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New Cingular Wireless PCS LLC Third Amendment to Building Lease Agreement (2015) I Cell Site No.LAC124 Cell Site Name:PALOS VERDES CA 2 Fixed Asset No.10085903 Market:LA Address:30940 Hawthorne Boulevard,Rancho Palos Verdes,CA 90275 THIRD AMENDMENT TO BUILDING LEASE AGREEMENT This THIRD AMENDMENT TO BUILDING LEASE AGREEMENT("Third Amendment") is made and entered into as of this 4th day of November, 2015, by and between the City of Rancho Palos Verdes, a California municipal corporation ("Lessor") and New Cingular Wireless PCS, LLC, a Delaware limited liability company ("Lessee"), each individually a "Party," and collectively the "Parties." RECITALS WHEREAS, Lessor is the owner of that certain real property located at 30940 Hawthorne Boulevard, Rancho Palos Verdes, California; and, WHEREAS, Lessee was formerly known as LA Cellular and AT&T Wireless; and WHEREAS, Lessor and Lessee are parties to that certain Building Lease Agreement dated November 15, 1988, as amended by that certain First Amendment to Lease Agreement dated June 3, 2008, and as further amended by that certain Second Amendment to the Building Lease Agreement dated June 16, 2009, (collectively, the "Lease"), whereby Lessor leased to Lessee a portion of Lessor's Property as more particularly set forth in the Lease; and, WHEREAS, the Lease's term expired on June 30, 2014, and became a month-to- month tenancy subject to all the terms of the Lease; and WHEREAS, Lessor and Lessee desire to amend the Lease to (i) extend the term thereof retroactive to the date it expired, and (ii) modify certain other provisions of the Lease, as more specifically set forth below. AGREEMENT NOW, THEREFORE, in consideration of the foregoing recitals, and the covenants and conditions contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lessor and Lessee hereby agree as follows: 1. Defined Terms. Any capitalized terms used in this Third Amendment that are not defined herein shall have the meanings given those terms in the Lease. 2. Extension of Term. The term of the Lease is hereby extended by two (2) years, beginning with the date it expired, and the Lease shall automatically terminate on June 30, 2016. 3. Notices. Lessee's notice address listed in the Lease is hereby deleted in its entirety and the following is substituted in lieu thereof: Cell Site No.LAC124 Cell Site Name:PALOS VERDES CA 2 Fixed Asset No.10085903 Market:LA Address:30940 Hawthorne Boulevard,Rancho Palos Verdes,CA 90275 Lessee: New Cingular Wireless PCS, LLC Attn: Network Real Estate Administration Re: Cell Site#: LAC124; Cell Site Name: PALOS VERDES CA 2 (CA) Fixed Asset No.: 10085903 575 Morosgo Drive NE Atlanta, GA 30324 With a required copy of the notice sent to the address above to: New Cingular Wireless PCS, LLC Attn: AT&T Legal Department Re: Cell Site#: LAC124; Cell Site Name: PALOS VERDES CA 2(CA) Fixed Asset No.: 10085903 208 S. Akard Street Dallas, Texas, 75202-4206 4. Representations and Warranties of Lessee. Lessee hereby represents and warrants to Lessor as of the date hereof that: (a) Lessee is not in default under the Lease, and (b) Lessee has not committed any act or omission that, after notice or the passage of time, or both, would constitute a default or event of default under the Lease. 5. Full Force and Effect. Except as specifically modified by this Third Amendment, all of the terms and conditions of the Lease shall remain in full force and effect. Each reference in the Lease to itself shall be deemed also to refer to this Third Amendment. 6. Conflict. In the event of a conflict between any term or provision of the Lease and this Third Amendment, the terms and provisions of this Third Amendment shall control. 7. Captions. All captions are for reference purposes only and shall not be used in the construction or interpretation of this Third Amendment. 8. Counterparts; Duplicate Originals. This Third Amendment may be executed in any number of counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, taken together, shall be deemed to be one and the same instrument. This Third Amendment may also be executed in duplicate originals, each of which is deemed to be an original for all purposes. 9. Memorandum of Lease. Concurrently with its execution and delivery of this Third Amendment, Lessee shall also execute and deliver to Lessor a memorandum of lease in the form attached hereto as Exhibit A (duly acknowledged by a notary) which Lessor may then execute and record. Upon the expiration or termination of this Lease, Lessee shall, immediately on Lessor's request, execute and deliver to City a quitclaim deed to the Property, in recordable form, designating Lessor as transferee. Cell Site No.LAC124 Cell Site Name:PALOS VERDES CA 2 Fixed Asset No.10085903 Market:LA Address:30940 Hawthorne Boulevard,Rancho Palos Verdes,CA 90275 10. Authority of Lessee. Each individual executing this Lease on behalf of Lessee represents and warrants that he or she is duly authorized to execute and deliver this Third Amendment on behalf of Lessee, in accordance with the formation and organizational documents of Lessee, and that this Third Amendment is binding upon Lessee. IN WITNESS WHEREOF, the Parties hereto have entered into this Third Amendment as of the date set forth in the introductory paragraph. LESSOR: City of Rancho Palos Verdes, a California municipal corporation ATTEST: \ By: /,‘" By. JirnKnighti,,Ma Carla Morreale, City Clerk APPROVED AS TO FORM: By: 4- David J. A - hire, City Attorney LESSEE: New Cingular Wireless PCS, LLC, a Delaware limited liability company By: AT&T Mobility Corporation Its: Manager By• r- Name: jpck.ites --�T Title: -rp; c--c.=g. By: Name: Title: . Cell Site No.LAC124 Cell Site Name:PALOS VERDES CA 2 Fixed Asset No.10085903 Market:LA Address:30940 Hawthorne Boulevard,Rancho Palos Verdes,CA 90275 LESSEE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) County of p - ) On Nfo ,r 642- ‘fv. � before me, .d s_ .1.ss A , Date Insert Name and Title of the Offic r appeared ci who proved to me on the basis of personally pp �� T� Name of Signer(s) satisfactory evidence to be the person(g whose name) is/&re subscribed to the within instrument and acknowledged to me that he/thetttrerexecuted the same in his/ authorized capacity( , and that by his/h&their signature() on the instrument the person , or the entity upon behalf of which the person(acted, executed the instrument. I certify under PENALTY OF PERJURY under KATELYN S.voss the laws of the State of California that the -.V ;dos:;_ Commission #2009718 foregoing paragraph is true and correct. z '0;7, ..9.; Notary Public-California z Z =` � ►� Orange County D WITNESS myhand and official seal. �� My Comm. Expires Mar 3,2017 Place Notary Seal Above ignature of Notary Public CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document. State of Califor is County of Fit On before me, Q- 3° da. j1vr? k. l " 'C._ Date � Here Insert Name and Title of the O icer personally appeared ( etuia- Name(s)P Y of Signer(s) who proved to me on the basis of satisfactory evidence to be the persons whose name'is/_' subscribed to the within instrument and acknowledged to me that he/ executed the same in his/11640teirauthorized capacity(jand that by his/hefitheirsignatureXon the instrument the person or the entity upon behalf of which the personJacted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. re7"—.7wartrANZWEPAZrvw1WITNESS my hand and offici. seal. COMM.*2085504 g V-groi NOTARY PUBLIC•CALIF LOS ANGELES COUNTY 7 2018jion •'� � Expr.aNoSignature 2�,�� Signature of Notary Public Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Signer's Name: ❑Corporate Officer — Title(s): ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑General ❑ Partner — ❑ Limited ❑General ❑ Individual ❑Attorney in Fact ❑ Individual ❑Attorney in Fact ❑Trustee ❑ Guardian or Conservator ❑Trustee ❑ Guardian or Conservator ❑Other: ❑ Other: Signer Is Representing: Signer Is Representing: /i�✓��✓��✓��✓,/�✓�✓,i�✓,i��ice✓i�✓,i�✓,i�✓i�✓,i�✓,i��i�✓,ice✓i�✓,i�✓i�✓,ice✓i�✓�i�✓,i�✓,i�✓,i�✓i�✓,i�✓,ice✓ice✓ice✓ice✓i�✓i�✓i�.�i�✓,�✓,ice✓i�✓,i�✓,i�✓,i�✓,i�✓,ice✓ice✓i�✓moi ©2014 National Notary Association •www.NationalNotary.org • 1-800-US NOTARY(1-800-876-6827) Item#5907 461 .# at8it Jackie Begue AT&T Mobility LLC T: 404-927-9130 Senior Paralegal and 675 West Peachtree Street F: 404-927-3620 Assistant Corporate Secretary 42-090 )85602@att.com Atlanta,GA 30375-0001 www.att.com NEW CINGULAR WIRELESS PCS, LLC ASSISTANT SECRETARY'S CERTIFICATE I, Jackie Begue, do hereby certify that I am a duly elected and qualified Assistant Secretary of AT&T Mobility Corporation, the Manager of New Cingular Wireless PCS, LLC, a Delaware limited liability company(the"Company"), and as such I am authorized to execute this certificate. In such capacity, I further certify that: 1. Section 5.1 of the Company's Limited Liability Company Operating Agreement as amended on August 29, 2007 designates AT&T Mobility Corporation as the Manager of the Company, and AT&T Mobility Corporation remains the Manager of the Company on the date hereof. 2. Section 5.6 of the Company's Limited Liability Company Operating Agreement states as follows: "The Manager shall have, except as otherwise provided by this Agreement and the requirements of applicable law, the sole, exclusive, full and complete authority,power and discretion to manage and control the business, affairs and properties of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company's business, including, without limitation, the right and power to appoint individuals to serve as officers of the Company and to delegate authority to such officers." AT&T Mobility Corporation as the Manager of the Company has the authority under Section 5.6 of the Company's Limited Liability Company Operating Agreement to manage all of the business affairs of the Company. 3. Section 5.15 of the Company's Limited Liability Company Operating Agreement states as follows: "Any person or entity dealing with the Company may rely on a certificate signed by the Manager or officer on any document purporting to bind the Company shall constitute exclusive evidence to third parties of the authority of such person to execute such document on behalf of the Company and so bind the Company." 4. James Stickney, Director Construction and Engineering, is authorized and empowered by the Manager of the Company to execute and deliver in the name of and on behalf of the Company any and all documents that may be required in connection with and related to that certain Third Amendment to Building Lease Agreement by and between the City of Rancho Palos Verdes, a California municipal corporation, and the Company for Cell Site No. LAC124, Cell Site Name: Palos Verdes CA 2. IN WITNESS WHEREOF, the undersigned has affixed her signature this rday of December, 2015. Jac '- Begue, Assistant Secr ry