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T-Mobile West LLC DocuSign Envelope ID 02AF7CF3-7A08-48CD-BOA7-34C1BC007840 FIRST AMENDMENT TO LICENSE AGREEMENT FOR WIRELESS TELECOMMUNICATIONS ANTENNA FACILITIES This FIRST AMENDMENT TO LICENSE AGREEMENT FOR WIRELESS TELECOMMUNICATIONS ANTENNA FACILITIES ("Amendment") by and between the CITY OF RANCHO PALOS VERDES, a California municipal corporation ("Licensor") and T-MOBILE WEST LLC, a Delaware limited liability company, successor-in-interest to Omnipoint Communications, Inc ("Licensee") is effective February 14, 2016 RECITALS A Licensor and Omnipoint Communications, Inc , a subsidiary of T-Mobile USA, Inc , a Delaware Corporation ("Omnipoint"), as licensee, entered into a "License Agreement for Wireless Telecommunications Antenna Facilities," which was fully executed as of September 21, 2006 (the "Agreement") B Omnipoint assigned its interest as licensee in the Agreement to TMO CA/NV Holdings, LLC, a Delaware Limited Liability Company ("TMO") on June 17, 2009 Omnipoint subsequently merged into T-Mobile USA, Inc on June 26, 2009 C TMO merged into T-Mobile West Corporation, a Delaware Corporation ("T- Mobile West Corp ") on June 26, 2009, and T-Mobile West Corp thereby acquired the licensee interest in the Agreement D On June 25, 2012, T-Mobile West Corp converted into T-Mobile West LLC, a Delaware Limited Liability Company (Licensee), and Licensee thereby acquired the license interest in the Agreement E As set forth in Section 4(A) of the Agreement, the term of the Agreement was for 10 years, commencing on February 14, 2006, which was the approval date of Planning Commission Resolution No 2006-7 authorizing Conditional Use Permit Case No ZON2004- 00174 (the "Conditional Use Permit") F As set forth in Section 4(B) of the Agreement, "Prior to the expiration of the 10- year term of this License, Licensee may request from the Planning Commission an extension of the Conditional Use Permit As specified in Condition No 15 of Exhibit A that is attached to Resolution No 2006-7, this extension will be granted upon a demonstration by Licensee that the antennas and related equipment are not using obsolete technology and are still in use If the Planning Commission grants the extension, then the term of this License may, upon Licensee's request,be extended for a period commensurate with the extension of the Conditional Use Permit " G On July 16, 2017, Licensee applied for an extension of the Conditional Use Permit pursuant to Condition No 15 of Exhibit A to Resolution No 2006-7, and Licensor's Planning Commission approved the extension of the Conditional Use Permit on August 8, 2017,by adoption of P C Resolution No 2017-20 (the "CUP Extension") 01203 0015/545053 2 DocuSign Envelope ID 02AF7CF3 7A08-48CD-BOA7-34C1BC007840 H The term of the Conditional Use Permit,as extended by the CUP Extension,expires on February 14, 2026 (the "CUP Extension Expiration Date") I Licensor and Licensee now desire to extend the term of the Agreement, retroactive to February 14, 2016, commensurate with the CUP Extension, such that it will expire on the CUP Extension Expiration Date, pursuant to and in accordance with Section 4(B) of the Agreement, and to acknowledge and affirm the continuous and uninterrupted term of the Agreement commencing from the original commencement date of the Agreement and continuing until the CUP Extension Expiration Date TERMS 1 Recitals The foregoing recitals are true and correct and are incorporated herein by reference 2 Extension of Term Section 4 of the Agreement is hereby amended to read in its entirety as follows (additions shown in bold italics, deletions shown in strii'ethro gh) "4 TERM A The term of this License is -1-0 20 years, commencing on February 14, 2006, which was the approval date of P C Resolution No 2006-7 authorizing Conditional Use Permit Case No ZON2004-00174 That date is referred to in this License as the "Commencement Date " The original expiration date of the Conditional Use Permit, February 14, 2016, was extended by adoption of Resolution No 2017-20 by Licensor's Planning Commission on August 8, 2017(the "CUP Extension"), and the expiration date of the CUP EAtension is February 14, 2026 (the "CUP Extension Expiration Date") This License shall expire on the CUP EAtension Expiration Date This license is not revocable except in accordance with the terms of this Agreement B Prior to the CUP Extension Expiration Date of the 10 year term of this License, Licensee may request from the Planning Commission an further extension of the Conditional Use Permit As specified in Condition No -1-5 26 of Exhibit A that is attached to Resolution No 2006 7 2017-20, this extension will be granted upon a demonstration by Licensee that the antennas and related equipment are not using obsolete technology and are still in use If the Planning Commission grants the extension, then the term of this License may, upon Licensee's request, be extended for a period commensurate with the further extension of the Conditional Use Permit " 01203 0015/545053 2 DocuSign Envelope ID 02AF7CF3-7A08-48CD-BOA7-34C1BC007840 3 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 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 4 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 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 5 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 6 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 Agreement on behalf of said party, (in) 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 [SIGNATURES ON FOLLOWING PAGE] 01203 0015/545053 2 DocuSign Envelope ID 02AF7CF3-7A08-48CD-BOA7-34C1BC007840 IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the dates set forth below, with express intent for this Amendment to be effective as of February 14, 2016 LICENSOR CITY OF RANCHO PALOS VERDES, a California municipal corporation Evil A ryuhovic,l � May• - - Date \\\rt , 2019 ATT\T 1r E yo1101, City Clerk APPROVED AS TO FORM ALESHIRE & WYNDER, LLP William W Wye'r, City Attorney LICENSEE T-MOBILE WEST LLC, a Delaware limited liability company By �_ Name MI 4 6 1-4,43)ovr Title V p, CA P , 6.1A Date ID 1 ?A/ A key arnhani 7/1R/19 T-Mobile Contract Attorney as to form NOTE LICENSEE'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 LICENSEE'S BUSINESS ENTITY 'y oTINC,o. Gr 7 y Approved " SK 01203 0015/545053 2 °°'•L St.:" DocuSign Envelope ID 02AF7CF3-7A08-48CD-BOA7-34C1BC007840 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 ,2019 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 0015/545053 2 DocuSign Envelope ID 02AF7CF3-7A08-48CD-BOA7-34C1BC007840 STATE OF I-el as ss COUNTY OF I certify that I know or have satisfactory evidence that I tKJ D 169 (or is the person who appeared before me, and said person acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument and acknowledged it as the V f 1Cl Pte- Cruf (title) of T- Mobile West, LLC, a Delaware limited liability company, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument Dated io1agriq 104A4__ t6 al_ Notary Public / ,, /,, Print Name n/le u) K,a(,bOO 1 My commission expires /1 1 N/ o)oa (Use this space for notary stamp/seal) Updated 8/23/16