A. Grantee shall not sell, transfer, lease, assign or dispose of in whole or in part, either by forced or involuntary sale, or by ordinary sale, contract, consolidation or otherwise, the franchise or any of the rights or privileges therein granted, without the prior consent of the Council, which consent shall not be unreasonably denied, withheld or delayed; provided, however, that the prior consent of the Council shall not be required for an intra-corporate or intra-company transfer from one wholly-owned subsidiary to another wholly-owned subsidiary. Any attempt to sell, transfer, lease, assign or otherwise dispose of the franchise without the consent of the Council shall be null and void. The granting of a security interest in any grantee assets, or any mortgage or other hypothecation or by assignment of any right, title or interest in the cable system in order to secure indebtedness, shall not be considered a transfer for the purposes of this section.
B. The requirements of subsection (a) shall apply to any change in control of grantee. The word “control” as used herein includes majority, ownership, and actual working control in whatever manner exercised. In the event that grantee is a corporation, prior consent of the Council shall be required where ownership or control of more than twenty percent of the voting stock of the grantee is acquired by a person or group of persons acting in concert, none of whom own or control the voting stock of the grantee as of the effective date of the franchise, singularly or collectively.
C. Grantee shall notify grantor in writing of any foreclosure or any other judicial sale of all or a substantial part of the franchise property of the grantee or upon the termination of any lease or interest covering all or a substantial part of said franchise property. Such notification shall be considered by grantor as notice that a change in control of ownership of
the franchise has taken place and the provisions under this section governing the consent of grantor to such change in control of ownership shall apply.
D. For the purpose of determining whether it shall consent to such change, transfer, or acquisition of control, grantor may inquire into the qualifications of the prospective transferee or controlling party, and grantee shall assist grantor in such inquiry. In seeking grantor's consent to any change of ownership or control, grantee shall have the responsibility of insuring that the grantee and/or the proposed transferee complete an application in accordance with Federal Communications Commission Form 394 or equivalent. Grantor may require grantee to submit such additional information as the grantor may reasonably require to determine that the proposed transferee possesses the legal, technical and financial qualifications, or that grantee is in compliance with all substantive franchise requirements. An application shall be submitted to grantor not less than one hundred twenty days prior to the proposed date of transfer. If the legal, technical and financial qualifications of the applicant are determined by the grantor to be satisfactory, and if-grantor determines that grantee is in compliance with all substantive franchise requirements, the grantor shall consent to the transfer of the franchise. If the grantor has not taken action on the grantee's request for transfer within one hundred twenty days after receiving FCC Form 394 or equivalent, grantor's consent to such transfer shall be deemed given. The consent of the grantor to such transfer shall not be unreasonably denied or delayed. Grantor does not waive any lawful authority it may have to impose conditions on the transfer.
E. Any financial institution having a pledge of the grantee or its assets for the advancement of money for the construction and/or operation of the franchise shall have the right to notify the grantor that it or its designee satisfactory to the grantor shall take control of and operate the cable system, in the event of a grantee default of its financial obligations. Further, said financial institution shall also agree in writing to continue cable service and comply with all franchise requirements during the term the financial institution exercises control over the system.
F. Upon transfer, grantee shall reimburse grantor for grantor's reasonable processing and review expenses in connection with the transfer of the franchise, including without limitation, costs of administrative review, financial, legal and technical evaluation of the proposed transferee, consultants (including technical and legal experts and all costs incurred by such experts); notice and publication costs and document preparation expenses. Any such reimbursement shall not be charged against any franchise fee due to grantor during the term of the franchise. (Ord. 02-101 § 6(part), 2002)