|(a) Term. Any Franchise awarded by the Board of Selectmen under this Ordinance shall be for a term of not more than ten (10) years.
Any renewal of a Franchise Agreement shall be upon such terms and conditions as the Board of Selectmen and the Cable Operator may mutually agree upon in accordance with the Cable Act and applicable federal law. Such renewal shall be for a period of not more than ten (10) years from the expiration of the previous Franchise.
(b) Termination. The Franchise Authority may revoke or terminate any Franchise awarded pursuant to the provisions of this Ordinance and federal law or may impose reasonable penalties upon 30 days written notice to the Cable Operator, and after hearing in the event that the Cable Operator: (i) Violates any material provision of its Franchise Agreement or any rule, order or determination of the Town made pursuant to the Franchise Agreement or this Ordinance where such violation remains uncured for a period of thirty days~ or such time as is mutually agreed to following notice to the Cable Operator by the Town that such violation is deemed to exist; (ii) Attempts to evade any material provision of its Franchise Agreement or practices any fraud or deceit upon the Town; or (iii) Fails to provide or maintain in full force and effect the
insurance coverages and the performance bond~ as required by this Ordinance and the terms of the Franchise Agreement.
Any appeal or challenge to a revocation or termination of a Franchise Agreement shall be to the Cumberland County Superior Court or the U.S. District Court for the District of Maine.
Public Hearing - New Franchise and/or Renewal. Before authorizing the issuance of any such Franchise Agreement, including renewals, the Board of Selectmen shall review, in accordance with federal law, the applicant’s legal, financial and technical qualifications, the proposed agreement’s ability to meet current and future cable-related needs and interests of the Town in light of the costs of meeting those needs and interests, and the adequacy and feasibility of the applicant’s qualifications to operate a Cable System within the Town, and shall conduct a public hearing thereon with at least seven days advertised notice prior to said public hearing. Such public hearing shall provide a reasonable opportunity for public input on the proposed Franchise Agreement or renewal.
(d) Restriction on Transfer or Change of Control.
(1) Neither this Franchise Agreement, nor any rights or obligations of the Cable Operator in or pursuant to this Franchise Agreement or the Cable System shall be transferred in part or as a whole, by assignment, trust, lease, sublease, and is not to be sold, transferred, leased, assigned, or disposed of in part or as a whole, either by forced sale, merger, consolidation, or otherwise, nor shall title thereto, either legal or equitable, or any right or interest therein, pass to or vest in any Person, nor shall any change in control of the Cable Operator or the Cable System occur, either by any act of the Cable Operator or by any parent company of the Cable Operator, by operation of law or otherwise, in each such case without the prior consent of the Town, which consent shall not be unreasonably withheld or delayed, and which shall be
expressed in writing, subject to reasonable and lawful conditions, including, but not limited to, curing any Franchise non-compliance. Any assignment or transfer without such prior written consent or without “deemed consent” under applicable federal law shall constitute a violation of a material provision of any Franchise Agreement
(2) For purposes of this Section, any sale, assignment or any other disposition of a twenty percent (20%) ownership interest of the Cable Operator or parent company of the Cable Operator to any one Person or group of Persons acting in concert, in one transaction or a series of related transactions, shall be deemed to be a change of control of the Franchisee. The word "control" as used in this section is not limited to major stockholders but includes actual working control in whatever manner exercised.
(3) Neither the Cable Operator nor its parent company shall enter into any third party management contract or any other arrangement for the management of the Cable System, without the prior written consent of the Town, subject to reasonable and lawful conditions, including, but not limited to, curing any Franchise non-compliance.
(4) No consent will be required for a transfer in trust, mortgage or hypothecation to secure an indebtedness, provided that such transaction will not in any respect prevent the Cable Operator or any successor from complying with all of its obligations under its Franchise Agreement, but the exercise of any right to foreclose or seize such pledged assets shall be subject to the provisions of this paragraph. No transfer of control will be deemed to have taken place if the transfer is to an entity under common control with the Cable Operator provided such entity has equal or greater financial resources than the transferor and provided the transfer does not involve a change in the management or day to day operations of the Cable Operator.
(5) The Cable Operator shall promptly notify the Town of any action or proposed action requiring the consent of the Town pursuant to this Section.
(6) The Cable Operator shall submit to the Town an original and three~ (3) copies of its FCC Form 394 (or such other or successor form used to request consent to any such Transfer or assignment), which form shall fully describe the action or proposed action and clearly state the basis on which the Transfer or assignment should be approved. The Cable Operator shall include with the application complete responses to the informational requests attached to this Ordinance as Exhibit A. The request for approval of Transfer or assignment shall also contain all reasonably appropriate documentation and such additional information as the Town may reasonably require, provided that to the extent the Town requests additional information other than as described in Exhibit A to this Ordinance, the Town shall issue such request to the Cable Operator
within 30 days of receipt of the application, and the Cable Operator shall respond to such requests for additional information within 30 days. The Transfer or assignment form shall be signed by the Cable Operator and by the proposed transferee or by its representative, evidence of whose authority shall be submitted with such petition.
(7) The consent of the Town shall be given only after a public hearing, if such a hearing is deemed necessary by either the Town or the transferee, to consider the written request for Transfer. The Town shall complete review of the request for Transfer and make a decision thereto no later than one hundred twenty (120) days after receipt of the request for Transfer. If the Town fails to render a final decision on such request within said 120 days, such request shall be deemed granted unless the requesting party and the Town agree to an extension of time. In the event the Town requests additional information pursuant to Section 8(d)(6) of this Ordinance and the Cable Operator fails to provide responses within thirty (30) days of receipt of such request, the Town’s deadline to make a decision on the transfer request, and the date by which
such transfer request is deemed granted, shall be thirty (30) days after the Town’s receipt of such responses.
(8) For purposes of determining whether it shall consent to any such change of control and ownership, the Town shall inquire into the legal, financial, management and technical qualifications of the prospective controlling or owning Person, and including, but not limited to, such Person's cable_related experience and service record, if any, in other communities, the changes, if any, it intends to make in the operations, maintenance, technology and services of the Cable System serving Sebago, any and all matters relative to the ability and likelihood of such Person adhering to all of the terms and conditions of this Franchise Agreement, and whether the proposed change of control and ownership is in the public interest.
(9) Any proposed controlling or owning Person or transferee approved by the Town shall be subject to all of the terms and conditions contained in the Franchise Agreement, including curing any Franchise non-compliance.
(10) The Cable Operator shall reimburse the Town for its reasonable expenses (including attorney’s fees) incurred as a result of the reviewing and acting upon the Cable Operator’s request. The Cable Operator’s liability for reimbursing the Town shall not exceed Two Thousand and Five Hundred Dollars ($2,500).