2.1 2.1
AGREEMENTS\Spectrum Northeast LLC Charter Communications Renewal of Cable Television Franchise Agreement—APPROVE After PH—9-22-2022
RESOLUTION AUTHORIZING RENEWAL OF
FRANCHISE AGREEMENT BETWEEN TOWN OF QUEENSBURY
AND SPECTRUM NORTHEAST, LLC, AN INDIRECT SUBSIDIARY
OF CHARTER COMMUNICATIONS, INC.
RESOLUTION NO.: , 2022
INTRODUCED BY:
WHO MOVED ITS ADOPTION
SECONDED BY:
WHEREAS, Spectrum Northeast, LLC, an indirect subsidiary of Charter
Communications, Inc., a limited liability company organized and existing in good standing under
the laws of the State of Delaware and doing business at 20 Century Hill Drive, Latham, New
York 12110, has applied under the provisions of federal law to the Town of Queensbury for the
approval of a Renewal Agreement for Charter's cable television franchise for 15 years
commencing with the date of approval by the Public Service Commission, and
WHEREAS, the Town and Spectrum Northeast, LLC negotiated the terms of a 2022
Franchise Renewal Agreement and Spectrum Northeast, LLC presented the Town with a proposed
2022 Franchise Renewal Agreement which complies with New York State Public Service
Commission standards, and
WHEREAS, the 2022 Franchise Renewal Agreement would bring the Franchise into
conformity with certain provisions of the Federal Cable Communications Policy Act of 1984, as
amended, and certain court rulings, and
WHEREAS, the Town Board scheduled a Public Hearing concerning such proposed
Franchise Renewal Agreement, Notice of such Public Hearing was published in the Post Star
Newspaper on August 26 h and September 2nd, 2022 and on Monday, September 12d', 2022, the
Town Board duly held such public hearing and heard all interested persons, and
WHEREAS, the Town Board wishes to authorize such Franchise Renewal Agreement
NOW, THEREFORE, BE IT
RESOLVED,that the Queensbury Town Board hereby finds that:
1. Spectrum Northeast, LLC has substantially complied with the material terms and
conditions of its existing Franchise and applicable law;
2. Spectrum Northeast, LLC has the financial, legal and technical ability to provide
these services, facilities and equipment as set forth in its proposal;
3. Spectrum Northeast, LLC can reasonably meet the future cable-related
community needs and interests, taking into account the cost of meeting such
needs and interests; and
BE IT FURTHER,
RESOLVED, that the Queensbury Town Board hereby grants the Cable Television
Franchise of Spectrum Northeast, LLC and the Town of Queensbury for fifteen (15) years
commencing with the date of approval by the Public Service Commission and expiring fifteen (15)
years hence, and
BE IT FURTHER,
RESOLVED, that the Queensbury Town Board hereby authorizes, directs and confirms
acceptance of the 2022 Franchise Renewal Agreement between the Town and Spectrum Northeast,
LLC substantially in the form presented at this meeting and authorizes and directs the Town
Supervisor to sign such Agreement and any other needed documentation, and
BE IT FURTHER,
RESOLVED, that the Town Board further authorizes and directs the Town Supervisor,
Town Clerk and/or Town Counsel to take such other and further actions necessary to effectuate all
terms of this Resolution.
Duly adopted this 12Ih day of September, 2022 by the following vote:
AYES
NOES
ABSENT:
2022 FRANCHISE AGREEMENT
TO PROVIDE CABLE TELEVISION SERVICES
Between
Town of Queensbury,
New "York
AND
Spectrum Northeast, LLC
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FRANCHISE AGREEMENT
This Franchise Agreement ("Franchise") is between the Town of Queensbury, New
York,hereinafter referred to as the"Grantor"and Spectrum Northeast,LLC,an indirect subsidiary
of Charter Communications, Inc.), hereinafter referred to as the "Grantee."
WHEREAS, in a full public proceeding affording due process to all parties, Grantor
considered and found adequate and feasible Grantee's plans for constructing and operating the
cable television system, and Grantor considered and determined that the financial condition,
character,legal and technical ability of the Grantee are sufficient to provide services,facilities and
equipment necessary to meet the future cable-related needs of the community; and
WHEREAS, the Grantor finds that the Grantee has substantially complied with the
material terms of the current Franchise under applicable laws, that this Franchise complies with
New York Public Service Commission's ("NYPSC") franchise standards under Title 16, Chapter
VIII, Part 895 of the Official Compilation of Codes, Rules and Regulations of the State of New
York, and that the grant of a nonexclusive franchise to Grantee.is consistent with the public
interest; and
WHEREAS, the Grantor and Grantee have complied with all federal and State-mandated
procedural and substantive requirements pertinent to this franchise renewal; and
WHEREAS, Grantor desires to enter into this Franchise with the Grantee for the
construction and operation of a cable system on the terms set forth herein;
NOW, THEREFORE, the Grantor and Grantee agree as follows:
SECTION 1
Definition of Terms
11 Terms. For the purpose of this franchise the following terms, phrases, words and their
derivations shall have the meaning ascribed to them in the Cable Communications Policy Act of
1984,as amended from time to time (the"Cable Act"),unless otherwise defined herein. When not
inconsistent with the context,words used in the present tense include the future,words in the plural
number include the singular number, and words in the singular number include the plural number.
The word "shall" is mandatory and "may" is permissive. Words not defined shall be given their
common and ordinary meaning.
A. "Cable System," "Cable Service," and "Basic Cable Service" shall be defined as
set forth in the Cable Act.
B. `Board"shall mean the governing body of the Grantor.
C. "Cable Act"shall mean the Cable Communication Policy Act of 1984,as amended,
47 U.S.C. §§ 521, et. seq.
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D. "Channel". shall mean a portion of the electromagnetic frequency spectrum which
is used in a cable system and which is capable of delivering a television channel.
E. "Equipment" shall mean any poles, wires, cable, antennae, underground conduits,
manholes, and other conductors, fixtures, equipment and other facilities used for
the maintenance and operation of physical facilities located in the Streets,including
the Cable System.
F. "FCC" shall mean the Federal Communications Commission and any successor
governmental entity thereto.
G. "Franchise" shall mean the non-exclusive rights granted pursuant to this Franchise
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to construct operate and maintain a Cable System along the public ways within all
or a specified area in the Franchise Area.
H. "Franchise Area" shall mean the geographic boundaries of the Grantor, and shall
include any additions thereto by annexation or other legal.means.
1. "Gross Revenue" means all revenues, as determined in accordance with generally
accepted accounting principles ("GAAP"), received directly or indirectly by the
Grantee from the operation of the Cable System to provide Cable Services,
including but not limited to Basic Cable Service installation, disconnection and
reconnection services, on-demand, standard, digital and premium tiers of Cable
Service, late or delinquent fee charges, repair calls, equipment charges, video on-
demand,locally-derived advertising revenues less commissions paid to third parties
that are not affiliated entities; revenues or commissions from locally-derived home
shopping channels, and leased access in the Franchise Area, provided, however,
that such phrase shall not include: (1) any taxes, fees or assessments collected by
the Grantee from Subscribers for pass-through to a government agency, including,
without limitation, any state or federal regulatory fees, the franchise fee, or any
sales or utility taxes; (2) unrecovered bad debt; (3) credits, refunds and deposits
paid to Subscribers;(4)any exclusions available under applicable State law. Should
revenue from any service provided by Grantee over the Cable System be classified
as a Cable Service by a final determination or ruling of any agency or court having
jurisdiction, after the exhaustion of all appeals related thereto, the Grantor shall be
entitled in the manner prescribed under applicable state law to include revenue from
Grantee's provision of such service as Gross Revenue, and Grantee shall include
revenue from such service as Gross Revenue on a going forward basis commencing
within sixty (60) days of the date of issuance of an order from the NYPSC
approving such amendment.
J. "Person" shall mean an individual, partnership, association, organization,
corporation, trust or governmental entity.
K. "Service Area shall mean the area described in subsection 6.1 herein.
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L. "Standard Installation"shall mean installations to residences and buildings that are
located up to 150 feet from the point of connection to Grantee's existing distribution
system.
M. "State" shall mean the State of New York.
N. "Street" shall include each of the following located within the Franchise Area:
public streets,roadways,highways, bridges,land paths,boulevards,avenues,lanes,
alleys, sidewalks, circles, drives, easements, rights of way and similar public ways
and extensions and additions thereto, including but not limited to public utility
easements, dedicated utility strips, or rights-of-way dedicated for compatible uses
now or hereafter held by the Grantor in the Franchise Area, which shall entitle the
Grantee to the use thereof for the purpose of installing, operating, extending,
repairing and maintaining the Cable System.
0. "Subscriber" shall mean any Person lawfully receiving Cable Service from the
Grantee.
SECTION 2
Grant of Franchise
2.1 Grant. The Grantor hereby grants to the Grantee a nonexclusive Franchise which
authorizes the Grantee, subject to the terms provided herein, to erect, construct, extend, operate
and maintain in, upon, along, across, above, over and under the Streets, now in existence and as
may be created or established during its terms all Equipment,including the Cable System. Nothing
in this Franchise shall be construed to prohibit the Grantee from offering any service over its Cable
System that is not prohibited by federal or State law.
2.2 Term. The Franchise and the rights, privileges and authority hereby granted shall be for
an initial term of eight(8)years, commencing on the Effective Date of this Franchise as set forth
in Section 15.12.
23 Police Powers. The Grantee agrees to comply with the terms of any lawfully adopted
generally applicable local ordinance necessary to the safety, health, and welfare of the public, to
the extent that the provisions of the ordinance do not have the effect of limiting the benefits or
expanding the obligations of the Grantee that are granted by this Franchise. This Franchise is a
contract and except as to those changes which are the result of the Grantor's lawful exercise ofits
general police power,the Grantor may not take any unilateral action which materially changes the
mutual promises in this contract.
2.4 Restoration of Municipal Property. Any municipal property damaged or destroyed by
Grantee shall be promptly repaired or replaced by the Grantee, at its sole cost and expense, and
restored to serviceable condition reasonably comparable to the condition prior to such damage or
destruction.
2.5 Cable System Franchise Required. No Cable System shall be allowed to occupy or use
the streets or public rights-of-way of the Franchise Area or be allowed to operate without a Cable
System Franchise or as otherwise required by applicable law.
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SECTION 3
Franchise Renewal
3.1 Procedures for Renewal. The Grantor and the Grantee agree that any proceedings undertaken
by the Grantor that relate to the renewal of the Grantee's Franchise shall be governed by and
comply with the provisions of Section 626 of the Cable Act, as amended, or any such successor
statute.
SECTION 4
Indemnification and Insurance
4.1 Indemnification. The Grantee shall,by acceptance of the Franchise granted herein,defend
the Grantor,and, indemnify its officers,boards,commissions,agents,and employees for all claims
for injury to any Person or property caused by the negligence of Grantee in the construction or
operation of the Cable System to the fullest extent of the law, provided that the Grantor gives the
Grantee written notice of its obligation to indemnify Grantor at least ten(10) calendar prior to the
deadline for responding to the claim or action, and if no such deadline exists, within thirty (30)
days of Grantor's receipt of the claim or action. In the event any such claim arises, the Grantor
shall tender the defense thereof to the Grantee and the Grantee shall have the right to defend, settle
or compromise any claims arising hereunder and the Grantor shall cooperate fully herein. If the
Grantor determines in good faith that its interests cannot be represented by the Grantee,the Grantee
shall be excused from any obligation to represent the Grantor. Notwithstanding the foregoing, the
Grantee shall not be obligated to indemnify the Grantor for any damages, liability or claims
resulting from the willful misconduct or negligence of the Grantor or for the Grantor's use of the
Cable System, including any PEG channels.
42 Insuranc
A. The Grantee shall maintain throughout the term of the Franchise insurance in
amounts at least as follows:
Workers' Compensation Statutory Limits
Commercial General Liability $1,000,000 per occurrence,
$2,000,000 General Aggregate
Auto Liability including coverage on $1,000,000 per occurrence Combined
all owned, non-owned hired autos Single Limit
Excess/Umbrella Liability $5,000,000 per occurrence
B. The Grantor shall be added as an additional insured, arising out of work performed
by Grantee, to the above Commercial General Liability, Auto Liability and
Umbrella Liability insurance coverage. Such insurance shall be issued on a
primary, non-contributory basis.
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C. Grantee shall provide a Certificate of Insurance within 30 days of the Effective
Date. The Grantee shall furnish the Grantor with additional current certificates of
insurance evidencing such coverage upon request. The Certificate of Insurance
shall not include any language impacting the effectiveness and applicability of the
coverage. Such insurance policy shall require that the Grantor be notified thirty
(30) days prior to any expiration or cancellation.
SECTION 5
Service Obligations
5.1 No Discrimination. Grantee shall not deny service,deny access,or otherwise discriminate
against Subscribers,Channel users,or general citizens on the basis of race, color,religion,national
origin, age or sex. Grantee shall not deny access to Cable Service to any group of potential
residential subscribers because of the income of the residents of the local area in which such group
resides,
52 Privagy.The Grantee shall fully comply with the privacy rights of Subscribers as contained
in Cable Act Section 631 (47 U.S.C. §551).
SECTION 6
Service Availability
61 -Service Area. The Grantee shall make Cable Service distributed over the Cable System available
to every residence within the Franchise Area where there is a minimum density of at least twenty (20)
residences per linear strand mile of aerial cable as measured from Grantee's closest technologically feasible
tie-in point that is actively delivering Cable Service as of the date of such request for service(the"Service
Area"). The Cable Service will be provided at Grantee's published rate for standard installations if such a
residence is a Standard Installation. Notwithstanding the foregoing, the Grantee shall have the right, but
not the obligation,to extend the Cable System into any portion of the Franchise Area where another operator
is providing Cable Service, or into any annexed area which is not contiguous to the Service Area. Grantee
shall not be obligated to provide service to any area where it is financially or technically infeasible to do
so. Grantee at its discretion may make Cable Service available to businesses within the Service Area.
However, the Grantee will consider use of federal or state programs that would that would provide funding
to enable economically-viable service expansions to currently underserved rural areas of the Town.
62 Subscriber Charges for Extensions of the Cable System. No Subscriber shall be refused
service arbitrarily. However, if an area does not meet the density requirements of Section 6.1 above, the
Grantee shall only be required to extend the Cable System to Subscribers in that area if the Subscribers are
willing to share the capital costs of extending the Cable System in accordance with the applicable provisions
Section 895.5 of the regulations of the NYPSC. The Grantee may require that payment of the capital
contribution in aid of construction borne by such potential Subscribers be paid in advance. Subscribers
shall also be responsible for any standard/non-standard installation charges to extend the Cable System
from the tap to the residence.
6.3 Abandonment of Service. Grantee shall not abandon any Cable Service or portion thereof
without the Grantor's written consent.
64 New Development Underground. In cases of new construction or property development
where utilities are to be placed underground, where reasonable and practicable,the Grantor agrees
to require as a condition of issuing a permit for open trenching to any developer or property owner
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that such developer or property owner give Grantee at least thirty(30)days prior written notice of
such construction or development, and of the particular dates on which open trenching will be
available for Grantee's installation of conduit,pedestals and/or vaults, and laterals to be provided
at Grantee's expense. Grantee shall also provide specifications as needed for trenching when
available. Costs of trenching and easements required to bring service to the development shall be
borne by the developer or property owner; except that if Grantee fails to install its conduit,
pedestals and/or vaults, and laterals within fifteen (15) working days of the date the trenches are
available,as designated in the written notice given by the developer or property owner,then should
the trenches be closed after the fifteen-day period, the cost of new trenching is to be borne by
Grantee.
65 Annexation. The Grantor shall promptly provide written notice to the Grantee of its
annexation of any territory which is being provided Cable Service by the Grantee or its affiliates.
Such annexed area will be subject to the provisions of this Franchise upon sixty(60)days 'written
notice from the Grantor, subject to the conditions set forth below and Section 6.1 above. The
Grantor shall also notify Grantee in writing of all new street address assignments or changes within
the Franchise Area. Grantee shall within ninety (90) days after receipt of the annexation notice,
pay the Grantor franchise fees on revenue received from the operation of the Cable System to
provide Cable Services in any area annexed by the Grantor if the Grantor has provided a written
annexation notice that includes the addresses that will be moved into the Franchise Area in an
Excel format or in a format that will allow Grantee to change its billing system. If theannexation
notice does not include the addresses that will be moved into the Franchise Area, Grantee shall
pay franchise fees within ninety(90)days after it receives the annexed addresses as set forth above.
All notices due under this section shall be sent by certified mail, return receipt requested to the
addresses set forth in Section 15.7 with a copy to the Director of Government Affairs. In any audit
of franchise fees due under this Franchise, Grantee shall not be liable for franchise fees on annexed
areas unless and until Grantee has received notification and information that meets the standards
set forth in this section.
SECTION 7
Construction and Technical Standards
7.1 Compliance with Codes. All construction practices and installation of equipment shall be
done in accordance with all applicable sections of the National Electric Safety Code.
72 —Construction Standards and Requirements. Grantee shall construct and maintain its
Equipment using materials of good and durable quality and shall ensure that all work involved in
the construction, installation,maintenance, and repair of the Cable System shall be performed in a
timely, safe, thorough and reliable manner.
73 Safe1y. The Grantee shall at all times employ ordinary care and shall use commonly
accepted methods and devices preventing failures and accidents which are likely to cause damage.
7A Network Technical Requirements. The Cable System shall be designed, constructed and
operated so as to meet those technical standards adopted by the FCC relating to Cable Systems
contained in part 76 of the FCC's rules and regulations as may be amended from time to time. The
Cable System shall provide for a minimum Channel capacity of at least seventy-seven (77)
Channels.
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SECTION 8
Conditions on Street Occupancy
8.1 General Conditions. Grantee shall have the right to utilize existing poles, conduits and
other facilities whenever possible,and shall not construct or install any new, different,or additional
poles, conduits, or other facilities on public property provided Grantee is able to access existing
poles, conduits, or other facilities on reasonable terms and conditions.
8.2 Underground Construction. The facilities of the Grantee shall be installed underground
in those Service Areas where existing telephone and electric services are both underground at the
time of system construction.In areas where either telephone or electric utility facilities are installed
aerially at the time of system construction, the Grantee may install its facilities aerially with the
understanding that at such time as the existing aerial facilities are required to be placed
underground by the Grantor, the Grantee shall likewise place its facilities underground. In the
event Grantor or any agency thereof directly or indirectly reimburses any utility for the placement
of cable underground or the movement of cable, Grantee shall be similarly reimbursed.
83 Construction Codes and Permits. Grantee shall obtain all permits required by the Grantor
before commencing any construction work, including the opening or disturbance of any Street
within the Franchise Area,provided that such permit requirements are of general applicability and
such permitting requirements are uniformly and consistently applied by the Grantor as to other
public utility companies and other entities operating in the Franchise Area. The Grantor shall
reasonably cooperate with the Grantee in granting any permits required, providing such grant and
subsequent construction by the Grantee shall not unduly interfere with the use of such Streets,now
in existence and as may be created or established during its terms,in a manner that does not disrupt
the Grantor's ability to maintain the public thoroughfares and public infrastructure.
8.4 System Construction. All transmission lines, equipment and structures shall be so
installed and located as to cause minimum interference with the rights and reasonable convenience
of property owners and at all times shall be kept and maintained in a safe, adequate and substantial
condition, and in good order and repair. The Grantee shall, at all times, employ ordinary care and
use commonly accepted methods and devices for preventing failures and accidents which are likely
to cause damage, injuries, or nuisances to the public. Suitable barricades, flags, lights, flares or
other devices shall be used at such times and places as are reasonably required for the safety of all
members of the public. Any poles or other fixtures placed in any public way by the Grantee shall
be placed in such a manner as not to interfere with the usual travel on such public way.
8.5 Restoration of Public Ways. Grantee shall, at its own expense, restore any damage or
disturbance caused to the public way as a result of its operation, construction, or maintenance of
the Cable System to a condition reasonably comparable to the condition of the Streets immediately
prior to such damage or disturbance.
8.6 Tree Trimming. Grantee or its designee shall provide notice and receive permission from
the Town Highway Superintendent, which permission shall not be unreasonably withheld,prior to
commencing planned tree trimming on public property and Streets at its own expense as may be
necessary to protect its wires and facilities. Emergency restoration required trimming will be
performed as necessary.
8.7 Relocation for the Grantor.The Grantee shall,upon receipt of reasonable advance written
notice,to be not less than ten(10)business days,protect,support,temporarily disconnect, relocate,
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or remove any property of Grantee when lawfully required by the Grantor pursuant to its police
powers. Grantee shall be responsible for any costs associated with these obligations to the same
extent all other users of the Grantor rights-of-way are responsible for the costs related to the
relocation of their facilities.
8.8 Relocation for a Third Party. The Grantee shall, on the request of any Person holding a
lawful permit issued by the Grantor,protect,support,raise,lower,temporarily disconnect,relocate
in or remove from the Street as necessary any property of the Grantee, provided that the expense
of such is paid by any such Person benefiting, from the relocation and the Grantee is given
reasonable advance written notice to prepare for such changes. The Grantee may require such
payment in advance. For purposes of this subsection, "reasonable advance written notice"shall be
no less than ten (10) business days in the event of a temporary relocation and no less than sixty
(60) days for a permanent relocation.
8.9 Reimbursement of Costs. If funds are available to any Person using the Streets for the
purpose of defraying the cost of relocation and undergrounding described above,the Grantor shall
reimburse the Grantee in the same manner in which other Persons affected by the requirement are
reimbursed. If the funds are controlled by another governmental entity, the Grantor shall use
reasonable best efforts to assist Grantee with making application for such funds on behalf of the
Grantee.
8.10 Emergency Use. Grantee shall comply with 47 U.S.C. 544(g) and all regulations issued
pursuant thereto with respect to an Emergency Alert System("EAS").
SECTION 9
Service and Rates
9.1 Phone Service. The Grantee shall maintain a toll-free telephone number and a phone
service operated to receive complaints and requests for repairs or adjustments at anytime.
92 Notification of Service Procedures. The Grantee shall furnish each Subscriber at the time
service is installed,written instructions that clearly set forth information concerning the procedures
for making inquiries or complaints, including the Grantee's name, address and local telephone
number. Grantee shall give the Grantor notice of any changes in rates, programming services or
Channel positions in accordance with applicable law.
93 Rate Regulation. The rates and charges for Cable Service provided pursuant to this
Franchise shall be subject to regulation in accordance with federal law. If and when exercising rate
regulation,the Grantor shall abide by the terms and conditions set forth by the FCC.Nothing herein
shall be construed to limit the Grantee's ability to offer or provide bulk rate discounts or
promotions.
9.4 Customer Service. Grantee shall comply with the cable customer service and consumer
protection standards of the FCC and NYSPC. Any bill, notice or other communication provided
by or issued by Grantee to any Subscriber may be provided or issued in accordance with applicable
law.
95 Continuity of Service. It shall be the right of all Subscribers to continue receiving Cable
Service insofar as their financial and other obligations to the Grantee are honored, and subject to
Grantee's rights under Section 15.2 of this Franchise.
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SECTION 10
Franchise Fee
10.1 Amount of Fee. Grantee shall pay to the Grantor an annual franchise fee in an amount equal
to five percent (5%) of the annual Gross Revenue. Franchise fees may be passed through to
Subscribers as a line item on Subscriber bills or otherwise as Grantee chooses, consistent with
federal law. The amount of franchise fee and the method of calculation shall be competitively
neutral (i.e. equal) when compared to the amount or method of calculation of the franchise fee in
any other cable franchise or authorization to provide video service granted by Grantor. In the event
any other cable franchise or authorization to provide video service provides for a lesser franchise
fee than this Franchise, Grantee's obligation to pay a franchise fee under this Section 10.1 shall
be reduced by an equivalent amount.
10.1 Payment of Fee. Payment of the fee due the Grantor shall be made on a quarterly basis,
within forty-five (45) days of the close of each calendar quarter. The payment period and the
collection of the franchise fees that are to be paid to the Grantor pursuant to the Franchise shall
commence sixty (60) days after the Effective Date of the Franchise as set forth in Section 15.12.
Grantee shall pay an interest charge of prime plus 1%on any late payment of franchise fees. In the
event of a dispute, the Grantor, if it so requests, shall be furnished a statement of said payment,
reflecting the Gross Revenues and the applicable charges.
10.2 Accord and Satisfaction. No acceptance of any payment by the Grantor shall be construed
as a release or as an accord and satisfaction of any claim the Grantor may have for additional sums
payable as a franchise fee under this Franchise. All amounts paid shall be subject to audit and
recomputation by Grantor.
10.3 Bundled Services. If Grantee charges a combined or "bundled" rate for a package of
services which includes Cable Services subject to the franchise fee and other services which are
not subject to the franchise fee, the franchise fee shall be imposed on the portion of the bundled
charge applicable to the services subject to the franchise fee as reflected in the books and records
of Grantee, in accordance with GAAP. Any discounts applied to bundled rates shall be spread
proportionately among bundled services.
10.4 Limitation on Recovery. The period of limitation for recovery of any franchise fee
payable hereunder shall be six (6)years from the date on which payment by the Grantee was due.
SECTION 11
Transfer of Franchise
11.1 Franchise Transfer. Grantee shall provide at least sixty(60) days' notice to Grantor prior to
completion of a transaction that results in the sale, transfer, or assignment of the Franchise. The
Franchise granted hereunder shall not be assigned, other than by operation of law or to an entity
controlling, controlled by, or under common control with the Grantee, without the prior consent
of the Grantor, such consent not to be unreasonably withheld or delayed. No such consent shall be
required,however,for a transfer in trust,by mortgage,by other hypothecation,or by assignment of
any rights,title,or interest of the Grantee in the Franchise or Cable System to secure indebtedness.
Within thirty (30) days of receiving a request for review covered by this Section,
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the Grantor shall notify the Grantee in writing of any additional information it reasonably requires
to determine the legal, financial and technical qualifications of the transferee. If the Grantor has
not taken action on the Grantee's request for transfer within one hundred twenty (120) days after
receiving such request, consent by the Grantor shall be deemed given.
SECTION 12
Records
12.1 Audit and Inspection of Records. Grantee shall permit any duly authorized representative of the
Grantor, upon receipt of advance written notice, to examine during normal business hours and on a non-
disruptive basis any and all of Grantee's records pertaining to Grantee's provision of Cable Service in the
Franchise Area maintained by Grantee as is reasonably necessary to ensure Grantee's compliance with the
material terms of the Franchise. Such notice shall specifically reference the subsection of the Franchise that
is under review so that the Grantee may organize the necessary books and records for easy access by the
Grantor. The Grantee shall not be required to maintain any books and records for Franchise compliance
purposes longer than three (3) years, except for books and records related to the calculation of Gross
Revenues and the payment of Franchise Fees, which Grantee shall maintain for six(6)years.The Grantee
shall not be required to provide Subscriber information in violation of Section 631 of the Cable Act. The
Grantor agrees to treat as confidential any books,records or maps that constitute proprietary or confidential
information to the extent Grantee makes the Grantor aware of such confidentiality. If the Grantor believes
it must release any such confidential books or records, which Grantee has marked as confidential, in the
course of enforcing this Franchise, or for any other reason, Grantor shall advise Grantee in advance so that
Grantee may take appropriate steps to protect its interests. Until otherwise ordered by a court or agency of
competent jurisdiction, the Grantor agrees that, to the extent permitted by State and federal law, it shall
deny access to any of Grantee's books and records marked confidential, as set forth above, to any Person.
SECTION 13
Public Education and Government CEFG) Access
13.1 PEG Access. Grantee shall make available channel capacity for non-commercial,video programming
for public, educational and governmental ("PEG") access use in accordance with Section 895.4 of the
NYPSC regulations and will comply with the minimum standards set forth therein. Such PEG channel
capacity may be shared with other localities served by Grantee's cable system, and Grantor hereby
authorizes Grantee to transmit PEG access programming authorized herein to such other localities.The tier
of service on which such PEG channel(s)may be placed shall be determined by Grantee in accordance with
applicable law.
13.1.1 Educational Access shall be for non-commercial use by school districts and not-for-
profit educational institutions chartered or licensed by the State of New York Department
of Education or Board of Regents, including the Queensbury School District and SUNY
Adirondack. As provided in NYPSC regulations, educational access may be operated and
administered by a committee or commission approved by local governments in communities
serviced by the system and include representatives of the Queensbury School District and
SLTNY Adirondack. As a possible scenario, educational entities located within the area
served by the cable system that have a desire to use the educational access channel(s)(either
through direct feed or tape), along with the respective municipalities, will participate
cooperatively, in a consensus 'format, to create the proper administrative body. That newly
created administrative committee will then create the organization's bylaws - providing
guiding governance and regulations that will help assure that the allocation of the
educational channel(s) is done in the spirit of equity and fairness.
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SECTION 14
Enforcement or Revocation
14.1 Notice of Violation. If the Grantor believes that the Grantee has not complied with the
terms of the Franchise, the Grantor shall first informally discuss the matter with Grantee. Ifthese
discussions do not lead to resolution of the problem,the Grantor shall notify the Grantee in writing
of the exact nature of the alleged noncompliance (the "Violation Notice").
142 Grantee's Right to Cure or Respond.The Grantee shall have thirty(30)days from receipt
of the Violation Notice to (i) respond to the Grantor, contesting the assertion of noncompliance,
or(ii) to cure such default, or(iii) if, by the nature of default, such defaultcannot be cured within
the thirty (30) day period, initiate reasonable steps to remedy such default and notify the Grantor
of the steps being taken and the projected date that they will be completed.
143 Public Hearin-. If the Grantee fails to respond to the Violation Notice received from the
Grantor, or if the default is not remedied within the cure period set forth above, the Board shall
schedule a public hearing if it intends to continue its investigation into the default. The Grantor
shall provide the Grantee at least twenty (20) days prior written notice of such hearing, which
specifies the time, place and purpose of such hearing, notice of which shall be published by the
Clerk of the Grantor in a newspaper of general circulation within the Grantor in accordance with
subsection 15.8 hereof. At the hearing, the Board shall give the Grantee an opportunity to state its
position on the matter, present evidence and question witnesses, after which it shall determine
whether or not the Franchise shall be revoked. The public hearing shall be on the record and a
written transcript shall be made available to the Grantee within ten(10)business days.The decision
of the Board shall be made in writing and shall be delivered to the Grantee. The Grantee may
appeal such determination to an appropriate court, which shall have the power to review the
decision of the Board de novo. The Grantee may continue to operate the Cable System until all
legal appeals procedures have been exhausted.
14.4 Enforcement. Subject to applicable federal and State law, in the event the Grantor, after
the hearing set forth in subsection 14.3 above, determines that the Grantee is in default of any
provision of the Franchise, the Grantor may:
A. Seek specific performance of any provision, which reasonably lends itself to such
remedy, as an alternative to damages; or
B. Commence an action at law for monetary damages or seek other equitable relief; or
C. In the case of a substantial default of a material provision of the Franchise, seek to
revoke the Franchise itself in accordance with subsection 14.5 below.
145 Revocation.
A. Prior to revocation or termination of the Franchise, the Grantor shall give written
notice to the Grantee of its intent to revoke the Franchise on the basis of a pattern
of noncompliance by the Grantee, including one or more instances.of substantial
noncompliance with a material provision of the Franchise. The notice shall set forth
the exact nature of the noncompliance. The Grantee shall have sixty(60)days from
such notice to either object in writing and to state its reasons for such objection and
provide any explanation or to cure the alleged noncompliance. If the Grantor has
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not received a satisfactory response from Grantee, it may then seek to revoke the
Franchise at a public hearing. The Grantee shall be given at least thirty (30) days
prior written notice of such public hearing, specifying the time and place of such
hearing and stating its intent to revoke the Franchise. The public hearing shall be
conducted in accordance with the requirements of Section 14.3 above.
B. Notwithstanding the above provisions, the Grantee reserves all of its rights under
federal law or regulation.
C. At the termination of the Franchise Term if renewal has been finally denied in
accordance with Federal law, or upon revocation of the Franchise, as provided for
herein, the Grantor shall have the right to require Grantee to remove, at Grantee's
expense, all or any portion of the Cable System from Streets and public property
within the Franchise Area. In so removing the Cable System, Grantee shall refill
and compact at its own expense any excavation that shall be made and shall leave
all Streets and public property and in as good a condition as that prevailing prior to
Grantee's removal of the Cable System, and without affecting, altering or
disturbing in anyway electric,telephone or utility, cables wires or attachments.The
Grantor, or its delegate, shall have the right to inspect and approve the condition of
such Streets and public property after removal. The insurance and indemnity
provisions of this Agreement shall remain in full force and effect during the entire
term of removal.
SECTION 15
Miscellaneous Provisions
ISI Compliance with Laws. Grantor and Grantee shall conform to all applicable state and
federal laws and rules regarding cable television as they become effective. Grantee shall also
conform with all generally applicable Grantor ordinances, resolutions, rules and regulations
heretofore or hereafter adopted or established during the entire term of the Franchise. In the event
of a conflict between Grantor ordinances, resolutions, rules or regulations and the provisions of
this Franchise, the provisions of this Franchise shall govern.
15.1.1 Employment Practices. Grantee 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.
15.2 Force Majeure. The Grantee 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
circumstances reasonably beyond the ability of the Grantee to anticipate and control. This
provision includes, but is not limited to, severe or unusual weather conditions, fire, flood, or other
acts of God, strikes, work delays caused by failure of other utility providers (outside of Grantee's
control) to service, maintain or monitor their utility poles to which Grantee's Cable System is
attached, as well as unavailability of materials and/or qualified labor to perform the work
necessary.
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153 Minor Violations, Furthermore, the parties hereby agree that it is not the Grantor's
intention to subject the Grantee to 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 the Subscribers within the Franchise Area, or where strict performance would result in practical
difficulties or hardship to the Grantee which outweighs the benefit to be derived by the Grantor
and/or Subscribers. By way of description,but not limitation,an example of such a minor violation
would include Grantee's failure to provide a certificate of insurance as required by section 4.2.
154 Action of Parties. In any action by the Grantor or the Grantee 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.
15.5 —Equal Protection. The franchise herein is non-exclusive and the grantor specifically
reserves the right to grant, at any time,additional franchises to any other provider of cable services
or video services (without regard to the technology used to deliver such services) in the event that
it is lawfully authorized by the Grantor or by any other State or federal governmental entity to
provide such services using facilities located wholly or partly in the public rights-of-way of the
Grantor, the Grantor shall ensure that the terms applicable to such other provider are no more
favorable or less burdensome than those applicable to Grantee. If the authorization applicable to
such other provider contains franchise fee, PEG, free service, right-of-way, or other terms
imposing monetary or regulatory burdens that are more costly or less burdensome than the
corresponding obligations imposed upon Grantee, Grantor shall,within thirty(30)days of a written
request from Grantee,modify this Franchise to insure that the corresponding obligations applicable
to Grantee are no more costly or burdensome than those imposed on the new competing provider.
If the Grantor fails to make modifications consistent with this requirement, Grantee agrees not to
enforce such corresponding obligations in this Franchise beyond the requirements imposed by the
less costly or less burdensome obligations in such competing provider's authorization. As an
alternative to the equal protection procedures set forth herein, the Grantee shall have the right and
may choose to have this Franchise with the Grantor be deemed expired thirty(30)days after written
notice to the Grantor. Nothing in this Franchise shall impair the right of the Grantee to terminate
this Franchise and, at Grantee's option, negotiate a renewal or replacement franchise, license,
consent, certificate or other authorization with any appropriate government entity. Subject to the
provisions found elsewhere in this Franchise,nothing in this Section 15.5 shall be deemed a waiver
of any remedies available to Grantee or to Grantor under federal, state or municipal law, including
but not limited to Section 625 of the Cable Act, 47 U.S.C. §545.
15.6 —Change in Law. Notwithstanding any other provision in this Franchise, in the event any
change to state or federal law occurring during the term of this Franchise eliminates the
requirement for any person desiring to provide video service or Cable Service in the Franchise
Area to obtain a franchise from the Grantor, then Grantee shall have the right to terminate this
Franchise and operate the Cable System under the terms and conditions established in applicable
law. If Grantee chooses to terminate this Franchise pursuant to this provision,this Franchise shall
be deemed to have expired by its terms on the effective date of any such change in law, whether
or not such law allows existing franchise agreements to continue until the date of expiration
provided in any existing franchise.
M Notices. Unless otherwise provided by federal, State or local law, all notices pursuant to
this Franchise shall be in writing and shall be deemed to be sufficiently given upon delivery to a
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Person at the address set forth below,or by U.S. certified mail,return receipt requested,nationally
or internationally recognized courier service such as Federal Express or electronic mail
communication to the designated electronic mail address provided below. As set forth above,
notice served upon the Grantor shall be delivered or sent to:
Grantor: Town Supervisor
Town of Queensbury
742 Bay Road
Queensbury,NY 12804
Grantee: Charter Communications
Director, Government Affairs
20 Century Hill Drive
Latham,NY 12110
Copy to: Charter Communications
Attn: Vice President, Government Affairs
601 Massachusetts Ave NW, Suite 40OW
Washington, DC 20001
158 Public Notice. Minimum public notice of any public meeting relating to this Franchise or
any such grant of additional franchises, licenses, consents, certificates, authorizations, or
exemptions by the Grantor to any other Person(s) to provide Cable Services, video services, or
other television services utilizing any system or technology requiring use of the public rights of
way shall be by publication at least once in a newspaper of general circulation in the area at least
ten (10) days prior to the meeting and a posting at the administrative buildings of the Grantor.
15.8.1 Grantor shall endeavor to provide written notice to Grantee within ten(10)days
of Grantor's receipt from any other Person(s) of an application or request for a franchise(s),
license(s), consent(s), certificate(s), authorization(s), or exemption(s) to provide Cable Services,
video services, or other television services utilizing any system or technology requiring use of the
public rights of way. Any public hearings to consider such application or request shall have the
same notice requirement as outlined in Paragraph 15.8 above.
159 Severabilily. If any section, subsection, sentence, clause, phrase, or portion of this
Franchise is,for any reason,held invalid or unconstitutional by any court of competent jurisdiction,
such portion shall be deemed a separate,distinct and independent provision and such holding shall
not affect the validity of the remaining portions of this Franchise.
ISIO Entire ALyreement. This Franchise and any Exhibits hereto constitute the entire agreement
between Grantee and the Grantor and they supersede all prior or contemporaneous agreements,
representations or understandings (whether written or oral) of the parties regarding the subject
matter hereof.
15.11 Administration of Franchise. The Board, or such other person as may be designated and
supervised by the Board, is responsible for the continuing administration of the Franchise. This
Franchise is a contract and neither party may take any unilateral action that materially changes the
mutual promises and covenants contained herein. Any changes, modifications or amendments to
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this Franchise must be made in writing,signed by the Grantor and the Grantee. Any determination
by the Grantor regarding the interpretation or enforcement of this Franchise shall be subject to de
nova judicial review.
Lin NYPSC A1211roval. This Franchise is subject to the approval of the NYPSC. Grantee shall
file an application for such approval with the NYPSC within sixty (60) days after the date the
Franchise is approved by Grantor and accepted by Grantee. Grantee shall also file any necessary
notices with the FCC.
15.13 Effective Date. The Franchise granted herein will take effect and be in full force from the
date of approval by the NYPSC ("Effective Date"). If any fee or grant that is passed through to
Subscribers is required by this Franchise, other than the franchise fee, such fee or grant shall go
into effect sixty (60) days after the Effective Date of this Franchise.
15.14 No Third Party Beneficiaries. Nothing in this Franchise is intended to confer third-party
beneficiary status on any person other than the parties to this Franchise to enforce the terms of this
Franchise.
Considered and approved this day of 2022
Town of Queensbury
Signature:
Name/Title:
Accepted this day of 2022, subject to applicable federal and
State law.
Spectrum Northeast, LLC, By Its Manager, Charter
Communications, Inc.
Signature:
Name/Title:
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