(a) Removal After Revocation or Termination.
(1) At the termination of the Franchise, or upon its revocation or the denial of renewal, as provided for, the Village shall have the right to require an Operator to remove, at its expense, all or any portion of the Cable System from all Streets and Public Property within the Village. In so removing the Cable System, the Operator shall refill and compact at its own expense any excavation that shall be made and shall leave all Streets, Public Property and private property in as good a condition as that prevailing prior to the Operator’s removal of the Cable System, and without substantially affecting, altering or disturbing in any way electric, telephone or utility, cables wires or attachments. The Village, or its delegate, shall have the right to inspect and approve the condition of such Streets and Public Property after removal. The Performance Bond, insurance, indemnity and penalty provision required by this Chapter and/or the Operator’s Franchise shall remain in full force and effect during the entire term of removal. The insurance and indemnity provisions of this Chapter shall survive any termination or revocation.
(2) If the Operator has failed to substantially commence removal of the Cable System, or such part thereof as was designated within thirty (30) days after written notice of the Village’s demand for removal is given, or if the Operator has failed to complete such removal within one (1) year after written notice of the Village’s demand for removal is given, the Village shall have the right to exercise one of the following options:
A. Declare all right, title and interest to the Cable System to be in the Village or its delegate with all rights of ownership including, but not limited to, the right to operate the Cable System or transfer the Cable System to another Person for operation by it; or
B. Declare the Cable System abandoned and cause the Cable System, or such part thereof as the Village shall designate, to be removed at no cost to the Village. The cost of said removal shall be recoverable (at the Village’s discretion) from the Performance Bond, from the Operator directly, or any combination thereof.
(b) Sale, Assignment or Transfer of Franchise.
(1) The Franchise shall not be sold, assigned or otherwise transferred, either in whole or in part and whether directly or indirectly, or leased or sublet 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 (a “Franchise Transfer”) without full compliance with the procedure set forth in this Section.
(2) Franchise Transfer includes the following:
A. The sale, assignment or other transfer of all or a majority of the Operator’s assets or the assets of any entity that is a parent of the Operator (the Operator and its parents collectively referred to as the “Operators” and each an “Operator” for purposes of this Section 955.14(b));
B. The merger, consolidation, reorganization or other restructuring of an Operator with or into any other Person so as to transfer a controlling interest to such other Person;
C. The sale, assignment or other transfer of capital stock or partnership, membership, or other equity interests in an Operator by one or more of its existing shareholders, partners, members or other equity owners so as to transfer controlling interest in that Operator;
D. The issuance of additional capital stock or partnership, membership or other equity interest by an Operator so as to create a new controlling interest in that Operator; and
E. Any other transaction or restructuring of stock, assets or otherwise that has the effect of changing the ultimate voting control or effective control of the Operator.
The term “controlling interest” as used herein is not limited to majority equity ownership of an Operator, but also includes actual working control over the Operator or the Cable System in whatever manner exercised. Notwithstanding the foregoing, no consent shall be required for any transfer of the Franchise or any interest in an Operator to any other entity controlling, controlled by or under common control with the Operator; provided that the transferee certifies to the Village at the time of such transfer that the transferee (1) is duly authorized to do business in Ohio, (2) shall assume the obligations and liabilities of the transferor with respect to the Franchise and (3) has the financial ability to provide the services, facilities and equipment as required by the Franchise and this Chapter.
(3) The parties to a Franchise Transfer (the Operator and the transferee) shall make a written request to the Village for its approval of the Franchise Transfer. Such a written request shall contain a description of all of the material terms and conditions of the Franchise Transfer.
(4) Upon receiving such a written request, and in addition to the information supplied by the Village on FCC Form 394 (and any other information which may be required by the FCC), the Village shall have the right to require the Operator, the transferee and any other party or parties to the transaction to promptly supply the Village with any and all information concerning the transaction and the parties thereto as the Village may reasonably request in order to determine the legal, financial and technical qualifications of the transferee.
(5) The Village shall have one hundred twenty (120) days from the date of receipt of the written request for a Franchise Transfer and the submission of the completed FCC Form 394, together with all exhibits, and any additional information required by the terms of this Chapter and/or the Operator’s Franchise Agreement or applicable state or federal law to act upon such request for a Franchise Transfer.
(6) If the Village questions the accuracy of the information provided under paragraph (5) above, it must notify the Operator within thirty (30) days of the filing of such information, or such information shall be deemed accepted, unless the Operator has failed to provide any additional information reasonably requested by the Village within ten (10) days of such request.
(7) If the Village fails to act upon such Franchise Transfer request within one hundred twenty (120) days, such request shall be deemed granted unless the Village and the Operator otherwise agree to an extension of time.
(8) In reviewing a request for approval of a Franchise Transfer, the Village may inquire into the legal, technical and financial qualifications of the prospective purchaser, assignee, transferee or other controlling party (including, without limitation, the proposed transferee's financial strength and capabilities in comparison to the Operator), and the Operator shall assist the Village in so inquiring. The Village may condition its approval of any Franchise Transfer upon such terms and conditions as it deems reasonably appropriate including, but not limited to, reimbursing the Village for the expenses which it incurs in considering and/or approving the request; provided, however, the Village shall not unreasonably withhold its approval. In no event shall a Franchise Transfer subject to this Section be approved by the Village without the purchaser, assignee, transferee or other controlling party agreeing in writing to be subject to and bound by the Operator’s Franchise Agreement.
(c) Purchase By Village Upon Expiration, Termination or Revocation.
(1) At the expiration of the Franchise, the Village may, in lawful manner and upon the payment of fair market value, determined on the basis of the Cable System as valued as a going concern exclusive of any value attributable to the Franchise itself, lawfully obtain, purchase, condemn, acquire, take over and hold the Cable System.
(2) Upon termination or revocation of the Franchise, the Village may in lawful manner obtain, purchase, condemn, acquire, take over and hold the Cable System.
(Ord. 2001-109. Passed 11-13-01.)