§ 1060-140. LIMITATIONS OF FRANCHISE

(a)

Any franchise granted under this chapter shall be non-exclusive.

(b)

No privilege or exemption shall be granted or conferred by any franchise granted under this chapter except those specifically prescribed herein.

(c)

Any privilege claimed under any franchise by the Grantee in any street or other public property shall be subordinate to any prior lawful occupancy of the street or other public property.

(d)

Transfer and Assignment.

(1)

Except as otherwise expressly provided herein, the rights granted under this franchise shall not be sold, transferred, assigned, leased, sublet or otherwise encumbered for any purpose whatsoever, nor shall title thereto, either legal or equitable or any right, interest or property therein, pass to or vest in any person without the prior written consent of the Grantor.

(2)

Notwithstanding the foregoing, the franchise may be transferred without Grantor's consent to a wholly-owned subsidiary of Grantee which expressly agrees, in writing, to assume responsibility for the obligations under the franchise and to comply with all provisions of the franchise if, after completion of the transfer, the subsidiary of Grantee has an asset value equal to or greater than the existing Grantee. At least 60 days prior to such transfer, Grantee shall notify Grantor in writing of the proposed transfer. The notice to Grantor shall describe the proposed transfer or assignment, the asset value of the proposed transferee or assignee and the corporate structure proposed upon completion of the transfer or assignment. Grantor may request additional information regarding the transfer and Grantee shall provide the additional information promptly upon receipt of the request. Grantee shall notify Grantor in writing, within ten days of the completion of the transfer or assignment, that the transaction has been completed and shall provide documentation of the transaction and the name and address of the chief executive officer of the new transferee or assignee.

(3)

The Grantee shall notify the Grantor of any actual or proposed change in, or transfer of, or acquisition by any other party of, control of the franchise. The word "control" as used herein is not limited to major stockholders but includes actual working control in whatever manner exercised amounting to or exceeding 25% ownership. For the purpose of determining whether it shall consent to such change, transfer, or acquisition of control, the Grantor shall, consistent with federal law, only consider the legal, financial and technical qualifications of the proposed transferee to operate the Cable System. The notice and request for approval of a transfer or change in control under this section shall be accompanied by a deposit in the amount of five thousand dollars ($5,000.00). The Grantee shall pay the reasonable costs of Grantor incurred in reviewing and acting upon the transfer or change on control.

(4)

The consent or approval of the Grantor to any transfer of the franchise shall not constitute a waiver or release of the rights of the Grantor in and to the Streets, and any transfer shall by its terms, be expressly subordinate to the terms, provisions and conditions of this franchise.

(5)

In any absence of extraordinary circumstances, the Grantor will not approve any transfer or assignment of the franchise other than to a wholly owned subsidiary, prior to substantial completion of construction of the upgraded Cable System, unless the transferee expressly agrees to assume the responsibility for the completion of the rebuild as provided for in this franchise agreement. In no event shall a transfer of ownership or control be approved without the successor in interest becoming a signatory and obligor to this franchise agreement.

(6)

Time shall be of the essence of any franchise granted under this chapter. The Grantee shall not be relieved of its obligation to comply promptly with any of the provisions of this chapter or by any failure of the Grantor to enforce prompt compliance.

(7)

Any right or power in, or duty impressed upon, any officer, employee, department or board of the Grantor shall be subject to transfer by the Grantor to any other officer, employee, department or board of the Grantor with the exception of the power to fine and/or revoke Grantee's franchise.

(8)

The Grantee shall have no recourse whatsoever against Grantor for any loss, cost, expense or damage arising out of any provision or requirement of this chapter or of any franchise issued hereunder or because of its enforcement.

(9)

The Grantee shall be subject to all provisions, rules, regulations, and conditions prescribed by federal, state, County and local law heretofore or hereafter enacted or established during the term of any franchise granted under this chapter.

(10)

Any franchise granted under this chapter shall not relieve the Grantee of any obligation involved in obtaining pole or conduit space from any department of the Grantor, from any utility company, or from others maintaining poles or conduits in streets.

(11)

Any franchise granted under this chapter shall be in lieu of any and all other rights, privileges, powers, immunities and authorities owned, possessed, controlled or exercisable by the Grantee, or any successor to any interest of the Grantee, of or pertaining to the construction, operation of maintenance of any CATV system in the Grantor's jurisdiction; and the acceptance of any franchise granted under this chapter shall operate, as between Grantee and the Grantor, as an abandonment of any and all such rights, privileges, powers, immunities and authorities within the Grantor's jurisdiction, to the effect that, as between Grantee and the Grantor, any and all construction, operation and maintenance by any Grantee of any CATV system in the Grantor's jurisdiction shall be, and shall be deemed and construed in all instances and respects to be, under and pursuant to said franchise, and not under or pursuant to any other right, privilege, power, immunity or authority whatsoever.