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<br />13. MISCELLANEOUS PROVISIONS
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<br />13.1. Assignment. Transfer, Sale, and Change of Control.
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<br />(a) As specified in paragraph (f) of Section] 5-255 of Chapter] 5,
<br />consummation of the following transactions related to this franchise, or involving the Grantee of
<br />this franchise, requires the prior written consent of the Grantor's City Council expressed by
<br />resolution, which consent will not be unreasonably withheld or delayed:
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<br />]. The sale, transfer, lease, assignment, or other disposition of the
<br />franchise, in whole or in part, whether voluntary or involuntary; provided, however, that such
<br />consent is not required for a transfer in trust, mortgage, or other hypothecation for the purpose of
<br />securing an indebtedness of the Grantee relating to the construction, reconstruction, operation, or
<br />maintenance of the cable television system. A transfer, assignment, or other disposition of the
<br />franchise may be made only by an instrument in writing, a duly executed copy of which must be
<br />filed in the office of the City Clerk after the consummation of that transfer, assignment, or other
<br />disposition.
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<br />2. Any merger, consolidation, reorganization, business combination,
<br />or other transaction wherein or whereby 20 percent or more of the ownership interests in the
<br />Grantee or in any parent company of the Grantee, will be affected and control of the Grantee will
<br />change or be subject to change. As used herein, "control" means the possession, direct or
<br />indirect, of the power to direct or cause the direction of the management and policies of the
<br />Grantee. A duly executed copy of any written instrument evidencing the closing and
<br />consummation of any such transaction must be filed in the office of the City Clerk after the
<br />closing and consummation ofthat transaction.
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<br />(b) In determining whether it will consent to any transfer, assignment, or other
<br />disposition ofthe franchise, or to any transaction affecting the control of the Grantee, the Grantor
<br />may evaluate the financial, technical, legal, and other qualifications of the proposed transferee or
<br />controlling person in accordance with federal law. Grantee must ensure that the proposed
<br />transferee or controlling person submits an application, in the form required by applicable federal
<br />law, not less than ]20 days prior to the closing date of the proposed transaction. After
<br />considering compliance by the Grantee with all terms and provisions of the existing franchise,
<br />and the financial, technical, legal and other qualifications of the proposed transferee or
<br />controlling person, the City Council may, by resolution, authorize the proposed transaction
<br />consistent with Grantee's rights under federal and state law and regulation. Grantor's consent to
<br />any such transaction may not be unreasonably denied or delayed.
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<br />(c) Grantee and its proposed transferee or controlling person are jointly and
<br />severally responsible for reimbursement to the Grantor of certain costs and expenses reasonably
<br />incurred in evaluating and processing the application related to the proposed transaction. These
<br />costs and expenses may include, as may be determined by the Grantor to be reasonably
<br />necessary, the following: costs of administrative review; financial, legal, and technical
<br />evaluation of the proposed transferee; costs for technical experts and consultants; notice and
<br />publication costs; and document preparation expenses. Reimbursements of Grantor's costs and
<br />expenses will be made as follows:
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<br />City of Sanla Ana
<br />EXECUTION COPY 4/07/05
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