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A. Consent Of City Required: Unless specifically provided in the franchise agreement, a franchise or video service system shall not be sold, assigned, leased, subleased, mortgaged, transferred or conveyed in any manner whatsoever, either in whole or in part, voluntarily or involuntarily, nor shall any right, title or interest therein, either legal or equitable, pass to or vest in any person or entity other than the person or entity named as the grantee in the franchise agreement without the prior written consent of the city, obtained in accordance with the provisions of this section. Any attempt by the grantee to sell, assign, transfer or convey any interest in the franchise without obtaining the prior written consent of the city shall constitute a default in the franchise agreement.
B. Changes Of Control Included: A "sale", "transfer" or "conveyance" of the franchise shall include any acquisition of the controlling interest of grantee, whether through purchase of stock, merger, consolidation or any other change of control. Without limiting the foregoing, a rebuttable presumption that a transfer of control has occurred shall arise upon the acquisition or accumulation by any person or group of persons of twenty percent (20%) of the voting interest or management control of the grantee.
C. Considerations Of City: At least one hundred twenty (120) days before a proposed sale, assignment, transfer or conveyance of a grantee's franchise is scheduled to become effective, such grantee shall petition in writing for the city's written consent to the proposed sale, assignment, transfer or conveyance. The city will not unreasonably withhold its consent, but without limitation, it may consider the technical ability, financial capability, legal qualifications and general character qualifications of the purchaser, assignee or transferee, including its experience and service record in other communities. A request for consent to the sale, assignment or transfer hereunder shall be made to the city in writing and the grantee and the proposed purchaser, assignee or transferee must cooperate with the city in its investigation of the transfer. A request for consent may be denied if the grantee or proposed purchaser, assignee or transferee fail to timely provide the city information the city requests in connection with its review of the transfer.
D. Approval Without Response: The city shall be deemed to have approved a proposed sale, transfer or assignment in the event that its response is not communicated in writing to the grantee within one hundred twenty (120) days following receipt of the petition for consent to the proposed sale, transfer or assignment, unless the city and grantee agree to an extension of this period, subject to the following conditions:
1. Transferee shall assume all obligations and liability of the former grantee, known and unknown.
2. An approval without response is not a representation, express or implied, that the grantee is in compliance with the franchise.
3. A sale, assignment or transfer shall not relieve the former grantee of its liabilities under this chapter until the sale, assignment or transfer actually takes place unless otherwise specifically relieved by the city.
E. Assignment For Creditors: Notwithstanding any other provision of this chapter or a franchise agreement:
1. A video services franchise shall automatically terminate by force of law one hundred twenty (120) calendar days after an assignment for the benefit of creditors or the appointment of a receiver or trustee to take over the business of the grantee, whether in a receivership, reorganization, bankruptcy assignment for the benefit of creditors, or other action or proceeding.
2. However, the franchise may be reinstated if, within the one hundred twenty (120) day period:
a. The assignment, receivership or trusteeship is vacated; or
b. The assignee, receiver, or trustee has fully complied with the terms and conditions of this chapter and the video services franchise and has executed an agreement, approved by a court having jurisdiction, assuming and agreeing to be bound by the terms and conditions of the video services franchise and this chapter.
F. Foreclosure Or Judicial Sale: Notwithstanding any other provision of this chapter:
1. In the event of foreclosure or other judicial sale of any of the grantee's video system or associated property, the city may revoke the video services franchise at a public hearing before the city council, by serving notice upon the grantee and the successful bidder at the sale.
2. The video services franchise shall terminate thirty (30) calendar days after serving such notice, unless:
a. The city approves the transfer of the video services franchise to the successful bidder; and
b. The successful bidder agrees with the city to assume and be bound by the terms and conditions of the video services franchise and applicable law.
G. Transfer Limitation: The provisions of this section are not in lieu of transfer approvals that may be required, including approvals required under title 7, chapters 10 and 11 of this code. (Ord. 2009-08, 7-16-2009)