BILL 2009-59 ORDI A CE

A ORDI A CE APPROVI G A SETTLEME T AGREEME T A D BI DI G U ILATERAL AGREEME T WITH SOUTHWESTER BELL TELEPHO E COMPA Y A D RELATED E TITIES RELATI G TO PAYME T OF BUSI ESS LICE SE TAXES

WHEREAS, Southwestern Bell Telephone Company d/b/a AT&T Missouri, SBC Long Distance, LLC d/b/a AT&T Long Distance, AT&T Messaging, Inc., AT&T Inc., and American Information Technologies Corporation (Nevada), American Telephone and Telegraph Company, Ameritech Information Industry Services, Inc., Ameritech Publishing, Inc., Ameritech Services, Inc., AT&T Advanced Solutions, Inc. (now merged into AT&T Corp.), AT&T Advertising, L.P., AT&T Broadband Services Purchasing and Leasing, LLC, AT&T Capital Holdings International, Inc., AT&T Capital Holdings, Inc., AT&T Capital Services, Inc., AT&T Communications - East, Inc., AT&T Communications of the Southwest, Inc., AT&T Consulting Solutions, Inc., AT&T Corp., AT&T Credit Holdings, Inc., AT&T DataComm, Inc., AT&T Foundation, AT&T Global Network Services LLC, AT&T Government Solutions, Inc., AT&T Information Systems, Inc., AT&T Labs, Inc., AT&T Management Services, L.P., AT&T Messaging, LLC, AT&T Network Procurement LP, AT&T Operations, Inc., AT&T Services, Inc., AT&T Solutions Inc., AT&T Technical Services Company, Inc., AT&T Technologies, Inc., AT&T Video Services, Inc., Bell South Long Distance, Inc. d/b/a AT&T Long Distance Service, L.M. Berry & Company, Missouri Bell Telephone Company, Pacific Bell Telephone Company, Resort WiFi Operating Corp., SBC Asset Management, Inc., SBC Global Services, Inc., SBC Internet Services, Inc., SBC Telecom, Inc., SBC Tower Holdings LLC, SBCSI Purchasing & Leasing Limited Partnership, SNET of America, Inc. d/b/a AT&T Long Distance East, Southwestern Bell Yellow Pages, Inc., Southwestern Bell Yellow Pages Resources, Inc., Sterling Commerce (America), Inc., Sterling Commerce, Inc., SWBT Purchasing & Leasing Limited Partnership, TCG America, Inc., TCG Kansas City, Inc., TCG St. Louis, Inc., Teleport Communications Group Inc., Wayport, Inc., and YellowPages.com, LLC (collectively “SBC”) have entered into, subject to final court approval, a Settlement Agreement (hereinafter “Settlement Agreement,” and also on file with the City Clerk) in State of Missouri, et al., v. SBC Communications, Inc., et al., Cause No. 044-02645, pending in the Circuit Court of the City of St. Louis, Missouri (“Class Action Suit”); and

WHEREAS, SBC has further executed a Binding Unilateral Agreement dated as of June 26, 2009 (attached hereto and incorporated herein) making certain commitments in addition to those contained in the Settlement Agreement in consideration of such City actions or forbearance or other consideration as set forth therein; and

WHEREAS, SBC provides telephone service within the City subject to the city’s business license tax ordinances; and

WHEREAS, the City desires to accept the Settlement Agreement as a mutually binding and enforceable Agreement by acceptance of all terms and conditions thereof, and to further accept the commitments made by SBC in the Binding Unilateral Agreement as part of such approval and as relied upon by the City and accept the Back Tax Payment in such final amount as to be established by the terms of the Settlement Agreement and Binding Unilateral Agreement, provided that such acceptance preserves and shall not be deemed to waive any rights as an interested party in participation in any court determinations finalizing such Settlement Agreement or Back Tax

Payment amounts;

OW, THEREFORE, BE IT ORDAI ED BY THE COU CIL OF THE CITY OF CAMERO , AS FOLLOWS:

Section One . In continued reliance on the Binding Unilateral Agreement, and in accepting the promises and commitments made by SBC thereunder, the City does hereby approve and accept all terms and conditions of the Settlement Agreement as a mutually enforceable and binding Agreement between SBC and the City, subject only to final court approval in the Class Action Suit. Pursuant to the Settlement Agreement and Binding Unilateral Agreement, Past Tax Payments as required thereunder and all inquiries regarding the City’s Business License Tax shall be directed to the City through its authorized representative:

Barbara J. O’Connor, City Clerk City of Cameron 205 North Main Street Cameron, MO 64429 (816) 632-2177

Section Two . The City Clerk shall, at such time as directed by legal counsel, forward a copy of this Ordinance to:

John F. Medler, Jr. AT&T Legal Department One AT&T Center, Room 3558 St. Louis, MO 63101

The City Clerk and other designated officials are hereby authorized to take such other actions as may be necessary to implement and effect the purposes of this Ordinance.

Section Three . This Ordinance approves a settlement as to claims by or relating to a single taxpayer and nothing in this Ordinance shall be deemed to amend or implement any tax applicable to any taxpayer.

Section Four . This Ordinance shall be in full force and effect from and after its passage and approval.

Read two times, passed and approved this 3rd day of July 2009.

______Mayor Everett W. Ice ATTEST:

______City Clerk

- 2 -

- 3 -

- 4 -

- 5 -

- 6 -

- 7 -

- 8 -

- 9 -

- 10 -