(A) Right to purchase.
(1) In the event the county revokes the franchise or the renewal is denied pursuant to provisions of this chapter, or at the normal expiration of the franchise term, and the grantee shall be willing to sell the system, the county shall have the right, directly or as an intermediary, to purchase the cable communications system.
(2) The purchase price shall be based upon the value of the system determined pursuant to this section. In no event shall the county, when acting as an intermediary or effecting the transfer or ownership of the system to another person, be paid any consideration by any party for such activities.
(3) The date of valuation shall be no earlier than the day following the date the franchise is not renewed or extended or revoked and no later than the date the county makes an appropriate offer for the system.
(4) The value of the cable system shall be determined by a qualified appraiser appointed by the county and in accordance with the Cable Act. The appraiser shall determine the worth of the assets as follows:
(a) If a franchise held by the grantee is revoked for cause and the county acquires ownership of the system or effects a transfer of ownership of the system to another person, any such acquisition shall be at an equitable price; or
(b) If a renewal of a franchise held by the grantee is denied and the county acquires ownership of the system or effects a transfer of ownership of the system to another person, any such acquisition or transfer shall be at fair market value.
(5) Upon receipt of reasonable notice of the county's intent to purchase the system at the value established above, the grantee shall have 30 days within which to accept that valuation as the purchase price of the system. In the event that purchase price is not acceptable, the parties shall have 120 days in which to negotiate an acceptable purchase price.
(6) Upon exercise of this option and the payment of the agreed upon sum by the county and its service of reasonable notice of such action upon the grantee, the grantee shall immediately transfer to the county possession and title to all facilities and property, real and personal, of the cable communications system, free from any and all liens and encumbrances not agreed to be assumed by the county in lieu of some portion of the purchase price set forth above; and the grantee shall execute such warranty, deeds or other instruments of conveyance to the county as shall be necessary for this purpose.
(7) In the event the county and the grantee are unable to agree upon the value of the cable communications system within the time limits set forth above, either party may require by reasonable notice to the other that the value of the cable communications system be submitted to arbitration in the following manner:
(a) The county and the grantee shall each, within 15 days after such notice, select an arbitrator who shall be a disinterested person with reasonable knowledge and experience relative to the subject to be arbitrated. The two arbitrators thus selected shall immediately thereafter select a third arbitrator who shall likewise be a disinterested person having reasonable knowledge and experience relative to the subject to be arbitrated.
(b) Within 30 days after appointment of all arbitrators and upon 10 days’ written notice to the parties, the panel of arbitrators shall commence a hearing on the issue of valuation and shall receive all relevant information from the parties. The value of the system as determined by the arbitration panel shall be in accordance with subsection (A)(4) above.
(c) The hearing shall be recorded and may be transcribed at the request of either party. All hearing proceedings, debate and deliberations shall be open to the public and at such times and places as contained in the notice or as thereafter publicly stated, except that, at the request of either of the parties, debate and deliberations may be held in closed session.
(d) Within 30 days after the close of the hearing, the panel of arbitrators shall prepare findings and a decision agreed upon by a majority of the panel, which shall be filed with the county and served by mail immediately upon the grantee. Should there be no majority decision, the proceedings shall be started anew, unless the parties extend by mutual agreement the time in which the panel of arbitrators may make a decision.
(e) Either party may seek judicial relief in the following circumstances:
1. A party fails to select an arbitrator;
2. The arbitrators fail to select a third arbitrator;
3. One or more arbitrators is unqualified in either party's opinion;
4. Designated time limits have been exceeded;
5. The decision was procured by corruption, fraud or undue means;
6. There was evident partiality on the part of the independent arbitrator who represents neither the grantee nor the county;
7. The arbitration panel exceeded the authority granted hereunder; and/or
8. Based upon the record, the panel abused its discretion.
(f) In the event a court of competent jurisdiction determines that judicial relief is appropriate to the circumstances set forth above, the court in its discretion may order the arbitration procedure repeated and issue findings, orders and directions.
(g) The expenses of the arbitrators selected by each party shall be borne by that party, and the expenses of the third arbitrator and those expenses incurred by the panel as a whole shall be borne equally by the parties.
(h) Upon receipt of the decision of the arbitration panel, the county shall have 30 days in which to notify the grantee of its intent to exercise its option to purchase the system. The purchase price shall be the value of the system as determined by the arbitration panel in accordance with subsection (A)(4) above.
(8) At any time prior to the actual transfer to the county of possession and title of the system hereunder, the grantee may operate the system, using its good-faith judgment in all matters, and be compensated therefor in an amount appropriate to be paid to an independent party providing the same management services, including the costs of programming services. Revenues collected by the grantee during such a period shall be considered revenues of the county or other person to whom the county intends to transfer ownership.
(B) Right to inspect.
(1) The county shall have the right, at its expense, to inspect all construction or installation work performed subject to the provisions of the franchise and to make such tests as it shall find necessary to ensure compliance with the terms of this chapter, the franchise agreement, and other pertinent provisions of the law.
(2) The county shall provide notice five business days in advance of conducting inspections pursuant to this subsection.
(C) Right to intervene. The county shall have the right of intervention at its sole expense in any suit or proceeding to which the grantee is a party and in which the county and/or the cable subscribers of the grantee have interests that are or may be directly affected.
(Ord. 3502, passed 10-7-02)