(A) Purchase by grantor. Upon termination of franchise term or revocation of franchise, the grantor may, in accordance with and to the extent permitted by 47 U.S.C. § 547, upon the payment of a fair valuation, purchase, condemn, acquire, take over and hold the property and plant of a grantee, in whole or in part, on the following conditions.
(1) Upon revocation of a franchise, a fair valuation shall be an equitable value that shall not include any sum attributable to the value of the franchise itself, and plant and property shall be valued according to its book value at the time of revocation, or the system’s initial cost less depreciation and salvage.
(2) At the expiration of a franchise agreement and following a denial of renewal of the franchise agreement, a fair valuation shall be the fair market value of the plant and property, exclusive of the value attributed to the franchise itself.
(3) In the event a grantor shall acquire a franchise pursuant to the provisions of this chapter or a franchise agreement, and commence operation of the system, the grantor shall reimburse the grantee for the fair market value of the system.
(B) Sale or transfer.
(1) No grantee shall sell, transfer, lease, assign, sublet or dispose of, in whole or in part, an interest in or control of a franchise or cable system or any of the rights or privileges granted by a franchise agreement, without the prior consent of the grantor, which consent shall not be unreasonably denied or delayed and may be denied only upon a good faith finding by the grantor that the proposed transferee lacks the legal, technical or financial qualifications to consummate the transaction and operate the system so as to perform its obligations under this chapter and the applicable franchise agreement. This section shall not apply to sales of property or equipment in the normal course of business. Consent from the grantor shall not be required for a transfer in trust, mortgage or other instrument of hypothecation, in whole or in part, to secure indebtedness, or for a transfer to a corporation, partnership or other entity controlling, controlled by or under common control with a grantee.
(2) The following additional events shall be deemed to be a sale, assignment or other transfer of an interest in or control of a grantee or its franchise or cable system requiring compliance with this section:
(a) The sale, assignment or other transfer of all or a majority of a grantee’s assets;
(b) The sale, assignment or other transfer of capital stock or partnership, membership or other equity interests in a grantee by one or more of its existing shareholders, partners, members or other equity owners so as to create a new controlling interest in a grantee;
(c) The issuance of additional capital stock or partnership, membership or other equity interest by a grantee so as to create a new controlling interest in a grantee; and
(d) A grantee’s agreement to transfer management or operation of the grantee or the system.
(3) The term “controlling interest”, as used herein, is not limited to major stockholders, but includes actual working control in whatever manner exercised.
(4) In the case of any sale or transfer of ownership of an interest in or control of a grantee or its franchise or cable system, the county shall have 120 days to act upon any request for approval of such sale or transfer that contains or is accompanied by such information as is required in accordance with FCC regulations and the requirements of this chapter and the applicable franchise agreement, including information related to the legal, technical and financial qualifications, and the proposed transferee’s ability to operate the system in accord with this chapter and the franchise agreement. Failure to provide all information reasonably requested by the county as part of its review may be grounds for a denial of the proposed transfer. If the county fails to render a final decision on the request within 120 days after receipt by the county of all required information, such request shall be deemed granted unless the grantee and the county agree to an extension of the 120-day period.
(5) The consent or approval of the county to any transfer of the grantee shall not constitute a waiver or release of the rights of the county in and to the public rights-of-way, and any transfer shall, by its terms, be expressly subject to the terms and conditions of this chapter and the franchise agreement.
(6) In the absence of extraordinary circumstances, the county will not approve any transfer or assignment of the franchise prior to completion of construction of the proposed initial system.
(7) Any approval by the county of a transfer shall be contingent upon the prospective new grantee becoming a signatory to the franchise agreement.
(Ord. passed 12-19-2005)