A. A grantee may not sell, transfer, lease, assign, sublet, or dispose of, in whole or in part, by forced or involuntary sale, or by ordinary sale, contract, consolidation, or otherwise, the cable communications system, the franchise or any of the rights or privileges therein granted; nor may a change of control occur without the prior consent of the City Council by resolution and then only upon such terms and conditions as may be prescribed by the City Council, which consent may not be unreasonably denied or delayed. Such transactions are referred to in this Chapter collectively, as "transfers." Transfer without the City's prior written approval will be considered to impair the City's assurance of due performance, and shall be considered a material breach of the franchise.
B. Prior consent is not required for grants of a security interest or mortgage of any assets of the grantee to secure the construction, operation or repair of the cable communications system. However, a mortgage or security interest is not permitted:
1. If it would prevent the grantee or any successor from complying with its franchise and applicable law;
2. If it permits a third party to succeed to the interest of grantee, or to own or control the system, without the City's prior consent; and
3. Unless it is subject and subordinate to the rights of the City under the cable franchise and applicable law.
C. Grantee must notify the City in writing of any foreclosure or judicial sale of all or a substantial part of the grantee's franchise property, or upon the termination of any lease or other interest covering all or a substantial part of that franchise property. That notification will be considered by the City as a notice that a change in control of ownership of the franchise has taken place, and the provisions of this Chapter that required the prior consent of the Council to that change in control of ownership will apply.
D. A sale of a portion of the cable communications system in the ordinary course of business where the portion sold is removed (such as the sale of old electronics) will not be deemed a transfer for the purposes of this subsection.
E. If specifically provided for in the franchise, a cable franchise agreement may except transfers to an affiliate or categories of affiliates of a cable system operator from the requirements of this Section where:
1. The transferor notifies the City of the transfer at least one hundred twenty (120) days before it occurs, describes the nature of the transfer, and submits complete information describing who will have direct and indirect ownership and control of the cable system after the transfer, and submits proof of financial capability;
2. The transferor submits an application for transfer deemed complete by the City, along with payment of all applicable fees;
3. The transferee warrants that it has read, accepts, and agrees to be bound by each and every term of the franchise, the franchise agreement and related amendments, regulations, ordinances, and resolutions then in effect;
4. The transferee agrees to assume all responsibility for all liabilities, acts, and omissions known and unknown of its predecessor grantees for all purposes, including renewal;
5. The transferee agrees that the transfer will not permit it to take any position or exercise any right that could not have been exercised by its predecessor grantees;
6. The transferee warrants that the transfer will not substantially increase the financial burdens upon or substantially diminish the financial resources available to the transferee (the warranty to be based on comparing the burdens upon and resources that will be available to the transferee compared to its predecessors), or otherwise adversely affect the ability of the transferee to perform;
7. Both the transferor and transferee warrant that the transfer shall not in any way adversely affect the City or subscribers (including by increasing rates);
8. The transferor shall notify the City that the transfer is complete within thirty (30) business days of the date the transfer is complete;
9. The transferee agrees that the transfer does not affect any evaluation of its legal, financial, or technical qualifications that may occur under the cable franchise or applicable law after the transfer, and does not directly or indirectly authorize any additional transfers; and
10. Said transfer is approved by the City Council through ordinance or resolution prior to the effective date of the transfer.
F. Any financial institution holding a pledge of the grantee's assets to secure the advance of money for the construction or operation of the franchise property has the right to notify the City that it, or a designee satisfactory to the City, will take control of and operate the cable television system upon grantee's default in its financial obligations. Further, that financial institution must also submit a plan for such operation within ninety (90) days after assuming control. The plan must insure continued service and compliance with all franchise requirements during the period that the financial institution will exercise control over the system. The financial institution may not exercise control over the system for a period exceeding eighteen (18) months unless specifically authorized by the City, in its sole discretion and during that period of time it will have the right to petition the City to transfer the franchise to another grantee.
G. Any change of control or other transfer of ownership by the grantee without prior written City approval shall constitute a material breach of the franchise.
H. Approval by the City of a transfer of a franchise does not constitute a waiver or release of any of the rights of the City, whether arising before or after the date of the transfer.
(Ord. No. 2001-014 § 2)