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AN ORDINANCE OF THE CITY OF UNIVERSITY CITY, MISSOURI, <br />GRANTING CONSENT TO THE TRANSFER OF FRANCHISE OWNERSHIP OF <br />TCI CABLE PARTNERS OF ST. LOUIS, L.P., FROM <br />TELECOlVIMUNICATIONS, INC. TO AT&T CORP., A NEW YORK <br />CORPORATION, AND EXTENDING THE TERM OF SUCH FRANCHISE TO <br />DECEMBER 23, 2000, SUBJECT TO CERTAIN CONDITIONS INCLUDING <br />THE ADOPTION OF REVISED CABLE TELEVISION CONSUMER <br />PROTECTION AND CUSTOMER SERVICE REGULATIONS AND <br />CONTAINING AN EMERGENCY CLAUSE. <br /> <br /> WHEREAS, TCI Cable Partners of St. Louis, L.P., a Colorado Limited Partnership <br />("TCICP") is the current holder and operator of a non-exclusive cable television franchise granted by <br />the City of University City, Missouri and is owned by TeleCommunications, Inc., a Delaware <br />corporation ("TCI '); and <br /> <br /> WHEREAg, TCI desires to transfer control of the franchise holder TCI Cable Partners of St. <br />Louis, L.P., a Colorado limited partnership ("TCICP") to AT&T Corp., a New York corporation, <br />pursuant to an Agreement and Plan of Merger dated June 23, 1998, as amended, and said companies <br />have requested the City to consent to such transfer and to waive any right to acquire the assets of the <br />cable system which it may have under the Franchise as a result of the proposed transfer; and <br /> <br /> WHEREAS, AT&T and TCICP submitted information required by federal law and the <br />franchise regarding legal, financial, technical, and other qualifications to consummate the transfer and <br />operate the cable system within the City, including FCC Form 394; and <br /> <br /> WHEREAS, the City, AT&T and TCICP agree that the deadline for action on the request for <br />consent under 47 U.S.C. 537 is January 27, 1999; and <br /> <br /> WHEREA S, the City and its legal counsel have concerns about the information submitted, <br />and about assuring citizen satisfaction with the cable system and customer service; and <br /> <br /> WHEREA S, the City and the companies have addressed these concerns by the proposal of <br />revisions to consumer protection and customer service regulations attached hereto as Exhibit B and <br />by requesting the companies to supplement their application for consent by submitting the agreement <br />attached hereto as Exhibit A, whereby Heritage Communications, Inc., an Iowa corporation <br />("Heritage"), which is an indirect parent of the general partner of TCICP would continue to guarantee <br />TCICP's performance of its franchise obligations; and such companies would warrant and represent <br />that all provisions of the franchise will be fulfilled (including the revised consumer protection and <br />customer service regulations attached hereto as Exhibit B); and TCICP and Heritage would agree that <br />the cable system in the City will be operated at least at the same capacity and with the same level and <br />quality of service as is currently made available by TCICP in the City and as required under the <br /> <br />TRORD.UC3 <br /> <br /> <br />