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~~ March 16, 2001 arar erwawna P.O. Box 5147 San Ramon, CA 94583 Mr. Nelson Fialho Deputy City Manager City of Pleasanton 123 Main Street Pleasanton, CA 94566 Ms. Ellyn Axelrod Assistant to the City Manager City of Livermore 1052 S. Livermore Avenue Livermore, CA 94550 RE: Supplemental Agreement Ms. Julie Carter Assistant to the City Manager City of Dublin 100 Civic Drive Dublin, CA 94568 Mr. Jeff Eorio Parks & Community Services Director City of San Ramon 2222 Camino Ramon San Ramon, CA 94583 The Cites of Pleasanton, Livermore, Dublin and San Ramon ("Cities") and Tele- Vue Systems, Inc., marketing services as AT&T Broadband ("AT&T"), have entered into a Cable System Franchise Agreement effective June 1, 2001 (the "Franchise Agreement"). This letter is a supplemental agreement ("Side Letter") between the Cities and AT&T and shall be binding on ATBT and any AT&T successor in interest to the Franchise Agreement. AT&T agrees that the unexcused failure of AT&T to provide the considerations contained herein may be found by the Cities to be a material breach of the Franchise Agreement and subject AT&T to all remedies contained in the Franchise Agreement. Any finding of a material breach shall be in accordance with the procedures detailed in the Franchise Agreement. This Side Letter addresses three (3) provisions of the Franchise Agreement: The channel number and location of the Educational and Governmental ("EG") Access Channels provide pursuant to Exhibit B, Section 1 of the Franchise Agreement. 2. The cost recovery and non-itemization on Subscriber bills of the fiber optic links provided pursuant to Exhibit B, Section 3 of the Franchise Agreement.