Yucaipa Municipal Code Art. XXXIII Transfers and Assignment

The rights accruing to the franchisee under the agreement are nontransferable without the written consent of the city. Assignments or other transfer of the franchisee agreement without the written consent of the city shall be grounds for default and termination. This clause shall not apply to assignments of accounts receivable or to mortgages, deeds of trust, or similar financing instruments, unless operational or organizational control of the franchisee is altered by such instruments.

(Ord. 205 § 3, 2001)

A franchise and any rights or obligations of the franchisee under the franchise agreement shall not be sold, assigned or transferred, either in whole or in part, or leased, sublet, or mortgaged in any manner, nor shall title thereto, either legal or equitable, or any right, interest or tangible or intangible property therein (tangible property being defined as more than twenty-five (25) percent of the tangible property of the franchisee located in the city either cumulatively or at any one time), pass to or vest in any person without prior written consent of the city. Such consent shall be required for a transfer in trust, mortgage, or other hypothecation in whole or in part to secure an indebtedness, provided, however, that such consent shall not be unreasonably withheld, and that such consent shall not be required for purchase money security interests incurred in the ordinary course of business. The franchise shall deposit with the city an amount determined by the cable administrator as necessary to reimburse the city for all city and third party costs incurred by the city with respect to the city’s review of such transfer.

(Ord. 205 § 3, 2001)

Ownership or control of franchisee shall not be transferred without the prior written consent of the city. The franchisee shall deposit with the city an amount determined by the cable administrator as necessary to reimburse the city for all city and third party costs incurred by the city with respect to the city’s review of such transfer.

(Ord. 205 § 3, 2001)

The proposed assignee or transferee must agree to comply with all provisions of the franchisee’s franchise agreement and the ordinance codified in this title, as well as such reasonable additional terms and conditions as the city may require for the specific and limited purpose of assuring the proposed assignee’s or transferee’s compliance with such provisions, including without limitation such additional terms and conditions as the city may require to remedy or avoid the recurrence of any past violations of the terms of a franchise or of applicable federal, state or local law or regulations in the operation of franchisee’s, assignee’s or transferee’s cable systems or service.

(Ord. 205 § 3, 2001)

The franchisee shall notify the city promptly of any proposed change in, transfer of, or acquisition by any other person of control of the franchisee or any parent company. For purposes of the ordinance codified in this title, a change of control of the parent company will be deemed to have taken place upon the transfer of ten (10) percent or more of the common stock, shares, or units of such parent company to an unaffiliated entity. Every such change shall make the franchise agreement void and terminated unless and until the city has granted consent.

(Ord. 205 § 3, 2001)

Any assignment of franchise or transfer of ownership or control of franchisee without the prior consent of the city shall null and void the franchise unless later ratified by the city and shall: (i) be deemed a material breach of an agreement and (ii) among and/or in addition to other remedies available to the city, be subject to a liquidated damages assessment, on a daily basis, until the taking of a transfer or assignment is approved, or if not approved, until the prior ownership, control or other status quo ante is restored to a condition satisfactory to the city. Failure to meet the requirements of this section will result in foreseeable damages in an amount specified in the section titled, “liquidated damages.” Both the franchisee and the assignee/transferee shall be jointly and severally liable for liquidated damages accrued pursuant to this section.

(Ord. 205 § 3, 2001)

If the city fails to approve or denies its consent to any such assignment of franchise or transfer of ownership or control of the franchisee and such action has nevertheless been effected, the franchise is terminated unless control of the franchisee or the system is restored within ten (10) calendar days to its status prior to such unauthorized action or to a status acceptable to the city.

(Ord. 205 § 3, 2001)

The consent or approval of the city to any assignment of a franchise or transfer of control of a franchise or of ownership shall not constitute a waiver or release of any of the rights of the city unless the city specifically releases or waives such rights in writing.

(Ord. 205 § 3, 2001)

A franchisee must notify the city whenever it reaches a definitive written agreement to sell, transfer or assign its cable system, or any portion thereof. A franchisee must also notify the city of the terms and conditions of any proposed sale as required by this section.

(Ord. 205 § 3, 2001)

In no event shall an assignment of franchise or a transfer of ownership or control be approved without the successor-in-interest becoming a signatory to existing franchise agreement.

(Ord. 205 § 3, 2001)

A franchisee shall not enter into any management contract or other arrangement for the management of the system, to the extent that such contract or other arrangement would result in a significant change of influence over the operational control of a franchisee or the system, without the prior consent of the city.

(Ord. 205 § 3, 2001)