(A) Any franchise granted hereunder cannot in any event be sold, transferred, leased, assigned or disposed of, including, but not limited to by force or voluntary sale, merger, consolidation, receivership or other means without the prior consent of the county, which shall not be unreasonably withheld.
(B) The grantee shall promptly notify the county of any actual or proposed change in or transfer of, or acquisition by any other party of, control of the grantee. The word
CONTROL as used herein, is not limited to major stockholders, but includes actual working control in whatever manner exercised. A rebuttable presumption that a transfer of control has occurred shall arise upon the disposal by the grantee, directly or indirectly, by gift, assignment, voluntary sale, merger, consolidation or otherwise, of 25% or more, at one time, of the ownership or controlling interest in the system or 50% cumulatively over the term of the franchise of the interest to a corporation, partnership, limited partnership, trust or association or person or group of persons acting in concert. The county shall exercise its power to approve a transfer of ownership or control in a manner consistent with Section 617 of the Communications Act, 47 USC 537.
(C) Every transfer, sale, lease, assignment or disposition of, including, but not limited to by force or voluntary sale, merger, consolidation, receivership or other means or acquisition of control of the grantee shall make the franchise subject to cancellation unless and until the county shall have consented thereto, which consent will not be unreasonably withheld. For the purpose of determining whether it shall consent to the transfer, sale, lease, assignment or disposition of, including, but not limited to by force or voluntary sale, merger, consolidation, receivership or other means or acquisition of control of the grantee the county may inquire into the legal, financial and technical qualifications of the prospective controlling party, and the grantee shall assist the county in any inquiry. Failure to provide all information reasonably requested by the county as part of the inquiry may be grounds for denial of the proposed transfer, sale, lease, assignment or disposition of, including, but not limited to by force or voluntary sale, merger, consolidation, receivership or other means or acquisition of control of the grantee. If the county finds that the transfer, after considering the legal, financial and technical, qualifications of the applicant, is satisfactory, the county will transfer and assign the rights and obligations of the franchise as in the public interest. The consent of the county to the transfer shall not be unreasonably withheld.
(D) The county agrees that any financial institution or other secured creditor having a pledge of the franchise or its assets for the advancement of money for the construction and/or operation of the system shall have the right to notify the county that it or its designee satisfactory to the county will take control and operate the system. Further, the financial institution shall also submit a plan for the operation that will insure continued service and compliance with all franchise obligations during the term the financial institution exercises control over the system. The financial institution shall not exercise control over the system for a period exceeding one year, unless extended by the county at its discretion and during the period of time it shall have the right to petition for transfer of the franchise to another grantee.
(E) The consent or approval of the county to any transfer of the grantee shall not constitute a waiver or release of the rights of the county in and to the streets, rights-of-way or areas appurtenant thereto, and any transfer shall, by its terms, be expressly subject to the terms and conditions of this chapter and the franchise.
(F) In the absence of extraordinary circumstances, the county will not approve any transfer or assignment of the franchise prior to completion of construction of the proposed initial system.
(G) Any approval by the county of transfer shall be contingent upon the prospective controlling party becoming a signatory to the franchise.
(H) Notwithstanding anything to the contrary no such consent shall be required for any transfer to any person controlling, controlled by or under the same common control of the grantee so long as the grantee continues to guarantee the performance, under the terms of the chapter and the franchise agreement of the transferee.
(Ord. passed 10-19-98)