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New Cingular Wireless PCS LLC (Los Angeles Cellular Company and AT&T Wireless) FIFTH AMENDMENT TO BUILDING LEASE AGREEMENT THIS FIFTH AMENDMENT TO THE BUILDING LEASE AGREEMENT ("Amendment") by and between the CITY OF RANCHO PALOS VERDES ("Lessor") and NEW CINGULAR WIRELESS PCS, LLC, formerly known as Los Angeles Cellular Telephone Company and AT&T Wireless, ("Lessee") is effective as of the 1st day of July, 2019 RECITALS A On November 15, 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 an initial term of ten (10) years beginning September 1, 1988, with options of Lessee to extend the term for two (2) additional five (5) year penods thereafter, in exchange for payment by Lessee B Effective June 3, 2008, Lessor and Lessee entered into a First Amendment to the Agreement, which extended the term of the Agreement from August 31, 2008 to June 30, 2009 C Effective June 16, 2009, Lessor and Lessee entered into a Second Amendment to the Agreement, which extended the term of the Agreement from June 30, 2009 to June 30, 2014 D On November 4, 2015, Lessor and Lessee executed a Third Amendment to the Agreement, which extended the term of the Agreement from June 30, 2014 until June 30, 2016 E Effective July 1, 2016, Lessor and Lessee entered into a Fourth Amendment to the Agreement, which extended the term until June 30, 2019 F Lessor and Lessee now desire to amend the Agreement to extend the term (retroactive to July 1, 2019) until either June 30, 2022, 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, and to amend the rent adjustment provisions of the Agreement to provide for rent to increase by five percent (5%) annually, irrespective of the Consumer Pnce Index (CPI) G Lessor and Lessee hereby further intend to ratify and affirm the continuous and interrupted term of the Agreement commencing September 1, 1988, and continuing through the effective date of this Amendment TERMS 1 Extension of Term 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 Lessor and Lessee hereby ratify and affirm the continuous and uninterrupted term of the Agreement 01203 0015/652123 3 commencing September 1, 1988, and continuing through the effective date of this Amendment For the purposes of this Amendment, "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 thirty (30) notice of commencement of such reconstruction, at which commencement the term shall terminate 2 Annual Rent Adjustments. Effective and commencing on July 1, 2019, 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 due under the Agreement 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 the effective date of this Amendment, July 1, 2019, and all accrued back rent due to Lessor pursuant to this section upon execution of this Amendment shall be paid by Lessee within 30 days of the date of full execution of this Amendment 3 Notices Lessee's notice addresses listed in the Agreement are hereby deleted in their entirety and the following are substituted in lieu thereof New Cingular Wireless PCS, LLC Attn Network Real Estate Administration Re Cell Site No LAC124, Cell Site Name City of Palos Verdes (CA) Fixed Asset No 10085903 1025 Lenox Park Blvd NE, 3rd Floor Atlanta, GA 30319 With a required copy to New Cingular Wireless PCS, LLC Attn Legal Dept Re Cell Site No LAC124, Cell Site Name City of Palos Verdes (CA) Fixed Asset No 10085903 208 S Akard Street Dallas, TX 75202 4 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 5 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 ansing 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 01203 0015/652123 3 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 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 6 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 7 Authority. The persons executing this Amendment on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (u) they are duly authorized to execute and deliver this Amendment on behalf of said party, (hi) 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 0015/652123 3 IN WITNESS WHEREOF,the parties hereto have executed this Amendment on the dates set forth below, with express intent that this Amendment shall be effective as of July 1, 2019 Lessor: CITY OF RANCHO PALOS VERDES John ikshank, Mayor Date �i O , 2020 ATTEST :,6- y Colborn, City ler APPROVED AS TO FORM. ALESHIRE& WYNDER, LLP Ze)11/14/Vv1 William W Wynder, City Attorney [BRJ] Lessee: NEW CINGULAR WIRELESS PCS, LLC By AT&T Mobility Corporation Its Managers By frif <SAOwden Name sx, S no...)der) Title &I.e_., mana9e r DATE thk9 ugh 12 , 2020 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 0015/652123 3 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 , 2020 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 authonzed 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 0015/652123 3 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 , 2020 before me, , personally appeared , proved to me on the basis of satisfactory evidence to be the person(s)whose names(s) is/are sub:cnbed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their . thonzed capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity up', behalf of which the person(s) acted, executed the instrument I certify under PENALTY OF PERJURY under the laws of the Stat; of California that the foregomg paragraph is true and correct WITNESS my hand and official seal Signature OPTIONAL Though the data below is not required by la �jt may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this fo Y CAPACITY CLAIMED BY ', • ER DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL ❑ CORPORATE OFFICER TITLE(S) TITLE OR TYPE OF DOCUMENT ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY-IN-FA ❑ TRUSTEE(S) NUMBER OF PAGES ❑ GUARDIAN/CO ERVATOR ❑ OTHER SIGNER IS REPRES'NTING DATE OF DOCUMENT (NAME OF PERSON( )OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE 01203 0015/652123 3 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 ` , .,, -t. ) On v, `_S\ \` ,, `AND before me, Joyce Story - Notary Public \ (insert name and title of the officer) personally appeared \ \ 5� �I .N\t ,A,.\,(\ , who proved to me on the basis of atisfactory evidence to be the person(s) whose name(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 ,"-4 JOYCE STORY WITNESS my hand and official seal ,_, Notary Public California Y, Orange County Commission#2313377 't^a°' My Comm Expires Nov 22 2023 Signature Pi1._ (Seal)