(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 (collectively "transfer"), 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 written consent of the Council shall not be required for an intra-corporate or intra-company transfer from one subsidiary of grantee's ultimate parent company to another subsidiary in which grantee°s ultimate parent company retains at least a 75% interest. 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, or use of the cable system as collateral in order to secure indebtedness, shall not be considered a transfer for the purposes of this section.
(B) The requirements of division (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 25% 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 or ownership of the franchise has taken place and the provisions under this section governing the consent of grantor to such change in control or 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, in accordance with the guidelines set forth herein, 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. An application shall be submitted to grantor not less than 120 days prior to the proposed date of transfer. The transferee shall be required to establish that it possesses the legal, technical and financial qualifications to operate and maintain the system and comply with all franchise requirements for the remainder of the term of the franchise. If the grantee is then in compliance with the requirements of the franchise, and the legal, financial and technical qualifications of the applicant are satisfactory, the grantor shall consent to the transfer of the franchise in accordance with federal regulations. The grantor may impose such reasonable conditions upon the transfer as are within the grantor's legal authority. If the grantor has not taken action on the grantee's request for transfer within 120 days after receiving such request, 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.
(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 ystem.
(F) Any submission of an application for transfer of a franchise shall be accompanied by a nonrefundable franchise processing fee in the amount specified in grantee's franchise agreement. Upon transfer, grantee shall reimburse grantor for grantor's reasonable processing and review expenses in connection with the transfer of the franchise, to the extent such expenses exceed the nonrefundable franchise processing fee, up to the dollar amount specified in grantee's franchise agreement. Any such reimbursement shall not be charged against any franchise fee due to grantor during the term of the franchise.
(Ord. 1048, passed 1-22-02)