§ 71-41. Transfers.

(a)

Applicability of section. The restrictions, requirements and procedures contained in this section apply equally whether the transaction proposed is an assignment of the franchise and license to a separate legal entity or a transfer of control or operation of the grantee resulting from changes in voting interests or the leasing of the cable system. The terms "assignor" and "assignee" and "lessor" and "lessee", respectively, should be used in lieu of "transferor" and "transferee" as used herein if the transaction proposed is an assignment or lease of license or franchise.

(b)

Prior consent required. Any franchise approval and license granted under this chapter shall be a privilege to be held by the grantee for the benefit of the public subject to city, state and federal regulation. The franchise and license cannot under any circumstances be assigned, nor the control thereof transferred as set forth herein, by any means whatsoever, including but not limited to voluntary or involuntary sale, lease, merger, consolidation, foreclosure, receivership or other means without the prior written consent of the city which consent shall not be unreasonably withheld.

(c)

Control.

(1)

The word "control" as used in this section shall not be limited to majority stock ownership, or controlling partners, but includes and is not limited to actual working control in whatever manner exercised. A rebuttable presumption that a transfer of control has occurred or will occur shall arise upon the acquisition by any person or group of persons of ten percent of the issued voting shares of the grantee unless a single and the same person or group of persons holds more than 50 percent of the voting interests both before and after the transfer. A rebuttable presumption that transfer of control has occurred or will occur shall arise when a change in a general partner has occurred or will occur. Any leasing of the cable system, or portion thereof whereby a person or entity other than grantee is primarily responsible for maintaining the system facilities in the streets of the city or providing cable service to residents in the city shall be a presumptive transfer of control. The term "control" as used in this section shall not include:

a.

A pledge, hypothecation or mortgage, or similar instrument transferring conditional ownership of all or part of the grantee's assets within the franchise area to a lender or creditor in the ordinary course of business so long as the lender does not thereby acquire any right to control or materially affect the grantee's operation, and no such transfer of conditional title can be made absolute without prior approval of the city; or

b.

The disposition of facilities or equipment no longer required in the conduct of the business.

(2)

For purposes of this subsection, "group of persons" shall include persons who by agreement, whether oral or written, act in concert for purposes of exercising control over the grantee. It shall not include proxy agreements in publicly held corporations. It shall include all immediate members of a family.

(3)

For purposes of this subsection, the establishment of a management agreement whereby the responsibility for the operation of the system is transferred in its entirety to an entity unaffiliated with the grantee shall be considered a transfer of control under this subsection.

(4)

Upon the filing of an action for bankruptcy, foreclosure or the appointment of a receiver, by or against the grantee, the grantee shall forthwith send a copy of the initial and all subsequent pleadings to the city clerk. The city shall have the right to intervene in any such action, and any mortgage or pledge of the grantee which could have the effect of transferring control shall set forth this right to intervene. Whether the city intervenes or not, any involuntary transfer shall require the consent of the city.

(d)

The consent or approval of the city to any transfer of the franchise shall not constitute a waiver or release of the rights of the city in and to the streets, and upon any transfer a transferee shall be subject to the terms and conditions of a franchise.

(e)

In the absence of extraordinary circumstances, the city will not approve any transfer or assignment of a franchise prior to substantial completion of construction of the proposed system.

(f)

A transfer of ownership shall not be approved without the successor in interest becoming a signatory to the franchise agreement.

(Ord. No. 02-03, Art. II(11), 2-28-02)