§ 25.20. Transfer of Franchise.

A.

A Franchise granted under this ordinance shall be a privilege to be held in personal trust by the Grantee. It shall not be assigned, transferred, sold or disposed of, in whole or in part, by voluntary sale, sale and lease back, merger, consolidation, or otherwise or by forced or involuntary sale, without prior consent of City Council, and then on only such conditions as may be therein reasonably prescribed. Any sale, transfer or assignment not made according to the procedures set forth in this ordinance shall render the franchise voidable. The sale, transfer, or assignment in bulk of the major part of the tangible assets of the Grantee shall be considered an assignment and shall be subject to the provisions of the section. Such prior consent of City Council shall not be required, however, for any assignment, transfer or sale to a parent corporation of the Grantee or a majority owned affiliate or subsidiary of the Grantee, provided that such parent, affiliate or subsidiary pays all outstanding local communications services taxes or franchise fees, to the extent the City is permitted by law to impose franchise fees, and such other amounts due the City by the Grantee, agrees in writing to assume all other liabilities and obligations of the Grantee, and agrees in writing to be fully bound by the terms and conditions of this ordinance and the Franchise Agreement.

B.

The City shall have 120 days to act upon any request from the Grantee for consent of a sale, transfer or assignment of the System. Any such request must be accompanied by the necessary FCC forms and information from the proposed transferee consistent with that of an original applicant under Section 25.5. The 120 days shall run from the date the City receives a request for consent containing the proper FCC forms and other information required in accordance with this Section, the FCC regulations or the Franchise Agreement. If the City fails to render a final decision on the request within that 120 day period, such request shall be deemed granted unless the Grantee and the City agree to an extension of time.

C.

Any sale, transfer or assignment authorized by the City shall be made by a bill of sale or similar document, an executed copy of which shall be filed with the City within thirty (30) days after any such sale, transfer or assignment. The City shall not withhold its consent unreasonably; provided, however, the proposed assignee or new owner agrees to comply with the Cable Act and all the provisions of this ordinance and the Franchise Agreement, including amendments thereto, and must be able to provide proof of legal, technical and financial qualifications and ability to operate and maintain the System, as determined by the City.

D.

No such consent shall be required for a transfer in trust, mortgage, or other instrument of hypothecation, in whole or in part, to secure an indebtedness except when such hypothecation shall exceed seventy-five percent (75%) of the Fair Market Value of the property used by the Grantee in the operation of its Cable Television System. Prior consent of the City shall be required for such transfer and said consent shall not be withheld unreasonably.

E.

Prior approval of the City shall be required where ownership or control of ten percent (10%) or more of the right of control of the Grantee is acquired during the term of the Franchise in any transaction or series of transactions by a Person or group of Persons acting in concert, none of whom owned or controlled ten percent (10%) or more of such right of control, singularly or collectively on the effective date of the Franchise. By its acceptance of the Franchise, the Grantee specifically grants and agrees that any such acquisition occurring without prior approval of the City shall render the Franchise void.

F.

The consent of the City to any sale, transfer, lease, trust, mortgage, or other instrument of hypothecation shall not constitute a waiver or release of any of the rights of the City under this ordinance and the Franchise Agreement.

G.

In the event of any acquisition, transfer or abandonment of the System, the Grantee shall promptly supply the City with all records necessary to reflect the change in ownership and for the continued operation and maintenance of the System.

(Ord. of 1-7-1985, Doc. #19125; Ord. of 9-23-1996, Doc. #29666; Ord. of 8-13-2001, § 4.5, Doc. #34000)