(a) Prior approval of the City shall be required where ownership or control of more than twenty-five percent of the right of control of a grantee is acquired by a person or group of persons acting in concert, none of whom already owns or controls twenty-five percent or more of the right of control, singularly or collectively, of the grantee.
(b) No franchise or portion of a franchise may be sold, transferred or assigned, nor may more than twenty-five percent of the right of control of a grantee be transferred, to a person or group of persons acting in concert, none of whom already owns or controls twenty-five percent or more of the right of control, singularly or collectively, until such sale, transfer or assignment of a franchise or transfer of a right of control shall first have been offered to the City. Such offer shall be made at a price not greater than, and on terms equivalent to, that made to the offer or by a bona fide bidder for such franchise or right of control. The City maintains the right to have any such franchise, part or portion, or the right of control sought to be transferred, appraised to determine said equivalency. The City shall accept or reject the offer within ninety days. This subsection shall not be deemed to restrict a transfer by bequest or descent of stock of the grantee, nor shall this subsection restrict the franchise from being assigned for security for loans.
(c) A rebuttable presumption that a transfer of control has occurred shall arise upon the acquisition or accumulation by any person or group of persons acting in concert of twenty-five percent of a grantee.
(d) A grantee shall not transfer, sell or assign any portion of its interest in the franchise or in its CATV system without prior approval of the City, such approval not to be unreasonably withheld. The grantee shall have the responsibility:
(1) To show to the satisfaction of the City whether the proposed purchaser, transferee or assignee (the proposed transferee), which, in the case of a corporation, shall include all officers, directors and persons having a legal or equitable interest in five percent or more of its voting stock, or any of the proposed transferee's principals:
A. Has ever been convicted of or held liable for acts involving moral turpitude (including, but not limited to fraud, misrepresentation to any Federal or State agency, or the violation of any securities law), or is presently under an indictment, investigation or complaint charging such acts;
B. Has ever had a judgment in an action for fraud, deceit or misrepresentation entered against it, her, him or them by any court of competent jurisdiction;
C. Has pending any legal claim, lawsuit or unusual administrative proceeding arising out of or involving a CATV system.
(2) To establish to the reasonable satisfaction of the City the financial solvency of the proposed transferee by submitting all current financial data for the proposed transferee and such other data as the City may request.
(3) To establish to the reasonable satisfaction of the City that the financial standing of the proposed transferee is such that the proposed transferee shall be able to maintain and operate the cable system for the remaining term of the franchise.
(e) Any proposed transferee shall execute an agreement, in a form and containing conditions approved by the City, that it will assume and be bound by all of the provisions, terms and conditions of the franchise and all applicable Federal, State and local laws, and, further, that the transferee shall be liable and obligated under said documents.
(f) Nothing in any approval by the City of an authorization of any transfer or assignment of any ownership interest shall be construed to waive or release any rights of the City in and to the streets, public ways and public places of the City, or as a release of any of the City's police powers, or as an exercise of eminent domain. Notwithstanding the above, neither the City nor the grantee shall use any request for transfer or transfer of control procedure or process to renegotiate the terms and conditions of the franchise.
(g) The occurrence of any event which constitutes either an act of bankruptcy by the grantee, as defined in the Federal Bankruptcy Act, or placement of the grantee into receivership; or the issuance of any order to the grantee or any of its stockholders by a government agency or court of competent jurisdiction to divest any interest relating to the CATV system; or the entry of any judgment against the grantee which, in the opinion of the City, impairs the grantee's credit; or the grantee's failure to meet its financial obligations on a continuing basis, shall be deemed an unauthorized transfer and assignment under the provisions of this subsection and shall:
(1) Be deemed a material breach and default of the franchise; and
(2) Subject the grantee to all penalties and remedies prescribed in the franchise and to all other remedies, legal and equitable, which are available to the City.
(h) The occurrence of an unauthorized transfer or assignment may, at the option of the City, terminate the franchise and accelerate all of the obligations and rights thereunder, including, but not limited to, the right of the City to purchase the cable system. The grantee shall notify the City of any occurrence which constitutes an unauthorized transfer and of the entry of any judgment against it within twenty-four hours of knowledge of such occurrence. From and after any of the occurrences enumerated, the grantee shall not make, execute or enter into any deed, deed of trust, mortgage, contract, conditional sales contract loan, lease, pledge, sale, pole agreement or any other agreement or hypothecation concerning any of the facilities or property, real or personal, of the CATV system, without the written approval of the City, such approval not to be unreasonably withheld.
(Ord. 615. Passed 9-5-95.)