(a) The contract shall not be assigned or transferred, either in whole or in part, or leased. sublet or mortgaged 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 without the prior written consent of Council.
(1) The proposed assignee must show financial responsibility as determined by the Village and must agree to comply with all provisions of the contract.
(2) The Company may, however, transfer or assign the contract to a company which is the beneficial owner of all of the Company stock or to a wholly owned subsidiary of the Company and such subsidiary may transfer or assign the contract back to the Company. However, such transfer may not operate so as to allow either the parent or subsidiary company to evade any financial liability.
(3) The Village shall be deemed to have consented to a proposed transfer or assignment in the event its refusal to consent is not communicated in writing to the Company within ninety days following receipt of written notice of the proposed transfer or assignment.
(b) The Company shall promptly notify the Village of any actual or proposed change, in, or transfer of, or acquisition by any other party of, control of the Company. The word "control" as used herein is not limited to major stockholders, but includes actual working control in whatever manner exercised. 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 ten percent (10%) of the shares of the Company. Every change, transfer or acquisition of control of the Company shall make the contract subject to cancellation unless and until the Village shall have consented thereto. For the purpose of determining whether it shall consent to such change, transfer or acquisition of control, the Village may inquire into all qualifications of the prospective controlling party, and the Company shall assist the Village in any such inquiry. Approval for transfer may be withheld by the Village if transfer would result in a rate increase attributable to the purchase price for the system.
(c) The consent or approval of the Village to any transfer of the Company shall not constitute a waiver or release of the rights of the Village in and to the streets, and any transfer shall by its terms, be expressly subordinate to the terms and conditions of the contract.
(d) In the absence of extraordinary circumstances, the Village will not approve any transfer or assignment of the contract prior to substantial completion of construction of proposed system, except as provided in subsection (a) hereof.
(e) In no event shall a transfer of ownership or control be approved without successor in interest becoming a signatory to the service contract.
(Ord. 12-83. Passed 2-15-83.)