The procedures for transfers and assignments of the license agreement will conform to the requirements as set forth in federal law and applicable FCC regulations and will include the following requirements:
(1) The licensee shall not sell, transfer, assign, exchange or release, or permit the sale, transfer, assignment, exchange or release of more than five (5) percent of the ownership of the system or rights in the license agreement to a person (hereinafter "proposed transferee"), without the prior written authorization of the mayor and council. For purposes of this section, a merger or consolidation shall be deemed a transfer or assignment. Any transaction in which actual working control of a licensee or its system, in whatever manner exercised, is transferred, shall be deemed a transfer. The mayor and council specifically reserve the right to deny, restrict or condition authorization to transfer upon the criteria stated in this section and any other lawful criteria the mayor and council determine to be necessary in the public interest.
(2) The licensee shall provide the following information to the city:
(a) All information and forms required under federal law or the equivalent of such forms if no longer required by federal law;
(b) Any contracts or other documents that constitute the proposed transaction and all documents, schedules, exhibits, or the like referred to therein;
(c) Any shareholder reports or filings with the Securities and Exchange Commission that discuss the transaction;
(d) Complete information regarding any potential impact of the transfer on subscriber rates and service and system debt; and
(e) A brief summary of the proposed transferee's plans for at least the next five (5) years regarding line extension, plant and equipment upgrades, channel capacity, expansion or elimination of services, and any other changes affecting or enhancing the performance of the cable system.
(3) Once the required information has been provided, the transfer application shall be subject to review by the city and any approval shall be subject to the city's determination that:
(a) The proposed transferee has the qualifications to construct, operate and repair the system proposed in conformity with applicable law;
(b) The proposed transferee will accept the conditions established by the city on the transfer; and the proposed transferee will enter into a license and comply with any conditions precedent to its effectiveness. This section does not authorize the city to exercise authority it does not otherwise have under applicable law.
(4) Any approval will also be subject to a determination by the city that:
(a) There will be no adverse effect on subscribers, the public, or the city's interest in the license;
(b) Transferee will agree to be bound by all the conditions of the license and to assume all the obligations of its predecessor;
(c) Any outstanding compliance and compensation issues will be resolved or preserved to the satisfaction of the city; and
(d) The proposed transferee and the current licensee have provided all required information so that the city may act on the application.
(5) Any proposed transferee shall execute an agreement, in such form as acceptable to the city attorney, that it will assume and be bound by all of the provisions, terms and conditions of this chapter, the license agreement and any other conditions the mayor and council may have established in granting authorization as contemplated by subsections (1) through (4).
(6) No transfer under paragraph (1) of this section shall be permitted within fifteen (15) months prior to the expiration date of the license agreement.
(7) The occurrence of an unauthorized transfer or assignment may, at the option of the city, provide the mayor and council with cause to immediately terminate the license agreement and accelerate all of the obligations and rights as provided in section 7A-24.
(8) From and after any occurrence constituting an unauthorized transfer or assignment, the putative transferee shall not make, execute or enter into any deed, deed of trust, mortgage, contract, conditional sales contract or any loan, lease, pledge, security agreement, sale, pole agreement or any other agreement or hypothecation concerning any system facilities or property, whether real or personal, without the written approval of the mayor and council.
(9) Nothing in this section shall be deemed to prohibit the use of the licensee's property as collateral for security in regard to construction financing. However, any such financing arrangements shall be subject to all provisions of this chapter and the license agreement. In no case may any person, including the institution holding the system as collateral, succeed to the ownership or control of the system or the license without the prior approval of the city.
(10) Nothing in this section shall be read to prohibit licensee from providing information subject to the protections for proprietary information under this chapter or a license agreement.
(Ord. No. 8937, § 2, 9-2-97)