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LESSEE Site: Key Highway

TELEC01\11VIUNICATIONS

LEASE AGREEMENT

i:HJS TELECO_MMUNI~ATIO~ LEASE AGREEM?NT (the "Lease Agreement" or


"Agreement"), rs made this <J
day of
201.J"byand between the
BALTIMORE CITY BOARD OF SCHOOL C MMJSSIONERS, hereinafter called LESSOR or
OWNER, and CELLCO PARTNERSHIP, a Delaware general partnership, d/b/a Verizon
Wireless, hereinafter called LESSEE.

ftrto......,,4

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 Mayor and City Council
of Baltimore (the "City"). Pursuant to Senate Bill 795, the City 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: (a) certain areas on the roof of the building (the "Building") located at 1100
Covington Street, Baltimore City, Maryland (the "Property") for Lessee's equipment platform,
equipment shelter and/or cabinets and emergency generator, pursuant to the Construction Plan
approved by Lessor in accordance with Section 6(B) of or otherwise expressly permitted by this
Lease Agreement, as such 13' x 29' screened platform area is.shown on Exhibit "C" (the
"Rooftop Premises"), certain antenna space shown as a bracketed area on the Building on
Exhibit "C", for the installation of Lessee's antennas and related equipment("Antenna Space"),
all for the purposes of constructing, operating, modifying, and maintaining communications
equipment (described in Exhibit "C" hereto) on a portion of the Property owned by the Mayor
and City Council of Baltimore and under the jurisdiction of Baltimore City Public School
System.The Rooftop Premises, Antenna Space and ancillary equipment installed pursuant to the
express terms of this Lease Agreement shall constitute the "Leased Premises".
The equipment shall be installed in the Leased Premises in the manner and location
described in Exhibit "C".
Subject to Section 6 hereof, Lessor also grants to Lessee nonexclusive rights of access
over somuch of the Property, which shall be specified in the Construction Plan approved by
Lessor in accordance with Section 6B, for the installation and maintenance of wires, cables,
conduits and pipes necessary for the installation, operation and maintenance of its equipment.
Exhibits A, B, C, D and E(as described above or below) are attached hereto and made a
part hereof.
Subject to Lessor's obligations regarding interference (including those set forth in

LESSEE Site: Key Highway

Section 8), it is expressly agreed by the parties that, except for the Leased Premises, the Lessee
does not have exclusive rights to the Property, and that Lessor may enter into 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") 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 will acknowledge the Commencement Date in the Commencement
Date Acknowledgement, 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 as of 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 Tenn or the Renewal Period, as applicable.
4.

RENT:

Lessee covenants to pay the Lessor an annual rent in the amount of Thirty FiveThousand One
Hundred Thirty Eight Dollars and Forty Cents ($35,138.40) Dollars ("Lease Fee11), payable in
equal monthly installments of Two Thousand Nine Hundred Twenty Eight Dollars and Twenty
Cents ($2,928.20) for the first year of the lease.
The first installment of the Lease Fee shall be paid to Lessor within thirty (30) days after
receipt of a written acknowledgement confirming the Commencement Date. Subsequent
monthly payments shall be payable on or before 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.
Each payment shall be sent to the office of Lessor designated in Section 30 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 setoffwhatsoever.
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.

LESSEE Site: Key Highway

If this Lease Agreement is terminated prior to its expiration pursuant to Section 28 hereof, the
Lease Fee shall be prorated to the date of termination.
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 facility.

All structures 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 A (collectively, "Lessee's
Equipment"). Subject to Lessee's obligations under this Lease not to interfere with Lessor's
Operations (as defined below), Lessee may, upon notice to Lessor, modify the frequencies at
which Lessee's Equipment may operate.
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 or RF emissions notification postings) or
as required by law. 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 and that are
applicable to 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 of this Lease. Lessee shall have 24-hours-a-day, 7-days-a-week rooftop access
to the Leased Premises 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 (which may be same day by telephone). 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 Public Schools
personnel (which may be by telephone) before being granted access to the Leased Premises.
If access is required after normal operating hours, Lessee shall reimburse Lessor 40.00 per hour,
per day 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 (866-862-4404) or such other phone number as
Lessee may provide to Lessor with at least 30 days written notice.
Notwithstanding anything herein to the contrary, Lessee shall, upon proper notification to
Lessor, request full access 24 hours a day, seven days a week to any of its Equipment located
within the Building or on top of the Building.
Lessor, accompanied by a representative of Lessee, shall be permitted access to the Leased
Premises upon reasonable prior notice to Lessee, unless in the instance of a bona fide emergency,
for which prior notice shall not be required, but Lessor shall promptly notify Lessee thereafter.
(c) Lessee shall have the further right, at no cost or expense to Lessor, to construct, 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 to the nearest available utility source. The foregoing shall be accomplished without
materially 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.

LESSEE Site: Key Highway

( d) Lessor specifically reserves the right to develop the Property in any marmer that does not
cause undue interference to Lessee's use of the Leased Premises.
( e) If Lessee desires to add any improvements, other than an emergency services location based
system, to the Leased Premises after initial Construction Plans (as defined in Section 6(B)
below) are approved by Lessor and improvements specified therein are installed by Lessee,
Lessee shall make its request in writing and specify in detail the proposed change or
modification. Lessor will respond to any such request within sixty(60) working days of receipt.
Lessor shall not unreasonably withhold, condition, delay or deny approval of any proposed
change. Should Lessor fail to respond within sixty(60) working days, the proposed change shall
be deemed approved. Notwithstanding anything in this Agreement to the contrary (including
Section 6(B) or Section 9), (i) a change or modification solely to the interior of Lessee's
equipment is not considered a change or modification of Lessee's Equipment, and (ii) Lessee
shall have the right to substitute, modify, change or replace (but not add to) any of its
communications equipment, including antennas, which was previously approved for installation
by Lessor, without the permission of Lessor.
Except for items permitted by (i) or (ii) above, any other additional antennas, cabinets,
generators or other related equipment not identified in the original construction plans as stated in
Section 6B, are subject to additional rent increases as agreed upon by Lessor and Lessee.
(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 tenants, if
any, located on the Property on the Commencement Date (collectively "Lessor's Operations") 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 twenty-four (24) hours
authorized representatives to inspect and test Lessee's operations and equipment. Lessee, at
Lessee's cost, (shall pay authorized representatives to inspect and test the site to determine the
extent Lessee directly causes such interference, but not to the extent interference is caused by
another tenant or occupant),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.
If Lessee's operations have caused such interference Lessee may remain on the Leased Premises
and perform intermittent testing of potential cures during specified hours (and reasonably agreed
to by the parties).
Lessor's sole liability to Lessee for action taken pursuant to this Section 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 ofrevenue 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
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

LESSEE Site: Key Highway

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 be added to and become a part of 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
Property as reasonably designated by Lessor; 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 section G).
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 Premises
on the Property. Lessee's installation, construction and operation of the Leased Premises
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 unreasonably interfere with the Lessor's normal operation of
the Property.
To the extent required by Lessor, Lessee has submitted to the Lessor, prior to Lease
execution, a full copy of the RF site compliance report for the Leased Premises, which was
provided for informational purposes only and without any representation from Lessee as to the
accuracy of the contents of such report.

B.
Construction Plan
At least forty five(45) 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 communications
equipment to be installed on the Property hereunder, including type, weight, size, frequency 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
5

LESSEE Site: Key Highway

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) estimated dates work is expected to begin and
end; (f) 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 forty five ( 45) days from Lessor's receipt of such Construction Plan. If Lessor.
fails for any reason to approve said plans within the 45-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 there-under 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, a 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 Premises, 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 the maximum capacity approved by Lessor in
the Construction Plans (unless an increase in load in subsequently approved by Lessor); (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 (f) 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
reasonable opinion of Lessor may be required under the 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 the Construction Plans (to be approved by Lessor in
accordance with Section 6(B) above) for the installation and maintenance of wires, cables,
conduits and pipes necessary for the installation, operation and maintenance of the Leased
Premises.
It is expressly agreed by the parties that the Lessee does not have exclusive rights to the
Property, and that Lessor, subject to Section 8, may enter into additional lease agreements with
third parties for the construction and operation of additional communications facilities upon
suchProperty, and further that Lessor may itself construct and operate such facilities upon the
Property.
7.

UTILITIES:

LESSEE Site: Key Highway

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 (not to be unreasonably withheld, conditioned or delayed) 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 sub-meter, if available, or to install a separate sub-meter, 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 necessary to connect the sub-meter 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.
Unless Lessor is otherwise instructed by Lessee in writing, all invoices for submetered power
consumption shall be sent by Lessor to Lessee at (i) c/o Verizon Wireless, MIS 3846, P.O. Box
2375, Spokane, WA 99210-2375 or (ii) via email to livebills(a),ecova.com.
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. The location of such UPS
system and fuel tank shall be as set forth on Exhibit C.

8.

DISTIJRBANCE/INTERFERENCE:

Lessee shall not commit or suffer to be committed any waste upon the Property or any
nuisance or other act or thing which may interfere with 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 in
violation of this Lease, Lessee agrees to use its best efforts and cooperate with Lessor to
minimize or eliminate such interference or obstruction to the satisfaction of Lessor. In the event
of any such interference which materially affects City Emergency Communications Systems,
Lessor shall give twenty-four (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 such
interference to Lessee's use and operation of its Equipment, or in the event that Lessor at any time
causes such 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 terminate this Lease Agreement pursuant to section 29( d)
hereof.
9.

ALTERATIONS: RELOCATION: REMOVAL: RESTORATION:

Upon completion of construction under the Construction Plan, except as expressly


permitted elsewhere in this Lease Agreement (including Section 5(e)), Lessee may notmake any

LESSEE Site: Key Highway

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 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, Notwithstanding
the foregoing, Lessee shall have the right to remove all of its Equipment from the Leased
Premises 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 this 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 and
casualty excepted, repairing any damage or destruction to the Property caused by Lessee
reasonable wear and tear and casualty 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) the relocation area is
similar to the Leased Premises in size and is fully compatible for Lessee's use, as determined in
Lessee's sole discretion, (ii) Lessor shall bear the reasonable costs actually incurred by Lessee
for such relocation, and (iii) Lessee's use at the Property is not interrupted or diminished during
the relocation and Lessee is allowed, if necessary, in Lessee's reasonable determination, to place
a temporary installation on the Property during any 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 right 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:

A. Lessee shall, at its own expense, maintain the Leased 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, smell or
interference.

B. Lessee shall perform all repairs necessary to keep Equipment and the Leased Premises
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 to Lessor's Property 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
Premises shall not relieve Lessee of its obligations under this Section 11.
C. Lessor shall maintain and repair the Property (but only to the extent failure to do so
may adversely affect the Leased Premises) 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

LESSEE Site: Key Highway

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 (in which case
Lessor shall give reasonable prior notice if possible, and otherwise, prompt notice thereafter).

D. Lessee agrees to inspect the Leased Premises annually to ensure that the structural integrity of
the building is not adversely affected by Lessee's repair, reasonable wear and tear and damage
from the elements or casualty excepted. No installation or work shall be done in or around the
Property by Lessee which may reasonably be expected to adversely affect the structural integrity
of the building without advance written approval of Lessor (and Lessor shall have a right to have
a representative present for all such work). Any cracks, holes, disturbances or deterioration of
any kind noted on the Leased Premises, to the extent caused by Lessee's equipment or
installation will be promptly communicated to Lessor and repaired by Lessee within thirty (30)
days of the finding (or if a longer period is required, within such longer period so long as Lessee
commences the repair within 30 days and diligently pursues the repair to completion).
Inspection of the Leased Premises by Lessor, identifying repairs to the Leased Premises, will be
promptly communicated to Lessee, and Lessee will make such repairs to the extent they are
caused by Lessee's equipment or installation within thirty (30) days of notification by Lessor (or
if a longer period is required, within such longer period so long as Lessee commences the repair
within 30 days and diligently pursues the repair to completion). Lessee and Lessor acknowledge
and agree that any subsequent user, tenant, or other occupant of the roof or the building shall be
responsible for ensuring that its use of the roof and building does not affect the structural
integrity.rand, provided that Lessee's installations are completed and at the time of completion
the roof and building do not exceed structural loading capacity of the roof or building, then
Lessee shall only be responsible for adverse effects on structural integrity of the roof or building
that are caused by subsequent affirmative acts of Lessee. By way of example and not of
limitation: If Lessee's installation onthe roof is complete and within the then-existing structural
loading capacity of the roof and building, and the following year another carrier installs
equipment at the site that compromises the structural integrity of the roof or building, then
Lessee shall not be responsible for any portion of the related repairs.
12.

PERMITS:

A.
This Lease is contingent upon Lessee's obtaining all Approvals (as defined in
Section 2). . Lessee shall pay, as they become due and payable, all fees, charges, taxes and
expenses required for all Approvals 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 Approvals
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, or fails to
maintain, 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.

OWNERSHIP OF EQUIPMENT:

(a) The Equipment shall remain the property of Lessee or its contractor and shall not be
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.

LESSEE Site: Key Highway

(c)
Lessor acknowledges that Lessee has entered (or may enter) 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 inay 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, ordinary wear and tear and casualty excepted.

Prior to beginning installation of the Leased Premises, Lessee shall secure all 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 reimbursing Lessor for all costs and expenses actually incurred
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 re-authorizations
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 CO!vfMON AREA:

The use and occupation by the Lessee of the Property shall include the use in common
with others entitled thereto of the Property's access areas and areas adjacent to the Leased
Premises. 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
10

LESSEE Site: Key Highway

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 Premises 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 LIENS:

Lessee shall promptly pay all contractors and materialmen, so as to minimize the
possibility of a lien attaching to the Property, Equipment or Leased Premises. 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 Premises except for those approved
by Lessor, emergency notification postings, and required by applicable law. The Leased
Premises shall be painted to conform to the Property; and shall be in full compliance with
applicable zoning requirements.

19.

ENVIRONMENTAL

(a) Except in (i) strict accordance with all federal, state and local laws, and (ii)
only when required in connection with its permitted use permitted, neither Lessee nor Lessor
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") 42 U.S.C.
6901 et seq., 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 ('1CERCLA") 42 U.S.C. 9601 et seq., 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 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 Section 19 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 or not adopted at the time of execution of
this Lease Agreement, 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.

(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 Section
19(a) directly caused by Lessee, including, but not limited to, any expenses incurred in

11

LESSEE Site: Key Highway

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 ofthis 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 timely 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 of
this Lease Agreement, Lessee's failure to do so shall constitute an event of default without notice
from Lessor. The provisions of this paragraph (Section 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 INDEMNITY

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.
The duties described in Section 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.
(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
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
coveragerequired for this work by applicable federal laws.
(d) The Mayor and City Council of Baltimore and the Baltimore City Board of School
Commissioners, (in their official capacity), their elected/appointed officials, departments,
employees, representatives and agents, shall be covered, by blanket endorsement, as additional
insureds on all general liability and auto liability policies 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 blanket 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.
12

LESSEE Site: Key Highway

(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, until after thirty (30) days prior written
notice has been given to the Lessor.
(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.

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 and Lessor each represents and warrants that it is duly organized, validly existing
and in good standing in the state of its formation. 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.

TAXES:

(A) Lessee shall pay its proportionate share of all real property taxes and assessments for
the Leased Premises, if any, which become due and payable during the term of this Lease and
any renewal thereof which is directly attributable to Lessee's tenancy created under this Lease,
provided, however, that in the event any such annual tax exceeds five percent (5%) of the annual
rent then in effect, Lessee may terminate the Lease upon six (6) months prior written notice to
Lessor. Lessor shall provide Lessee documentation from the taxing authority indicating with
reasonably certainty that the property tax increase was directly attributable to Lessee's tenancy.
All such payments shall be made and evidence of all such payments shall be provided to Lessor.
Lessee shall pay all taxes attributable to its equipment and its personal property at the Leased
Premises, provided that Lessee shall be entitled to appeal any such increase payable by it.
(B) Lessee shall indemnify Lessor from any and all liability, obligation, damages,
penalties, claims, liens, cost, charges, losses and expenses (including, without limitation,
reasonable attorney's fees and court costs, expert witnesses and consultants), which may be
imposed upon, incurred by or be asserted against Lessee in relation to the taxes owned or
assessed on the Leased Premises.
24.
LESSOR'S OPTION NOT TO REPAIR:
In case of damage by fire or other casualty to any part of Property which affects use of the Property
or Leased Premises, Lessor may, in its sole and absolute discretion, choose not to repair the same,
and either party may terminate this Lease Agreement upon thirty (30) days' written notice to the
other party. In such termination, 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

13

LESSEE Site: Key Highway

the provisions of Section 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.
25.

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.

26. 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 attomment 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.
27.

ASSIGNMENT AND SUBLEASE:

Lessee shall not assign, transfer, mortgage or encumber this Lease Agreement, nor sublease the
Leased Premises (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 acquiring
fifty-one percent (51 % ) or more of its stock or assets in the market defined by the FCC in which
the Property is located, 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 sub-lessee 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 Section 27. This Lease Agreement shall nm 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.
28.

TERMINATION:
In addition to the other instances expressly set forth herein, this Lease Agreement may be

14

LESSEE Site: Key Highway

terminated as follows:
A.
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 :furtherliability, upon thirty (30) days' prior written notice, if
the Leased Premises 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.
Notwithstanding any provision contained in this Agreement to the contrary,
Lessee may, in Lessee's sole and absolute discretion and for any or no reason, terminate this
Agreement without further liability upon ninety (90) days prior written notice to Lessor. At the
termination of this Lease Agreement, Lessee shall remove the Equipment from the Property as
provided at Section 9 hereof.
29.

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.
30.

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
15

LESSEE Site: Key Highway

following addresses:

(LESSOR)
BALTIMORE CITY BOARD OF SCHOOL COMMISSIONERS
DEPARTMENT OF FACILITIES
OFFICE OF REAL ESTATE & PERMITS
200 E. NORTH A VENUE
ROOM409
BALTIMORE, MARYLAND 21202
Attn: Paul Turner
With Copies to:

LEGAL DEPARTMENT
200 E. NORTH A VENUE, ROOM 208
BALTIMORE, MARYLAND 21202
OFFICE OF THE CHIEF OPERATING OFFICER
200 E. NORTH A VENUE, ROOM 409
BALTIMORE, MARYLAND 21202
MATERIALS MANAGEMENT AND LOGISTICS
200 E. NORTH A VENUE, ROOM 401
BALTIMORE MARYLAND 21202

And

(LESSEE)
Cellco Partnership
c/o Verizon Wireless
180 Washington Valley Road
Bedminster, New Jersey 07921
Attention: Network Real Estate
or such other place as the parties shall designate from time to time in writing.

31.

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 Section
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.

32.

HOLDING OVER:

If Lessee holds possession of the Premises after the expiration or other termination of this
Agreement, Lessor shall have the option, exercisable in writing within thirty (30) days after the
date of expiration or termination as aforesaid, to treat Lessee as a trespasser, or as a tenant on a
month-to-month basis. If Lessor fails to make such election then the Lessee shall be deemed a
month-to-month tenant, commencing with the first day after the expiration or termination of the
Agreement at DOUBLE (200%) of the BASE RENT paid during the last month of the Term, and
upon all the other terms for this Agreement, including the provisions of this section. Said
holdover term shall terminate upon thirty (30) days notice from one party to the other. Nothing

16

LESSEE Site: Key Highway

contained herein shall be constrned within said thirty (30) days after the date of expiration nor
termination as aforesaid as a consent by Lessor to the occupancy or possession of the Premises
by Lessee after the expiration or termination of this Agreement, and Lessor, upon said expiration
or termination, if Lessor elects to treat Lessee as trespasser, shall be entitled to the benefit of all
laws and ordinances relating to the speedy recovery of the possession ofland tenements held
over by Lessee, whether now or hereafter in force and effect.
33.

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.
34.

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 of this Lease Agreement.
35.

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 28 hereof.
36.

ENTIRE AGREEMENT/AMENDIYIBNT:

This 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.
3 7.

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.
38.

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 be or she is, directly or
indirectly, interested, except such as is specifically permitted by law.
39.

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 may be given by or to anyone thereof. The use of the neuter singular pronoun

17

LESSEE Site: Key Highway

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.

40.

APPLICABLE LAW:

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

41.

CONSENT:

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


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

42.

MEMORANDUM:
A memorandum of this Lease Agreement will not be recorded by either party.

43.

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,

44.

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.
45.

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 Lessor 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.

18

LESSEE Site: Key Highway

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

ATTEST:

BALTIMORE CITY BOARD OF SCHOOL


COMMISSIONERS

,0_~

~(SEAL)
Gregory E. Thornton, Ed.D.
CHIEF EXECUTIVE OFFICER
Date:

WITNESS:

CELLCO PARTNERSHIP d/b/a VERIZON


WIRELESS

JfMf(N_, )jN!Ylh
~~

'

By:
_
David R. Heverling
Area Vice President Network
Date: /

I{' .

I- I ~ , ,

APPROVED AS TO FORM AND LEGAL SUFFICIENCY

THIS ,9_( DAY OF ~~

.,,..--.

20J.

c,f'

.jJ_

f/u h"

IS/

APPROVE~YTHE BALTIMORE CITY BOARD OF SCHOOL COMMISSIONERS

:Hltt;AY~c~

201&

Secretary: Gregory E. Thornton, Ed.D., CEO

Page 19 of 19 not including exhibits

19

LESSEE Site: Key Highway

EXHIBIT A
EQUIPMENT LIST
Lessee is authorized to install and maintain the following equipment along with appurtenant
equipment necessary for efficient operation of the following equipment:
ANTENNAS TO BE INSTALLED
Manufacturer and type number: (6) CSS X7C-FR0-860 and (6) CSS AXP19-60
Weight and length:
CSS X7C-FR0-860: Weight: 43.4 lbs
Dimensions: 96"xl4.6"x 8"
CSS AXP19-60: Weight: 15 lbs Dimensions: 69.l"x6.7"x4.1"
Transmission line manufacturer and tvpe number: RFS Hybriflex
Diameter and length of transmission line: 1-5/8" approximately 200'
TRANSWTTER EQUIPMENT
Rated power: 500 Watt Max
Operating Frequency:
Transmit @ 746-757, 880-894, 1945-1950, 1975-1985, 2110-2155:MHz
Receive

@776-787, 835-849, 1865-1870, 1895-1905, 1710-1755:MHz

OTHER (e.g., STL, Satellite Earth Station, Emergency Generator)

Space for installation of Lessee's equipment platform measuring approximately 13' x 29


with stairs and screening
Emergency Generator: On equipment platform
Equipment cabinets and ancillary equipment ( on equipment platform)
GPS antennas
Junction and sector boxes as necessary
Remote radio heads up to [l] per antenna located behind antennas in Antenna Space

20

LESSEE Site: Key Highway

EXHIBITB
Legal Description of the Property throughout Deed

All that property situate, lying and being in Baltimore City, Maryland, and being
described as that portion of Lot 1 in Block 1919 as shown on the Baltimore City Block Map
which is delineated on the following two (2) pages
[2 pages to be inserted]

21

EXHIBITB

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ST

LESSEE Site: Key Highway

EXHIBIT C
The location of the Leased Premises within the Property is more particularly described and
depicted on the attached three (3) pages labeled as Exhibit C-1, C-2 and C-3:

22

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-EX PARKING

LOT-

"'EX
6UILDIN6"'

SITE FLAN
SC.ALE, I"

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100'

MORRIS & RITCHIE ASSOCIATES, INC.


1220-C East Joppa Road, Suite 505
Towson, Maryland21286
(410) 821-1690

Fax (410) 821-1748


DATE:

AS NOTED

@
KEV HIGHWAY

ENGINEERS, Pl.ANNERS, SURVEYORS AND LANDSCAPE ARCHITECTS

~
SCALE:

05/22/14

DRAWN BY:

JDO

1100 COVINGTON STREET


. BAL TIMORE1 MARYLAND 21230
BALTIMORE CITY
I REVIEW

DESIGN BY:

JDO

BY:

JT

JOB NO.:

10421.124'1

EXHIBIT C-2

-EX ROOF
BELOj,\j,,..

EX MECHANICAL
EQUIPMENT~

/jn o

LESSEE'S ANTENNA
SPACE FOR ANTENNAS.
RRHS, MOUNTS AND
SYSTEM APF'URTENANC,

L----1

0
-EX HAIN
ROOF-

-EX
PENTHOUSE

ROOF0

0
0

'~PORTION
OF
. LESSEE'S
C.ABU: SPACE

ROOFTOP PREMISES
FOR INSTALLATION OF
LESSEE'S 19'-0"x.2<:f'-O"
SCREENED PLATFORM
SPACE

c:O

[b

NORTH ENc:> ROOr LAYOUT


SCALE,

I"

:s

90'

-EX MAIN

LESSEE'S CABLE SPACE

EX PARAPET

ROOF-

EX ROOF
ACCESS
-EX
PENTHOUSE
ROOF-

-EX
PENTHOUSE
ROOF-

LESSEE'S ANTENNA SPACE


-EX ROOF
FOR ANTENNAS, RRHS, MOUNTS
BELOV'iAND SYSTEM APFURTENANC.E5

SOUTH ENc:> ROOr LAY'OUT


____________._.

----......_-

._

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;,wvv
.,

SCALE:

JI .

SC.ALE,

AS NOTED

I" "'90'

MORRIS & RITCHIE ASSOCIATES, INC.


1220-C East Joppa Road, Suite 505
Towson, Maryland 21286

(410) 821-1690
Fox (410) 821-1748

DATE:

05/22/14

DRAWN BY:

JDO

KEY HIGHWAY

ENGINEERS, PLANNERS, SURVEYORS AND LANDSCAPE ARCHITECTS

"~

1100 COVINGTON STREET


BAL TNORE, MARYLAND 21230
BALTIMORE CITY
I REVIEW

DESIGN BY:

JDO

BY:

JT

JOB NO.:

I0421.124G!

EXHIBIT C-3
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MORRIS & RITCHIE ASSOCIATES, INC.

~'
SCA!.:

1220-C East Joppa Road, Suite 505


Towson, Maryland 21286
{410) 821-1690

Fax (410) 821-1748


DATE:

AS NOTED

KEY HIGHWAY

ENGINEERS, PLANNERS, SURVEYORS AND LANDSCAPE ARCHITECTS

05/22/14

DRAWN BY:

JDO

1100 COVINGTON STREET


BAL TIMORE1 MARYLAND 21230
BALTIMORE CITY
I REVIEW

DESIGN BY:

JDO

JOB NO.:

BY:

JT

10421.124Gf

LESSEE Site: Key Highway

EXHIBITD
COMMENCEMENT DATE ACKNOWLEDGEMENT
This Commencement Date Acknowledgement (the "Agreement") is made and entered into this __
day of
------~'
20_, by and between the BALTIMORE CITY BOARD OF SCHOOL COMMISSIONERS,
(Lessor) and CELLCO PARTNERSIIlP, a Delaware general partnership, d/b/a Verizon Wireless (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
site, as more particularly described in Exhibit "B" of the Lease attached
thereto;
WHEREAS, the exact commencement
body of the Lease.

and termination date of the Lease term was not expressly ascertainable in the

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 WITNESSETII, 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

IL This Agreement is solely intended to constitute a confirmation b} the parties hereto of the

commencement and termination dates of the lease term as provided fin the Lease, and is not intended to
amend or otherwise modify the Lease except as herein expressly set forth. The parties hereto acknowledge
that the Lease is in full force and effect.
1

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement for the purposes set forth above.
!

WITNESS:

REPRESENTATIVE

BY:
WITNESS:

FOR LESSOR:

--------~

(SEAL)

;REPRESENTATIVE FOR LESSEE:

BY:

APPROVED AS TO FORM AND LEGAL SUFFICIENCY


This __
day of
20_

OFFICE OF LEGAL COUNSEL

23

--------~

(SEAL)