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AGR-4856.1 - NEW CINGULARFIRST AMENDMENT TO PERMIT TO ATTACH, INSTALL, OPERATE AND MAINTAIN A WIRELESS COMMUNICATIONS NETWORK [Skylark] THIS FIRST AMENDMENT TO PERMIT TO ATTACH, INSTALL, OPERATE AND MAINTAIN A WIRELESS COMMUNICATIONS NETWORK , 2023, by and between the and NEW CINGULAR WIRELESS PCS, LLC, a Delaware Limited Liability Company Tenant , with reference to the following: A.City and Tenant entered into a Permit to Attach, Install, Operate and Maintain a Wireless Communications Network (Agreement No. 4856) dated March 27, 2006, which is incorporated herein by this reference B.City and Tenant desire to amend the Original Agreement to modify, amend and supplement certain portions of the Original Agreement by revising the terms set forth below accordingly. NOW, THEREFORE, the parties hereby agree as follows: Section 1. Defined Terms. Except as otherwise defined herein, all capitalized terms used herein shall have the meanings set forth for such terms in the Original Agreement. Section 2.Effective Date. This First Amendment shall be effective March 27, 2023. Section 3.Term. The Term of the Original Agreement shall be extended to include a th, 2023. As of the commencement of the New Extension Term, the existing Term and any extensions thereof, as applicable, shall be void and of no further force or consequence. The Original Agreement will automatically renew, commencing on the expiration of the New Extension Term, for up to three (3) additional consecutive periods of five (5) years each (each such five (5) year additional period is hereinafter referred to as an "Additional Extension Term" and each such Additional Extension Term shall be considered an Extension Term under the Original Agreement), upon the same terms and conditions as the Original Agreement, as amended herein, unless Tenant notifies City in writ prior to the expiration of the New Extension Term or the then current Additional Extension Term. The New Extension Term and the Additional Extension Term are collectively referred to as the Term ("Term"). City agrees and acknowledges that except that as such permitted use or other rights may be amended herein, Tenant may continue to use and exercise its rights under the Agreement as permitted prior to the New Extension Term. April 13 AGR- 4856.1 2 Section 4.Fees.is revised to reflect the following: A.Commencing on March 27th, 2023, the Annual Fee payable under the Original Agreement shall be $20,566.24 per year, and shall continue during the Term, subject to adjustment, if any, as provided below. In the event of any overpayment of the Annual Fee, Tenant shall have the right to deduct from any future Annual Fee payments an amount equal to the overpayment amount. B.The Original Agreement is amended to provide that commencing on March 27th, 2028, the Annual Fee shall increase by ten percent (10%) and at the beginning of each Additional Extension Term thereafter, shall increase by ten percent (10%) as applicable. Section 5.Permitted Use. Tenant, its personnel, invitees, contractors, agents, subtenants, or its authorized sublessees, or assigns may use the Public Right-of-Way, at no additional cost or expense, for the transmission and reception of any and all communications signals and to modify, supplement, replace, upgrade, expand, including but not limited to the number and type(s) of antennas, or refurbish the equipment and/or improvements thereon, or relocate the same within the Public Right-of-Way at any time during the term of the Original Agreement for any reason, or in order to be in compliance with any current or future federal, state or local mandated application, including but not limited to emergency 911 communication services or for any other reason. City shall reasonably cooperate in obtaining governmental and other use permits or approvals necessary or desirable for the foregoing permitted use. If City does not comply with the terms of this Section, in addition to any other rights it may have at law, Tenant may terminate the Original Agreement and shall have no further liability to City. If City does not comply with the terms of this Section, Tenant will have the right to exercise any and all rights available to it under law and equity, including the right to cure default and to deduct the costs of such cure from any monies due to City from Tenant. Section 6.Notices are deleted in their entirety and replaced with the following: New Cingular Wireless PCS, LLC Attn: Network Real Estate Administration Re: Cell Site No.: LA3088; Cell Site Name: Newport Blvd. & Canyon View Fixed Asset No.: 10094523 1025 Lenox Park Blvd. NE, 3rd Floor Atlanta, GA 30319 With a required copy to: New Cingular Wireless PCS, LLC Attn: Legal Dept. Network Re: Cell Site No.: LA3088; Cell Site Name: Newport Blvd. & Canyon View Fixed Asset No.: 10094523 208 S. Akard Stret Dallas, TX 75202 3 Section 7.Authority of City Manager. Pursuant to Chapter 3.08 of the Orange Municipal Code, the City Manager is authorized to approve and execute amendments to the Agreement to adjust the compensation and revise the Term as provided herein. Section 8.Integration. This First Amendment amends, as set forth herein, the Original Agreement and, except as specifically amended hereby, the Original Agreement shall remain in full force and effect. To the extent that there is any conflict or inconsistency between the terms and provisions of this First Amendment and the terms and provisions of the Original Agreement, the terms and provisions of this First Amendment shall control and govern the rights and obligations of the parties. IN WITNESS hereof, the parties enter into this First Amendment effective the year and day first above written. TENANT NEW CINGULAR WIRELESS PCS, LLC,CITY OF ORANGE, a municipal corporation a Delaware limited liability company By: AT&T Mobility Corporation Its: Manager By: Thomas C. Kisela City Manager *By: Printed Name: APPROVED AS TO FORM: Mary E. Binning, City Attorney *NOTE:If Tenant is a corporation, the City requires the following signature(s): --(1) the Chairman of the Board, the President or a Vice-President, AND (2) the Secretary, the Chief Financial Officer, the Treasurer, an Assistant Secretary or an Assistant Treasurer. If only one corporate officer exists or one corporate officer holds more than one corporate office, please so indicate. OR --The corporate officer named in a corporate resolution as authorized to enter into this Agreement. A copy of the corporate resolution, certified by the Secretary close in time to the execution of the Agreement, must be provided to the City. Misty Snowden NEW TERM SHEET [Behind this page.]                                                                     