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TELEC01\1MUNICATIONS LEASE AGREEMENT

THIS TELECOMMUNICATIONS LEASE AGREErv,IBNT(the "Lease Agreement" or
"Agreement"), is made this ;?-i/ l,L:) day of
Cfd:J(?"V' 1{> f by and between the
BALTIMORE CITY BOARD OF SCHOOL COMMISSIONERS, hereinafter called LESSOR
OR OWNER, and T-Mobile Northeast LLC, a Delaware limited liability company, hereinafter
called LESSEE ORT-Mobile.

WHEREAS, pursuant to Senate Bill 795 (1997 Regular Session), the New Baltimore City Board
of School Commissioners was created and was vested with jurisdiction and control over property
used by the Baltimore City Public School System formerly held by the City. The Mayor and City
Council of Baltimore pursuant to Senate Bill 795 has transferred its possessory interest in the
subject property pursuant to the Memorandum of Understanding between the New Baltimore
City Board of School Commissioners and the Mayor and City Council of Baltimore dated June
24, 1998, to the aforementioned Board and the aforementioned Board has agreed to accept these
responsibilities.
WHEREAS, in the event that, by operation of law, the Baltimore City Board of School
Commissioners ceases to exist at a future time, all possessory interest to the subject property
would automatically revert to the City.
WITNESSETH, that the Lessor, in consideration of the lease fee hereinafter specified to be paid,
and the performance of the covenants hereinafter set forth, hereby grants to the Lessee, an FCC
approved operator, a nonexclusive lease to operate communications equipment on certain
property located in Baltimore City, State of Maryland.
1. LEASED INSTALLATION:
For and in consideration of the payment of the Rent and performance of the covenants and
agreements set forth herein, upon the part of Lessee to be observed and performed, Lessor leases
to Lessee the right to construct, operate and maintain certain communications equipment
(described as Exhibit "A" hereto) ("Equipment") on a portion of the land and/or building owned
and operated by the Mayor and, City Council of Baltimore, and described as Exhibit "B" hereto
("Property''), owned by Lessor and. Subject to the provisions hereinbelow, Owner hereby leases
to T-Mobile and T-Mobile leases from Owner approximately two hundred (200) square feet of
space and all other access and utility easements necessary or desirable (collectively, "Leased
Premises") as may be described generally in Exhibit "C" annexed hereto.
The Equipment shall be installed in the manner and at the location described as Exhibit
"C" hereto ("Leased Installation").
Lessor also grants to Lessee nonexclusive rights of access over so much of the Property
specified in Exhibit "C" hereto for the installation and maintenance of wires, cables,
conduits and pipes necessary for the installation, operation and maintenance of the Leased
Installation
as is

Exhibits A, B, C and D (as described below) are attached hereto and made a part hereof.

Halt/Washington
BAC470: Westport Academy

It is expressly agreed by the parties that, except for the Leased Installation, the Lessee
does not have exclusive rights to the Property, and that Lessor may enter additional Lease
Agreements with third parties for the construction and operation of additional communications
facilities on the property and further that Lessor may itself construct and operate such facilities
upon the Property.
Upon the full execution of this Lease Agreement, Lessee may have access to the Property
to perform such tests and studies as Lessee may deem necessary to determine the suitability of
the Property for Lessee's intended operations. Lessor shall reasonably cooperate with such tests
and studies, provided Lessee does not interfere with the operation of the Property. If Lessee
determines, in its sole discretion, that the Property is not suitable for Lessee's intended operations
(whether for technological, economic or other reasons), then Lessee may terminate this Lease
Agreement, without liability, by written notice delivered to Lessor.

2.

TERM:

The first term ("Initial Term") of this Lease Agreement will be for a period of five (5)
years. The Initial Term shall begin on the date that (the "Commencement Date") which is the last
to occur of (a) the first day of the calendar month following Lessee's receipt of the last of the
necessary local, state and federal approvals, licenses and permits so as to permit construction
and/or installation of equipment on and use of the Leased Property for all purposes permitted by
this Agreement such approvals, licenses and permits hereinafter collectively called the
("Approvals"), or (b) the first day of the calendar month following Lessee's commencement of
construction pursuant to this Agreement.
LESSEE shall have the duty to notify the LESSOR in writing of the Commencement
Date. At that time the parties shall enter into a Commencement Date Agreement, a copy of which
is attached hereto as Exhibit "D".
3.

OPTION TO RENEW:

Lessee may renew this Lease Agreement for three (3) additional periods of five (5) years
each ("Renewal Periods"), upon the same terms and conditions as govern the Initial Term, except
as is otherwise set forth in Section 4 hereof. Options to renew shall be effective provided Lessee
is not in default under any of the terms of the Lease Agreement the date of the commencement of
the Renewal Period in question. All renewals shall be automatic unless Lessee provides written
notice to Lessor of its intention not to renew at least ninety (90) days prior to the end of the
Initial Term or the Renewal Period, as applicable.
If at the end of the Initial Term and all of the Renewal Periods provided for herein this
Lease Agreement has not been terminated by either party, this Lease Agreement shall continue in
force upon the same terms and conditions except for a four percent (4 %) annual rent increase
each year for a further term of one (1) year, and so on from year to year until terminated by
either party at the end of any such one (1) year term) giving to the other written notice of an
intention to so terminate at least sixty ( 60) days prior to the end of the term, but in no event shall
this Agreement extend longer than twenty (20) years in total.
4.
RENT:
Lessee covenants to pay the Lessor an annual rent in the amount of Twenty Three Thousand
Nine Hundred Eighty-Eight and no/100 ($23,988.00) Dollars ("Lease Fee"), payable in equal
monthly installments of One Thousand Nine Hundred Ninety-Nine and no/100 Dollars
($1,999.00) for the first year of the lease.
The Lease Fee shall be paid to the Lessor within 15 days of the Commencement Date and on the
first day of each month thereafter. The Lease Fee shall increase on each anniversary of the
Commencement Date by an amount equal to four percent ( 4 % ) of the Lease Fee in effect for the
previous year.
r:alt!Washingtan
BAC470. Westport Academy

Each payment shall be sent to the office of Lessor designated in Section 31 hereof or at such
other place as may be designated by Lessor from time to time in writing. The Rent shall be paid
to Lessor without any prior demand therefore, and without any deduction or setoff whatsoever.
Lessee shall pay Lessor a late payment charge equal to five percent (5%) of the amount due for
any payment that remains unpaid for more than ten (10) days after receipt by Lessee of notice
that such money was not received when it was due and payable.
If this Lease Agreement is terminated prior to its expiration pursuant to Section 29 hereof, the
Lease Fee shall be prorated to the date of termination.
1
en (20) days of the full execution of this Agreement, Lessees
Thousand Five
as a s
nus contingent upon
'Sor executing this Agreement no later than the close of business September 29, 2

5.

USE OF PREMISES:

(a) Lessee agrees to use the Leased Premises solely for the purpose of construction, erection,
reconstruction, operation, maintenance, repair and removal of a communications operation.
All stmctures and equipment intended to be used on the Leased Premises and the frequencies of
operation of such equipment are set forth in detail in Exhibit C (collectively, "Lessee's
Equipment"). Further, Lessee shall have the right, at its expense, to erect and maintain on the
Premises an emergency services_locationbased system, which includes without limitation,
antenna(s), coaxial cable, base units and other associated equipment, or any equipment or system
which may be required by any county, state or federal agency/department, including, but not
limited to, the Federal Communications Commission ("FCC"). All equipment installed as part of
an emergency services location based system shall be considered Lessee's Equipment.
Lessee shall not place any advertisement or other notice on or about the Leased Premises which
identifies the Lessee in any way ( except for emergency notification postings). Lessee shall, at its
expense, comply with all present and future federal, state, and local laws, ordinances, rules and
regulations (including laws and ordinances relating to health, safety, radio frequency emissions,
and radiation) in connection with the use, operation, maintenance, construction and/or
installation of Lessee's Equipment on the Leased Premises.
(b) Lessee shall be permitted to use the area reasonably agreed upon by Lessor and Lessee, to be
described in Exhibit C hereof, for ingress and egress to and from the Leased Premises for the
use and benefit of the Leased Premises, or such other access easements as Lessor may designate
during the term ofthis Lease. Lessee shall have 24-hours-a-day, 7-days-a-week access to the
Leased Premises at all times during the term of this Lease Agreement.
The Lessor agrees to permit the Lessee and its contractors reasonable access during normal
working hours defined as Monday through Friday 8 am to 4 pm (unless otherwise consented to
by the Lessor) to the Property to facilitate the installation, operation and maintenance of the
Equipment and the removal thereof, but only under Lessor's supervision and subject to
reasonable prior notice to the Lessor. Lessor shall provide Lessee phone numbers in order to
gain immediate access to the Property in case of emergencies which occur after normal business
hours. Lessee, or Lessee's employees, agents, contractors, subcontractors, lenders or invitees,
shall make contact with Baltimore City School System personnel before being granted access to
the Leased Premises.
If access is required after normal operating hours, Lessee shall reimburse Lessor One Hundred
Dollars ($100.00) for Building access. In the event of an emergency, Lessee can be reached
twenty-four (24) hours per day, seven (7) days per week at N. 0. C. C. 888-218-6664.
Lessee shall have full and free access 24 hours a day, seven days a week to any of its Equipment
not located within the Building or on top of the Building.
Lessor, accompanied by a representative of Lessee, shall be permitted access to the site of the
Leased Installation at all times.
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BAC470. Westport Academy

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( c) Lessee shall have the further right, at no cost or expense to Lessor, to constrnct, erect, install,
operate and maintain aerial and/or underground communication cables from the Leased
Premises, over, across and through that portion of the Property reasonably agreed upon by Lessor
and Lessee described on Exhibit C to the nearest available utility source.
The foregoing shall be accomplished without interfering with the use or development of the
Property by Lessor, and promptly upon completion of such construction, erection or installation
Lessee shall, at its own cost and expense, repair any damage to the Property resulting from such
construction, erection, or installation.
(d) Lessor specifically reserves the right to develop the Property in any manner that does not
cause undue interference to Lessee's use of the Leased Premises.
(e) If Lessee wants to add any improvements, other than an emergency services location based
system, to the Leased Premises after initial construction drawings are approved by Lessor and
improvements specified in drawings are installed by Lessee, Lessee shall make its request in
writing and specify in detail the proposed change or modification in iccor:dance with Paragraph 5
of this Agreement. Lessor will respond to any such request within ~dfR~ (iO) working days of
:--:A .
receipt. Lessor shall not unreasonably withhold, condi~I.4 d~lay or deny approval of any
.:;}'7i:;;proposed change. Should Lessor fail to respond within ~
(30) working days, the proposed
change shall be deemed approved. A change or modification solely to the interior of any cabinet
is not considered a change or modification of Lessee's Equipment. Lessee shall have the right to
substitute, modify, change or replace any of its communications equipment, including antennas,
which was previously approved for installation by Lessor, without the permission of Lessor.
(f) Lessee agrees to install and operate equipment of a type and frequency which will not cause

interference in any way to Lessor's operation or to the operation of Lessor's existing tenant if
any, (collectively "Lessor's Operations") located on the Property on the Commencement Date or
to Lessor's Operations at any future date when Lessee desires to add additional equipment to the
Leased Premises with respect to Lessor and Lessor's tenants with rights in the Property prior in
time to Lessee's. In the event Lessor believes, in Lessor's reasonable judgment and opinion, that
an installation or activity of Lessee is directly causing interference to Lessor's Operations, Lessor
shall give oral notice of the interference at a number posted at the site (to be followed by written
notice) to Lessee and Lessee shall immediately dispatch within forty-eight (48) hours authorized
representatives to inspect and test Lessee's operations and equipment. In the event of an
emergency, Lessee shall disconnect its operations and equipment from a remote location. Lessor
shall cause an independent third-party expert to perform, upon notice to Lessee, a technical
evaluation to determine the cause of interference. If, after considering the results of Lessee's
inspection and tests or any technical evaluation performed by Lessor, Lessor determines that
Lessee is, in fact, directly causing interference to Lessor's Operation, Lessor shall, within six (6)
hours of such determination, notify Lessee and Lessee shall immediately cease interfering with
Lessor's Operation. In any event, if Lessee fails to cease its interference with Lessor's Operation
within twelve (12) hours of such determination, Lessor shall have the right to take whatever steps
it deems necessary, in its reasonable judgment and discretion, to cause the interference to cease.
Lessee shall be responsible for all reasonable payments/expenses that occur as a direct result of
having to correct any interference problems caused solely by Lessee.
For a period of thirty (30) calendar days after Lessor determines that Lessee's operations have
caused interference and that the interference has not ceased within twelve (12) hours of such
determination, Lessee may request, and, if its request is approved by Lessor, remain on the
Leased Premises and 'perform intermittent testing of potential cures during specified hours.
Lessor's approval of a request to remain and conduct intermittent testing during specified hours
shall not be unreasonably withheld, delayed or conditioned.
Lessor's sole liability to Lessee for action taken pursuant to this Paragraph shall consist of the
value of any damage or repairs made necessary by willful or negligent acts of Lessor. In no
event shall Lessor be liable for loss in value of Lessee's equipment, or any loss of revenue by
Lessee resulting from removal, which is not the result of Lessor's willful or negligent act, or for
any consequential or other damages to Lessee.
Similarly, Lessor shall not use, nor shall Lessor permit its employees, invitees, agents, or
existing or future licensees or lessees to use, any portion of the Property in any way which

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BAC470. Westport Academy

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interferes with the operations of Lessee. Such interference shall be deemed a material breach by
Lessor, who shall, upon written notice from Lessee, be responsible for terminating said
interference. In the event any such interference does not cease promptly, the parties
acknowledge that continuing interference may cause irreparable injury and, therefore, Lessee
shall have the right, in addition to any other rights that it may have at law or in equity, to bring a
court action to enjoin such interference or to terminate this Lease Agreement immediately upon
written notice.
(g) Lessor hereby grants Lessee, its employees, contractors, subcontractors, agents,
representatives and invitees a non-exclusive right to use an area for ingress and egress by
vehicular traffic over that portion of the Property designated in Exhibit C hereof or such other
area of similar dimensions as may be designated by Lessor to the Leased Premises, for the
purpose of constructing, installing, maintaining, operating, repairing and removing Lessee's
Equipment. Should such area be taken or otherwise removed or made unusable, Lessor and
Lessee shall reasonably determine another area for Lessee's non-exclusive use.
(h) Lessor hereby grants to Lessee, at its option, the right to survey the Leased Premises. Said
survey, along with any site plan shall become Exhibit B to this Lease.
(i) Lessee shall have the right to remove all or any portion of Lessee's Equipment from time to
time, whether before or after a default under this Lease, in Lessee's sole discretion and without
Lessor's consent. Lessee at its own expense shall dispose of any materials used or generated
during any and all construction, erection, reconstruction, operation, maintenance, repairs or
removal activities.

G) Lessor hereby grants Lessee and the local utility and telephone companies entry/access to
construct, install, maintain, operate, provide, repair and remove overhead and/or underground
communication and electric power lines and systems along, over and/or under that portion of the
Leased Premises designated in Exhibit C hereof; and telephone and electric service to the Leased
Premises. It is hereby understood by both Lessor and Lessee that the aforementioned
entry/access will not take the place of, and shall not be construed to replace any necessary
easements, right of entry or license agreements that may be needed to accommodate any of the
activities mentioned in this paragraph (i).
6.

CONSTRUCTION AND OPERATION:

A.
General
At Lessee's expense and with minimal disruption to Lessor and any
other tenants or lessees of Lessor, Lessee may install, operate and maintain the Leased
Installation on the Property. Lessee's installation, construction and operation of the Leased
Installation hereunder shall comply with applicable law and regulations, including, without
limitation, applicable health, safety and environmental requirements and any applicable Federal
Communications Commission ("FCC") regarding tower painting and lighting; FCC tower
registration; FCC RF radiation; FCC technical; and Federal Aviation Administration ("FAA")
requirements. Subject to the provisions of this Lease Agreement, Lessee agrees that all work
done by it in connection with this Lease Agreement shall be done, in a neat and good
workmanlike manner, and shall not interfere with the Lessor's normal operation of the Property.
B.
Construction Plan
At least sixty (60) days prior to initiation of any
construction by Lessee hereunder, Lessee shall submit to Lessor a detailed construction plan
("Construction Plan") for Lessor's prior written approval. Lessee may not initiate any
construction whatever hereunder without securing such prior written approval by Lessor. The
Construction Plan shall include, at a minimum: (a) complete list of all equipment to be installed
on the Property hereunder, including weight, size and installation location; (b) an exhibit by a
professional communications engineer describing Lessee's construction, equipment and
transmission proposal and certifying that such proposed construction and operation will comply
with applicable law, including FCC and FAA rules and regulations; (c) description of procedures
to be followed for coordinating all phases of construction with Lessor {including designation of
a Lessee contact person); (d) description of procedures for minimizing disruption caused by
construction and operation to Lessor and Lessor's other lessees, tenants and invitees; ( e) dates

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BAC470. Westport Academy

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work is expected to begin and end;() names and addresses of each architect, engineer and
designer engaged by Lessee to plan and carry out construction on the Property; (g) names and
addresses of each contractor proposed by Lessee to conduct the work hereunder; (h) certification
by Lessee that all of the requirements set forth in this Lease Agreement will be adhered to by
Lessee and, to the extent applicable, by any contractor or subcontractor who executes the work;
and (i) copies of all other documents and plans reasonably requested by Lessor.
Lessor shall notify Lessee of its written approval or disapproval of the Construction Plan
by no more than thirty (30) days from Lessor's receipt of the Construction Plan. If Lessor fails
for any reason to approve said plans within the 30-day time period, said plans shall be deemed
approved. Lessor has the right to withhold its approval to the Construction Plan if it reasonably
believes there is a possibility that the construction and/or operation proposed by Lessee
thereunder would violate the provisions of this Lease Agreement; interfere with the enjoyment of
the Property by Lessor and/or any other lessees, tenants or invitees of the Lessor; create a hazard
to health, safety or the public welfare (as defined by applicable law); or violate applicable
federal, state or local law. Without limiting the generality of the foregoing, Lessor may
disapprove the Construction Plan if it reasonably believes that operation of the Equipment is
likely to result in prohibited or otherwise harmful interference to the transmission or reception
capabilities of Lessor or of its lessees, invitees, or tenants at the Property as of the date of this
Lease Agreement. Once approved, the Construction Plan will be and is incorporated herein by
reference and made a part hereof, and will be subject to all of the terms and conditions hereof
C.
Lessee's Performance of Work.
In connection with any and all work to be
performed by Lessee in connection with the Leased Installation, Lessee agrees that: (a) all work
will be performed in accordance with the terms of the Construction Plan as approved by Lessor;
(b) the connected electrical load shall not exceed thirty-eight (38) kilowatts; (c) construction will
occur at such times and under such conditions as will avoid unreasonable disruption to the
Property, Lessor or its lessees at the property; (d) all of Lessee's contractors and subcontractors
will adhere to the Lessor's construction and delivery rules which shall be provided to Lessee
when construction plans are approved; ( e) Lessee shall promptly repair at its own expense any
injury or damage to the Property caused by Lessee, or any contractor or subcontractor engaged
by Lessee, on the Property; and() unless appropriate measures or alterations are taken, Lessee
shall not place a load to the Property which would individually or in combination with the
property of the Lessor and its other lessees, tenants and invitees interfere with load limitations (in
the sole but reasonable discretion of Lessor) and/or which may be allowed by law. Lessor
reserves the right to prescribe the weight and position of all "heavy equipment'' prior to
construction, and to prescribe the reinforcing necessary, if any, which in the opinion of Lessor
may be required m1derthe circumstances, and any such reinforcing shall be at Lessee's expense.
D.
Cables.
Lessor also grants to Lessee nonexclusive rights of access over so
much of the Property as is specified in Exhibit "D" hereto for the installation and maintenance of
wires, cables, conduits and pipes necessary for the installation, operation and maintenance of the
Leased Installation, all as set forth at Attachment "B" hereto.
It is expressly agreed by the parties that the Lessee does not have exclusive rights to the
Property, and that Lessor may enter additional lease agreements with third parties for the
construction and operation of additional communications facilities upon such area, and further
that Lessor may itself construct and operate such facilities upon the Property.
7.

UTILITIES:

Lessee, at its sole expense, shall arrange for its own separately metered electrical supply
from the local utility company and shall pay for all electrical and other utility charges attributed
to Lessee's use. Upgrading of utilities and installation of new utilities shall be done only with
Lessor's prior written consent and at Lessee's expense. In the event Lessee is unable to obtain
separate utility service, Lessee has the right to use an existing, unused submeter, if available, or
to install a separate submeter, at its sole expense, and draw electricity from the existing utilities
on the Property. Lessee may install such additional risers and feeders as may be reasonably
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BAC4 70. Westport Academy

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necessary to connect the submeter to the Equipment. After the meter is read by Lessor and billed
to Lessee, Lessee shall pay for the electricity it consumes in its operations at the rate charged by
the servicing utility company.
At Lessee's expense, Lessee may install on the Property a back-up uninterrupted power
supply ("UPS") system consisting of batteries, and a generator, and a fuel tank. The UPS system
and fuel tank shall be maintained at Lessee's sole cost and expense. Lessor shall have the right to
reasonably designate the location of such UPS system and fuel tank.
8.

DISTURBANCE/JNTERFERENCE:

Lessee shall not commit or suffer to be committed any waste upon the Property or any
nuisance or other act or thing which may disturb the Lessor, any other lessee or tenant of the
Lessor or their use and/or occupancy of the Property, or affect their quiet enjoyment thereof.
Without limiting the generality of the foregoing, Lessee covenants and agrees that the operation
of its facilities hereunder will fully comply with applicable FCC technical requirements and
Lessee will not intentionally or knowingly create or cause technical interference to any radio
communication or any electronic or other transmission or reception operations of Lessor or any
of Lessor's tenants, invitees or lessees existing at the Property prior to the installation of the
Equipment. In the event Lessee's use of the Property shall interfere with or obstruct the full, free
and proper operations of Lessor or other of Lessor's existing tenants, invitees or lessees, Lessee
agrees to use its best efforts and cooperate with Lessor to devise a way in which Lessee can
continue its use of the Property without such interference or obstruction. In the event of an
interference which affects City Emergency Communications Systems, Lessor shall give twentyfour (24) hours notice to Lessee and Lessee shall cease and desist operations upon receipt of
notice of the problem. Lessee will take all necessary steps to correct and eliminate the
interference consistent with appropriate government rules and regulations. If the interference
affects City Emergency Communications Systems, Lessee shall cease operation of its equipment
until such interference is cured, with the exception of intermittent testing necessary to determine
a remedy for the interference.
Lessor shall require that all future radio operators desiring to use this location will first
coordinate with Lessee to insure that their frequencies and antenna locations will be compatible
with Lessee's so as to prevent harmful interference. However, in the event that, subsequent to the
date of this Lease Agreement, Lessor leases space on the Property or grants a lease to use
antennas at the Property to a person or entity other than Lessee and said tenant or lessee causes
technical interference to Lessee's use and operation of its Equipment, or in the event that Lessor
at any time causes technical interference to such use and operation by Lessee, then Lessee shall
give Lessor notice in writing of such interference and an opportunity to cure. Upon receipt of
such notice, Lessor shall immediately endeavor to eliminate the interference and/or cause any
other tenant or lessee at the Property causing the interference to eliminate same. Lessor's failure
to comply with this paragraph shall be a material breach of this Lease Agreement. If such
interference does not cease promptly after the notice thereof by Lessee to Lessor then Lessee,
without liability to Lessor may sue to enjoin the interfering activity or declare this Lease
Agreement terminated pursuant to section 29(d) hereof.
9.

ALTERATIONS: RELOCATION: REMOVAL: RESTORATION:

Upon completion of construction under the Construction Plan, Lessee may not make any
additional alteration, installation, improvement, structural change or other modification to the
Property, or any part thereof, without first obtaining Lessor's prior written consent, in every
instance (excluding routine maintenance, repairs, the like-kind replacement of the Equipment, or
any modifications to the interior of the equipment shelter or items housed therein). Each request
for Lessor's consent shall be in writing and shall contain all pertinent information. Upon Lessor's
prior written consent, which may be withheld at the Lessor's reasonable discretion, Lessee may
remove and/or replace all or part of the Equipment and substitute other equipment at the
Property, all at Lessee's sole expense, on or before the expiration or earlier termination of this
Lease Agreement. Notwithstanding the foregoing, Lessee shall have the right to remove all of its

Balt/Washington
BAC470. Westport Academy

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Equipment from the Leased Installation prior to or upon termination or expiration of this Lease
Agreement. Lessee shall make any necessary repairs to the Property, minimal wear and tear
excepted, caused by such removal and/or replacement.

At the expiration or sooner termination of the Lease Agreement, Lessee shall, within
ninety (90) days and at its cost and expense, both remove its Equipment from the Property, and
restore the area affected by its Equipment to its original condition, reasonable wear and tear
excepted, repairing any damage or destruction to the Property caused by Lessee reasonable wear
and tear excepted.

After initial installation of the Equipment and the expiration of the Initial Term, Lessor
has the one-time right to require Lessee to relocate the Equipment on the Property, upon twelve
(12) months prior written notice to Lessee; provided, however, that (i) no relocation shall be
required to a location which will not permit the Equipment to function properly or which would
not allow for necessary transmission paths, in Lessee's sole discretion and (ii) Lessor shall bear
the reasonable cost of such relocation.
10.

GRAFFITI:

Lessee shall at all times keep and maintain the Leased Premises and the Lessee's
Equipment free of all graffiti located thereon. Lessor shall notify Lessee in writing if graffiti is
located on the Leased Premises or Lessee's Equipment. Thirty (30) days after notice in writing
is received by the Lessee, Lessor shall have the light to abate any graffiti present at the Leased
Premises and Lessee shall reimburse Lessor all costs directly attributable to abatement of
Lessee's Equipment which are incurred by Lessor in connection with such abatement within
thirty (30) days of Lessor's presenting Lessee with a statement of such costs.
11.

MAINTENANCE:

Lessee shall, at its own expense, maintain the Leases Premises, Lessee's Equipment, and
other personal property on the Leased Premises in good working order, condition and repair.
Lessee shall keep the Leased Premises free of debris and anything of a dangerous, noxious or
offensive nature or which would create a hazard or undue vibration, heat, noise or interference.

12.

PER.NIITS:

A.
This Lease is contingent upon Lessee's obtaining all necessary governmental
approvals, permits or licenses that Lessee may deem necessary. Lessee shall pay, as they
become due and payable, all fees, charges, taxes and expenses required for licenses and/or
permits required for or occasioned by Lessee's use of the Leased Premises.
B.
Lessee shall apply for, at its sole cost and expense, and obtain all federal, state,
county and other permits and governmental authorizations required in order to construct, operate,
or otherwise implement its use of the Leased Premises, including but not limited to, any variance
or special exception required under the Baltimore City Zoning Regulations. Lessee shall provide
Lessor with copies of all permits and governmental authorizations, and no installations or other
work will be performed by Lessee until such permits are submitted to Lessor. Notwithstanding
the foregoing, if Lessee is unable to obtain any required permits, approvals or authorizations as

required in this paragraph, the Lessee, shall have the right, without obligation, to terminate this
Lease immediately and render it null and void from the date of termination.
13.

OWNERSHJP OF EQUIPMENT:
(a) The Equipment shall remain the property of Lessee or its contractor and shall not be

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BAC470. Westport Academy

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considered to be a fixture of the Property.

(b)
Lessor waives any lien rights it may have concerning the Equipment, all of which
are deemed Lessee's personal property and not fixtures, and Lessee has the right to remove the
same at any time without Lessor's consent.
( c)
Lessor acknowledges that Lessee has entered into a financing arrangement
including promissory notes and financial and security agreements for the financing of the
Equipment ("Collateral") with a third party :financing entity (and may in the future enter into
additional financing arrangements with other financing entities). In connection therewith, Lessor
(i) consents to the installation of the Collateral; (ii) disclaims any interest in the Collateral, as
fixtures or otherwise; and (iii) agrees that the Collateral shall be exempt from execution,
foreclosure, sale, levy, attachment, or distress for any Rent due or to become due and that such
Collateral may be removed at any time without recourse to legal proceedings.
14.

FEASIBILITY & APPROVALS:

Prior to the Commencement Date of this Agreement, Lessee shall have full access to the
Leased Premises with prior notice to Lessor for the purposes of undertaking any necessary tests,
studies, and inspections relating to Lessee's proposed use of the Leased Premises and at such
times as Lessor and Lessee mutually agree. In the event Lessee is unable to utilize the Leased
Premises for the purpose stated herein, and terminates this Agreement pursuant to provisions
herein, Lessee agrees that it shall restore the Leased Premises and such other portions of the
Property that have been damaged, modified or altered by or on behalf of Lessee as nearly as
possible to their original condition.

Prior to beginning any operation of the Leased Installation, Lessee shall secure all
necessary leases, permits and other approvals, including but not limited to FCC and zoning and
building permits and/or authorizations, required for Lessee's use of the Property and operation of
the Equipment hereunder (all such approvals hereinafter referred to as "Approvals").

Upon request, Lessor agrees to cooperate with Lessee, in obtaining such Approvals;
however, Lessee shall bear all costs and expenses associated with any such efforts undertaken by
either Lessee or Lessor, including providing reasonable compensation to Lessor for Lessor's time
and efforts in providing such cooperation. It is expressly agreed that Lessor's obligation to
provide reasonable cooperation in securing the Approvals does not include any obligation, as a
regulatory authority, to issue any zoning or any other local Approval. Lessee shall take all
necessary steps to maintain all Approvals in full force and effect, including complying in all
material respects with the terms and conditions of the Approvals; complying with applicable law
and regulations governing Lessee's conduct under this Lease Agreement; effectuating proper and
timely filing of all reports and other documents with the relevant governmental authorities
pertinent to the Approvals; and timely seeking all necessary renewals, extensions and/or other reauthorizations of the Approvals. In the event any such application is finally rejected or Lessee, in
its reasonable discretion, believes such application approval will be too costly, time consuming
or there is a reasonable likelihood that said application will be rejected or any certificate, permit,
license or approval issued to Lessee is canceled, expires or lapses, or is otherwise withdrawn or
terminated by governmental authority, or soil boring tests or radio frequency tests are found to be
unsatisfactory so that Lessee, in its sole discretion, will be unable to use the Leased Property for
its specified purposes, Lessee shall have the right to terminate this Agreement.

Upon installation of the Equipment, Lessee shall provide Lessor with such evidence as
Lessor may reasonably require of compliance with laws, including (if appropriate), regulations of
the FCC and FAA.

15.

USE OF COMMON AREA:

The use and occupation by the Lessee of the Property shall include the use in common

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with others entitled thereto of the Property's access areas and areas adjacent to the Leased
Installation. All portions of the common areas which Lessee may be permitted to use and occupy
are used and occupied subject to the terms and conditions of this Lease Agreement and to the
rules and regulations for the use thereof as may be prescribed from time to time by the Lessor.
16.

QUIET ENJOYMENT:

Upon payment by the Lessee of the Lease Fee and additional fees or money as provided
for in this Lease Agreement, and upon the observance and performance of all the covenants,
terms and conditions on Lessee's part to be observed and performed, Lessee shall peaceably and
quietly operate the Leased Installation for the term of this Lease Agreement without hindrance or
interruption by Lessor or any other person or persons lawfully or equitably claiming by, through
or under the Lessor, subject, nevertheless, to the terms and conditions of this Lease Agreement.
17.

LESSEE SHALL DISCHARGE ALL LlENS:

Lessee shall promptly pay all contractors and materialmen, so as to minimize the
possibility of a lien attaching to the Property, Equipment or Leased Installation. Should any such
lien be made or filed, Lessee shall cause the same to be discharged and released of record by
bond or otherwise within thirty (30) days after receipt of written request by Lessor.
18.

AESTHETICS:

Lessee shall not place or paint any sign. decoration, lettering or advertising matter on the
inside or outside of any part of the Property or at the Leased Installation except as approved by
Lessor or as required by applicable law. The Leased Installation shall be painted to conform to
the Property; shall otherwise not unnecessarily, in the reasonable judgment of Lessor, detract
from the aesthetic value of the Property; and shall be in full compliance with applicable zoning
requirements.
19.

ENVIRONMENTAL

(a) In strict accordance with all federal, state and local laws, neither Lessor nor Lessee shall at
any time store or use on the Leased Premises, (A) any "hazardous waste" as defined and
regulated by the Resource Conservation, and Recovery Act of 1976 ("RCRA"), as amended
from time to time, and regulations promulgated hereunder; (B) any "hazardous substance" as
defined and regulated by the Comprehensive Environmental Response, Compensation and
Liability Act of 1980 ("CERCLA"), as amended from time to time, and regulations promulgated
hereunder; (C) any "oil" as defined and regulated by the Maryland Environment Article Code
Ann. Sec. 4-401, as amended from time to time; (D) any "controlled hazardous substance" as
defined and regulated by the Maryland Environment Article Code Ann., Title 7, subtitle 2, as
amended from time to time and regulations promulgated hereunder; and (E) any substance the
presence of which on the Leased Premises is prohibited by any other federal, state, or local law,
now existing or hereinafter enacted applicable to the Leased Premises (all items referred to in
subparagraph (A) through (E) (hereinafter referred to as "Hazardous Substances"). In no event
shall Lessor or Lessee dispose of, treat, or manufacture any Hazardous Substances on, under or
about the Leased Premises.
(b) Lessee, at its own risk and expense, shall install and maintain its own storage facilities for
any Hazardous Substances permitted under Paragraph 19(a) in strict accordance with the
applicable federal, state and municipal laws and regulations, particularly, the Hazard and Solid
Waste Amendments of 1984, 42 U.S.C. 6991, et seq., and any and all regulations adopted
pursuant to or in contemplation of those laws, whether adopted at the time of execution of this
Lease, with respect to any Hazardous Substances which Lessee stores or uses on the Leased
Premises in accordance with subparagraph (a) hereof Upon request by Lessor at any time,
Lessee shall provide Lessor with evidence reasonably acceptable to Lessor that Lessee is in
compliance with all laws regulating Hazardous Substances.

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(c) In addition to all other indemnifications contained herein, Lessee, except for claims arising
from the negligent or willful acts or omissions of Lessor, its employees, agents, contractors, or
officers, specifically agrees to indemnify Lessor from any violations of Paragraph 19(a) directly
caused by Lessee, including, but not limited to, any expenses incurred in connection with or
arising out of any environmental investigation of site conditions or any clean up, remedial,
removal or restoration work necessary or required by any federal, state, or local governmental
agency or political subdivision during the term of this Lease Agreement or at any time thereafter
as a result of such violation. Lessor shall indemnify and hold harmless Lessee from any and all
claims, damages, losses, liabilities, and expenses, including attorneys' fees, arising from the
presence of any Hazardous Substances being or having been on or under the Property at any time
prior to the date hereof. Lessee shall immediately comply with any notice from any federal, state
or local governmental agency or political subdivision of any environmental problem on, under or
about the Leased Premises, and, notwithstanding any other provisions ofthis Lease Agreement,
Lessee's failure to do so shall constitute an event of default without notice from Lessor. The
provisions of this paragraph (Paragraph 19) shall be in addition to, and separate from, any
remedies available to Lessor for breach by Lessee of its obligations under any of the provisions
of this Lease Agreement and shall survive expiration or earlier termination of this Lease
Agreement with respect to claims that occur during the term of this Lease Agreement.
20.

LIABILITY AND INDEJ\1NITY

Lessee shall indemnify, defend and hold harmless Lessor, its elected/appointed officials,
departments, and employees from any and all claims, demands, suits and actions including
attorneys' fees and court costs, connected therewith, brought against the Lessor, its
elected/appointed officials, departments employees, agents and representatives and arising as a
result of any direct willful, or negligent act or omission of Lessee, its agents or employees
EXCEPT for any and all claims, demands, suits and actions, including attorneys' fees and court
costs connected therewith, brought against Lessor, its elected/appointed officials, departments or
agents, representatives or employees, arising as a result of the willful, or negligent act or
omission of Lessor, its elected/appointed officials, departments, employees, agents and
representatives.
To the extent allowable under Subsection 5-303 (a), (b) and (c) of Courts and Judicial
Proceedings Article, Annotated Code of Maryland, entitled Local Government Tort Claims Act,
Lessor shall indemnify, defend and hold harmless Lessee, its officers and employees from any
and all claims, demands, suits and actions including attorney's fees and court costs, connected
therewith, brought against the Lessee, its officers and employees and arising as a result of any
direct willful, or negligent act or omission of Lessor, its agents or employees EXCEPT for any
and all claims, demands, suits and actions, including attorney's fees and court costs connected
therewith, brought against Lessee or Lessee's agents or employees, arising as a result of the
willful, or negligent act or omission of Lessee, its officers and employees.
The duties described in Paragraph 20 survive termination of this Lease Agreement with regard to
violations that occur during the term of this Lease Agreement.

21. INSURANCE:

The Lessee shall procure and maintain during the term of this Lease the following required
insurance coverages:
(a) Commercial General Liability Insurance at limits of not less than One Million Dollars
($1,000,000.00) per occurrence for claims arising out of bodily injuries or death, and property
damages. With those polices with aggregate limits, a minimum limit of Three Million Dollars
($3,000,000.00) is required. Such insurance shall include contractual liability insurance and
environmental insurance.
(b) Business Automobile Liability at limits of not less than One Million Dollars ($1,000,000.00)
per occurrence for all claims arising out of bodily injuries or death, and property damages. The

I
;

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insurance shall apply to any owned, non-owned, leased, or hired automobiles used in the
performance of this Lease.
(c) Workers compensation coverages as required by the State of Maryland, as well as any similar
coverage required for this work by applicable federal laws.
(d) The Mayor and City Council of Baltimore (in their official capacity) their elected/appointed
officials, departments, employees, representatives and agents, shall be covered, by endorsement,
as additional insureds with respect to liability arising out of activities performed by Lessee, its
employees, agents, representatives, contractors and subcontractors in connection with this Lease.
Lessee shall be covered, by endorsement, as additional insureds with respect to liability arising
out of activities performed by Lessor, its employees, representatives and/or agents in connection
with this Lease.

(e) The insurance shall apply separately to each insured against whom claim is made and/or
lawsuit is brought, except with respect to the limits of the insurer's liability.
(f) To the extent of the Lessee's negligence, the Lessee's insurance coverage shall be primary
Insurance as respects to the Lessor, its elected/appointed officials, departments, employees,
agents and representatives. Any insurance and/or self-insurance maintained by Lessor, its
elected/appointed officials, departments, employees, agents and representatives shall not
contribute with the Lessee's insurance or benefit the Lessee in any way where Lessee is found
negligent.

(g) Coverages shall not be suspended, voided, canceled, reduced in coverage or in limits, except
by the reduction of the applicable aggregate limit by claims paid, until after thirty (30) days prior
written notice has been given to the Lessor. There will be an exception for non-payment of
premium, which is ten (10) days notice of cancellation.
(h) Insurance is to be placed with insurers with a Best's rating of no less than A-VII, or if not
rated with Best's with minimum surpluses the equivalent of Best's surplus size VII and must be
licensed/approved to do business -in the State of Maryland.
(i) The Lessee shall furnish the Lessor a "Certificate of Insurance" with a copy of the additional
insured endorsement as verification that coverage is in force. The Lessor reserves the right to
require Lessee to produce a letter from Lessee's insurance broker verifying that the insurance
coverage required herein is -in effect.

G) Failure

to obtain insurance coverage as required or failure to furnish Certificates of Insurance

required may, after thirty (30) days written notice, opportunity to cure and failure to do so, may
render this Lease null and void; provided, however that no act or omission of the Lessor shall in
any way limit, modify or affect the obligations of Lessee under any provision of this Lease.

22.

AUTHORITY:

Lessee represents and warrants that it is duly organized, validly existing and in good
standing in the state of its incorporation. Lessee and Lessor each represent and warrant that they
have all right, power and authority to make this Lease Agreement and bind itself thereto through
the party set forth as signatory below.

23.
This section intentionally deleted.

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24.

__

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MAINTENANCE:

Lessee shall perform all repairs necessary to keep Equipment and the Leased Installation
in safe and good condition, reasonable wear and tear and damage from the elements excepted,
and in full compliance with all applicable laws and regulations. Lessor must give Lessee written
notice specifying any necessary repairs caused by Lessee's use or equipment. If Lessee fails to
make such repairs within a reasonable time after any damage occurs, Lessor shall have the right
to make all necessary and reasonable repairs, and Lessee shall reimburse Lessor for its expense
within fifteen (15) days, of Lessor presenting to Lessee a statement showing the cost of such
repairs. Lessor's repair of the Equipment and Leased Installation shall not relieve Lessee of its
obligations under this Section 24.
Lessor shall maintain and repair the Property (but only to the extent failure to do so
adversely affects the Leased Installation) so that it is in good and tenantable condition and repair,
reasonable wear and tear and damage from the elements or casualty excepted. No work shall be
done in or around the Property by Lessor which would adversely affect Lessee without thirty
(30) days prior notification to Lessee, except in the case of emergencies.

25.
LESSOR'S OPTION NOT TO REP AIR:
In case of damage by fire or other casualty to any part of the Property, Lessor may, in its sole and
absolute discretion, determine that the damage is so extensive that it may, at its option, choose
not to repair or rebuild the Property. In that event, this Lease Agreement shall be terminated
upon thirty (30) days written notice by Lessee. The Lease Fee shall be paid to or adjusted as of
the date of the casualty. Lessee shall thereupon vacate the Property and surrender the same to
Lessor, subject to the provisions of Paragraph 25 hereof. If Lessee chooses not to terminate this
Agreement, Rent shall be reduced or abated in proportion to the actual reduction or abatement of
use of the Premises.
26.

LESSOR'S LIABILITY:

Lessor shall not be liable for any damage to the property of Lessee or any
property/personal injury of and to Lessee's agents, representatives or employees nor for the loss
of any property of Lessee due to theft or otherwise, nor shall Lessor be liable for any injury or
damage to Lessee resulting from fire, explosion, gas, electricity, lighting, water, rain, snow,
dampness or any other cause of whatever nature, unless caused by the negligence or willful act
or omission of Lessor, its agents, employees or representatives.

27.
SUBORDINATION AND ATTORNMENT:
This Lease Agreement is subject and subordinate to all ground or underlying leases or leases and
to all mortgages which may now or hereafter affect the Property, and to all renewals,
modifications, consolidations, replacements and extensions thereof. Every such mortgage shall
recognize the validity of this Agreement in the event of a foreclosure of Lessor's interest and also
Lessee's right, to remain in occupancy of and have access to the Leased Property as long as
Lessee is not in default of this Lease Agreement beyond any applicable cure period. Conditioned
upon Lessee's receipt of a non-disturbance and attornment agreement for any such mortgage or
security interest, Lessee shall execute whatever instruments may reasonably be required to
evidence this subordination clause. In the event the Premises is encumbered by a mortgage
which predates this Lease Agreement, Lessor immediately after this Lease Agreement is
executed, will diligently attempt to obtain and furnish to Lessee, a non-disturbance and
attornment agreement between Lessor and lender for each such mortgage in a form reasonably
acceptable to Lessee.

-:

28.
ASSIGNMENT AND SUBLEASE:
Lessee shall not assign, transfer, mortgage or encumber this Lease Agreement, nor sublease the
Leased Installation ( or its rights hereunder), or any part thereof, without the prior written consent
of Lessor in its sole and absolute discretion in each instance except to its parent company, any
subsidiary or affiliate of it or its parent company or to any successor-in-interest or entity
Balt/Washington
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acquiring fifty-one percent (51 %) or more of its stock or assets, subject to any financing entity's
interest, if any, in this Agreement as set forth in Paragraph 13 above. Any required FCC or other
required consent shall be secured prior to any such assignment. The consent by Lessor to any
assignment or sublicensing shall not constitute a waiver of the necessity for such consent to any
subsequent assignment or sublicensing. If this Lease Agreement is assigned or subleased (as
permitted herein above), assignee or sublessee will be bound to the terms and covenants set
herein. Upon assignment, Lessee shall be relieved of all future performance, liabilities, and
obligations under this Lease Agreement, provided that the assignee assumes all of Lessee's
obligations herein. Lessor may assign this Lease Agreement, which assignment may be
evidenced by written notice to Lessee within a reasonable period of time thereafter, provided that
the assignee assumes all of Lessor's obligations herein, including but not limited to, those set
forth in Paragraph 28. This Lease Agreement shall run with the Land and shall be binding upon
and inure to the benefit of the parties, their respective successors, personal representatives, heirs
and assigns. Notwithstanding anything to the contrary contained in this Lease Agreement,
Lessee may assign, mortgage, pledge, hypothecate or otherwise transfer without notice or
consent its interest in this Lease Agreement or the Equipment to any financing entity, or agent on
behalf of any :financing entity to whom Lessee (i) has obligations for borrowed money or in
respect of guaranties thereof, (ii) has obligations evidenced by bonds, debentures, notes or
similar instruments, or (iii) has obligations under or with respect to letters of credit, bankers
acceptances and similar facilities or in respect of guaranties thereof.
29.

TERMINATION:

This Lease Agreement may be terminated as follows:

A.
Subject to the Provisions of Paragraph 9, by either party, upon default of any
term, condition or covenant, which default is not cured within thirty (30) days (or such longer
period as may reasonably be required to correct such failure or neglect with exercise of due
diligence) of the receipt of written notice of default by the defaulting party, provided that the
cure period for any monetary default is fifteen (15) days from date of receipt of notice. During
the continuance of any default after such notice and cure period, the non-defaulting party may
terminate this Lease Agreement by giving 30 days written notice of termination to the defaulting
party, and the non-defaulting party may exercise any other remedies it may have under this Lease
Agreement or at law;
B.
By either party without further liability, if the Property is condemned under the
terms and conditions described at Section 30 hereof;
C.
By Lessee, without further liability, upon thirty (30) days' prior written notice, if
the Leased Installation or Equipment are destroyed or damaged and rendered unsuitable for
normal use and cannot reasonably be repaired within sixty (60) days or if Lessee determines that
any of the Equipment cannot be used without receiving unacceptable interference from other
property or equipment adjacent to or in the area of the Property and the problem cannot
reasonably be corrected by Lessee within thirty (30) days.
D.
If, after the commencement of this Agreement, Lessee is unable to provide or
continue to provide service from the Leased Property due to the action of the FCC or by reason
of any law, physical calamity, governmental prohibition or other reasons beyond Lessee's control
so that Lessee, in its sole discretion, will be unable to carry out the purposes of its installation on
the subject premises, this Agreement may be canceled by Lessee upon thirty (30) days written
notice.
E.
By Lessee, without further liability, upon ninety (90) days prior written notice if
Lessee determines, based on technological or other developments, that it will be unable to utilize
the Leased Premises for their intended purposes.

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At the ternrination of this Lease Agreement, Lessee shall remove the Equipment from the
Property as provided at Paragraph 9 hereof.
30.

CONDEMNATION:

If a condemning authority other than Lessor takes all of the Property, or a portion
sufficient to render the Property unsuitable for Lessee's use, this Lease Agreement shall
terminate as of the date the title vests in the condemning authority. Sale of all or part of the
Property to a purchaser with the power of eminent domain in the face of the exercise of such
power shall be deemed a taking by condemnation. In such an event, Lessee shall have no right to
receive or share in any condemnation proceeds except that Lessee shall have the right to claim
and recover from the condemning authority, but not from Lessor, such compensation as may be
separately awarded or recoverable by Lessee on account of any and all damage to Lessee's
business and any costs or expenses incurred by Lessee in moving/removing its equipment,
personal property, and leasehold improvements.
In the event of a partial taking and Lessee elects to continue the Agreement in force,
Lessor shall reduce the rental on the Property by an amount proportionate to the part of the
Property taken by eminent domain or other such legal action.
31.

NOTICES AND OTHER SUBMISSIONS:

Every notice given in connection with this Lease Agreement must be in writing. Delivery
of any notice, or any payment required by the Lease Agreement, shall be given by hand delivery,
overnight delivery service, or certified or registered mail. It shall be deemed to have been given
when received by the recipient. Such notice or payment shall be given to the parties hereto at the
following addresses:
(LESSOR)
BALTIMORE CITY BOARD OF SCHOOL COMMISSIONERS
DEPARTMENT OF FACILITIES
200 E. NORTH AVENUE
ROOM407 A
BALTTh10RE, MARYLAND 21202
With Copies to:

LEGAL DEPARTMENT
200 E. NORTH AVENUE, ROOM 208
BALTTh10RE, MARYLAND 21202
OFFICE OF THE CHIEF OPERATING OFFICER
200 E. NORTH AVENUE, ROOM 409
BALTIMORE, MARYLAND 21202
MATERIALS MANAGEMENT AND LOGISTICS
200 E. NORTH AVENUE, ROOM 401
BALTIMORE MARYLAND 21202
And
(LESSEE)

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If to Lessee, to:

With copies to:

T-Mobile Northeast LLC

12920 SE 3gth Street
Bellevue, WA 98006
Attn: PCS Lease Administrator
With a copy to: Attn: Legal Dept.

T-Mobile Northeast LLC

4 Sylvan Way
Parsippany, NJ 07054
Attn: Lease Administration
Manager

T-Mobile Northeast LLC

360 Newark-Pompton
Turnpike
Wayne, NJ 07470
Attn: Lease Administration
Manager

or such other place as the parties shall designate from time to time in writing.

32.

SURRENDER OF PROPERTY:

Lessee shall, upon termination of the Initial Term or any Renewal Period, or any earlier
termination of this Lease Agreement for any cause, remove the Equipment as provided at
Paragraph 9 hereof, surrender all keys for the Property to Lessor at the place then fixed for the
payment of the Lease Fee, inform Lessor of all combinations on locks, safes, and vaults, if any,
on the Property, and quit and surrender to Lessor the Property, as prescribed in Section 9 hereof.

33.

This section intentionally deleted.

34.

HEADINGS:

All headings contained in this Lease Agreement are intended for convenience of
reference only and in no way define, limit, construe, or describe the scope or content of the
sections or articles of this Lease Agreement nor in any way affect this Lease Agreement.
35.

WAIVER:

A waiver by either party of any provision of this Lease Agreement shall not be deemed to
be a waiver of any other provision ofthis Lease Agreement.

36.

HEIRS AND ASSIGNS:

All rights and liabilities in this Lease Agreement granted to or imposed upon the
respective parties shall extend to and bind their respective successors and assigns. If there is
more than one person signing as Lessee, or more than one Lessee, they shall all be bound jointly
and severally by the terms, covenants and agreements of this Lease Agreement. No rights,
however, shall inure to the benefit of any assignee or transferee of Lessee unless the assignment
or transfer to such assignee or transferee has been approved by Lessor in writing, if applicable,
pursuant to Section 27 hereof.

37.

ENTIRE AGREEMENT/AMENDMENT:

Lease Agreement, as it may be supplemented or amended (including by the Construction

Plan, as approved by Lessor, contains all of the covenants, promises, agreements, conditions, and
understandings between Lessor and Lessee regarding the Property. This Lease Agreement may
not be amended or supplemented in any way except by written amendment signed by both
parties and approved by the Baltimore City Board of School Commissioners.

Balt/Washington
BAC470. Westport Academy

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38.

PARTIAL INVALIDITY:

If any term, covenant or condition of this Lease Agreement or the application thereof to
any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of
this Lease Agreement, or the application of such term, covenant or
condition to persons or circumstances other than those as to which it is held invalid or
unenforceable, shall not be affected thereby and each term, covenant or condition of this Lease
Agreement shall be valid and enforced to the fullest extent permitted by law.
39.

DISCLOSURE:

No member, official or employee of the Lessor shall have any personal interest, direct or
indirect, in this Lease Agreement, nor shall any such member, official or employee participate in
any decision relating to this Lease Agreement which affects his or her personal interest or the
interest of any corporation, partnership, or association in which he or she is, directly or
indirectly, interested, except such as is specifically permitted by law.
40.

LESSEE DEFINED. USE OF PRONOUN:

"Lessee" in this Lease Agreement means each and every person or party mentioned as a
Lessee. If there is more than one Lessee, any notice required or permitted by the terms of this
Lease Agreement maybe given by or to anyone thereof. The use of the neuter singular pronoun
to refer to Lessor and Lessee shall be deemed a proper reference even though Lessor and Lessee
may be an individual, a partnership, a corporation, or a group of two or more individuals, or
entities. The necessary grammatical changes required to make the provisions of this Lease
Agreement apply in the plural sense where there is more than one Lessor and Lessee and to
either corporations, associations, partnerships, or individuals, males or females, shall in all
instances be assumed as though in each case fully expressed.

41.

APPLICABLELAW:

The parties agree that the law of the State of Maryland, without giving effect to the law
governing conflicts oflaws, shall be applied in the interpretation of this Lease Agreement and
the rights of the parties hereunder.

42.

CONSENT:

No consent or approval required to be obtained or given under this Lease Agreement

shall be unreasonably withheld, conditioned, delayed, or denied.

43.

MEMORANDUM:

Lessee may record a memorandum of this Lease Agreement at Lessee's expense in the
form annexed hereto as Exhibit E and acknowledges that if Lessee records the Agreement, such
Memorandum of Agreement will be recorded by Lessee in the official records of the County
where the Property is located.

44.

COUNTERPARTS:

This Agreement may be executed in one or more counterparts, each of which shall be
deemed an original and all of which, taken together, shall constitute one and the same
instrument.

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45.

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INTERPRETATION:

The Agreement shall not be construed or interpreted for or against any party hereto
because the party drafted or caused that party's legal representative to draft any of its provisions.
46.

WANER OF LESSOR'S LIEN:

Lessor hereby waives any and all lien rights it may have, statutory or otherwise,
concerning the Equipment or any portion thereof, which shall be deemed personal property for
the purposes of this Lease Agreement, whether or not the same is deemed real or personal
property under applicable laws, and Licensor gives Lessee and Secured Parties the right to
remove all or any portion of the same from time to time, whether before or after a default under
this Lease Agreement, in Lessee's and/or Secured Party's sole discretion and without Lessor's
consent.

THIS SPACE
INTENTIONALLY BLANK

IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed the day
and year first above written.

ATTEST:

(}cJ~

BALTThiORE CITY BOARD OF SCHOOL

COMJvUSSIONERS

~e.~
Charlene C. Boston, Ph.D.,
Interim Chief Executive Officer

ATTEST:

Bait/Washington
BAC470. WestpmtAcad~

T-Mobile Northeast LLC, a Delaware limited

liability company

18

---~

. ---------...--

APPROVED AS TO FORM AND LEGAL SUFFICIENCY

TIDS

_jpJ_

DAY OF

$~;t))~7

~ C..i{)

per

2006

{ ~.

APPROVED BY BOARD OF SCHOOL CO:tv1MISSIONERS

TIDS

tA i/

DAY OF

(! C(of--(./\.-1

2006

Secretary: Charlene C. Boston, Ph.D.

Bait/Washington
BAC470. Westport Academy

19

-~---~-~---,

---- .. - -----

EXHIBIT A
EQUJPMENT LIST
ANTENNAS TO BE INSTALLED
Manufacturer and type number: Optimizer Panel Dual Polarized Antenna (9) : APXl 6PVl 6PVL-A
.
Ericsson Dual Duplex Tower Mounted Amplified Fullbank (18)
Weight and length: Panel Antennas (Each): Weight- 39.6 lbs
Dimensions53"xl2.9"x3 .1"
Tower Amps (Each): Weight-13.2 lbs
Dimensions- 12"x5.9"x3.5''
Transmission line manufacturer and type number: 18 coax cables
Diameter and length of transmission line: 1-5/8"
TRANSMITTER EQUIPMENT
Manufacturer and type number: RBS 2106 Cabinets
Physical dimensions: 63 W'x 511/5"x3T' including installation frame.
Rated power: 200-250V AC, 50/60 Hz
Operating Frequency: Tx: 869-894, 925-960, 1805-1880, 1930-1990 MHz
Rx: 824-849, 880-915, 1710-1785, 1850-1910 MHz
OTHER (e.g., STL, Satellite Earth Station, Emergency Generator)
Emergency Generator: TBD
Description and location of equipment:

REMARKS

Balt/Washington
BAC470. Westport Academ)'.

20

-----------

.. .,. ..

-----....,,..,.....----------~

EXHIBITB
Legal Description of the Property

From the Land Records of The City of Baltimore, at Lib er 3914, Folio 471:

ii.u tbt lot ot'gromd.dhat

~

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&ban

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8

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Aftw._fB 15 4-p ~ Ill

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u1F11ol111U..-~$11-,.

): o5l.~

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ot tile ~
11-Lde ot
ad rmm1lll'U.O. ud-ld.adbS oil tb ~

. ~-&- Clwa~ ~

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acirtllftd

to -the -ple.oe of bepnniq

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ud

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auen

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-------. ---

EXHIBIT C-1
The location of the Leased Premises within the Property (together with access and utilities}

is more particularly described and depicted as follows (E911 equipment to be installed in

the future -- not depicted}:

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PREPARED FOR:

:f.MOBILE

NORTHEAST LLC

um 1m11ou. mm mm1m, n mu
111. 1m1 2!,,ma FU lml m-1111

Bait/Washington
BAC470. Westport Academy

I IDLE:

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PREPARED Bl':

~oorf

SITE #BAC-4 70
EXISTING ROOFTOP/ BUILDING
2401 NEVADA STREET
BAL TIM ORE, MARYLAND 21230

22

WESTPORT ACADEMY

I ~~OAlE..Jl: I 30I 06 I DAAWN BY: DMT I CHECKED BY: RJK I PROJECT NO.:CF-705 I SHffi

,)

~sociF.~
lobk1 J. Kem, AIA
hp w. KiiJlt, l'E

1'Kl.:

LE-

m-ROld,"*'113l'baonbo.tl,,PA1!Mr,Q
rd. g~ W-&m1
ID: {6111J 917-8836

--

la--

EXHIBIT C-2
The location of the Leased Premises within the Property (together with access and utilities)
is more particularly described and depicted as follows (E911 equipment to be installed in
the future -- not depicted):

j!~;B

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421-11" !lO!Ta.1,6.1,ffJ;NNA

di
PREPARED FOR:

441-611

47'-4[[ TOP Cf" ANTENNA

I TITlE:

PREPARED BY:

WESTPORT ACADEMY

~oor1

SITE #BAC-4 70
EXISTING ROOFTOP/ BUILDING
2401 NEVADA STREET
BATIMORE, MARYLAND 21230

:f.MOBILE

NORTHEAST LLC

1!151 BALT.flORE HENlf BElTnlLLE. MD !Dlli

111. (UDl 2H-HDD FAX !Hll 2e1.am

TO~

4.51-1,11 CENTERLI IE ANTEl-U,IA

DATE:

01_!1_ 06

DRAWN BY:

DMT

CHECKED BY:

RJ<

PROJECT NO.:

OP-705

~socE~
Rohm J. Kohn, AJA
Rep W. Kublt, PE

SHEET NO.:

LE-13

:f~..:U<>Od;s..tct1o,1,,:_c!';,J'~,=

""".,...~

....,,,~

@1PI

Balt/Washington
BAC470. Westport Academy

23

EXHIBITD
COMMENCEMENT DATE AGREEMENT
This Commencement Date Agreement (the "Agreement") is made and entered into this __
day of
_______
, 20~ by and between the BALTIMORE CITY BOARD OF SCHOOL COMMISSIONERS,
(Lessor) and T-MOBILE NORTHEAST LLC, a Delaware limited liability company (Lessee).
WHEREAS, Lessor and Lessee entered into a Lease Agreement ("Lease") dated
pursuant to
which Lessor demised and leased to Lessee, and the latter rented from the former a portion of certain premises
identified as the BAC470 WESTPORT ACADEMY site, as more particularly described in Exhibit "B" of the Lease
attached thereto;
WHEREAS, the exact commencement and termination date of the Lease term was not expressly ascertainable.
WHEREAS, the parties are now able to determine a lease commencement date because Lessee began construction at
the premises on
, 20_, and a building permit was issued to Lessee on
20
.
---------~
NOW, THEREFORE, THIS AGREEMENT WITNESSETH, that pursuant to the provision of the Lease relating to
the commencement and termination of the Lease term, Lessor and Lessee, for themselves, their successors and
assigns, intending to be legally bound hereby agree and stipulate as follows:
I. The Lease term commenced on the __
day of
, 20~, and the
Lease term will terminate (unless sooner terminated or extended as provided in said Lease) on the __
day of
, 20_.
TI. This Agreement is solely intended to constitute a confirmation by the parties hereto of the
commencement and termination dates of the lease term as provided in the Lease, and is not intended to
amend or otherwise modify the Lease except as herein expressly set forth. The parties hereto aclmowledge
that the Lease is in full force and effect.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement for the purposes set forth above.
WITNESS:

REPRESENTATIVE FOR LESSOR:

BY:
WITNESS:

_________

(SEAL)

REPRESENTATIVE FOR LESSEE:

BY:

_________

(SEAL)

APPROVED AS TO FORM AND LEGAL SUFFICIENCY

This __
day of
, 20_

OFFICE OF LEGAL COUNSEL

\,,/11

@tY
I

Balt/Washington
BAC470. Westport Academy

24

~~~~~

--------------

------

--

-~---,.----

-----

-~.--- ------~

. ---------------------

Exhibit E
Memorandum of Lease
Assessor's Parcel Number: Ward 25, Section 05, Block 7462, Lot 001
Between Baltimore City Board of School Commissioners ("Landlordrr)and T-Mobile Northeast
LLC ("Tenant")
A Telecommunications Lease Agreement (the "Lease") by and between Baltimore City
Board of School Commissioners, a Maryland municipal corporation ("Landlord") and T-Mobile
Northeast LLC, a limited liability company ("Tenant") was made regarding a portion of the
following property:
See Attached Exhibit "A" incorporated herein for all purposes
The Lease is for a term of .five (5) years and will commence on the date as set forth in the
Lease (the "Commencement Date"). Tenant shall have the right to extend this Lease for three (3)
additional and successive five-year terms.
IN WITNESS WHEREOF, the parties hereto have respectively executed this memorandum
effective as of the date of the last party to sign.

LESSOR:

Baltimore City Board of School Commissioners

An

~-~~~~

By:
Printed Name:
Its:
Date:

~-rf~~

., - . .-

~.......,...,--a., .....

(I !I I r?Jii:Co
---,
/

LESSEE:
:

B,.
Printed Name:
Its:
Date:

~~~-~~

- --.--- -- --~

Memorandum of Lease EXHIBIT A

Legal Description

The Property is legally described as follows:

all

tllat l.ot of'poimd.dhat

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of..fun

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10. ~ WNtpon aat.-t 15

Gf }>qil1JIUlii s.,14 :Loil Qf

"41F

24 llblaktl

p-wi)d oon'Sllbl1us.,,531 lleN

(If
j

RahlW,mBAC470. Westport Academy

26

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