(A) Right of town to purchase the system.
(1) In the event the town revokes the franchise pursuant to provisions of this chapter, or at the normal expiration of the franchise term, the town shall have the right, directly or as an intermediary, to purchase the cable communications system. The purchase price shall be based upon the value of the system determined pursuant to this section. In no event shall the town, when acting as an intermediary or effecting the transfer of ownership of the system to another person, be paid any consideration by any party for the activities.
(2) The date of valuation shall be no earlier than the day following the date of expiration or revocation and no later than the date the town makes an appropriate offer for the system.
(3) The value of the cable system shall be determined by a qualified appraiser appointed by the town and in accordance with the Cable Act. The appraiser shall determine the worth of the assets as follows:
(a) If a franchise held by the grantee is revoked for cause and the town acquires ownership of the system or effects a transfer of ownership of the system to another person, any such acquisition shall be at an equitable price; or
(b) If a renewal of a franchise held by the grantee is denied and the town acquires ownership of the system or effects a transfer of ownership of the system to another person, any such acquisition or transfer shall be at fair market value.
(4) Upon receipt of reasonable notice of the town’s intent to purchase the system at the value established above, the grantee shall have 30 days within which to accept that valuation as the purchase price of the system. In the event that purchase price is not acceptable, the parties shall have 120 days in which to negotiate an acceptable purchase price.
(5) Upon exercise of this option and the payment of the agreed upon sum by the town and its service of reasonable notice of the action upon the grantee, the grantee shall immediately transfer to the town possession and title to all facilities and property, real and personal, of the cable communications system, free from any and all liens and encumbrances not agreed to be assumed by the town in lieu of some portion of the purchase price set forth above; and the grantee shall execute the warranty, deeds, or other instruments of conveyance to the town as shall be necessary for this purpose.
(6) In the event the town and the grantee are unable to agree upon the value of the cable communications system within the time limits set forth above, either party may require by reasonable notice to the other that the value of the cable communications system be submitted to arbitration in the following manner.
(a) The town and the grantee shall each, within 15 days after the notice, select an arbitrator who shall be a disinterested person with reasonable knowledge and experience relative to the subject to be arbitrated. The two arbitrators thus selected shall immediately thereafter select a third arbitrator who shall likewise be a disinterested person having reasonable knowledge and experience relative to the subject to be arbitrated.
(b) Within 30 days after appointment of all arbitrators and upon ten days’ written notice to the parties, the panel of arbitrators shall commence a hearing on the issue of valuation and shall receive all relevant information from the parties. The value of the system as determined by the arbitration panel shall be in accordance with division (A)(3) above.
(c) The hearing shall be recorded and may be transcribed at the request of either party. All hearing proceedings, debate and deliberations shall be open to the public and at the times and places as contained in the notice or as thereafter publicly stated, except that, at the request of either of the parties, debate and deliberations may be held in closed session.
(d) Within 30 days after the close of the hearing, the panel of arbitrators shall prepare findings and a decision agreed upon by a majority of the panel, which shall be filed with the town and served by mail immediately upon the grantee. Should there be no majority decision, the proceedings shall become null and void and shall be started anew, unless the parties extend by mutual agreement the time in which the panel of arbitrators may make a decision.
(e) Either party may seek judicial relief in the following circumstances:
1. A party fails to select an arbitrator;
2. The arbitrators fail to select a third arbitrator;
3. One or more arbitrators is unqualified in either party’s opinion;
4. Designated time limits have been exceeded;
5. The decision was procured by corruption, fraud, or undue means;
6. There was evident partiality on the part of the independent arbitrator who represents neither the grantee nor the town;
7. The arbitration panel exceeded the authority granted hereunder; and/or
8. Based upon the record, the panel abused its discretion.
(f) In the event a court of competent jurisdiction determines that judicial relief is appropriate to the circumstances set forth above, the court in its discretion may order the arbitration procedure repeated and issue findings, orders, and directions.
(g) The expenses of the arbitrators selected by each party shall be borne by that party, and the expenses of the third arbitrator and those expenses incurred by the panel as a whole shall be borne equally by the parties.
(h) Upon receipt of the decision of the arbitration panel, the town shall have 30 days in which to notify the grantee of its intent to exercise its option to purchase the system. The purchase price shall be the value of the system as determined by the arbitration panel in accordance with division (A)(3) above.
(7) At any time prior to the actual transfer to the town of possession and title of the system hereunder, the grantee may operate the system, using its good faith judgment in all matters, and be compensated therefor in an amount appropriate to be paid to an independent party providing the same management services. Revenues collected by the grantee during such a period shall be considered revenues of the town or other person to whom the town intends to transfer ownership.
(B) Right of town to inspect. The town shall have the right, at its expense, to inspect all construction or installation work performed subject to the provisions of the franchise and to make the tests as it shall find necessary to ensure compliance with the terms of this chapter, the franchise agreement, and other pertinent provisions of the law.
(C) Right of town to intervention. The town shall have the right of intervention in any suit or proceeding to which the grantee is party.
(Ord. passed 10-13-1998)