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<br />INTRODUCED BY ~. )(~ <br /> <br />BILL NO. QS4-0 ORDINANCE NO. ~ <br /> <br />AN ORDINANCE OF THE CITY OF UNIVERSITY CITY, MISSOURI, <br />GRANTING CONSENT TO THE TRANSFER OF A CABLE FRANCHISE <br />FROM TCI CABLE PARTNERS OF ST. LOUIS, L.P., D/B/A AT&T <br />BROADBAND, TO CHARTER COMMUNICATIONS ENTERTAINMENT <br />I, L.L.c., D/B/A CHARTER COMMUNICATIONS, SUBJECT TO <br />CERTAIN CONDITIONS AS PROVIDED HEREIN. <br /> <br />WHEREAS, TCI Cable Partners of St. Louis, L.P., ("TCI") is the current holder and <br />operator of a non-exclusive cable television franchise granted by the City of University City, <br />Missouri and is ultimately owned by AT&T Corp., a New York corporation, which is doing <br />business as AT&T Broadband; and <br /> <br />WHEREAS, TCI desires to transfer control and operation of the franchise to Charter <br />Communications Entertainment I, L.L.C. ("Charter"), which is doing business as Charter <br />Communications, pursuant to an Asset Purchase Agreement dated February 26, 2001, and said <br />companies have requested the city to consent to such transfer; and <br /> <br />WHEREAS, TCI and Charter have submitted information required by federal law and the <br />franchise regarding legal, financial, technical, and other qualifications to consummate the transfer <br />and operate the cable system within the City, including FCC form 394 and additional information <br />required by the City; and <br /> <br />WHEREAS, in order to ensure the continued operation of the cable system and resident <br />satisfaction with the proposed transfer the City has requested, and Charter and TCI have agreed, <br />to supplement their application for consent by submitting the agreement attached hereto as <br />Exhibit A, whereby (1) TCI warrants that to the best of its knowledge and belief it has fulfilled or <br />will fulfill all franchise obligations, up to the closing date of the transaction between TCI and <br />Charter (the "Closing Date"), (2) TCI Holding, Inc., and indirect parent of TCI, guarantees TCl's <br />performance of its franchise obligations up to the Closing Date for a period of one year following <br />the Closing Date, (3) Charter Communications Holding Company, L.L.C., an indirect parent of <br />Charter, guarantees Charter's performance of its franchise obligations, (4) Charter and Charter <br />Communications Holding Company warrant and represent that all provisions of the franchise <br />will be fulfilled, and (5) Charter and Charter Communications Holding Company would agree <br />that the cable system in the City will be operated at least at the same capacity and with the same <br />level and quality of service as is currently made available by TCI and as required under the <br />franchise; and <br /> <br />1 <br />