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Los Angeles SMSA Limited Partnership dba Verizon Wireless - Building Lease Agreement (1988-2019) SEVENTH AMENDMENT TO BUILDING LEASE AGREEMENT THIS SEVENTH AMENDMENT TO THE BUILDING LEASE AGREEMENT ("Amendment") by and between the CITY OF RANCHO PALOS VERDES, a municipal corporation ("Lessor") and LOS ANGELES SMSA LIMITED PARTNERSHIP, DBA VERIZON WIRELESS,a California limited partnership("Lessee")is entered into as of the latter signature date hereof("Commencement Date") and such terms are effective as of the 1st day of July, 2019 ("Effective Date") RECITALS A On February 16, 1988, Lessor and Lessee entered into that certain`Building Lease Agreement" ("Agreement") whereby Lessor agreed to lease to Lessee a portion (the "Leased Premises") of that certain real property owned by Lessor located at 30940 Hawthorne Boulevard in the City of Rancho Palos Verdes (the "Property") and to grant an irrevocable, non-exclusive easement to Lessee in connection therewith for an initial term of ten (10) years in exchange for payment by Lessee B Also on February 16, 1988,Lessor and Lessee executed an"Addendum to Building Lease Agreement," (the "Addendum") which, among other things, added a holdover provision to the Agreement (as Subsection D of Article 3, 1 e Section 3 D), and added a provision to the Agreement granting Lessor the nght to require Lessee to relocate the Leased Premises, including Lessee's equipment thereon and access nghts thereto,in the event the City undertakes construction of a new Civic Center on the Property, which the City plans to do C On January 17, 1995, Lessor and Lessee executed a"Second Amendment to Lease Agreement," which replaced Exhibit "A2" of the Agreement to change the depiction of the Property and the Leased Premises, and which amended Section 3 A of the Agreement to adjust and provide an updated statement of the annual rent due under the Agreement D On February 19, 2008, Lessor and Lessee executed a"Third Amendment to Lease Agreement,"which extended the term of the Agreement from February 28, 2008 to June 30, 2009 E On June 16, 2009, Lessor and Lessee executed a"Fourth Amendment to Building Lease Agreement,"which extended the term of the Agreement for an additional extension term of five years, to June 30, 2014 F On November 4, 2015, after a holdover period, Lessor and Lessee executed the "Fifth Amendment to Building Lease Agreement", which extended the term of the Agreement by two (2) years (retroactive to June 30, 2014) until June 30, 2016, and changed Lessee's notice address set forth in the Agreement G Effective July 1, 2016, Lessor and Lessee executed the "Sixth Amendment to Building Lease Agreement", which extended the term of the Agreement until June 30, 2019 01203 0015/534435 15 H Lessor and Lessee now desire to amend the Agreement to, among other things (i) extend its term, retroactive to July 1, 2019, until June 30, 2022, or until Rancho Palos Verdes City Hall, located at 30940 Hawthorne Blvd , Rancho Palos Verdes, CA 90275, is reconstructed (as defined below), whichever occurs first, (ii)provide for the annual base rent to be increased to One Hundred Eight Thousand and No/100 Dollars ($108,000 00) as of the Rent Commencement Date (as described herein)of this Amendment, and to thereafter increase by five percent(5%) annually, irrespective of CPI, and (iii) provide Lessor with the right to terminate the Agreement for convenience upon 180 days' notice to Lessee I Lessor and Lessee hereby ratify and reaffirm the continuous and uninterrupted term of the Agreement from its initial commencement date through the Commencement Date of this Amendment TERMS 1 Recitals.The foregoing recitals are true and correct,and are incorporated herein by reference 2 Extension of Term With respect to Article 3 (Term and Rent) of the Agreement, the term of the Agreement is hereby extended until either June 30, 2022, or until Rancho Palos Verdes City Hall,located at 30940 Hawthorne Boulevard,Rancho Palos Verdes,California 90275, undergoes reconstruction, whichever occurs first For the purposes of this Amendment, "reconstruction" includes any discretionary or necessary construction, demolition, repair, remodeling, or retrofitting activity that interferes with Lessee's use of its wireless telecommunications facilities or any accessory equipment on the Leased Premises such that the facilities or equipment require removal or replacement The decision to engage in such reconstruction shall be in the sole discretion of the Lessor,and Lessor shall provide Lessee at least sixty (60) days' notice of commencement of such reconstruction, at which commencement the term of the Agreement shall terminate 3 Base Rent Increase Effective July 1, 2020(the"Rent Commencement Date"),the Annual Rent (as defined in the Agreement) for the Leased Premises pursuant to Article 3 of the Agreement, which rent includes all pnor adjustments and an additional adjustment of Sixty-Two Thousand Five Hundred Nineteen and 35/100 Dollars ($62,519 35) as consideration for this Amendment, is One Hundred Eight Thousand and No/100 Dollars($108,000 00) Thus, effective as of July 1, 2020, the number"Twenty-Five Thousand Eight Hundred Twenty-Six and 93/100's Dollars ($25,826 93)" in Section 3 A of the Agreement is amended to read "One Hundred Eight Thousand Dollars ($108,000 00)" Any and all back rent due to Lessor pursuant to this section upon execution of this Amendment(in addition to any unpaid rent already outstanding pursuant to Article 3 of the Agreement and any back rent due to Lessor pursuant to effectiveness of Section 4 of this Amendment) shall be paid by Lessee to Lessor within 30 days of the date of the Commencement Date of this Amendment Attached hereto as Exhibit "A" is a rent schedule showing the applicable rental rates, amounts paid, and amounts owed/outstanding pursuant to the Agreement for the three years leading up to the Commencement Date of this Amendment, and showing the adjusted rent amounts due and payable pursuant to this Amendment for the remaining term of the Agreement, as extended by this Amendment 01203 0015/534435 15 4 Annual Rent Adjustments Effective July 1,2021, notwithstanding any provision of Section 3 C of the Agreement to the contrary and in lieu of the annual rent adjustments provided for therein, the annual rent for the Leased Premises shall increase by five percent (5%) on July 1 of each calendar year for the remainder of the term of the Agreement The first such five percent (5%) increase shall take effect on July 1, 2021 Any and all back rent due to Lessor pursuant to this section upon execution of this Amendment(in addition to any unpaid rent already outstanding pursuant to Article 3 of the Agreement and any back rent due to Lessor pursuant to effectiveness of Section 3 of this Amendment) shall be paid by Lessee to Lessor within 30 days of the Commencement Date of this Amendment, as shown in Exhibit"A"attached hereto 5 Holdover Provision Subsection D of Article 3 (Term and Rent)of the Agreement is hereby deleted and replaced with the following "If,at the end of the Term,this Lease has not been terminated by either party hereto in accordance with the applicable provisions of this Lease Agreement, this Lease Agreement shall continue in full force and effect upon the same covenants, terms and conditions for a further term of one (1) year, and for subsequent one (1) year terms thereafter until terminated by either party hereto in accordance with the provisions of this Lease Agreement " 6 Aesthetics. Subpart (C)(2) of Article 4 (Use of the Property) of the Agreement is hereby amended to read in its entirety as follows (additions shown in bold italics) "LESSOR and LESSEE have discussed at length the LESSOR's interest in making LESSEE's cellular telephone service available to the public while at the same time preserving the aesthetics of the Civic Center area Therefore, LESSEE agrees that it shall cooperate at LESSEE's sole cost and expense with any reasonable requests by LESSOR to camouflage LESSEE's antenna in the initial installation thereof on the Property, to the end that its impact on the aesthetics of the Civic Center shall be minimized. LESSEE and LESSOR also agree that after the first five(5)years of the term, LESSEE's conditional use permit may be reviewed annually by LESSOR for the purpose of determining whether advances in technology since the commencement of the Lease, or since the last review of LESSEE's conditional use permit, as the case may be, would enable LESSEE to construct or renovate an antenna or pole of or with a different style or size that would have less impact on the aesthetics of the Civic Center area, including (without limitation) by unproved camouflaging, without degradation in the quality of LESSEE's service If so, LESSEE agrees to install a new or renovated antenna or pole of the design requested by LESSOR pursuant to such review within a reasonable amount of time thereafter 7 Painting and Maintenance of Poles, Wires and Cables. A new subpart (C)(3) is hereby added to Article 4 (Use of the Property)of the Agreement,to read in its entirety as follows "LESSEE agrees that all cables and wires on the Property shall be kept clipped, neatly stored, and out of public view,and that all poles and cables on the Property shall be painted or re-painted, in accordance with this subpart(without limiting the applicability of 01203 0015/534435 15 any other provision of this Lease Agreement) Within 60 days of the date of full execution of Amendment No 7 to this Lease Agreement, LESSEE shall (i) organize the existing cables and wires on the Property such that they are clipped,neatly stored, and out of public view, and (ii) repaint the existing pole and cables on the Property using a color that camouflages them with the surrounding environment, which color shall be pre-approved by the City Manager Thereafter, LESSEE shall be responsible for maintaining all cables and wires on the Property in the above-described condition and for maintaining the paint on all poles and cables on the Property in good condition at all times for the remainder of the term of this Lease Agreement LESSEE shall be responsible for subsequent repainting of the existing pole and cables and for painting of any future pole and cables as necessary to ensure ongoing compliance with this subpart, provided that (i) no repainting of the existing pole and cables shall be required absent a written request from the City Manager based on a reasonable determination that the paint is no longer in good condition (e g , due to chipping,peeling,discoloration,or deterioration), (u)LESSEE shall be afforded at least 60 days to complete the painting or repainting work from the date of receipt of the request from the City Manager,and(iii)LESSEE shall not be required to paint or repaint any given pole or cable more than once annually,provided the previous painting or repainting was in accordance with this subpart LESSOR AND LESSEE agree that (i) it is impracticable or extremely difficult to determine what the actual damages to LESSOR would be for a violation of this subpart by LESSEE, and how those damages might be calculated, (ii) they have made a reasonable endeavor to estimate fair compensation for such a violation, and (iii) upon doing so, they have concluded that $100 per day represents a fair and reasonable estimate of such damages Accordingly, and without limiting the applicability of any other provision of this Lease Agreement,LESSOR AND LESSEE agree that LESSEE shall be liable for payment of liquidated damages to LESSOR in the amount of$100 for each day that a violation of this subpart by LESSEE exists(i e , until the violation has been satisfactonly addressed by LESSEE as determined by LESSOR's City Manager in his or her sole discretion) " 8 City Termination for Convenience Article 5 (Termination) of the Agreement is hereby amended to read in its entirety as follows (additions shown in bold italics, deletions in stfikettifeugh) "A Notwithstanding any other provision of this Lease Agreement, LESSOR shall have the right to terminate this Lease Agreement(including any holdover term) at any time,for any reason or no reason, upon a minimum of 180 days'advance notice to LESSEE. Such notice shall be given to LESSEE by certified mail, return receipt requested, and shall be effective on the date set forth therein,subject to compliance with this paragraph. By the effective date of such notice,LESSEE shall deliver to LESSOR a recordable Quitclaim Deed releasing all of LESSEE's interest(s)in LESSOR's Property. On the effective date of such notice, this Lease Agreement shall terminate, and such termination shall relieve both parties of any further obligations under this Lease Agreement, although each shall continue to have any and all remedies for any breach of a lease obligation which occurred prior to the date of termination. 01203 0015/534435 15 A B. Notice of LESSEE's exercise of its right to terminate this Lease Agreement pursuant to Section 4B, above, shall be given to LESSOR in writing by certified mail, return receipt requested, and shall be effective upon receipt of such notice by LESSOR Such notice of termination shall be accompanied by a recordable Quitclaim Deed releasing all of LESSEE's interest(s) in LESSOR's Property 1 Upon LESSOR's receipt of such a termination notice, this Lease Agreement shall terminate, and such termination shall relieve both parties of any further obligations under this Lease Agreement although each shall continue to have any and all - remedies for any breach of a lease obligation which occurred prior to the date of termination B C. LESSEE,upon the expiration or termination of this Lease Agreement, shall, within a sixty (60) —day period, remove its personal property and fixtures and restore the property to its original condition,reasonable wear and tear excepted At LESSOR's option, when this Lease Agreement expires or is terminated and upon advance written notice to LESSEE, LESSEE shall leave LESSEE's improvements, other than its personal property and fixtures, to become the property of LESSOR LESSOR may retain any advance rent until such removal and restoration have been completed to LESSOR's reasonable satisfaction, but LESSOR shall immediately thereafter refund any unearned rent(i e , rent unearned on the date such removal and restoration are completed)to LESSEE " 9 Future Colocations. Lessor and Lessee acknowledge the possibility that one or more third parties may, currently or in the future, be interested in obtaining the approval, authorization, and/or agreement of Lessor and/or Lessee to colocate or otherwise place or install telecommunications equipment or facilities on or within the Leased Premises Lessee agrees and warrants that it will not, at any time or under any circumstances, knowingly, purposefully or intentionally interfere with, obstruct, or limit any effort of Lessor to (1) freely and independently communicate with such third party(ies) for any purpose or at any time, (2) require that such third party(ies)obtain any City permits or approvals that City, in its sole discretion, deems necessary or required for the proposed project or activity, or (3) require, negotiate, procure, or enter into any separate lease or license agreement with any such third party related to authorization of such third party to use, occupy, access or traverse the Property or any portion thereof, irrespective of the rate or amount of rents, license fees, or other compensation to City or any other term or provision that may be contemplated, contained, or provided for in such agreement The preceding shall not be deemed to (i) limit or restrict Lessee's and/or American Tower's (as defined below) ability to independently communicate with any such third party(ies) for any purpose or at any time on their own accord, provided such communications are in compliance with the terms of the Agreement (including this Section), or (ii) limit or restrict Lessee's and/or American Tower's (as defined below) ability to independently enter into separate agreements with any such third party(ies), provided such agreements are in compliance with the terms of the Agreement (including this Section) This Section 9 shall be deemed incorporated into the Agreement effective as of the Commencement Date 10 Continuing Effect of Agreement. Except as amended by this Amendment, all provisions of the Agreement shall remain unchanged and in full force and effect From and after 01203 0015/534435 15 the date of this Amendment, whenever the term "Agreement" appears in the Agreement, it shall mean the Agreement, as amended by this Amendment to the Agreement 11 Affirmation of Agreement; Warranty Re Absence of Defaults Lessor and Lessee each ratify and reaffirm each and every one of the respective nghts and obligations arising under the Agreement Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein Each party represents and warrants to the other that the Agreement is currently an effective,valid,and binding obligation Lessee represents and warrants to Lessor that, as of the date of this Amendment, Lessor is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a matenal default under the Agreement Lessor represents and warrants to Lessee that, as of the date of this Amendment, Lessee is not in default of any matenal term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a matenal default under the Agreement 12 Adequate Consideration. The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment 13 Authority. The persons executing this Amendment on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment on behalf of said party, (iii) by so executing this Amendment, such party is formally bound to the provisions of this Amendment, and (iv) the entering into this Amendment does not violate any provision of any other agreement to which said party is bound 14 ATC Sublease. As referenced in Section 6 of the Sixth Amendment to Building Lease Agreement, Lessee and/or its parent, affiliates, subsidiaries and other parties identified therein, entered into a sublease agreement (the "ATC Sublease") with California Tower, Inc , a Delaware Corporation,and/or its parents,affiliates and subsidiaries("American Tower"),pursuant to which Amencan Tower subleases, manages, operates, and maintains, as applicable, the Leased Premises, all as more particularly described therein Lessee hereby acknowledges that the ATC Sublease is in full force and effect In connection with the responsibilities of American Tower pursuant to the ATC Sublease, Lessee has also granted Amencan Tower a limited power of attorney (the "POA") to, among other things, prepare, negotiate, execute, deliver, record and/or file certain documents, including this Amendment,on behalf of Lessee,all as more particularly set forth in the POA 15 Memorandum of Amendment for Recordation. Neither party shall record this Amendment Notice of this Amendment shall be placed in the public record at the expense of Lessee by recordation of a "Memorandum of Amended Lease" in the form attached hereto as Exhibit "A " Such document shall be executed by Lessor with an attest, and executed by Lessee with a notary acknowledgment, at the time this Amendment is executed, and shall be recorded with the Los Angeles County Recorder's Office within a reasonable time after the execution of 01203 0015/534435 15 this Amendment Upon the expiration or termination of the Lease (as amended), Lessee shall, immediately on Lessor's request, execute and deliver to Lessor a quitclaim deed to the Property, in recordable form, designating Lessor as transferee 16 Counterparts.This Amendment may be executed in one or more counterparts,and by the respective parties hereto in separate counterparts, each of which when executed shall be deemed to be an onginal but all of which taken together shall constitute one and the same Amendment [SIGNATURES ON FOLLOWING PAGE] 01203 0015/534435 15 IN WITNESS WHEREOF,the parties hereto have executed this Amendment on the dates set forth below, with express intent that this Agreement be effective as of July 1, 2019 LESSOR: CITY OF RANCHO PALOS VERDES, a municipal corporation otko:20c).1cli Enc Alegna, Ma or Date u 3/10/62/ ATTEST 1P"EmilyçZ4JL , orn, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP N William W Wy e , City Attorney LESSEE: LOS ANGELES SMSA LIMITED PARTNERSHIP, a California limited partnership, dba Venzon Wireless By California Tower, Inc , a Delaware corporation Its Attorney-In-Fact Name Title Date NOTE LESSEE'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE PARTNERSHIP FORMATION DOCUMENTS OR OTHER RULES OR REGULATIONS APPLICABLE TO LESSEE'S BUSINESS ENTITY 01203 0015/534435 15 IN WITNESS WHEREOF,the parties hereto have executed this Amendment on the dates set forth below,with express intent that this Agreement be effective as of July I,2019 LESSOR: CITY OF RANCHO PALOS VERDES,a municipal corporation Enc Alegna,Mayor Date ATTEST Emily Colborn,City Clerk APPROVED AS TO FORM: ALESHIRE&WYNDER,LLP William W Wynder, City Attorney LESSEE: LOS ANGELES SMSA LIMITED PARTNERSHIP,a California limited partnership,dba Verizon Wireless By California Tower, Inc,a Delaware corporation Its Attorney-In-FactAgLi(lailatte Name Title Carol Mame Date Senior Counsel, US Tower 3/ 3(ZCZ/ NOTE LESSEE'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE PARTNERSHIP FORMATION DOCUMENTS OR OTHER RULES OR REGULATIONS APPLICABLE TO LESSEE'S BUSINESS ENTITY 01203.0015/534435.15 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF MASSACHUSETTS COUNTY OF MIDDLESEX On 2021 before me, N erso nrur cauite I proved to me on the basis o satisfactory evidence to be the ers1111--'on(s) whose names(s)ips/a�re subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capch teeand that by his/her/their signature(s) on the mstrument the executed the instrument person(s),or the entity upon behalf of which the person(s) acted, I certify under PENALTY OF PERJURY under the laws of the State of Cahfop' �� limmisf"'' and correeta �g ' bgug paragraph is true O 0144 M WITNESS my hand and official seal `,2c�-k zs XP/4) y� p�N .GG co It cr m Signature • r j , ( _ V 4 9SSNi NUSN NAL Though the data below us not required by law,it may prove valuable to prevent frpersons relying on the document and could audulent reattachment of this form CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL ❑ CORPORATE OFFICER TITL ❑ PARTNER(S) 0E(S) LIMITED TITLE OR TYPE OF DOCUMENT ❑ ATTORNEY-1N-FACT 0 GENERAL ❑ TRUSTEE(S) 11:1GUARDIAN/CONSERVATOR NUMBER OF PAGES ❑ OTHER SIGNER IS REPRESENTING. (NAME OF PERSON(S)OR ENTITY(IES)) DATE OF DOCUMENT SIGNERS OTHER THAN NAMED ABOVE 012010015/534435 15 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 :r-c r �-,r-r�ct � . .-< c-,-c_,u- cc c-cu:ecrrnsr.,cr.4-c-t,: r.=rs<-A-=‹rc nsrcrcrc crcrsrs r.,crcr�r�rr� 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 Los flnctiP.lcs ) On Norco. 3a i aoa-1 before me, sa:PYIwviv-e rt.-TctKadr-tv fq v‘464.0 OAc.. , Date Here Insert Name and Title of the Officer personally appeared Eri c. Al-e y a. Nameiz'of SrgneJ who proved to me on the basis of satisfactory evidence to be the person(a)'whose name($)'is/are- subscribed s/armsubscribed to the within instrument and acknowledged to me that he/shelfhey-executed the same in his/her/their authorized capacity(ies),and that by his/ber/therrtignature(s)-on the instrument the person); or the entity upon behalf of which the person(s)"acted, executed the instrument I certify under PENALTY OF PERJURY under the laws TERESA 11;111. ERA TAK A of the State of California that the foregoing paragraph Notary Public California is true and correct i Los Angeles County t ' Commission R 2290614 My Comm Expires Jun 26 2023 WITNESS my hand and official seal Signature .P,�ca- - �,�sa.-fG�� Signature of No 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 '41 Fime►,cimer,f -4) btu(ob el- I eG S-c. cl 1 7/I/•10l9 Document Date Number of Pages I I 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 e:s=c.. cc �c^ .r.cs-_,�=c.�c. . �-c.. 1-z—x-v cx.-cA=.4.. c w AL= .mac sc,.--- .xx-csuzc w.c. . xu..x,�c-z ©2016 National Notary Association •www NationalNotary org • 1-800-US NOTARY(1-800-876-6827) Item#5907 SIXTH AMENDMENT TO BUILDING LEASE AGREEMENT THIS SIXTH AMENDMENT TO THE BUILDING LEASE AGREEMENT ("Amendment") by and between the CITY OF RANCHO PALOS VERDES ("Lessor") and LOS ANGELES SMSA LIMITED PARTNERSHIP, DBA VERIZON WIRELESS ("Lessee") is effective as of the 1st day of July, 2016. RECITALS A. On February 16, 1988, Lessor and Lessee entered into that certain Building Lease Agreement ("Agreement") whereby Lessor agreed to lease certain real property and grant an irrevocable, non-exclusive easement to Lessee for ten (10) years in exchange for payment by Lessee. On November 4, 2015, Lessor and Lessee executed the Fifth Amendment to the Agreement, which extended the term of the Agreement until June 30, 2016. B. Lessor and Lessee now desire to amend the Agreement to extend the term until either June 30, 2019, or until Rancho Palos Verdes City Hall, located at 30940 Hawthorne Boulevard,Rancho Palos Verdes, California 90275, is reconstructed, as defined below,whichever occurs first. TERMS 1. Extension of Term. The term of this Agreement is hereby extended until either June 30, 2019, or until Rancho Palos Verdes City Hall, located at 30940 Hawthorne Boulevard, Rancho Palos Verdes, California 90275,undergoes reconstruction,whichever occurs first. For the purposes of this Agreement,"reconstruction"includes any discretionary or necessary construction, demolition, repair, remodeling, or retrofitting activity that interferes with the Lessee's use of its wireless telecommunications facilities or any accessory equipment such that the facilities or equipment require removal or replacement. The decision to engage in such reconstruction shall be in the sole discretion of the Lessor, and Lessor shall provide Lessee at least sixty (60) notice of commencement of such reconstruction, at which commencement the term shall terminate. 2. Continuing Effect of Agreement. Except as amended by this Agreement, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment, whenever the term "Agreement" appears in the Agreement, it shall mean the Agreement, as amended by this Amendment to the Agreement. 3. Affirmation of Agreement; Warranty Re Absence of Defaults. Lessor and Lessee each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement. Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein. Each party represents and warrants to the other that the Agreement is currently an effective,valid,and binding obligation. Lessee represents and warrants to Lessor that, as of the date of this Amendment, Lessor is not in default of any material term of the Agreement and that there have been no events that, with 01203.0015/304312.1 the passing of time or the giving of notice, or both, would constitute a material default under the Agreement. Lessor represents and warrants to Lessee that, as of the date of this Amendment, Lessee is not in default of any material term of the Agreement and that there have been no events that,with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement. 4. Adequate Consideration. The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment. 5. Authority. The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party,(iii)by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. 6. ATC Sublease. Lessee and/or its parent, affiliates, subsidiaries and other parties identified therein,entered into a sublease agreement(the"ATC Sublease")with California Tower, Inc., a Delaware corporation and/or its parents, affiliates and subsidiaries ("American Tower"), pursuant to which American Tower subleases,manages, operates and maintains,as applicable,the Leased Premises, all as more particularly described therein. Lessee hereby acknowledges that the ATC Sublease is in full force and effect. Lessor hereby agrees and acknowledges that Lessor consents to the ATC Sublease. [SIGNATURES ON FOLLOWING PAGE] 01203.0015/304312.1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written. Lessor: CITY OF RANCHO PALOS VERDES 1 A ri: fi c, p s ell, Mayor mi y Col 4 , •. Clerk APPROVED AS TO FORM: ALESHIRE& WYNDER, LLP ' / Dave Ales • e, City Attorney Lessee: LOS ANGELES SMSA LIMITED PARTNERSHIP, DBA VERIZON WIRELESS By: Name: Title: By: Name: Title: Address: NOTE: LESSEE'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO LESSEE'S BUSINESS ENTITY. 01203.0015/304312.1 CALIFORNIA ALL-PURPOSE 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 LOS ANGELES On ,2016 before me, ,personally appeared ,proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, 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. WITNESS my hand and official seal. Signature: OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL ❑ CORPORATE OFFICER TITLE(S) TITLE OR TYPE OF DOCUMENT ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) NUMBER OF PAGES ❑ GUARDIAN/CONSERVATOR ❑ OTHER SIGNER IS REPRESENTING: DATE OF DOCUMENT (NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE 01203.0015/304312.1 CALIFORNIA ALL-PURPOSE 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 LOS ANGELES On ,2016 before me, ,personally appeared ,proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, 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. WITNESS my hand and official seal. Signature: OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL El CORPORATE OFFICER TITLE(S) TITLE OR TYPE OF DOCUMENT ❑ PARTNER(S) El LIMITED ❑ GENERAL El ATTORNEY-IN-FACT ❑ TRUSTEE(S) NUMBER OF PAGES ❑ GUARDIAN/CONSERVATOR ❑ OTHER SIGNER IS REPRESENTING: DATE OF DOCUMENT (NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE 01203.0015/304312.1 A This page is part of your document-DO NOT DISCARD +pP� jos 20160270295��►� '�` HU Dill UN i DIII HID 11011 1 HII ii I II Pgg;: } 4 Rxorded/Filed in Official lcial Recortlst7 !�kiRecorder's Office, Los Angeles County,ty, California��M)' 03/11/16 AT 01:52PM FEES: 30.00 TAXES: 0.00 OTHER: 0.00 PAID: 30.00 I VIII IIII III II II III VIII IIIIII IIII II IIII III IIIIII II IIII IIII LEADSN EET IIII I I VIII II I I VIII I II III III III I I II IIII VIII III II III 201603113290038 00011817376 IIIMIIO1I �00742IIIIIIY0I1W 9094 SEQ: 01 DAR - Counter (Upfront Scan) 11111111111111110111111111011111111111111111111111111111111111111111111111111111111111111 111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111 - THIS FORM IS NOT TO BE DUPLICATED - RECORDING REQUESTED BY; AND 0311112016 WHEN RECORDED RETURN TO: *20160270295* City of Rancho Palos Verdes 30940 Hawthorne Blvd. Rancho Palos Verdes, California 90275 Attention: City Clerk [Space Above For Recorder's Use Only] The undersigned declares that this Memorandum of Lease is exempt from Recording Fees pursuant to California Government Code Section 27383 and exempt from Documentary Transfer Tax pursuant to California Revenue and Taxation Code Section 11922. MEMORANDUM OF AMENDED LEASE THIS MEMORANDUM OF AMENDED LEASE (this "Memorandum") is dated as of the *1Y day of No✓eY443eft , 2016, and is executed by the CITY OF RANCHO PALOS VERDES, a California municipal corporation ("Lessor"), and LOS ANGELES SMSA LIMITED PARTNERSHIP, a California limited partnership, dba Verizon Wireless ("Lessee"). RECITALS A. Lessor and Lessee previously recorded with the Los Angeles County Recorder's Office a Memorandum of Lease Agreement as document number 88- 1290381, regarding that certain Building Lease Agreement and Addendum to Building Lease Agreement, each dated February 16, 1988 (the "Original Lease"). B. Lessor and Lessee amended the Original Lease by that certain Second Amendment to Lease Agreement dated January 17, 1995, as further amended by that certain Third Amendment to Lease Agreement dated February 19, 2008, as further amended by that certain Fourth Amendment to Building Lease Agreement dated June 16, 2009, and as further amended by that certain Fifth Amendment to Building Lease Agreement of even date herewith (as amended, collectively the "Amended Lease"). B. Pursuant to the Original Lease as modified by the Amended Lease, Lessor has agreed to lease and demise to Lessee, and Lessee has agreed to lease and accept from Lessor, portions of the real property located in the City of Rancho Palos Verdes, County of Los Angeles, State of California, at 30940 Hawthorne Boulevard (the "Property"), that are more particularly described in the Original Lease and Amended Lease. D. Lessor and Lessee now desire to enter into this Memorandum to provide record notice of the Amended Lease to comply with Section 37393 of the Government Code. ATC Site No. 300810 AGREEMENT NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Lessor and Lessee agree as follows: Lease. Lessor has leased the Property to Lessee pursuant to the Amended Lease, for an additional term of two (2) years expiring June 30, 2016, at the rental and upon the other terms and conditions set forth in the Amended Lease, which terms and conditions are incorporated herein by this reference. American Tower. Lessee and/or its parent, affiliates, subsidiaries and other parties identified therein, entered into a sublease agreement with California Tower, Inc., a Delaware corporation and/or its parents, affiliates and subsidiaries ("American Tower'), pursuant to which American Tower subleases, manages, operates and maintains, as applicable, the Lessee's leased premises, all as more particularly described in said sublease. In connection with these responsibilities, Lessee has also granted American Tower a limited power of attorney (the "POA") to, among other things, prepare, negotiate, execute, deliver, record and/or file certain documents on behalf of Lessee, all as more particularly set forth in the POA. Purpose. This Memorandum is prepared for the purposes of recordation only and in no way modifies the terms and conditions of the Amended Lease. In the event any provision of this Memorandum is inconsistent with any term or condition of the Amended Lease, the term or condition of the Amended Lease shall prevail. Counterparts. This Memorandum 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. [SIGNATURES BEGIN ON NEXT PAGE] ATC Site No. 300810 IN WITNESS WHEREOF, the Parties hereto have executed this Memorandum of Amended Lease as of the date first written above. LESSOR: City of Rancho Palos Verdes, ��.•••••s•lif.,, a California municipal corpor.tion ,‘(,tt ,CIT 1,, ',, 7 .... CA,V0.11,•,,,a 44\$,, By: -• i. r; , 1.,L. / / 4 - K n Dyda, M. or t` c, /• v *+rte T : = =ATTEST: ,,,,., -, :, �, ', r w s P' r -,. ifA— I - i disi4.6e./L., Carla Morreale, City Clerk APPROVED AS TO FORM: David J. Ales ire, City Attorney LESSOR 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 Los Angeles ) City of Rancho Palos Verdes ) On before me, , Date Insert Name . d Title of the Officer personally appeared _ ho proved to me on the basis of Name of Signer(s) %se satisfactory evidence to be the person(• name(s) is/are subscribed to the within instrument and acknowledged to t- `�= ► /she/they executed the same in his/her/their 0 authorized capacity(ies), and th.l t ' is/her/their signature(s) on the instrument the person(s), or the entity upon : f of which the person(s) acted, executed the instrument. $ I certify under PENAL • ERJURY under the laws of the State of California that the o ego g paragraph f r in r raph i- u= and correct. WITNESS my hand a,• official seal. Place •tary Seal Above Signature of Notary Public ATC Site No. 300810 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 California ) County ofLD$ ) On CMDrr&Jbefore me, e Abia ry Fame_ Date Here Insert Name and Title of the Officer Pp personallyappeared -een byd _ Name(s)of Signer(s) who proved to me on the basis of satisfactory evidence to be the person,'whose nameWs/aye-- subscribed to the within instrument and acknowledged to me that he/sbaherexecuted the same in his/ ' authorized capacityf j s)"and that by his/h r/thoir signature 'on the instrument the person (,a')" or the entity upon behalf of which the personjal acted, 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. =trATA0(irtal7 WITNESS my hand and o • 'al seal. COMM.#2085504 iw.4,...4.; -4,; NOTARY PUBLIC•CALIFORNIA g 1 LOS ANGELES COUNTY - Signature y•js�'` Commission Expires NOV 7,2018 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: G�✓�✓�✓\��✓�✓,�✓�✓�✓\✓��✓,�✓�✓ice✓ice✓ice✓ice✓ice✓ice✓i�✓i\✓�ice✓ice✓i�✓,ice✓ice✓ice✓ice✓i��ice✓ice✓ice✓ice✓ice✓ice✓ice✓i�✓i\�ice✓ice✓ice✓i�✓,ice✓ice✓i�✓,ice✓i ©2014 National Notary Association •www.NationalNotary.org • 1-800-US NOTARY(1-800-876-6827) Item#5907 a LESSEE: Los Angeles SMSA Limited Partnership, a California limited partnership, dba Verizon Wireless By: California Tower, Inc. Title: Attorney-In-Fact By: Name. Shawn Lanier Title: Vice President-Legal Date: 2- c ! (6, 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. i n ci 5'5A ChvfSeP-S State of ) County of e ) do'C's+,..----- On -ev( . rc/6 before me 54'4. i ii(-eC--- , NotaryPublic, personally appeared r - who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his 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 the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. kl.i: 1'4 69"// %\,-% •-;4: 6,;v-':V,,, (1%-,":' ----.'1-' -'-e0 13((,.*-SS Zzb.r67 ' \f Notary P ` t .0"*.V --- ' F. :. . r i,-/- .77r %/kn..' '/®a :'/� .�. J-' `_•+�`````O ///,':1., Place Notary gbp AtSbve ATC Site No. 300810 A AMERICAN TOWER. CORPORATION AMERICAN TOWER CORPORATION ASSISTANT SECRETARY'S CERTIFICATE I,Chad J. Lindner, a duly elected and acting Assistant Secretary of American Tower Corporation, a Delaware corporation(the"Company'),hereby certify that pursuant to the Company's Delegation of Authority Policy, Shawn Lanier, Vice President of American Tower Delaware Corporation, has been granted the authority to execute,on behalf of the Company and each of its directly and indirectly held subsidiaries,any contracts, certificates, agreements or other documents to be executed relating to: 1) the identification, negotiation and acquisition of new telecommunications antenna sites on behalf of the Company, including, but not limited to, non-disclosure agreements, confidentiality agreements, letters of intent, memoranda of understanding, asset purchase agreements,stock purchase agreements,membership interest agreements,and/or merger agreements, and any amendments to,or renewals of, such agreements and documents(collectively,"Acquisition Materials'); and 2) the ownership, operation, management, licensing, or leasing of existing telecommunications antenna sites(such activities,collectively, "Core Business'') on behalf of the Company including, but not limited to, non-disclosure agreements, confidentiality agreements, letters of intent, memoranda of understanding, management agreements, consulting agreements, lease agreements, license agreements, termination agreements, settlement agreements, release agreements, assignments, estoppels, certificates, deeds, and any amendments to, or renewals of, such agreements and documents (collectively, "Operational Materials," and, together with Acquisition Materials, "Executable Materials"). Provided that,the annualized monetary impact with respect to the Executable Materials in connection with any particular transaction shall not exceed: 1) in the case of unbudgeted capital or expense spending with respect to Core Business investments,acquisitions and dispositions, One Hundred Thousand Dollars and /100 ($100,000.00);and 2) in the case of budgeted capital/expense spending,the lesser: of(I)the amount set forth with respect to such capital/expense item in the applicable budget, and(ii) Five Hundred Thousand Dollars and°°,100($500,000.00). IN WITNESS WHEREOF, I have hereunto signed my name as Assistant Secretary of the Company, this ' day of September 2013. Chad J. Lindner Assistant Secretary FIFTH AMENDMENT TO BUILDING LEASE AGREEMENT This FIFTH AMENDMENT TO BUILDING LEASE AGREEMENT ("Amendment') is made and entered into as of the "? day of /V'vM5t) . , 2016 by and between the City of Rancho Palos Verdes, a California municipal corporation ("Lessor'') and Los Angeles SMSA Limited Partnership, a California limited partnership, dba Verizon Wireless ("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, Lessor and Lessee are parties to that certain Building Lease Agreement and Addendum to Building Lease Agreement, each dated February 16, 1988, as amended by that certain Second Amendment to Lease Agreement dated January 17, 1995, as further amended by that certain Third Amendment to Lease Agreement dated February 19, 2008, and as further amended by that certain Fourth Amendment to Building Lease Agreement dated June 16, 2009 (as amended, collectively the "Lease"), whereby Lessor leases to Lessee a portion of Lessor's property as more particularly set forth in the Lease; and WHEREAS, Lessee and/or its parent, affiliates, subsidiaries and other parties identified therein, entered into a sublease agreement with California Tower, Inc., a Delaware corporation and/or its parents, affiliates and subsidiaries ("American Tower''), pursuant to which American Tower subleases, manages, operates and maintains, as applicable, Lessee's leased premises, all as more particularly described therein; and WHEREAS, Lessee has granted American Tower a limited power of attorney (the "POA") to, among other things, prepare, negotiate, execute, deliver, record and/or file certain documents on behalf of Lessee, all as more particularly set forth in the POA; 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: ATC Site No. 300810 1. Defined Terms. Any capitalized terms used in this 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, with said term commencing on July 1, 2014, 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: Lessee: Los Angeles SMSA Limited Partnership, dba Verizon Wireless 180 Washington Valley Road Bedminster, New Jersey 07921 Attn: Network Real Estate Site Name: Palos Verdes With copy to: American Tower Attn: Land Management 10 Presidential Way Woburn, MA 018001 4. Representations and Warranties of Lessee. Lessee hereby represents and warrants to Lessor as of the date hereof, to the best of the actual knowledge of the person executing this Amendment on behalf of Lessee without independent investigation or inquiry 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 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 Amendment. 6. Conflict. In the event of a conflict between any term or provision of the Lease and this Amendment, the terms and provisions of this Amendment shall control. 7. Captions. All captions are for reference purposes only and shall not be used in the construction or interpretation of this Amendment. ATC Site No. 300810 8. Counterparts; Duplicate Originals. This 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 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 Amendment, Lessee shall also execute and deliver to Lessor a memorandum of lease in the form attached hereto as Exhibit A attached hereto and incorporated herein by reference (duly acknowledged by a notary) which Lessor may then execute and record. Upon the expiration or termination of the Lease, Lessee shall, at Lessor's written request, execute and deliver to Lessor a release in recordable form. 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 Amendment on behalf of Lessee, in accordance with the POA referenced herein, and that this Amendment is binding upon Lessee. 11. Ratification and Reaffirmation. Lessor and Lessee do hereby ratify, reaffirm, adopt, contract for, and agree to be or continue to be, as the case may be, bound by all of the terms and conditions of the Lease. Except as modified herein, all of the terms and conditions of the Lease are incorporated by reference herein as if set forth at length. It is acknowledged and agreed that the execution of this Amendment by the Lessor and Lessee is not intended to and shall not constitute a release of the Lessor and/or Lessee from any and all obligations or liabilities which they have to each other under and pursuant to the terms of the Lease, and the Lessor and Lessee are not released from any such liabilities or obligations. [Signatures Appear on Following Page] ATC Site No. 300810 IN WITNESS WHEREOF, the Parties hereto have entered into this Amendment as of the date set forth in the introductory paragraph. LESSOR: City of Rancho Palos Verdes, a California municipal corporation ATTEST: , �: B , // By: y. Ken Dyda, Ma or Carla Morreale, City Clerk APPROVED AS TO FORM: By: David J. Ale ire, City Attorney ATC Site No. 300810 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 Califo nia County of 40,6 ) OnitarCk_ / ,it0 before me, a_itiorie Noieuy / nn Date Here Insert Name and Title of the Officer personally appeared ee-fi Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the persor s)'whose nameigrgLarue subscribed to the within instrument and acknowledged to me that he/s4either executed the same in his/ authorized capacity 's and that by his/ ignatur'on the instrument the personf ' or the entity upon behalf of which the person acted, 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. WITNESS my hand and offi ' eal. . '��-, CARLA MORREALE •- =� COMM.#2085504 / 4,> NOTARY PUBLIC•CALIFORNIA Signature 14 LOS ANGELES COUNTY Lwwwwwwwwytr; . CommissionwwwwwwwwwwlExpires NOV 7,2018 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: li�✓��✓\��✓/�✓,�✓/�✓�\��✓`✓�✓\��✓�✓,�✓�✓/�✓�✓,�✓�✓,ice✓i�✓i`✓i`✓ice✓ice✓i�✓i`�ice✓i�✓,ice✓ice✓ice✓ice✓ice✓ice✓i�✓,ice✓i�✓,ice✓ice✓/ice✓ice✓i�✓�/ice✓,i ©2014 National Notary Association •www.NationalNotary.org • 1-800-US NOTARY(1-800-876-6827) Item#5907 LESSEE: Los Angeles SMSA Limited Partnership, a California limited partnership, dba Verizon Wireless By: California Tower, Inc. Title: Attorney-In-Fact By: Name: Shawn Lanier Title: Vice Pres ent-Legal Date: Z 2k I ie LESSEE ACKNOWLEDGMENT Commonwealth of Massachusetts ) County of Middlesex ) ,e-u ,� JAthe On thisrr-dayof , 2016, before me, , undersigned Notary Public, p -rsonally appeared 5h4-14,t,r, ,J .L who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his 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 the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Sgrlatur- -''drota ublic :P'r *, c '' , , Place Notary Seal Above 0 "1r\y . o PA: 0.•\ ATC Site N o. 300810 A AMERICAN TOWER CORPORATION AMERICAN TOWER CORPORATION ASSISTANT SECRETARY'S CERTIFICATE I, Chad J. Lindner, a duly elected and acting Assistant Secretary of American Tower Corporation, a Delaware corporation (the"Company"), hereby certify that pursuant to the Company's Delegation of Authority Policy, Shawn Lanier, Vice President of American Tower Delaware Corporation, has been granted the authority to execute, on behalf of the Company and each of its directly and indirectly held subsidiaries, any contracts, certificates, agreements or other documents to be executed relating to: 1) the identification, negotiation and acquisition of new telecommunications antenna sites on behalf of the Company, including, but not limited to, non-disclosure agreements, confidentiality agreements, letters of intent, memoranda of understanding, asset purchase agreements,stock purchase agreements, membership interest agreements, and/or merger agreements, and any amendments to, or renewals of, such agreements and documents(collectively, "Acquisition Materials''); and 2) the ownership, operation, management, licensing, or leasing of existing telecommunications antenna sites (such activities, collectively, "Core Business') on behalf of the Company including, but not limited to, non-disclosure agreements, confidentiality agreements, letters of intent, memoranda of understanding, management agreements, consulting agreements, lease agreements, license agreements, termination agreements, settlement agreements, release agreements, assignments, estoppels, certificates, deeds, and any amendments to, or renewals of, such agreements and documents (collectively, "Operational Materials," and, together with Acquisition Materials, "Executable Materials'). Provided that, the annualized monetary impact with respect to the Executable Materials in connection with any particular transaction shall not exceed: 1) in the case of unbudgeted capital or expense spending with respect to Core Business investments, acquisitions and dispositions, One Hundred Thousand Dollars and°1100 ($100,000.00); and 2) in the case of budgeted capital/expense spending,the lesser: of(I)the amount set forth with respect to such capital/expense item In the applicable budget, and (ii) Five Hundred Thousand Dollars and 1100($500,000.00), IN WITNESS WHEREOF, I have hereunto signed my name as Assistant Secretary of the U' Company, this ' day of September 2013. Chad J. Lindner Assistant Secretary Y 'tip FOURTH AMENDMENT TO BUILDING LEASE AGREEMENT This FOURTH AMENDMENT TO BUILDING LEASE AGREEMENT("Amendment") is made this 16th day of June, 2009, by and between the City of Rancho Palos Verdes ("Lessor") and Los Angeles SMSA Limited Partnership, a California limited partnership dba Verizon Wireless ("Lessee"). RECITALS WHEREAS, Lessor is the owner of that certain real property located at 30940 Hawthorne Boulevard, Rancho Palos Verdes, California(the "Property"); and WHEREAS, Lessor and Lessee are parties to that certain Building Lease Agreement and Addendum to Building Lease Agreement, each dated as of February 16, 1988, as amended by that certain Second Amendment to Lease Agreement dated January 17, 1995 and that certain Third Amendment to Lease Agreement dated February 19, 2008 (collectively, the "Lease"), whereby Lessor leases to Lessee interior space within Lessor's existing building ("Building") at the Property, antenna tower space adjacent to the Building, and utility connections between Lessee's equipment and antennas for the construction, operation, and maintenance of a communications facility, all as more particularly set forth therein; and WHEREAS, Lessor and Lessee desire to amend the Lease to (i) further extend the term thereof, (ii) provide for the automatic extension of the Lease term and (iii) 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 Amendment that are not defined herein shall have the meanings given those terms in the Lease. 2. Extension of Term. Lessor and Lessee acknowledge and agree that the Lease's current extension term will expire on June 30, 2009 (the "Current Extension Term"). Upon the expiration of the Current Extension Term, the Lease shall automatically be extended for one (1) additional extension term of five (5) years (the "Additional Extension Term") upon the same terms and conditions as amended herein. The Lessor may terminated the Lease by giving written notice thereof to Lessee at least ninety (90) days prior to July 1, 2010 or any July et thereafter during the Additional Extension Term. 3. Notices. Lessee's notice address listed in the Lease is hereby deleted in its entirety and the following is substituted in lieu thereof: Palos Verdes Fourth Amendment • "Lessee: Los Angeles SMSA Limited Partnership, dba Verizon Wireless 180 Washington Valley Road Bedminster,New Jersey 07921 Attn: Network Real Estate" 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 Amendment, all of the terms and conditions of the Lease shall remain in full force and effect. The Lease is hereby ratified and affirmed by Lessor and Lessee and remains in full force and effect as modified hereby. 6. Conflict. In the event of a conflict between any term or provision of the Lease and this Amendment, the terms and provisions of this Amendment shall control. All captions are for reference purposes only and shall not be used in the construction or interpretation of this Amendment. 7. Counterparts. This 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. IN WITNESS WHEREOF, Lessor and Lessee have executed this Amendment as of the date and year first above written. LESSOR: City of Rancho Palos Verdes APPROVE A S TO CONT NT: ATTEST: a rt 4/tia— VAA-e-d---- By: By: Larry Clar , Mayor Carla Morreale, City Clerk • Date:a e. 8 h7 APPROVED AS TO FORM: By. _ .r__.... Carol W. Lynch, CityA ttorne Yn Y Date: Palos Verdes Fourth Amendment • - r LESSEE: Los Angeles SMSA Limited Partnership, a California limited partnership dba Verizon Wireless By: AirTouch Cellular,its General Partner By: _ ktva.i2Ztt Name: Walter L. Jo -•, Jr. Title: Area Vice res. ent Network Date: % 7 9 Palos Verdes Fourth Amendment 4, . rrY GoeY THIRD AMENDMENT TO LEASE AGREEMENT THIS THIRD AMENDMENT TO LEASE AGREEMENT ("Amendment") is entered into and effective as of the 19th day of February 2008, by and between the CITY OF RANCHO PALOS VERDES ("LESSOR") and LOS ANGELES SMSA LIMITED PARTNERSHIP, a California limited partnership d/b/a Verizon Wireless ("LESSEE"), of One Verizon Way, Basking Ridge, Mail Stop 4AW 100, New Jersey 07920. RECITALS A. LESSOR is the owner of that certain real property ("LESSOR'S Property) located at 30940 Hawthorne Boulevard, in the City of Rancho Palos Verdes, in the County of Los Angeles, California. B. LESSOR and LESSEE are parties to that certain Building Lease Agreement and Addendum to Building Lease Agreement, each dated February 16, 1988 and the Second Amendment to Lease Agreement, dated January 17, 1995 (as amended, the "Lease"), pursuant to which LESSEE is leasing from LESSOR a portion of LESSOR'S Property (the "Property"). Capitalized terms used herein but not otherwise defined shall have the meaning ascribed to them in the Lease. C. LESSOR and LESSEE now desire to amend the Lease on the terms and subject to the conditions of this Amendment. AGREEMENT In consideration of the foregoing recitals and the mutual representation, warranties, covenants and conditions set forth in the Lease and herein, the parties, intending to be legally bound, agree to amend the Lease as follows: 1. With respect to Article 3 ("Term and Rent") of the Lease, a new subsection E is hereby inserted to read in its entirety as follows: The term of the Lease is hereby extended from February 28, 2008 to June 30, 2009. r ' . IN WITNESS WHEREOF, the parties hereto have entered into this Amendment to Lease as of the date set forth above. LESSOR: LESSEE: CITY OF RANCHO PALOS VERDES LOS ANGELES SMSA LIMITED PARTNERSHIP, a California limited partnership, d/b/a Verizon Wireless By: By: AirTouch Cellular, Name: Douglas W. Ster its eneral Partner Title: Mayor By: Keith A. Surratt West Area Vice President - Network ATTEST: By: i Name: Carla Morreale Title: City Clerk i ' 1 11110--- SECOND AMENDMENT TO LEASE AGREEMENT THIS SECOND AMENDMENT TO LEASE AGREEMENT (this "Amendment") is entered into and effective as of the 17th day of January 1995, by and between the CITY OF RANCHO PALOS VERDES ("LESSOR") and LOS ANGELES SMSA LIMITED PARTNERSHIP, a California limited partnership ("LESSEE") , of which AirTouch Cellular (formally known as PacTel Cellular) , a California corporation, of 3 Park Plaza, Suite 700, Irvine, California 92714 is the General Partner. RECITALS A. LESSOR is the owner of that certain real property ("LESSOR's Property") located at 30940 Hawthorne Boulevard, in the City of Rancho Palos Verdes, in the County of Los Angeles, California. B. LESSOR and LESSEE are parties to that certain Building Lease Agreement and Addendum to Building Lease Agreement, each dated as of February 16, 1988 (as amended, the "Lease") , pursuant to which LESSEE is leasing from LESSOR a portion of LESSORS's Property (the "Property") . Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Lease. C. LESSOR and LESSEE now desire to amend the Lease on the terms and subject to the conditions of this Amendment. AGREEMENT In consideration of the foregoing recitals and the mutual representation, warranties, covenants and conditions set forth in the Lease and herein, the parties, intending to be legally bound, agree to amend the Lease as follows: 1. Depiction of the Property. Exhibit "A2" to the Lease is deleted in its entirety, and Exhibit "A2" attached hereto and by this reference incorporated herein, is hereby substituted in its place. 2 . Annual Rent. Pursuant to Section 3 of the Lease, the rent for the Property has been adjusted annually on March 1st. The current rent for the property, which includes all prior annual adjustments and an additional adjustment of $3 , 000. 00 as consideration for this second amendment, is $25, 826. 93 . Thus, effective as of the date first set forth above, the number "Eighteen Thousand Dollars ($18, 000) , " in Paragraph 3 .A. of the Lease is amended to read "Twenty-Five Thousand Eight Hundred Twenty-Six and 93/100's Dollars ($25,826. 93) . " Nothing in this Section 2, however, shall be read or construed to require LESSEE to readjust any determination or payment of Annual Rent made prior to the Rent Adjustment Effective Date, March 1, 1995; provided, however, that the normal annual rent adjustment to be made on March 1, 1995 will be calculated based upon the Annual Rent payable after I+ 411 411 Amendment is effective. 3 . Scope of Agreement. Except as amended by this Amendment, the Lease shall remain in full force and effect. In addition, if there are any inconsistencies between the Lease and this Amendment, the terms of this Amendment shall prevail and control for all purposes. IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first set forth above. LESSOR: LESSEE: CITY OF RANCH PALOS VERDES LOS ANGELES SMSA LIMITED PARTNERSHIP, a California limited partnership By: By: AirTouch Cellular, Name: Lee By/ti a California corporation, Title: Mayor its General Partner ATTEST T7 By: 411,4 /a; By: 'aures D. Pr: :fi t, - Purce 1 � �� - Name. ice Pre i" Title: ty Clerk Network, ' os A •eles Market By: wir 116‘ Name: ,spy Title: AS*?. y c:\data\wp51\resol\airtouch.lse w • 1 .'1 DEPICTION OF THE PROPERTY PROPERTY LINE EXISTING AIRTOUCH EQUIPMENT (SEE LEGAL DESCRIPTION) \i... ROOM ON FIRST FLOOR ..- • ' r7,:-.--,-------) ..- . EXISTING 2 STORY BUILDING - c • EXISTING PAVED PARKING ._ I EXISTING ExIST. CONC. - PAVE 0 PARKING WALKWAY EXJLE STING • ' — 1. ,o EXISTING• EXISTING t STORY BLDG....,..::--1..,,...7.' BUILDING . . pAVEO RO�,pWAY EXISTING EXHIBIT "A2 " rage 1 of 3 , . . .... ,. , . 1 ,` • III 0w , DEPICTION OF THE PROPERTY (■KV'o (0viP.•(MT RUL0.•G(.01 A PART Or AO.‘0,104 f.4.tire, 4/C ...j 1 0 0 (..ST1.c L.t�ArrSfL�tt (int (L[CIt..(x C* .41 0 ,_.. ,,,,.c..,... , ) .tee (srSTT.c - '. ___"1"..0 AIRIOuCH 91/C ut11 Q.(RAtp1 10--111Of (*/)t•INR t� rrtT) n n t■/sitr.c i t/ • •/C►•' ,/,,, / / C (■6TAAC 1 STORY OUR 0..0 2 - V O snM+G At10uC' i (tnsT1L CO•.CACTT / tOut►v(tft ROOrr 1 FOO. / 00.MST ROOK e i ENCLOSED t/ ,, Oval um fiMG( - (t T1L(l1CTR•CAt. !i«t,t«!1«<l,ttI4MT III III III ion P Votr.c 1 I III III CIT? CaKT'.0 ARtTOUO4 Co&( soul(R&M SalS►'CNO(0 CRASS III MAC..s+0(suk.f.0 III 1 I I III III (t S?oC CC.C.(11 11.1111111. r I 1 1 3rd I I 1 (=Kc.•0I. 'o•a( (.5I..c Xt( 1 l f o�s4•nv. 4'ko,,-- III (■rS►.Ar..0•qo011 V / // I irK,INC 00.0".671 //// slOOP (Jt.STR.0 CO•CR(T('IRwAY cr' ' - ' C trISTTr•t CO•CtK t[. ,co+. .t► VSs V , t( i-','‘ dwSS "----,.--.. ,.- .✓ •✓ II‘Alip-t-- Ut?S TING Te ((S /I N EXHIBIT "A2 " Page 2 of 3 O. • v 0 0 • I • I /I. ..D. 1 7... ._ L# ( DEPICTION OF THE PROPERTY NC W WHIP ANTENNA MAXIMUM NE CHI TO TOP Or TALLEST WHIP ANTENNA NOT EXCEED 96• MAXIMUM HECHHT 10 TOP Or HIGHEST CELLULAR ANTENNA 7:11.1i16 NOT TO E xCEEO 82* '* 1.•• is NEW WHIP ANTENNAS NEW DIRECTIONAL CELLULARTO REPLACE EXISTING ANTENNAS. SIZE. HEIG►N1 ANO t SIZE ANO HECHT TO BE DIRECTION 10 BE AWL:STEC, =�, A0JuSTED TO MEET SYSTEM TO DEET SYSTEM R[OuIREMENTS REOUIREIANTS. MAJIIMVU Or MAX I I/UN IR Or (I I) DE C T10NAL CELLULAR ANTENNAS I r� (2) WHIP ANTENNAS (PREV)OUSLY APPROVED) ` (pat-vim/Su APPROVED) NEW MICROWAVE ANTENNA SIZE. HEIGHT ANO DIRECTION TO BE ADJUSTED TO MEET INTERCONNECT SYSTEM REOUIREIANTS. mAxluw Or (3) DIRECTIONAL CELLULAR ANTENNAS (PREVIOUSLY APPROVED) c-----r:\ . EXISTING WHIP ANTENNAS (NOT OWNED BY AJRTOUCH) EXISTING MONOPOLE ...' • EXISTING 2 STORY BUILDING t_ -s EXISTING TREES T EXISTING E OUIPME N T N 01 10; ,�f ,p; BUILDING (NOT A PART J • - �" �" f 0Or AIRTOUCH rACIIr) 4rs4'' ., • ti ill vs EXISTING A/C UNIT 1i all 1 4 i I EXISTING 4re i EXISTING EIECTRt(J►l �w O TRANYORMER ..�.. CABINET y . EXISTING BOu_AR D O 111 (TMP) I / \ \il it- Pr :fkr-.. ' C. .•• . ' EXISTING TREES _.-- _ , IMP \ .: \ / • . . .21.... 4 E liI►+G 1 GE f N RAZOR EX EXISTING AIR TOUCH / EXISTING ELECTRKA. S (NOT A PART Or A/C UNIT METER AIRTQIJCH FACILITY) SOUTH ELEVATION EXHIBIT "A2 " Page 3 of 3 r 1111 II/ MNOMUII HEIGHT TO TOP OF MUST WHIP ANTENNA NOT EXCEED M' MING WHIP ANTENNAS im. am' (4)NEW 111HP ANTENISAS (NOT OWNED BY MRTOUCH) — ,,TO 9E ACE DUSTING MAMMUM HEIGHT TO TOP OF HIGHEST CELLULAR ANTENNA NEW DIRECTIONAL CELLULAR U NOT TO EXCEED 82' ANTENNAS. SIZE.HEIGHT AND DIRECTION TO BE ADJUSTED TO MEET SYSTEM REOUWEMENTS WUCIMUM OF(10)DIRECIONAL ), iim (2)NEW WHIP ANTENNAS CELLULAR ANTENNAS (PREVIOUSLY D) O REPLACE C SIZE AND HEIGHT GHT TO BE ADJUSTED TO MEET SYSTEM REQUIREMENTS. (PREVIOUSLY APPROVED) (1)NEW MICROWAVE ANTENNA SZE,HEIGHT AND DIRECTION TO BE ADJUSTED TO MEET INTERCONNECT SYSTEM REQUIREMENTS. (PREVIOUSLY APPROVED) M DOSING WHIP ANTENNAS (NOT OWNED BY MRTOUCH) II EXISTING MONOPOLE (1)NEW GPS ANTENNA DOSING 2 STORY BUILDING (1)NEW LORAN WHOP ANTENNA //\& EXISTING TREES I`,• 1` 4-- 'VBUILDING(NOOEXISTING T APART _ 0 0 , OF MRTOUCH FACILrr19 i •;. i ',ipi r ,...ii i ,, - mum A/C UNIT--\\ ,si, :. ' TRA/WORMER •-•�•--- EXISTING T EI.ZCfl11dL I ,- �� -I,-- k111041 EXISTING&KURD 0 1 I - MVP') 111® 1 .1 rEXISTING TREES �� = -_,,,lif=11 ,M DUSTING GENERATOR 71:M ING MRTOUCH MIND ELECTRICAL (NOT A PART OF A/C UNIT METER MRTOUCH FACIUT) SOUTH ELEVATION SCALE: 1/16"=1'-0.. PROPRIETARY INFORMATION NOT FOR USE OR DISCLOSURE OUTSIDE AIRTOUCH CELLULAR EXCEPT UNDER WRITTEN AGREEMENT AttE ' " PALOS VERDES r IEr 30940 HAWTHORNE BLVD.. RANCHO PALOS VERDES 00 3IN - CellularLEAsEIRTOIICMEXHIBIT Al iINT EE/OUT296 LA4 LA4 1/8.-r-cr 41380100 ; CX The swum for>n heel Cel Ne eba Analog Seidl Niel Sikh Scale FED Fie No. 411 ADDENDUM TO BUILDING LEASE AGREEMENT The foregoing Building Lease Agreement by and between the City of Rancho Palos Verdes, as LESSOR thereunder, and LOS ANGELES SMSA LIMITED PARTNERSHIP, a California limited Partnership of which PacTel Cellular, a California corporation, is the General Partner, as LESSEE thereunder, is hereby deemed modified, altered and amended in order to give full force and effect to the following: 1. With respect to Article 3 ("Term and Rent") of the Lease, the first sentence of subsection B is deemed modified to read as follows in its entirety: Lessee is hereby granted options to extend this lease on the same terms and conditions for two (2) additional five (5) -year periods after the original term expires, each of which may be exercised by giving LESSOR written notice of its intention to do so at least ninety (90) days prior to the date that the then current term would otherwise end. 2 . With respect to Article 3 ("Term and Rent") , a new subsection D is hereby inserted to read in its entirety as follows: In the event LESSEE holds over at the Property after expiration of the term of this Lease, notwithstanding any acceptance of rent by LESSOR for any longer period, such holdover shall be deemed to be a month-to-month tenancy, terminable at the will of either party, and rent shall be due at the same rate, adjusted on a monthly basis, as was due for the period immediately preceding the expiration of the Lease. ` S ■ • r 411) 3 . With respect to Article 4 ("Use of the Property") , subpart C(1) is hereby deemed modified to read as follows in its entirety: It is understood and agreed that the LESSOR has plans to redevelop LESSOR'S Property, and in connection therewith, LESSOR may construct a new Civic Center at LESSOR'S Property. In the event a new Civic Center is constructed at LESSOR'S Property, LESSEE agrees that LESSOR may require LESSEE to relocate the Property to other locations on LESSOR'S Property. Such relocation shall include relocation of the easements for access to LESSEE's antenna, relocation of the equipment used by LESSEE in connection with operation of the antenna, and relocation of the antenna itself. LESSEE has advised LESSOR that any location of the antenna on LESSOR'S Property is equally suitable for LESSEE's purposes as the existing location of the antenna, so long as LESSEE continues to have reasonable access to the antenna and related equipment and so long as the antenna continues to have the same elevation above sea level, and LESSEE has acknowledged and agreed that LESSOR has a signifi- cant interest in minimizing the impact of the antenna on the aesthetics of LESSOR'S Property. Therefore, LESSEE has agreed that LESSOR shall have complete and absolute discretion as to the determination of the new locations for the Property, including the antenna, in the event of such redevelopment of LESSOR's Property; provided, however, LESSOR agrees that LESSEE shall continue to have reasonable access to the antenna and related equipment and that the antenna shall continue to have the same elevation above sea level. LESSEE also agrees that it shall cause such relocation to be accomplished within sixty (60) days after LESSEE receives written notice from LESSOR to cause such relocation. LESSOR agrees that it shall cooperate with LESSEE so that any relocation may be accomplished without interruption of LESSEE's telephone service to the public. LESSEE further agrees that any and all costs attributable to such relocation shall be borne and paid for by LESSEE. Notwithstanding the foregoing, LESSOR agrees that in the event LESSOR requires LESSEE to relocate its antenna as provided hereunder, LESSEE shall have the option of terminating this Lease by providing LESSOR with written notice of its election to do so prior to the date LESSOR requires LESSEE to complete the relocation of the Property. -2- 880225 jlw A271.JAR (5) • T • 411 111 4. With respect to Article 4 ("Use of the Property") , a new subpart C(2) is hereby deemed added thereto which shall read as follows in its entirety: LESSOR and LESSEE have discussed at length the LESSOR's interest in making LESSEE's cellular telephone service available to the public while at the same time preserving the aesthetics of the Civic Center area. Therefore, LESSEE agrees that it shall cooperate at LESSEE's sole cost and expense with any reasonable requests by LESSOR to camouflage LESSEE's antenna in the initial installation thereof on the Property, to the end that its impact on the aesthetics of the Civic Center shall be minimized. LESSEE and LESSOR also agree that after the first five (5) years of the term, LESSEE's conditional use permit may be reviewed annually by LESSOR for the purpose of determining whether advances in technology since the commencement of the Lease, or since the last review of LESSEE's conditional use permit, as the case may be, would enable LESSEE to construct an antenna of a different style or size that would have less impact on the aesthetics of the Civic Center area without degradation in the quality of LESSEE's service. If so, LESSEE agrees to install a new antenna of the design requested by LESSOR pursuant to such review within a reasonable amount of time thereafter. 5. With respect to Article 4 ("Use of the Property") , it is agreed that, subject to the provisions of Subsection C(1) of Article 4 , it shall not be unreasonable for LESSOR to refuse to consent to new construction or the erection of an additional antenna on the Property if LESSOR determines that such new construction or additional antenna shall have a negative impact upon the aesthetics of LESSOR'S Property. 6. With respect to Article 4 ("Use of the Property") , a new E is hereby deemed added thereto which shall read as follows in its entirety: -3- 880225 jird A271.JAR (5) • III , 411 Nothing contained in this Article 4 or elsewhere in his Lease shall be deemed to impair or inhibit at any time the discretion of the City Council or the City Planning Commission, or other municipal bodies having jurisdiction, to grant, refuse to grant, or to impose conditions upon LESSEE's conditional use permit. 7. Article 9 ("Utilities") is hereby deemed modified to read in its entirety as follows: LESSEE shall be responsible directly to the serving entities for all utilities required for LESSEE's use of the Property, and LESSEE shall arrange for the separate metering of electric service and any other utilities to the Property. 8. The second sentence of Section 14A is hereby deemed modified to read as follows in its entirety: LESSOR shall have the right to install or permit the installation of other antennae and antenna structures on LESSOR's Property provided that all such antennae comply with all applicable federal, state and local rules and regulations, and provided further, that if any such antenna or antenna structure interferes with LESSEE's use of the Property, LESSOR shall cause such additional antenna or antenna structure to be modified so that it shall not interfere with LESSEE's use of the Property, or it shall be removed. Paragraph 3 of the Memorandum of Lease Agreement, the form of which is attached to the Lease as Exhibit C, shall be changed accordingly prior to execution and recordation thereof. -4- 880225 jlw A271.JAR (5) 410 IN WITNESS WHEREOF, the parties hereto have entered into this Addendum to Lease as of the 16th day of February, 1988 . City of Rancho Palos Verdes / By: • Maio Attt st: City Clerk LOS ANGELES SMSA LIMITED PARTNERSHIP, a California limited partnership BY: PACTS CELLULAR, its general partner Ng' By: - . R. Hultman, President By: )1tV14/(241/4A- J. A. Mitchell, Chief Financial Officer Forte and Execution Approved LEGAL 0 ENT STEVEN N.WILSON Financial Content Approved Finance Department By + Joyce A. O e lsch la ger, C. .A. -5- 880225 jlw A271.JAR (5) 4,4 ti 410 410 BonmiGIEASEAGREEMENr THIS BUILDING LEASE AGREEMENT, made and entered into on this 16th day of February, 1988, by and between CITY OF RANCH PAIOS VERDES as owner of 30940 . the Hawthorne Boulevard, Palos Verdes, California, 90274, "LESSOR", and LOS ANGELES SMSA r --- PARTNERSHIP, a California Limited Partnership p of which PacTel Cellular, a California corporation of Irvine, California, is the General Partner, hereinafter the "LESSEE", WITNESSETH THAT: LESSOR is the owner of certain real property, hereinafter "LESSOR's Property", located at 30940 Hawthorne Boulevard, in the City of Rancho Palos Verdes in Los Angeles County, California; and, WHEREAS, LESSEE desires to lease a portion of such property, hereinafter the "Property", together with a right-of-way for access and utilities; NCM, THEREFORE, in consideration of the premises and of the mutual obligations, agreements, representations and warranties herein contained, the parties hereby agree to the following terms, covenants and conditions: 1. THE PROPERTY A. The legal description of LESSOR's Property is contained in Exhibit "Al" attached hereto and by this reference incorporated herein. B. The Property which is the subject of this lease is contained within a two-story building on LESSOR's Property, consists of interior space of approximately two hurbdred and eighty (280) square feet, located on the 1st floor, and antenna tower space adjacent to the building, and utility cable space as reasonably required to connect the 1st floor space to antennae on - the adjacent tower, and is situated substantially as sham on Exhibit "A2", which exhibit is attached hereto and by this reference incorporated herein. 2. LEASE AND IRREVOCABLE EASEMENT A. In consideration of the lease payments by LESSEE to LESSOR as agreed to herein, LESSOR hereby leases the Property to LESSEE and grants to LESSEE an irrevocable, non-exclusive easement (during the term of this lease) for ingress and egress (seven (7] days a week, twenty-four (24] hours a day) and to install and maintain undargrourd utility wires, cables, conduits and pipes between the Property and the nearest public right-of-way. The location of such easement(s) shall be subject to the LESSOR's s prior written approval, which approval shall not be unreasonably withheld or delayed, and LESSOR shall have the right to change the location of the easement for ingress and egress from time to tine, provided that LESSaR continues to provide LESSEE with access to LESSEE's utility wires, cables, conduits and pipes for maintenance purposes. IAN-H,TT-020988 1 EC88-4 1 1 r r t t 1 411 3. 'ISI AND RENT' A. This Lease Agreement shall be for an initial term of ten (10) years beginning on the first day of March, 1988 at an Annual Rent of Eighteen Thousand Dollars ($18,000.00) , which rent shall be paid annually, in advance, on the first day of March of each caleniar year to LESSOR or to such other person, firm or entity as LESSOR may, from time to time, designate in writing at least thixty (30) days in advance of any rent payment date• LESSEE shall also pay as additional rent any increases in real property taxes levied against LESSOR's Property as a result of any improvements constxucted by LESSEE or as a result of LESSEE's use of the Property. B. LESSEE is hereby options to extend this lease on the same terms and conditions for three (3) additional five (5)-year periods after the original term expires by giving LESSOR written notice of its intention on to do so at least ninety (90) days prior to the date that the then-current term would otherwise end. No option may be exercised more than one (1) year prior to the cczanencement date of the option term, and, if subsequent to the exercise of an option LESSEE shall default on its obligations under the Lease beyond the applicable cure period, the prior exercise of the option shall be void and of no force and effect. C. The parties have also agreed that there shall be annual adjustments of the rent hereunder beginning on March 1, 1989. Such annual increases or decreases shall be detexmined in the following : (1) Annual Rent shall be adjusted as of March 1, 1989, and as of March 1 of each calendar year thereafter throughout the term of this Agreement and any extensions of such term 1 of each year beginning in 1989 being an "Adjustment Date") . Such adj may result in the Annual Rent being either increased or decreased, provided, however, that in no event shall the Annual Rent be lower than the Annual Rent in effect for the year prior to March 1, 1989. Rent Adjustments shall be made as follows: (a) Me basis for computing each such adjustment (the "Base Inlex") shall be the Consumer Price Index (base year 1967 = 100) - Urban Wage Earners and Clerical Workers - Los Angeles, Anaheim, Riverside (the "Index") , published by the United States Department of Labor, Bureau of labor Statistics most recently prior to the prior Adjustment Date (or most recently published prior to March 1, 1988 in the case of the first Adjustment Date) . (b) Annual Rent payable commencing on each Adjustment Date until the next Adjustment Date shall be an amount detennined by multiplying the rent payable immediately prior to the current Adjustment Date by the most recently published Index precedirg the current Adjustment Date (the "Current Index") and dividing the product thereof by the Base Index. (c) If the Index is revised so that the base reference index for a Current Index differs from the base reference index for the appropriate Base Index, the Base Index shall be converted to the new base reference index in accordance with the conversion table published by the United States Department of Labor, Bureau of Labor Statistics.cs. If the Index is discontinued or changed in such a way that it is impossible to obtain a measurement of price charges from a prior Adjustment Date to the Adjustment LAN-H,Tom-020988 2 E 8-4 411 Date in question, the Index shall be replaced by such other governmental index or computation as woul.d provide substantially the same result as would have been obtained if the Index had not been discontinued or changed. 4. USE OF THE PROPERTY A. LESSEE may use the Property for the purpose of cmrstructing, maintaining, securing and operating a radio communications facility, including required antennae, and for any uses which are incidental . The rehabilitation of the Property to meet 's needs shall be at LESSEE's sole expense, and LESSEE shall maintain the Property in good condition and repair throughout the term, ordixeryx0mar and tear excepted. LESSEE's use of the Property shall be consistent and in compliance with all conditions of Conditional Use Permit No. 119 and any sUbsewent revisions or thereofamendments and with all laws and regulations (either now existing or passed hereafter by any governmental entity having jurisdiction) by which such uses are controlled. B. It is understood and agreed that LESSEE's ability to use the Property is dependent upon LESSEE's obtaining all of the certificates, permits and other approvals which may be rewired fram any federal, state or local authority and/or any easements which are rewired frac n any third parties. LESSOR shall cooperate with LESSEE, but at no expense to LESSOR, in its efforts to obtain such approvals and/or easements. If any application by LESSEE for any such certificate, permit, license, easement or approval is finally denied or rejected, or if any such certificate, permit, license, easement or approval is canceled, or expires, or lapses or is otherwise withdrawn or terminated, or if, due to tedhnological Changes or for any other reason, LESSEE, in its sole discretion, determines that it will be unable to use the Property for LESSEE's intended purposes, then LESSEE shall have the right to immediately terminate this Lease AgreEmEnt. C. The PacTel instaLUitjkriwill consist of equipment space in an . existing, city-owned two-storybuilding and an eighty foot (80') tall unguyed - utility pole with rewired antennae (Exhibit "A2") . Any additional construction on (or the erection of any additional antennae) by LESSEE will require the prior written approval of LESSOR, which approval will not be unreascnably' witheld or delayed. (1) It is understood and agreed that the City has plans to construct a new Civic Cemtarcienmaoment at 30940 Hawthorne Etulevard. In such event, LESSEE agrees to relocate the PacTel facilities to another location upon LESSCWs Property. LESSOR shall have the right to rewire LESSEE to relocate within sixty (60) days aftmr LESSEE receives notice frau LESSOR to another location on LESSOR's Property if =OR should need the original premises for the new Civic Center, provided (1) the new location is equally suitable for transmitting and receivirg cellular telephone transmissions, and (2) the relocation will not in any manner result in any interuption of LESSEE's service to the public. D. If, as a result of any work of improvement undertaken by =non behalf of either party, any mechanic's s or mater' 's lien is recorded against or becomes an encumbrance upon any (s)- of the other party, then the party responsible for such work of improvement shall, with thirty LAN-i,Z'T-020988 3 E88-4 ! , , 411 (30) days after the recording of the lien, obtain Owdischarge, bond or otherwise) its full release. If the party responsible for a work of improvement shall fail to obtain the full release of any such lien within thirty (30) days, then the other party may (at its option) obtain the release of the lien (by posting a bard in the manner provided for in California Civil Code Section 3143) and the responsible party shall reimburse the other party (within ten [10] days of receiving a written request for such reimbursement) for all of its costs and expenses (including court costs and attorneys' fees) relating to the lien's removal. 5. TERMINATION A. Notice of LESSEE's exercise of its right to terminate this Lease Agreement pursuant to Section 4B, above, shall be given to LESSOR in writing by certified mail, return receipt rewested and shall be effective upon receipt of such notice by LESSaR. Such notice of termination shall be accampinied by a recordable Quitclaim Deed releasing all of LESSEE's in (s) in LESSOR's Property. (1) Upon LESSOR's receipt of such a termination notice, this Lease Agreement shall terminate, and such termination shall relieve both parties of any further obligations under this although each shall continue to have any and all remedies for any breach of a lease obligation which occurred prior to the date of terndnation. B. LESSEE, upon the expiration or termination of this Daase Agreement, shall, within a sixty (60)-day period, remove its personal property and fixtures and restore the Proper to its original condition, reasonable wear and tear excepted. At LESSOR's option, when this Lease Agreement expires or is terminated and upon advance written notice to LESSEE, LESSEE shall leave LESSEE's improvements, other than its personal property and fixtures, to become the property of LESSOR. LESSOR may retain any advance rent until such removal and restoration have been completed to LESSOR's reasonable satisfaction, but LESSOR shall immediately thereafter refund any unearned rent - (i.e. , rent unearned on the date such removal and restoration are completed) to LESSEE. 6. ASSIGNMENT AND SUBLETTING A. LESSEE shall not voluntarily or involuntarily assign, transfer or encumber its interest in this Laase Agreement or in the Property, or sublease all or any part of the Property, without LESSOR's prior written consent, which consent shall not be unreasonably withheld or delayed. Any assignee or sublessee shall expressly assume the obligations of this lease, and no such assignment or subletting shall be deemed to release the original LESSEE froom its obligations under this lease. B. Notwithstanding the precedingparagraph 6.A., shall not rewire LESSOR's consent in order to assign this lease, or to sublease, to LESSEE's general er, PacTel Cellular, or to any "affiliate" of PacTel Cellular, or to any partnership in which PaCTO1 Cellular or any "affiliate" of PacTel CellularImutacipates. As usedheamin, an "affiliate" of PacTel Cellular shall mean any entity which controls, is controlled by, or is under common control with PacTel Cellular. IAN-11,1T-020988 4 X88-4 ti !II 7. FIRE OR GIHER CASUALTY A. LESSOR shall maintain in full force and effect throughout the term of this lease fire and extended coverage, vandalism and malicious mischief insurance and sprinkler leakage insurance in an amount equal to the full replacement cost of the improvements now or hereafter located on LESSOR'S Property. LESSOR may self insure against such risks, but its decision to do so shall not in any manner affect the application of any of the remaining provisions of this Paragraph 7 or of any of the provisions of Paragraph 8 of this Lease Agreenent. B. In the event that the building containing the Property, or access to it, is damaged or destroyed by fire or other casualty covered by the form of fire and extended coverage insuranmmaiftained by LESSOR, LESSOR shall promptly commence appropriate repairs, restoration and/or reconstruction (to be diligently prosecuted to completion entirely at LESSOR's expense) , and this t shall continue in full force and effect. In the event, however, that the building is so damaged or destroyed to the extent of more than twenty-five percent (25%) of its replacement cost, or is damaged or destroyed to the extent of more than ten percent (10%) of its replacement cost by a casualty not so covered by insurance, LESSOR may elect by written notice to LESSEE given within twenty (20) days after the occurrence of the casualty not to repair, restore and/or reconstruct the building but to designate a site on which LESSEE may relocate in accordance with Section D. , below. LESSOR shall in no event be obligated to make any repairs or replacement of any items other than those items installed by or at the expense of LESSOR. If the Property is rendered totally or partially unusable by LESSEE, rent shall abate during the period of repair or reconstruction in the same proportion to the total rent as the portion of the Property rendered unusable bears to the entire Property. C. If LESSOR undertakes the repair, restoration and/or reconstruction of the building containing the Property or of any access thereto but fails to complete such repair, restoration and/or reconstruction within ninety (90) days after the date of the occurrence of the casualty, then LESSEE may immediately cancel this lease by giving written notice of its election to cancel to LAR. D. LESSaR expressly agrees that (if reasonably d) during any period of repair, restoration or reconstruction,on, or for the balance of the lease term (if the LESSOR elects not to repair, restore or reconstruct the building containing the Property) , LESSEE may use and/or construct upon an alternative portion of LESSOR's Property which is equally suitable for LESSEE's purposes. LESSEE's relocation to any such alternative site(s) shall be at 's sole cost and expense. The exact site(s) to which LESSEE may relocate will be determined by LESSOR, and it may be upon any portion(s) of LESSOR's Property (or of anyadjoining property owned or controlled by LESSOR) , provided that LESSEE reasonably approves the site(s) as equally suitable for LESSEE's intended uses. LESSOR will designate a temporary site to which LESSEE may relocate within five (5) days of the date of occurrence of any casualty, and it will designate a permanent site to which LESSEE may relocate in any notice to LESSEE that it does nat intend to repair, restore or reconstruct the building containing the Property. IAN-H,TT-020988 5 EC88-4 j 1 411 410 E. LESSEE shall be rewired to purchase fire and extended coverage insurance for all of its eqpipment and fixtures in the Property at their full replacement value and shall purchase liability insurance with a combined single limit of One Million Dollars ($1,000,000.00) , which limit may be increased from time to time as reasonably rewired by LESSOR's risk manager. Such liability insurance policy shall name the City as an additional insured. As an alternative to obtaining the insurance required by this Section 7 E, LESSEE may elect to self insure against the described risks. 8. MUTUAL RELEASE; WAIVERS OF SUBROGATION A. Each party hereby releases the other and the other's partners, affiliates, agents and employees from liability or responsibility for any loss or damage resulting from any cause or hazard with respect to which fire and extended coverage insurance is rewired to be carried pursuant to Article 7 of this lame Agreement including any loss of damage resulting from any loss of the use of any property. These releases shall apply between the parties, and they shall also apply to any claims under or through either party as a result of any asserted right of subrogation. B. All policies of insurance obtained by either party pursuant to Article 7 of this Lease Agreement shall include a clause or endorsement waiving the insurer's rights of subrogation against the other party. 9. =TIES A. LESSEE shall be responsible directly to the serving entities for all utilities required by LESSEE's use of the Property, and LESSEE shall arrange for the separate metering of electric service to LESSEE if reasonably possible. Should electric power be provided by LESSOR, LESSEE will install an electric and LESSEE's usage shall be read by LESSOR or, at LESSOR's option, by LESSEE, on a monthly basis and the cost of electricity used by LESSEE shall be paid by LESSEE to LESSOR as a payment separate from rent and shall be computed at the then-current public utility rate. 10. INDEMNITIES A. Subject to Article 8 above, LESSEE shall indemnify fy LESSOR against and hold LESSOR harmless from any and all claims of liability for or loss from personal injury and/or property damage to the extent such claims result from or arise out of the use and/or occupancy of the Property by LESSEE. Notwithstanding the preceding, does not indemnify IESSOR against any claim to the extent that it arises from or in connectian with any negligent or intentional conduct of LESSOR or of any agent, servant or employee of LESSOR. B. Subject to Article 8 above, LESSOR shall indemnify'fy against and hold LESSEE harmless from any and all claims of liability for or loss from personal injury and/or property damage to the extent such claims result from or arise out of the use and/or occupancy of LESSOR's Property by LESSOR. Notwithstanding the preceding, LESSOR does not indemnify LESSEE against any claim to the extent that it arises from cr in connection with any negligent or intentional conduct of LESSEE or of any agent, servant or employee of LESSEE. LAN-H,TT-020988 6 EC88-4 C. With respect to Sections 10A and 10B, above, the irdearalifying party (in each case) shall defend any claim against the indemnified fied party with respect to any indemnified fied matter and any claim with respect to any such matter in which the indemnified fied party may be impleaded and shall pay and discharge any judgements, orders and/or decrees which may be recovered against the indemnified party in connection on with any indemnified fied matter. 11. NOTICES A. All notices hereunder must be in writing and shall be deemed validly given if sent by certified mail, return receipt requested, addressed as follows (or to any other mailing address which the party to be notified may designate to the other party by such notice) . Should LESSOR or LESSEE have a change of address, the other party shall immediately be notified as provided in this paragraph of such change. LESSEE: c/o PacTel Cellular P.O. Box 19707 Irvine, California 92713 Attn: Real Estate Department cc: Legal Department LESSOR: City of Rancho Palos Verdes 30940 Hawthorne Boulevard Palos Verdes, CA 90274-5391 (1) The following data is informational only and may be changed in the manner described above for altering mailing addresses. Street addresses (if such addresses are different frau the parties' mailing addresses) and phone numbers where the parties may be contacted are as follows: LESSEE: 2355 Main Street Irvine, California 92714 (714) 553-6069 Contact: Property Adrainistrator LESSOR: (213) 377-0360 If the address or phone number where either party may be contacted is changed, such party will immediately notify the other party of such change. 12. SALE OR TRANSFER BY LESSOR A. Should LESSOR, at any time during the term of thisBase Agreement, sell, lease, transfer or otherwise convey all or any part of LIESSOR's Property to any transferee other than LESSEE, then such transfer shall be under and subject to this LeaSe Agreement and 's rights hereunder, arid any transfer by LESSOR of any portion of LESSOR's Property underlying the easement herein granted shall be under and subject to the rights of in and to such easenent. LAN-H,TT-020988 7 E28-4 I, 13. RECORDING A. Notice of this Lease Agreement shall be placed in the public record by LESSEE's recording a "Memorandum of Lease Agreement" in the form which is attached hereto as Exhibit "C". Such document shall be executed by the parties before a notary at the same time as this Iaase Agreement is executed. IESSEE shall have such document recorded at the County Recorder's Office in the county where the Property is located. 14. ItISCELIANECUS PROVISIONS A. LESSOR represents, covenants and warrants that LESSEE, upon payer the rent and performirg the covenants provided, shall peaceably and quietly have, hold and enjoy the Property• LESSOR agrees that no other commexcial or government structure(s) will be erected upon any portion of LESSOR's Property without LESSEE's prior written agreement that the placement and operation of any such additional antenna will not interfere with LESSEE's use of the Property and will =amply with all applicable federal., state, and local rules and regulations. B. It is agreed and understood that this Lease Agreement contains all agreements, praaisesandurxierstandings between LESSOR arsi LESSEE, and no verbal or oral agreements, promises or understandings shall or will be binding upon either LESSOR or LESSEE, and any addition, variation or modification to this Iaase Agreement shall be void and ineffective unless made in writing and signed by the parties hereto. C. This Lease Agreement and the performance f shall be governed, interpreted, construed and regulated by the laws of the State of California. D. This Lease Agreement, and each and every covenant and condition of this Lease Agreement, is intended to benefit the Property and shall extend to and bind the heirs, personal rep tives, successors and assigns of the parties hereto. E. The parties agree that all of the provisions hereof shall be construed as both covenants and conditions, the same as if the words importing such covenantsand conditions had been used in each separate paragraph• F. The language of all of the parts of this Iaase Agreement shall be construed simply and according to its fair meaning, and this Lease Agreement shall never be construed either for or against either party. G. At LESSOR's option, this Lease Agreement shall be subordinate to any mortgage by IESSCR which from time to tine may encumber all or any part of the Property or of the easenent, provided that every such mortgagee shall recognize (in writing and in a form acceptable to LESSEE's counsel) the validity of this Iaase Agreement in the event of a foreclosure of LESSOR's interest and also LESSEE's right to remain in occupancy and have access to the Property as long as IESSEE is not in default of this Lease Agreement. IESSEE shall execute whatever instruments nay reasonably be rewired to evidence this subordination. IAN-H,Tr-020988 8 EC88-4 411 411 H. If LESSaR substantially breaches any material covenant, agreement or promise contained in this Lease Agreement or contained in any mortgage or deed of trust superior to 's estate hereunder (other than any mortgage or deed of trust as to which LESSEE has obtained a nondisturbance agreement in accordance with Section H.) or contained in any lease under which LESSaR holds title to any portion of LESSOR's Property and if LESSOR fails to (at least) commence to cure such breach within thirty (30) days after receiving a written notice exactly specifying the violation from LESSEE (or if LESSOR fails thereafter to diligently prosecute the cure to completion) , then LESSEE may enforce any and all of its riots and/or remedies hereunder or by law provided or it may (although it shall not be obligated to do so) cure LESSOR's breach and/or perform its obligations (on 's behalf and at LESSOR's expense) and deduct from its rent or rewire the LESSOR toreirburse all reasonable costs and expenses incurred in connection with such cure and,/or performance plus interest (frau the date that such costs and expenses are incurred until reimbursement) at ten percent (10%) per annum. I. If any portion of this Lease Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, then such portion shall be deemed modified to the extent necessary in such court's opinion to render such portion enforceable and, as so modified, such portion and the balance of this Lease Agreetnent shall continue in full force and effect. J. If either party institutes any action = proceeding in court to enforce any provision(s) hereof, or any action for damages by reason of any alleged breach of any of the provisions hereof, then the prevailing r in any such action or proceeding shall be entitled to receive frau the losing party such amount as the court may adjudge to be reasonable attorneys' fees for the services rendered to the prevailing party, together with its other reasonable litigation costs and expenses. K. In addition to the other remedies provided for in this Lease Agreement, LESSOR and LESSEE shall be entitled to immediate restraint by injunction of any violation or a or threatened violation of.any of - the covenants, conditions or provisions herein contained. L. The captions of the articles and sections of this Lease Agreement are for convenience of reference only and shall not affect the interpretation of this lease or limit or amplify any of its terms or provisions. 15. DEFAULTS AND IES A. The occurrence of any one or more of the following events shall constitute a material default and breach of this Lease by LESSEE: (1) The abandonment of the Property by LESSEE. (2) The failure by LESSEE to make any payment of rent or any other payment required to be made by LESSEE hereunder, as and when due, where such failure shall continue for a period of three (3) business days after written notice thereof is received by LESSEE. LAN-H,TT-020988 9 X88-4 411 111 (3) The failure by LESSEE to observe or perform any of the covenants, conditions or provisions of this lease to be observed or performed by LESSEE, other than as described in Subsection 15 A (2) , above, where such failure shall continue for a period of thirty (30) days after written notice thereof is received by LESSEE; provided, however that if the nature of LESSEE's default is such that rcnre than thirty (30) days are reasonably required for its cure, then LESSEE shall not be deemed to be in default if LESSEE commenced such cure within said thirty (30)-day period and thereafter diligently prosecutes such cure to completion. (4) The making by LESSEE of any general arrangement or assignment for the benefit of creditors, LESSEE becoming a "DEBTOR" as defined in 11 U.S.C. 101 or any successor statute thereto (unless, in the case of a petition filed against LESSEE, the same is dismissed within sixty (60) days) , the appointment of a trustee or receiver to take possession of substantially all of LESSEE's assets located at the Property or of LESSEE's interest in this lease, where possession is not restored to LESSEE within thirty (30) days, or the attachment, execution or other judicial seizure of substantially all of LESSEE's assets located at the Property or of 's interest in this lease, where such seizure is not discharged within thirty (30) days. B. In the event of any such material default or breach by LESSEE, LESSOR nay at any time thereafter, with or without notice or demand and without limiting LESSOR in the exercise of any right or remedy which LESSOR may have by reason of such default or breach: (1) Terminate 's right to possession of the Property by any lawful means, in which case this lease shall terminate and LESSEE shall immediately surrender possession of the Property to LESSOL In such event, LESSOR shall be entitled to recover from LESSEE all.damages incurred by LESSOR by reason of LESSEE's default including, but not limited to, the cost of recovering possession of the Property, expenses of reletting, including necessary renovation and alternation of the Property, and reasonable + the having attorney's fees and the worth at the time of award by frig - jurisdiction thereof of the amount by which the unpaid rent for the balance of the term after the time of such award exceeds the amount of such rental loss for the same period that LESSEE proves could reasonably be avoided. (2) Mbintain LESSEE's right to possession in which case this lease shall continue in effect whether or not LESSEE shall have abandoned the Property. In such event, LESSOR shall be entitled to enforce all of LCR's rights and remedies under this lease, including the right to recover the rent as it becomes due hereuryier. (3) Pursue any other remedy now or hereafter available to LESSOR under the laws or judicial decisions of California. Unpaid installments of rent and other unpaid monetary obligations of LESSEE urder the terms of this lease shall incur a five percent (5%) late charge if not paid within, and bear interest from, three (3) business days after LESSEE receives notice that they are overdue at the maximum rate then allowable by law. (4) In the event of the occurrence of any of the events specified in Section 15 A, above, if TIMM shall not choose to exercise, or by law shall not be able to exercise, its rights hereurder to terminath this lease LAN-11,11T-020988 10 E 8-4 • upon the occurrence of such events, then, in addition to any other rights of LESSOR hereunder or by law, neither LESSEE, as debtor-in-possession, nor any tnistee or other person (hereinafter collectively called the "Assuming liessee") shall be entitled to assume this Daase unless, on or before the date of such assumption, the Assuming (a) cures, or provides adequate assurance that the Assuining lessee will promptly cure any existing default under this lease, (b) compensates, or provides adecitiate assurance that the Assuming Lessee will pranptly compensate, LESSOR for any pecuniary loss (including, without limitation, attorneys' fees and ) resultirg frora such default, aryl (c) provides adequate assurance of future performance urrler this lease, it being covenanted and agreed by the parties that, for such purposes, any cure or compensation shall be effected by the immediate payment of any monetary default or any required compensation, or the immediate correction on or bonding of any nornnonetary default; any "adequate assurance" of such cure or co pensation shall be effected by the establishment of an escrow fund for the amount at issue or by bonding, and "adequate assurance" of future performance shall be effected by the establishment of an escrow fund for the arount at issue or by bonding, it being covenanted and agreed by LESSOR and =SEE that the foregoing provision is a material part of this lease. 16. ESTOPPEL CRI'IFICATES Each party, within ten (10) days after notice frau the other party, shall execute and deliver to the other party, in recordable form, a certificate stating that this lease is unmodified and in full force and effect, or in full force and effect as modified, and stating the modifications. The certificate also shall state the amount of annual. rent, the dates to which the rent has been paid in advance, and the amount of any prepaid rent. Failure to deliver the certificate within the ten (10)-day period shall be conclusive upon the party failing to deliver the certificate, for the benefit of the party recitiestirg the certificate and any successor to the party requesting the certificate, that this lease is in full force and effect and has not been modified except as may be represented by the party - requesting the certificate. (SI PAGE FOLLOWS) IAN-11,11T-020988 11 EC/38-4 0 • IN WITNESS WHEREOF, LESSOR aryl LESSEE have duly executed this Lease Agreement on the day and year first above written. LESSOR: CITY OF RANCHO PAL DS VERDES i BY: Name: ROBERT j :YAN •yor 7) -4.4 i / I Name City Clerk Approved as to form: Name: Assistant City Attorney LESSEE: LOS ANGELES SMSA T —_E P a California Limited Partnership By: PacTel Cellular, a California corporation, itsIllarral er Fong sod ExuouNen Approved141fillied 1,r7 By: ' . R. Hultman LEGAL• President jr N.WILSON BY: Financial Content Approved J A. Mitchell Finance Department Chief Financial Officer By `T rL 0. J4thrAL Joyte A. Oelschlager, C.P.A. LAN-H,TT-020988 12 EC88-4 411 411 LESCRIFTICti OF LESSOR'S PROPERLY _ . DESCRIPTION: THAT PORTION OF 3LOCK "H, AS SHOWN ON MAP OF THE RANCHO LOS PALOS VERDES, IN THE COUNTY OF LOS ANGELES. STATE OF CALIFORNIA, ALLOTTED TO JOTHAM BIXBY, BY DECREE IN PARTITION IN THE ACTION "BIXBY, ET' AL. VS. YEN, ET AL'• CASE NO. 2373• IN THE DISTRICT COURT OF THE 17TH JUDICIAL DISTRICT OF THE STATE OF CALIFORNIA. IN AND FOR THE COUNTY OF LOS ANGELES AND ENTERED IN BOOK 4 PAGE 5' CF JUDMENTS• IN THE SUPERIOR COURT OF SAID COUNTY, DESCRIBED AS FOLLOWS: COMMENCING AT A POINT• SAID POINT BEING THE COUNTY OF LOS ANGELES• TRIANGULATION MONUMENT SAN PEDRO HILLS D-T, AND HAVING STATE COORDINATES OF NORTH 4019.330.05• EAST 4.164.224.94, SAID POINT BEING LOCATED ON A POINT OF LAND NORTH OF PALOS VERDES DRIVE• OVERLOOKING POINT VICENTE LIGHTHOUSE; THENC NORTH 53 DEGREES 31 MINUTES 58 SECONDS EAST 415.07 FEET TO THE CENTER OF THE NORTHWEST GUN TURRET OF BATTERY 240; THENCE NORTH 51 DEGREES 59 MINUTES 13 SECONDS EAST 55.00 FEET; THENCE NORTH 38 DEGREES 00 MINUTES 47 SECONDS WEST 56.15 FEET TO THE TRUE POINT CF BEGINNING; THENCE NORTH 36 DEGREES 00 MINUTES 43 SECONDS EAST 19.31 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHERLY, HAVIN; A RADIUS OF 105.00 FEET; THENCE EASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 60 DEGREES 58 MINUTES 07 SECONDS• A DISTANCE OF 111.73 FEET; THENCE SOUTH 83 DEGREES 01 MINUTES 10 SECONDS EAST 69.38 FEET; THENCE SOUTH 96 DEGREES 20 MINUTES 48 SECONDS EAST 212.34 FEET; THENCE NOT ' 01 DEGREES 46 MINUTES 52 SECONDS WEST 109.94 FEET; THENCE NORTH 81 DEGREES 44 MINUTES 11 SECONDS EAST 278.53 FEET; THENCE SOUTH 88 DEGREES 50 MINUTES 35 SECONDS EAST 60.40 FEET; THENCE SOUTH 1 DEGREES 55 MINUTES 48 SECCNDS EAST 57.83 FEET; THENCE SCUTH 62 DEGREES 00 MINUTES 18 SECONDS EAST 226.14 FEET; THENCE NORTH 62 DEGREES 19 MINUTES 00 SECONDS EAST 34.12 FEET TO A POINT IN THE SOUTH RIGHT-OF-WAY LINE OF HA'WTHORI BOULEVARD. SAID POINT BEING A TANGENT CURVE CONCAVE NCRTHEASTERLY HAVING A RADIUS OF 550.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE. THROUGH A CENTRAL ANGLE OF 02 GEGREES 18 MINUTES 26 SECONDS, A DISTANCE OF 22.15 FEET; THENCE SOUTH 62 DEGREES 19 MINUTES 00 SECONDS WEST 79.98 FEET; THENCE SOUTH I DEGREES 31 PIP4TES 12 SECONDS WEST 216.25 FEET; THENCE NORTH 02 DEGREES 24 MI'IJTES 09 SECONDS WEST 55.04 FEET; THENCE NORTH 87 DEGREES 34 MINUTES 50 SECONDS ',TEST 231.16 FEET; THENCE SOUTH 02 DEGREES 23 MINUTES 42 SECONDS EAST 78.06 FEET; THENCE NORTH 83 DEGREES 00 :MINUTES 49 SECONDS WEST 166.47 FEET; THENCE NORTH a6 DEGREES 20 MINUTES 48 SECONDS 'WEST 212.35 FEET; THENCE NORTH 83 DEGREES 01 MINUTES 10 SECONDS WEST 69.96 FEET TO A POINT BEING A TANGENT CURVE CONCAVE SOUTHERLY, HAVING A RADIUS OF 85.00 FEET; THENCE WESTERLY ALONE SAID CURVE. THROUGH A CENTRAL ANGLE OF 60 DEGREES 58 MINUTES 07 SECONDS. A DISTANCE GF 90.54 FEET; THENCE SOUTH 36 DEGREES 00 MINUTES 43 SECONDS WEST 25.04 FEET; THENCE NORTH 38 DEGREES 00 MINUTES 47 SECONDS WEST 23.80 FEET TO THE TRUE POINT OF 9EGINNING. M9a." I T-N,TI-020988 Page 1 of 1 13038-4 • • EEPIC'TICN OF THE PRO ' X\ �Q -! VN:1 /\, \ •' ‘:44° . len % 1 z nyea ______.. . /1.::; • \-------/ "Ift, ' \, N..' . .4../:Fi‘Ni an a DI ‘I 'l KM ✓ /( L " \` 1 =\I . . . ; I iii . j/ 1 i / i �� tresili:- � =,.... I�1ltl r • • `• L th1 1 .1 0e 1 MIIIIIMERDti ..a..a yrs. ' ..$25,,v= "i • • • PAC©TEL, h. • . .......us. Mau ssTa • -- -. - giaiwia._ le, . ..___. J.C....-1 liiiiiii 'IL; j._a_10:wasesseci12 t:74rhr-e,Thiliall 11.11. ale wil'i".." ::". I. 1 EMBIT "A2" LAN-H,TD-020988 Pie 1 Of 2 X8-4 . ii i I L - 1 • -I- _, i , 7 t�'•o �fEtL tc,0 — 1 Me~we AVMcaMeRut ireoP ,.4.,AN b44T1R AKAT6t 411110 Vr «MIV NEM kfiff.vOie eu'* • To WOW 11 ctalg:pAittRMYL 4K! 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