(A) A license shall not be sold, assigned or transferred, either in whole or in part, or leased, sublet, or mortgaged in any manner, nor shall title thereto, either legal or equitable, or any right, interest or property therein, pass to or vest in any person, without prior written consent of the town, which consent shall not be unreasonably withheld.
(B) The transfer of an existing license to an affiliate of licensee does not require prior approval of the town so long as (a) licensee provided written notice to town at least 30 days prior to the transfer and has provided information sufficient for town to determine that the transfer is as described in (b) or (c) of this section and the proposed transfer will not cause any increased risks of nonperformance of the license or any loss to the town of its bargained for consideration in the license; (b) the transfer is to an entity controlling, controlled by, or under common control with licensee; or (c) a transfer is in trust, by mortgage, by other hypothecation, or by assignment of any rights, title, or interest of licensee in the license or cable system in order to secure indebtedness. If town objects to the transfer, it shall notify licensee in writing within 20 days of receipt of the written notice, in which case the transfer of control shall be stayed until town confirms in its discretion that it is as described in (b) or (c) above; otherwise, a transfer of control shall be deemed to occur when the legal or practical ability to exert actual working control over the affairs of the licensee transfers to a person other than the licensee, either directly or indirectly, whether by contractual agreement, majority ownership interest, any lesser ownership interest or in any other manner. Consent of the town shall not be required for a transfer in trust, mortgage, or other hypothecation in whole or in part to secure an indebtedness. The transferee must assume all obligations of the license and provide new insurance and performance bonds.
(C) Except for a transfer to an affiliate of licensee, no change, transfer, or acquisition of control of the licensee shall occur without prior written consent of the town, which consent shall not be unreasonably withheld. The licensee shall promptly notify the town of any actual or proposed change in, or transfer to, or acquisition by any other party of, control of the licensee. The word "control" as used herein is not limited to major stockholders but includes actual working control in whatever manner exercised.
(D) A rebuttable presumption that transfer of control has occurred shall arise upon the acquisition or accumulation by any person or affiliated group (other than an affiliate of licensee) of more than 25% of the voting interest of the licensee or of the person exercising management authority over the licensee.
(E) Except in the case of an assignment of the license to an affiliate of licensee, upon written notification by the licensee to the town of a proposed assignment of the license, or transfer of control or ownership of the licensee company, the manager shall issue his written notice fixing and setting forth the day, hour and place certain when and where any persons having any interest therein may appear and be heard. The Clerk shall cause such notice to be published in a newspaper of general circulation within the town. The Clerk also shall cause a copy of such notice to be mailed to the licensee at least 10 days prior to the date specified for the hearing. At the time set for such hearing, or at any adjournment thereof, the manager shall proceed to hear the matter. Following the close of such hearing, the manager shall prepare and file with the Council his report of the hearing, his findings, and an opinion containing his recommendations and the reasons therefor. If, after the expiration of 10 days following receipt of the manager's report and opinion, the Council shall find that the assignment of the license or transfer of control or ownership of the licensee company will not be detrimental or injurious to the best interests and welfare of the subscribers and users, and of the town, then the Council by resolution shall consent to the assignment of the license or transfer of control or ownership of the licensee company. Such resolution shall thereupon become and shall be a part of any license granted under this chapter and affected thereby.
(F) The consent or approval of the Council to any transfer of a license shall not constitute a waiver or release of the rights of the town in and to the streets, and any transfer shall, by its terms, be expressly subordinate to the terms and conditions of the license.
(G) Except in the case of an assignment of the license to an affiliate of licensee, each applicant for a transfer or assignment must furnish with its request a nonrefundable filing fee in the amount of $2,500 payable in cash, certified or cashier's check, wire transfer, or in any other manner acceptable to the manager made payable to the town. No application for a transfer or assignment of license shall be considered without receipt of said fee. The licensee shall be responsible for reimbursing the town's full reasonable costs in excess of the application fee in investigating the qualifications of the transferee under the Cable Act as part of acting on the licensee's request for a transfer or assignment of a license.
(H) The town shall act on any request for approval of a sale or transfer within 120 days of the request if the request contains or is accompanied by the information required by the FCC and this chapter.
(I) In no event shall a transfer of ownership be approved without the successor-in-interest becoming a signatory to the license.
(J) As long as a grant, rent or lease does not amount to a transfer as defined in this section and is made in the ordinary course of business with prior notice to the town, a licensee in the normal course of providing cable services may grant, rent, or lease use of its cable system to other persons. Any such use shall be restricted to and consistent with (1) such uses as the licensee is authorized in this chapter and the license, (2) other telecommunications services which have received a license from town, or (3) other telecommunications services for which no license is required by the town. Any such use shall be in compliance with applicable federal and state law. Any such grants, lease or rent by the licensee shall not, however, thereby relieve its use of the streets and public ways, and any such grant, rent or lease shall require that such other person comply with the appropriate provisions of this chapter and the license as such use warrants. The grant, lease or rent shall expressly provide for the authority of the town under applicable law to regulate the use provided by the grant, lease or rent (including but not limited to the authority to protect the public welfare, safety and health) and to enforce compliance with any applicable standards established by this chapter or the license. be a privilege which is personal to the original grantee. It shall not be sold, transferred, leased, assigned or disposed of, in whole or in part, either by sale, merger, consolidation or otherwise, without prior consent of the Council expressed by resolution, and then only under such conditions as may therein be prescribed.
(Ord. 16-825, passed 9-13-2016)