AT&T First Amendment - FINAL

FIRST AMENDMENT TO OPTION AND LAND LEASE AGREEMENT NEW CINGULAR WIRELESS DECEMBER 6, 2011 This First Amendment is made as of the ____ day of ______________, 20___, by and between the City of Boulder, a Colorado home rule municipality (“City”), and New Cingular Wireless PCS, LLC, a Delaware limited liability company (“Tenant”). The City and Tenant may hereinafter be referred to individually as a “Party” or collectively as the “Parties.” A. The Parties entered into an Option and Land Lease Agreement (the “Agreement”) for Tenant to install, operate, and maintain communications equipment on City property on December 6, 2011; and B.

The Parties desire to amend the Agreement to modify the notice section thereof;

and C. The Parties wish to amend the terms of the Agreement to amend the rental price and rent escalator, extend the term of the Agreement, and to clarify the promises and obligations of the Parties. NOW THEREFORE, in consideration of the promises and obligations set forth below, the Parties agree to amend the Agreement as follows: 1. Term. The Term of the Agreement shall be amended to provide that the current term, which commenced on December 6, 2021, shall expire on December 5, 2026 (“Current Term”), and commencing on December 6, 2026, will be automatically renewed, upon the same terms and conditions of the Agreement, for five (5) additional five (5) year terms (each an “Extension Term”). Hereafter, “Term” shall include the Current Term and any applicable Extension Term. The Term will automatically renew without further action by Tenant, unless Tenant notifies the City in writing of Tenant’s intention not to renew the Agreement at least sixty (60) days prior to the expiration of the Current Term or any Extension Term. The City agrees and acknowledges that, except 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 first Extension Term. 2.

Section 5, Rent, is amended to read in full as follows: 5.

RENT. (a)

Commencing the month following the date that Tenant commences construction (the “Rent Commencement Date”), Tenant will pay the City on or before the fifth (5th) day of each calendar month in advance, One Thousand Seven Hundred Fifty and No/100 Dollars ($1,750) (the “Rent”), at the address set forth below. In any partial month occurring after the Rent Commencement Date, Rent will be prorated. The initial Rent payment will be forwarded by Tenant to the City within forty-five (45) days after the Rent Commencement 1 Revised July 2022

Date. The Rent will increase by three percent (3%) per year starting on the first year anniversary of the Rent Commencement Date. (b)

Beginning on September 1, 2025, the Rent shall be Two Thousand Dollars and No Cents ($2,000). There shall be no increase in rent for six (6) months from September 1, 2025. Beginning on March 1, 2026, the Rent shall increase by three percent (3%) per year. In the event of any overpayment of Rent prior to or after the Effective Date, Tenant shall have the right to deduct from any future Rent payments an amount equal to the overpayment amount.

(c)

Rent payments shall be made payable to the City of Boulder and shall be sent to the City in the manner provided to Tenant in writing by the City.

(d)

In addition to the monthly Rent amount, after exercise of the Option, Tenant shall be responsible for the separate metering and cost of all utilities serving the Communications Facility (the “Tenant Costs”).

3. A certificate of insurance shall be provided to the City evidencing coverage for the extended term of the Agreement. 4. following:

Section 17 of the Agreement is hereby deleted in its entirety and replaced with the 17.

NOTICES. All notices, requests, payments of rent, demands, and other communications required or permitted hereunder shall be given as follows: For Notices of Default to Tenant: a)

To Tenant’s Lease NoticeIntake@att.com; and

Administration

Department

at

b)

To Tenant’s Law Department via First Class certified or registered mail, return receipt requested, or by a nationally recognized overnight courier, postage prepaid: New Cingular Wireless PCS, LLC Attn.: Legal Dept – Network Operations Cell Site #: COL05172 Cell Site Name: 19th & Sumac (CO) Fixed Asset #: 10549694 208 Akard Street Dallas, TX 75202-4206

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For Notices of Default to the City: a)

To the City at Facilities@bouldercolorado.gov; and

b)

To the City Attorney’s Office via First Class certified or registered mail, return receipt requested, or by a nationally recognized overnight courier, postage prepaid: City of Boulder 1777 Broadway Boulder, CO 80302

All other Notices will be sent: a)

To Tenant’s Lease Administration NoticeIntake@att.com ; and

b)

To the City at Facilities@BoulderColorado.gov

Department

at

A Notice by email will be effective on the first calendar day after it was sent unless the sender receives an automated message that the email has not been delivered. Electronic mail shall be sent with a read receipt, but a read receipt shall not be required to establish that notice was given and received. All other Notices shall be effective when received unless returned undelivered. Either Party hereto may change the place for the giving of notice to it by thirty (30) days’ prior written notice to the other Party hereto as provided herein. 5. This First Amendment is and shall be construed as part of the Agreement. In the case of any inconsistency between this First Amendment and the Agreement, the provisions containing such inconsistency shall be reconciled with one another to the maximum extent possible, and then, to the extent of any remaining inconsistency, the terms of this First Amendment shall control. 6.

Except as amended herein, the Agreement shall remain in full force and effect.

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IN WITNESS WHEREOF, the Parties to this First Amendment have caused it to be executed by their authorized officers as of the day and year first above written. This First Amendment may be executed in counterparts, each of which shall be original, but all of which together shall constitute a fully binding and executed amendment.

TENANT New Cingular Wireless PCS, LLC, a Delaware limited liability company By: AT&T Mobility Corporation Its: Manager

By: __________________________________ Print Name: ____________________________ Title: _________________________________ Date: ________________________________

CITY OF BOULDER _______________________________________ Nuria Rivera-Vandermyde City Manager ATTEST: _____________________________ City Clerk APPROVED AS TO FORM: ______________________________ City Attorney’s Office

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