§ 118-81. Transfer of ownership or control to third party.

(a)

Operation of cable system. Only the franchisee and its affiliates shall operate, manage and maintain the cable system and provide cable services by use of the cable system. Other than to an affiliate of franchisee or the parent of franchisee, franchisee shall not sell, transfer, lease, sublet, mortgage, assign or otherwise dispose of the franchise, or the cable system, either in whole or in part, without the prior consent of the Board.

(b)

Control. There shall be no change of, transfer of, or acquisition of control of a franchisee at any tier or level, which directly or indirectly controls a franchisee without the prior written consent of the County. The phrase "change of, transfer of, or acquisition of control" shall mean any change in the identity of the entities, individuals, person(s) or group which directly or indirectly directs or has the power to direct the management and policies of the franchisee, whether through the ownership of voting securities, by contract or otherwise. Provided, however, no such consent shall be required for a merger of franchisee's parent company or a successor "ultimate parent" entity thereto; or for a transfer in trust, by mortgage, by other hypothecation or by assignment of any rights, title or interest of the franchisee in the franchise or cable system to secure indebtedness.

(c)

Requests for consent/procedure/restrictions. If the franchisee seeks to obtain the consent of County to any transactions or matters described in subsections (a) and (b) of this section, franchisee shall submit a request for such consent and a copy of FCC Form 394 and applicable exhibits to the County.

(d)

Period within which County must act. The County shall have 120 days from the date of submission of a complete and accurate FCC Form 394 to act upon any such request for consent. Franchisee shall supply such additional relevant information as requested by the County, its staff or Counsel, to determine qualifications of the transferee to operate the system, to act upon any such request for consent. If the County fails to act upon such request for consent within 120 days, such request shall be deemed consented to unless the County and franchisee otherwise agree to an extension of time.

(1)

The County shall not unreasonably withhold its consent to any proposed transfer.

(2)

Nothing in any approval by the County of an authorization of any transfer shall be construed to waive or release any rights of the County in and to the public ways and public places of the County or property owned by the County, or as a release of any of the County's police powers, or as an exercise of eminent domain.

(3)

The County's granting of consent in any one instance shall not require it to grant consent in other instances.

(4)

Any approval by the Board of transfer of ownership or control shall be contingent upon the prospective transferee becoming a signatory to the franchise agreement.

(Ord. No. 2006-026, § 14, 4-12-2006)