Franchisee from providing Cable Services. This provision is not intended to contravene leased access requirements under Title VI or PEG requirements set out in this Agreement. 12.13 NY PSC Approval: This Franchise is subject to the approval of the NY PSC. Franchisee shall file an application for such approval with the NY PSC within sixty(60)days after the date hereof Franchisee shall also file any necessary notices with the FCC. 12.14 Rates and Charges: The rates and charges for Cable Service provided pursuant to this Franchise shall be subject to regulation in accordance with federal law or other applicable law. 12.14.1 Senior Citizen Assistance: The Franchisee, in establishing its residential rates, shall offer a discount of fifteen percent (15%) for eligible senior citizens that will be applied to the expanded basic or equivalent level of services. Residential households where the head of the household is 62 years of age or older and, either: (i)currently receives real property tax exemptions pursuant to section 467 of the New York State Real Property Tax Law; (ii) receives housing subsides pursuant to Section 8 publicly subsidized housing, or (iii) receives housing subsides pursuant to Section 8, are eligible for this senior citizens discount. Such households must provide the Franchisee with proof of eligibility upon request of the Franchisee. The Franchisee shall also offer to eligible senior citizens a discount of fifteen percent(15%)on a standard new installation and standard re-connection. 12.15 Publishing Information: LFA hereby requests that Franchisee omit publishing information specified in 47 C.F.R. § 76.952 from Subscriber bills. 12.16 Employment Practices: Franchisee will not refuse to hire,nor will it bar or discharge from employment, nor discriminate against any person in compensation or in terms, conditions, or privileges of employment because of age, race, creed, color, national origin, or sex. 12.17 Identification of Franchisee's Employees, Vehicles & Contractors: The Franchisee shall require all the Franchisee's personnel, contractors and subcontractors contacting Town of Southold,New York,February 23,2N 6 23 Subscribers or potential Subscribers outside the office of the Franchisee to wear a clearly visible identification card bearing their name and photograph. 12.17.1 The Franchisee shall make reasonable efforts to account for all identification cards at all times. 12.17.2 The Franchisee shall require all the Franchisee representatives to wear appropriate clothing while working at a Subscriber's premises. 12.17.3 The Franchisee shall require that all service vehicles of the Franchisee and its contractors or subcontractors be clearly identified as such to the public. Specifically,the Franchisee vehicles shall be required to have the Franchisee's logo plainly visible. The Franchisee shall require that all contractors and subcontractors working for the Franchisee shall have the contractor's/subcontractor's name plus markings (such as a magnetic door sign) indicating they are under contract to the Franchisee. 12.18 No Third Party Beneficiaries: Except as expressly provided in this Agreement,this Agreement is not intended to, and does not, create any rights or benefits on behalf of any Person other than the parties to this Agreement. 12.19 Customer Service: Franchisee shall comply with the consumer protection and customer service standards set forth in Parts 890 and 896 of the NY PSC mles and regulations. 12.20 LFA Official: The Town Board of the LFA is the LFA official that is responsible for the continuing administration of this Agreement. 12.21 No Waiver of LFA's Rights: Notwithstanding anything to the contrary in this Agreement, no provision of this Agreement shall be construed as a waiver of the LFA's rights under applicable federal and state law. 12.22 Level Playing Field: 12.22.1 The parties agree that, as of the Effective Date, the terms and conditions of this Agreement are in compliance with the level playing field requirements of the NY PSC. 12.22.2 In the event that the LFA grants or renews another franchise(s), or similar authorization(s), for the construction, operation and maintenance of any communication facility which shall offer substantially equivalent services to those offered by Franchisee over the System, it shall not make the grant or renewal on more favorable or less burdensome terms than are contained herein. The LFA shall provide Franchisee written notice of any public hearing or other official action related to such proposed grant or renewal of a franchise or similar authorization. If Franchisee finds that a proposed franchise, franchise renewal or similar authorization contains provisions imposing less burdensome or more favorable terms than are imposed by the provisions of this Agreement, then Franchisee will identify those terms to the LFA in writing in advance of any vote to adopt the franchise, franchise renewal or similar authorization and, if the LFA approves such franchise, franchise renewal or similar authorization for the other provider with the identified terms,or any subsequent modification thereof,then those Town of Southold,New York,February 23,20)6 24 terms shall become the operative terms in this Agreement, in lieu of existing terms, upon the effective date of the other franchise, franchise renewal or similar authorization. 12.22.2.1 If any new or renewed franchise agreement for another provider of substantially equivalent services to those offered by the Franchisee, in the Franchise Area,contains PEG financial obligations that are lesser in amount or aggregate value than the total combined PEG Grant obligations imposed in Sections 5.3 of this Agreement, and, to the extent a reduction pursuant to Section 12.22.2 of this Agreement is not sufficient to make the total obligations of this Franchise equivalent to such other new or renewed franchise, Franchisee may deduct from future Franchise Fee payments an amount sufficient to make the obligations of this Franchise equivalent to such other new or renewed franchise. 12.22.3 In the event that a non-franchised multi-channel video service provides service to residents of the LFA, the Franchisee shall have a right to petition for amendments to the Franchise that relieve the Franchisee of burdens that create a competitive disadvantage to the Franchisee. Such petition shall: i) indicate the presence of a non-franchised competitor(s); ii)identify the basis for Franchisees belief that certain provisions of this Agreement place Franchisee at a competitive disadvantage; iii) identify the provisions of this Agreement to be amended or repealed in order to eliminate the competitive disadvantage. The LFA shall not unreasonably deny Franchisee's petition. 12.22.4 Nothing in this Section 12.22 shall be deemed a waiver of any remedies available to Franchisee under federal, state or municipal law, including but not limited to section 625 of the Cable Act, 47 U.S.C. Section 545. (signature page follows) Town of Southold,New York,February 23,2016 25 AGREED TO THIS DAY OF , 2016. Town of Southold,NY By: Scott A. Russell,Town Supervisor CSC Acquisition-NY, Inc. By: Michael Olsen, Senior Vice President, Legal, Legislative &Regulatory Affairs EXHIBITS Exhibit A: Municipal Buildings to be Provided Free Cable Service Exhibit B: Service Area Exhibit C: PEG Channels Town of Southold,New York,February 23,2016 26 EXHIBIT A MUNICIPAL BUILDINGS TO BE PROVIDED FREE CABLE SERVICE Schools: Cutchogue Elementary School East, 34900 Main Road Mattituck Junior/Senior HS, 15125 Main Road Mattituck/Cutchogue SD Admin, 385 Depot Lane New Suffolk SD, 1295 4th Street Oysterponds Elementary School, 23405 Main Road, Orient Our Lady of Mercy, 27685 Main Road, Cutchogue Southold Elementary School, 1120 Oaklawn Avenue Southold Junior/Senior High School, 420 Oaklawn Avenue Libraries: Cutchogue Library, 27550 Main Road Mattituck Library, 13900 Main Road Southold Public Library, 53705 Main Road Fire Departments: Cutchogue Fire District, 260 New Suffolk Road East Marion Fire Department, 9245 Main Road Mattituck Volunteer Firemans Association, 1000 Pike Street Orient Fire Department, 23300 Main Road Southold Fire Department, 55135 Main Road Southold Fire Department, 1 Baywater Avenue Municipal Facilities: Southold Town Hall, 53095 Main Road Southold Town Hall Annex, 54375 Main Road Southold Town Police, Main Road Southold Town Highway Building, Sixth Street and North Road Rte 48 Southold Town Highway Department, 275 Peconic Lane Southold Town Landfill, 1 Zachs Lane Southold Town Solid Waste, 6155 Cox Lane Mattituck/Cutchogue Nutrition Center, 750 Pacific Street Mattituck/Cutchogue Adult Day Care, 740 Pacific Street Peconic Senior/Youth Center,Peconic Lane Town of Southold,New York February 23,2016 A-1 EXHIBIT B SERVICE AREA The Service Area is the Franchise Area with the exception of Plum Island and Fisher's Island and any other island portions of the LFA not connected to the mainland. The construction of the Franchisee's Fiber Network has been completed throughout the Service Area subject only to Subsection 3.1.1 and Section 3.2 of the Franchise,and accordingly it is not necessary to provide any additional details concerning the construction and/or deployment time tables and areas within the Service Area, nor is a map of the Service Area necessary. Town of Southold,New York,February 23,2016 B-1 EXHIBIT C PEG CHANNELS PEG Channels to be provided in accordance with state and federal law. Town of Southold,New York,February 23,2016 C-1