§ 30-25. Transfer of franchise.

(a)

In the event that the grantee makes a determination to sell or transfer its system in whole or in part, the grantee shall offer the city a right of first refusal, unless the franchise says otherwise. The city must exercise such right of first refusal within ninety (90) days from the date that such offer is made known to the city in writing. In the event the city should fail to exercise such right of first refusal within the ninety-day period specified above, it shall be deemed that the city has waived any and all rights to exercise its option of first refusal.

(b)

Transfer of a franchise means any transaction in which an ownership or other interest in a grantee or its cable system is transferred from one (1) person or group of persons to another person or group of persons so that control of the grantee is transferred, or the rights and/or obligations held by the grantee under a franchise are transferred or assigned to another person or group of persons.

(1)

A rebuttable presumption that transfer of control has occurred shall arise upon the acquisition or accumulation by any person, or group of persons, of thirty-five (35) percent of the voting interest of the grantee or of the person exercising management authority over the grantee. Any purchases or acquisitions of the grantee's stock made by a person other than an officer or director of the grantee over a stock exchange or in the over-the-counter market, of which the grantee or any affiliate of the grantee has no control, shall not be subject to the requirements of subsection (d) below.

(2)

A transfer is pro forma when it involves no substantial change in the ultimate ownership or control of the franchise.

(c)

No transfer of a franchise shall occur without prior approval of the city, and such approval shall not be unreasonably withheld.

(d)

The grantee shall promptly notify the city in writing of a proposed transfer and shall file with the respective governing bodies an application for transfer of a franchise. The transfer application shall provide complete information on the proposed transaction, including details of the legal, financial, technical and other reasonable qualifications of the transferee which are related to the transferee's ability to provide cable services under the franchise, and on the potential impact of the transfer on subscriber rates and service.

(e)

An application for approval of a pro forma transfer of a franchise shall be considered granted on the thirty-first calendar day following the filing of such application with the city unless, prior to that date, the city notifies the grantee to the contrary. Such pro forma transfer will not be unreasonably denied unless the city council, at its sole discretion, determines that such pro forma transfer would not be in the best interest of the city. An application for approval of a pro forma transfer of a franchise shall clearly identify the application as such.

(f)

In making a determination on whether to grant an application for transfer of a franchise, the city council shall consider the legal, financial, technical and other lawful criteria which are related to the transferee's ability to provide cable services under the franchise; whether the incumbent cable operator is in compliance with its franchise and this chapter and, if not, the proposed transferee's commitment and plan to cure such noncompliance; and whether operation by the transferee would adversely affect cable services to subscribers, or otherwise be contrary to the public interest.

(g)

No application for a transfer of a franchise shall be granted unless the transferee agrees in writing that it will abide by and accept all terms of this chapter and the franchise, and that it will assume the obligations and liabilities of the previous grantee under this chapter and the franchise.

(h)

Approval by the city of a transfer of a franchise does not constitute a waiver or release of any of the rights of the city under this chapter or the franchise.

(i)

In the absence of extraordinary circumstances, the city council will not approve any transfer or assignment of a franchise within thirty-six (36) months after initial construction or acquisition of the system.

(j)

In the case of any sale or transfer of ownership after the thirty-six-month period, the city shall have one hundred twenty (120) days to act upon any transfer request that is accompanied by the information required in this section. If the city fails to act on a request within one hundred twenty (120) days of receiving the requested information, the transfer request shall be deemed granted, unless the requesting party and the city agree to an extension of time.

(k)

The city may impose a processing fee to cover its out-of-pocket costs up to one thousand dollars ($1,000.00) to consider and evaluate an application for transfer of a franchise (excluding pro forma), the costs of such processing fee to be paid by the transferee.

(Ord. No. 5344, § 1, 11-15-94)