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C01\1MUNICATIONS LEASE AGREEMENT

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BETWEEN BALTIMORE CITY BOARD

OF SCHOOL COMMISSIONERS AND


OMNIPOINT COMMUNICATIONS CAP OPERATIONS, LLC
This Communications Lease Agreement ("Lease"), made this __ day of
2003,
by and between THE BALTIMORE CITY BOARD OF SCHOOL COMMISSIONERS
("Lessor"), and OlviNIPOINT COMMUNICATIONS CAP OPERATIONS, LLC ("Lessee").
WITNESSTH:
WHEREAS, Lessor occupies certain real property, known as Curtis Bay Elementary School
(School No. 207), located at 4301 West Bay Avenue, Baltimore, Maryland, 21225 ("Property");
and
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; and
WHEREAS, in the event that, by operation oflaw, 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; and
WHEREAS, Lessee is a communications service provider who wishes to lease certain areas on
and around the tower of the Property ("Leased Premises"), for the purpose of installing and
operating communications equipment thereon; and
WHEREAS, Lessor grants to the Lessee, a Federal Communications Commission (''FCC")
approved operator, a Lease to operate communications equipment on the Property, located in
Baltimore City, State of Maryland, subject to the terms and conditions of this Lease.
NOW, THEREFORE, FOR AND IN CONSIDERATION of the mutual covenants, obligations,
and conditions provided herein, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:

1. LEASED PREMISES
At the Property (described in Exhibit "A"), Lessor leases to Lessee certain areas on and around
the tower (described in Exhibits "B-1", "B-2", "B-3") ("Leased Premises") for the purposes of
constructing, operating, modifying, and maintaining communications equipment (described in
Exhibits "C-1" and "C-2"}.
At the Lessee's sole cost and expense, the equipment shall be installed on and around the tower
in the manner and location described in Exhibits "B-1", "B-2" and "B-3". Exhibits A, B-1, B-2,
B-3, C-1, and C-2 are attached hereto and made a part hereof.
Subject to Paragraph 4 hereof, Lessor also grants to Lessee certain nonexclusive rights of access
over so much of the Property for the installation and maintenance of wires, cables, conduits and
pipes necessary for the installation, operation and maintenance of its equipment.

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2. TERM

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This Lease shall be for a period of FIVE (5) YEARS ("Initial Tenn") and shall commence on the
date ("Commencement Date") which is the last to occur of: (a) the first day of the calendar
month following Lessee's receipt.of the last 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 Premises for aJl of the purposes permitted by this Lease (such approvals, licenses and

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Page 1 of I 4 of a LEASE AGREEMENT between the Baltimore City Board of School Commissioners (Lessor) and Omnipoint
Communications Cap Operations, LLC (Lessee), covering a portion of the Premises known as Curtis Bay Elementary School
#207, located at 4301 West Bay Avenue.

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permits hereinafter collecuvely called the "Approvals"); or (b) the, . ,.st day of the calendar

month following Lessee's commencement of construction pursuant to this lease. Lessee shall
provide Lessor with written notice of the Commencement Date.
Lessee shall have the right to renew this Lease for Three (3) additional Five (5) YEAR terms,
provided Lessee is not in default of this Lease. This Lease shall automatically be extended for
each successive renewal term unless Lessee notifies Lessor of its intention not to renew at least
ninety (90) days prior to the termination of the Initial Term and any renewal term thereof.
Lessor agrees to cooperate with and to allow Lessee, prior to the Commencement Date and at no
cost to Lessor, to obtain a title report, zoning approvals and variances, land-use permits, and
Lessor expressly grants to Lessee upon reasonable prior notice a right of access to the Property to
perform surveys, soils tests, and other engineering procedures or environmental investigations on
the Property necessary to determine that Lessee's use of the Leased Premises will be compatible
with Lessee's engineering specifications, system design, operations and governmental approvals.
Not withstanding the foregoing before all soil and environmental testing Lessee must provide
Lessor information on what is being tested and where on the Property such test will take place.
3. RENT
(A) Lessee shall pay to Lessor as rent for the Premises the annual sum of TWENTY
THOUSAND FOUR HUNDRED DOLLARS ($20,400.00), payable in equal quarterly
installments of FIVE THOUSAND ONE HUNDRED DOLLARS ($5,100.00). Rent shall be
due within fifteen (15) days of the Commencement Date, prorated as appropriate.
Subsequent quarterly payments shall be payable on or before January 1, April 1, July 1, and
October 1 of each year. Rent payments shall be deposited by Lessee into an escrow account
named by Lessor until Lessor notifies Lessee in writing to make rent payments payable to
the "Baltimore City Board of School Commissioners", and forwarded to the Office of
Treasury Services, Room 401, 200 East North Avenue, Baltimore, Maryland 21202.
Payment should include the Property's name and "Rent Payment for Communications
Lease."
(B) Lessee shall pay Lessor a late payment charge equal to five percent (5%) of the late
payment for any payment that remains unpaid for more than ten ( 10) days from the date of
Lessor's written notice to Lessee that such money was not received when due and payable.
Any amounts not paid when due shall also bear interest until paid to the Lessor at the rate of
two percent (2%) per month or the highest rate permitted by law provided the amount
remains unpaid for more than ten (10) days from the date of Lessor's written notice to
Lessee that such money was not received when due and payable.
(C) As described in Exhibit D, attached hereto and made a part hereof, the Rent shall be
increased annually upon each anniversary of the Commencement Date by an amount equal
to FOUR PERCENT (4%) over the amount prevailing during the preceding year.
(D) If this Lease is terminated at a time other than on the last day of the quarter, Rent shall
be prorated as of the termination date.
4. LESSEE'S PLANS
(A) As described in Exhibits C-1 and C-2, Lessee's equipment shall not be installed or
replaced without prior written approval of Lessor, such approval not to be unreasonably
withheld, delayed or conditioned. Lessor will respond to any such request within thirty (30)
calendar days of receipt. No improvement, construction, installation or alteration to Lessee's
equipment and/or utilities shall be commenced until Lessee's plans for such work have been
approved by Lessor, and all necessary permits have been properly obtained. If Lessor does
not provide such approval or request for changes within such thirty (30) calendar day period,
the Lessor shall be deemed to have approved the plans. Lessor shall not be entitled to receive
any additional consideration in exchange for giving its approval to Lessee's plans.
(B) Lessee's plans shall be drawn to scale and shall include: (1) the proposed location of all
equipment, including antennas, cabinets, sleds, and cable covers/ice bridges; (2) the
proposed changes to the Property and the Leased Premises; (3) the proposed dimensions and
weight of all equipment, , including cable covers/ice bridges; (4) the proposed color and type
of construction material for all structures and equipment; (5) the proposed layout and plans
Page 2 of I 4 of a LEASE AGREEMENT between the Baltimore City Board of School Commissioners (Lessor) and Omnipoint
Communications Cap Operations, LLC (Lessee), covering a portion of the Premises known as Curtis Bay Elementary School
#207, located at 4301 West Bay Avenue.

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for utilities at the Property and Leased Premises; and (6) any LL.,er plan or detail that the
Lessor reasonably may request.
(C) Prior to commencing any construction, installation, alteration or replacement of
equipment at the Leased Premises, Lessee shall also provide Lessor with the name of its
contractor(s), a proposed construction schedule, construction plans, the type of construction
machinery to be used for the installation of the equipment and its weight, and a proposed
plan for ingress and egress to the Leased Premises. All improvements shall be constructed in
a workmanlike manner without the attachment of any liens to the Property or Leased
Premises and shall be completed in compliance with all applicable laws, rules, ordinances
and regulations.
5. USE OF LEASED PRE1\1ISES
(A) Lessee agrees to use the Leased Premises solely for the purpose of construction, erection,
reconstruction, operation, maintenance, repair and removal of the communications equipment
described in Exhibits C-1 and C-2 and an emergency services location based 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").
Lessee shall not place any advertisement or other notice on or about the Property or Leased
Premises which identifies the Lessee in anyway (except for emergency notification postings
as required by law). At its sole cost and expense, Lessee shall comply with all 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) 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.
(C) If Lessee wants to make any improvements or replace its equipment to the Leased
Premises after initial construction drawings are approved by Lessor, Lessee shall make its
request in writing and specify in detail the proposed change or modification in accordance
with Paragraph 4 of this Lease. Lessor will respond to any such request within ten (10)
working days of receipt. Lessor shall not umeasonably withhold, delay or condition
approval.
(D) 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. 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 48 hours authorized representatives to inspect and test Lessee's
operations and equipment. In the event of an emergency, Lessee may disconnect its
operations and equipment from a remote location. Lessor may perform, or cause to be
performed, 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, upon 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
Page 3 of 14 of a LEASE AGREEMENT between the Baltimore City Board of School Commissioners (Lessor) and Omnipoint
Communications Cap Operations, LLC (Lessee), covering a portion of the Premises known as Curtis Bay Elementary School
#207, located at 4301 West Bay Avenue.

determination, Lessee may request, and, if its request is appro

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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 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
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 immediately upon
written notice.
(E) As designated by Lessor, Lessor hereby grants Lessee, its employees, contractors, agents
and invitees a non-exclusive easement and right of way over and through the Property for
ingress and egress to the Leased Premises, for the purpose of constructing, installing,
maintaining, operating, repairing and removing the Lessee's equipment.

6. LESSEE'S EQUIPMENT-REMOVAL UPON TERMINATION


(A) Upon termination of the Lease, Lessee shall be responsible for the removal of its
equipment and utilities from the Leased Premises. Prior to any such removal, and within (30)
days from the termination date of this Lease, Lessee shall provide Lessor with a removal plan
of its equipment and utilities from the Leased Premises, which shall include a time schedule
for such removal. Notwithstanding the foregoing, Lessee shall have the right to remove all of
its equipment and utilities from the Leased Premises prior to or upon termination of this
Lease.
(B) Upon removal of the Lessee's equipment, as provided in subsection (A) hereof, Lessee
shall restore the Leased Premises to the reasonable satisfaction of Lessor as existing on the
Commencement date, not to exceed the original condition of the Leased Premises, with
reasonable wear and tear.
(C) All costs and expenses for the removal of the equipment and restoration of the Leased
Premises, as provided in subsections (A) and (B) hereof, shall be borne by Lessee, and
Lessee shall hold Lessor harmless from any portion thereof.
(D) If Lessee fails to remove its equipment and utilities from the Leased Premises and/or
restore the Leased Premises, as provided in subsection (A) and(B) hereof, within thirty (30)
days after the termination date, Lessor may remove and store at Lessee's sole cost and
expense the equipment and utilities and/or restore the Leased Premises to its original
condition at Lessee's sole cost and expense. In no event shall the Lessor be liable for loss in
value of Lessee's equipment resulting from removal, which is not the result of Lessor's
negligence, or for any consequential or other damages to Lessee.

7. BOND
Prior to commencing any construction on the Leased Premises, Lessee shall post a bond with a
surety company, reasonably acceptable to Lessor, assuring that the improvements will be
constructed without the attachment of any construction liens.

8. NETLEASE
Lessor shall not be required to make any expenditures of any kind in connection with this Lease
or to make any repairs or improvements to the Property or the Leased Premises, except to the
extent Lessor causes damage to the Leased Premises or damage to the Property which effects
Page 4 of 14 of a LEASE AGREEMENT between the Baltimore City Board of School Commissioners (Lessor) and Omnipoint
Communications Cap Operations, LLC (Lessee), covering a portion of the Premises known as Curtis Bay Elementary School
#207, located at 4301 West Bay Avenue.

----------~---

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Lessee. The Parties agree that this is a Net Lease intended to assu.; r.essor the rent reserved on
an absolute net basis. In addition to the Rent reserved herein, Lessee shall pay to the parties
entitled thereto all taxes, assessments, insurance premiums, maintenance charges, and any other
charges, costs and expenses against the Leased Premises and Lessee's equipment which may be
contemplated under any provisions of this Lease or by federal, state, or local law which are
directly attributable to Lessee's tenancy created under this Lease. All taxes and assessments shall
be paid in accordance with Paragraph 30 of this Lease.

9, GRAFFITI
At Lessee's sole cost and expense, Lessee shall at all times keep and maintain the Leased
Premises and its 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.
10. MAINTENANCE
At its sole cost and expense, Lessee shall maintain the Leased Premises, its equipment, and any
other personal property on the Property in good working order, condition, and repair. Lessee
shall keep the Leased Premises free of debris or anything of a dangerous, noxious, or offensive
nature or which would create a hazard or undue vibration, heat noise, or interference. Lessee
shall not introduce to the Property any debris or anything of a dangerous, noxious, or offensive
nature or which would create a hazard or undue vibration, heat noise, or interference.

11. UTILITIES
At its sole cost and expense, Lessee shall anange for its own separately metered electrical supply
from the local utility company and shall pay for all electric and other utility charges attributed to
the Leased Premises. Upgrading of utilities and installation of new utilities shall be done only
with Lessor's prior written approval and at Lessee's sole cost and expense. In the event Lessee
cannot secure its own metered electrical supply from the local utility company, Lessee shall have
the right, at its sole cost and expense, to subrneter from Lessor on a monthly basis for the electric
consumed by Lessee at the Leased Premises. After the meter is read and billed to Lessee, Lessee
shall pay the local utility company rate for the submetered electric. Lessee shall pay when due
all charges for utilities at the Leased Premises during the Tenn of this Lease and any renewal
thereof.

12. PERMITS
(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) At its sole cost and expense, Lessee shall obtain all federal, state, local and any other permit
and governmental authorization required to construct, operate or otherwise implement its use of
its equipment at the Leased Premises. Lessee shall provide Lessor with copies of all permits and
governmental authorizations. Lessee shall not commence any work at the Leased Premises until
such permits are submitted to Lessor. Notwithstanding the foregoing, if Lessee is unable to
obtain or 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.

13.DEFAULT
Each of the following events shall constitute a default of this Lease:
(A) If Lessee fails to pay Rent or other sums due as provided herein within) THIRTY (30)
calendar days from the date of Lessee's receipt of written notice to Lessee of such failure to
pay;
(B) If Lessee is adjudicated as bankrupt or makes any assignment for the benefit of creditors.
(C) If either party fails to perform or comply with any of the terms, conditions, or covenants
of this Lease and such failure continues for a period of PORTY-FIVE (45) calendar days
Page 5 of 14 of a LEASE AGREEMENT between the Baltimore City Board of School Commissioners (Lessorjand Omnipoint
Communications Cap Operations, LLC (Lessee), covering a portion of the Premises known as Curtis Bay Elementary School
#207, located at 4301 West Bay Avenue.

from the date of non-ovraulting party's written notice to defau .. 6 party of such failure to

perform or comply, unless the performance cannot be reasonably completed within FORTYFIVE (45) calendar day period and defaulting party has commenced good faith efforts to
perform and is diligently proceeding to complete performance.

14. CURE BY LESSOR


In the event of any default of this lease by Lessee and upon the expiration of the applicable cure
period set forth in Section 13, the Lessor may at any time, after notice, cure the default for the
account of and at the expense of the Lessee. If Lessor is compelled to pay or elects to pay any
sum of money or to do any act which will require the payment of any sum of money or is
compelled to incur any expense, including reasonable attorney fees in instituting, prosecuting or
defending any action to enforce the Lessor's rights under this Lease, the sums so paid by Lessor,
with all interest, costs and damages shall be deemed to be Additional Rental and shall be due
from the Lessee to Lessor on the first day of the month following the incurring of the respective
expenses.

15. TERMINATION BY LESSOR


Without prejudice to any other remedy available to Lessor, the Lessor shall have the right to
terminate the Lease and remove and store at Lessee's sole cost and expense the equipment and
utilities, or require Lessee to remove its equipment and utilities, from the Leased Premises within
thirty (30) calendar days from the expiration of any applicable cure period, pursuant to Paragraph
13 herein. No portion of the Rent shall be refunded to Lessee in the event of such termination.

16. TERMINATION BY LESSEE


This Lease may be terminated by Lessee, in addition to all other termination rights granted
herein, with three (3) months prior written notice to Lessor if: (I) any physical equipment or
electronic emissions materially interfere with the operation of the Lessee's equipment; or (ii)
Lessee determines, based on technological or other developments, that it will be unable to utilize
the Leased Premises for their intended purposes.

17. PEACEFUL POSSESSION


Lessor covenants that Lessee, upon the payment of Rent and the performance of the covenants
and conditions of this Lease, shall and may peaceably and quietly have, hold and enjoy the
Leased Premises for the Term of this Lease and any renewal thereof. The Lessor expressly
reserves the right to enter into additional or subsequent leases of portions of the Property,
provided no subsequent lease shall interfere with the rights of Lessee under this Lease.

18. DAMAGE OR DESTRUCTION


If the Property or the Leased Premises or Lessee's Equipment are destroyed or damaged so as to
materially hinder effective use of the Property or the Leased Premises through no fault or
negligence of Lessee, either party may elect to terminate this Lease upon thirty (30) days prior
written notice. In such event, Lessee shall promptly remove the Lessee's equipment from the
Leased Premises and the parties shall proceed as set forth in Paragraph 6 hereof.
This Lease (and Lessee's obligation to pay rent) shall terminate upon Lessee's fulfillment of the
obligations set forth in Paragraph 6 hereof. Lessor shall have no obligation to repair any damage
, to any portion of the Leased Premises.
If Lessor elects to repair any such damage and Lessee elects to continue this Lease, then all Rent
shall abate until the Leased Premises and/or Lessee's Equipment are restored to the condition
existing immediately prior to such damage or destruction.

19. MATERIALS AND CLAIMS


AlJ materials furnished for any work done on the Leased Premises by Lessee shall be at Lessee's
sole cost and expense. Lessee agrees to protect the Property, the Leased Premises, and the Lessor
from any and all claims of contractors, laborers and material men, unless such claims are a result
of the negligence of Lessor, its employees, contractors, or invitees.

Page 6 of 14 of a LEASE AGREEMENT between the Baltimore City Board of School Commissioners (Lessor) and Omnipoint
Communications Cap Operations, LLC (Lessee), coveting a portion of the Premises known as Curtis Bay Elementary School
#207, located at 4301 West Bay Avenue.

20. CONDEMNATIO~
In the event the property or the Leased Premises are taken by eminent domain, this Lease shall
terminate as of the date title to the Property or the Leased Premises vests in the condemning
authority. In the event the Property or the Leased Premises are taken by eminent domain so as to
materially hinder effective use of the Leased Premises by Lessee, either party shall have the right
to terminate this Lease as of said date of title transfer by giving thirty (3 0) days prior written
notice. In the event of any taking under the power of eminent domain, Lessee shall not be
entitled to any portion of the award paid for the taking and the Lessor shall receive the full
amount of such award. Lessee hereby expressly waives any right or claim to any portion thereof
Although all damages, whether awarded as compensation for diminution in value of the
Leasehold or to the fee of the Property, shall belong to Lessor, 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.
21. INSURANCE
During the Term of this Lease and any renewal thereof, Lessee shall procure and maintain the
following required insurance coverage:
(A) Commercial General Liability Insurance 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. For those policies 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 Insurance 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 coverage as required by the State of Maryland, as well as any
similar coverage required for this work by applicable Federal Law.
(D) The Baltimore City Board of School Commissioners" and the "Mayor and City Council of
Baltimore," their respected elected/appointed officials, departments, employees, agents, and
representatives shall be covered, by endorsement, as an additional insured with respect to
liability arising out of activities performed by or on behalf of the Lessee in connection with this
Lease.
(E) The Lessee's insurance shall apply separately to each insured against whom a claim is made
and/or lawsuit is brought.
(F) To the extent of the Lessee's negligence, the Lessee's insurance coverage shall be primary.
Any insurance and/or self-insurance maintained by Lessor and the "Mayor and City Council of
Baltimore", their respective elected/appointed officials, departments, employees, agents, and
representatives shall not contribute with the Lessee's insurance or benefit the Lessee in any way.
(G) Coverage 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 forty-five (45) days
, prior written notice has been given to the Lessor and the "Mayor and City Council of Baltimore."
There will be an exception for non-payment of premium which is ten (10) days notice of
cancellation.
(H) Insurance shall be placed with insures having a Best rating ofno less than A:VII. If not rated
with Best's, the insurer shall have a minimum surplus 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 with a "Certificate of Insurance" and 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.

Page 7 of 14 ofa LEASE AGREEMENT between the Baltimore City Board of School Commissioners (Lessor) and Omnipoint
Communications Cap Operations, LLC (Lessee), covering a portion of the Premises known as Curtis Bay Elementary School
#207, located at 4301 West Bay Avenue.

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(J) Failure to obtain insurance coverage as required herein or fai.c.e to furnish the Certificates

of Insurance as required herein may render this Lease null and void; provided, however that no
act or omission of the Lessor or the "Mayor and City Council of Baltimore" shall in way limit,
modify or effect the obligations of Lessee under any provision of this Lease.
(K) The Lessor shall not be responsible for Lessee's equipment at the Leased Premises.
22. LIABILITY AND INDEMNITY
Lessee shall indemnify, defend and hold harmless the Lessor and the "Mayor and City Council
of Baltimore," their elected/appointed officials, departments, employees, agents, and
representatives from any and all claims, demands, suits, and actions including reasonable
attorneys' fees and court costs connected therewith, brought against the Lessor and the "Mayor
and City Council of Baltimore," their elected/appointed officials, departments, employees,
agents, and representatives arising as a result of any direct or indirect, willful, or negligent act or
omission of Lessee, its agents, or employees in the performance of this Lease. Lessee shall not
indemnify Lessor for any claims arising out of the willful misconduct or negligence or omission
of Lessor, its officials, departments, employees, agents or representatives.
23. HAZARDOUS SUBSTANCES
(A) Lessee represents and warrants that its use of the Leased Premises herein shall not generate
any hazardous substance, except as to the limited extent permitted under State or Federal laws
with regard to standard business operations thereon. Lessee shall not store, dispose, nor transport
to or over the Property or the Leased Premises any hazardous substance, except in containers or
forms permitted by law. Lessee further agrees to indemnify, defend and hold harmless the Lessor
from against any release of any such hazardous substance any damage, loss, or expense or
liability resulting from such release, including but not limited to attorneys' fees, costs and
penalties incurred as a result thereof
The Lessee's obligations as provided in this Paragraph 23 shall survive the expiration of the
Term or the earlier termination of this Lease.
The term "hazardous substance" shall be broadly interpreted to mean any substance, waste, or
material defined or designated as hazardous, toxic, radioactive, or other similar term by federal,
state or local environmental law, regulation or rule presently in effect or promulgated in the
future.
(B) During the Term of this Lease and any renewal thereof, the parties shall notify each other if
they become aware of the presence of any hazardous substance at the Property or the Leased
Premises.
(C) Lessor represents that to the best of Lessor's knowledge, the Leased Premises contains no
Hazardous Substances and Lessor agrees that it will not permit the placement of, disposal of,
treatment of, or release of any said Hazardous Substances on, under or about the Leased
Premises by any of its officials, contractors, employees, or agents, or by any third parties. Lessor
and Lessee agree that Lessor makes no representation or warranty with respect to the existence
of any asbestos-containing material located on the Leased Premises.
(D) Notwithstanding any other provisions of this paragraph (Paragraph 23), Lessor agrees that
Lessee shall be held harmless from and against any claims arising from any violations of any
federal, state, or local environmental 1aws, including but not limited to, all spills or other releases
of Hazardous Substances on the Leased Premises not caused by Lessee. Lessor further agrees
that Lessee shall be held harmless from and against any claims arising from any violations of any
federal, state, or local environmental laws occurring on or about the Leased Premises prior to the
Commencement Date of this Lease.
24. ASSIGNMENf AND SUBLETTING
Lessee may not assign or otherwise transfer all or any part of its interest in this Lease or in the
Leased Premises without the prior written consent of Lessor, which consent shall not be
unreasonably withheld, delayed or conditioned.
Lessee may not sublease all or any part of its interest in this Lease or Leased Premises without
the prior written consent of the Lessor, which consent may be withheld in Lessor's sole and
absolute discretion.
Page 8 of 14 ofa LEASE AGREEMENT between the Baltimore City Board of School Commissioners (Lessor) and Ornnipoint
Communications Cap Operations, LLC (Lessee), covering a portion of the Premises known as Curtis Bay Elementary School
#207, located at 4301 West Bay Avenue.

,,.

The Lessee's transfer of all of its rights and obligations to a parent, subsidiary, or other affiliate
of Lessee, or to any successor in interest or entity acquiring fifty percent (50%) or more of
Lessee's stock or assets, shall not be deemed an assignment. As of the Commencement Date,
Lessee shall provide the Lessor with written notice of any such transfer.
If the Lessor is required to review, approve, and execute any written documentation to
accomplish such assignment, transfer, or sublease, Lessee shall pay the Lessor a processing fee
of FIVE HUNDRED DOLLARS ($500.00) per assignment, transfer, or sublease.
Notwithstanding anything to the contrary contained in this Lease, Lessee may assign, mortgage,
pledge, hypothecate or otherwise transfer without consent its interest in Lessee's Equipment or
in this Lease to any financing entity, or agent on behalf of any financing entity to whom Lessee
(1) has obligations for borrowed money or in respect of guaranties thereof, (2) has obligations
evidenced by bonds, debentures, notes or similar instruments, or (3) has obligations under or
with respect to letters of credit, bankers acceptances and similar facilities or in respect of
guaranties thereof.
25. ACCEPTANCE OF PREMISES
By taking possession of the Leased Premises, Lessee accepts the Leased Premises in the
condition existing as of the Commencement Date. Lessor makes no representation or warranty
with respect to the condition of the Leased Premises and Lessor shall not be liable for any latent
or patent defect in the Leased Premises.
26. ENTIRE AGREEMENT AND AMENDMENTS
This Lease contains the entire agreement and understanding between the parties hereto. All
Exhibits referred to herein are incorporated herein for all purposes. This Lease shall not be
amended or modified except by an agreement in writing signed by the parties or their respective
successors in interest and approved by the "Baltimore City Board of School Commissioners."
27. NOTICES
All notices, requests, demands, and other communications hereunder shall be in writing and shall
be deemed given if personally delivered or by certified mail, return receipt requested to the
following:

Lessor:

Chief Financial Officer


Baltimore City Public School System
Room 409, 200 East North Avenue
Baltimore, Maryland 21202
AND
General Counsel
Baltimore City Public School System
Room 208, 200 East North Avenue
Baltimore, Maryland 21202

Lessee:

Omnipoint Communications Cap Operations, LLC


12050 Baltimore Avenue
Beltsville, MD 20705
Attn: Property Manager

With copies to: Omnipoint Communications Cap Operations, LLC


12920 S.E. 381h Street
Bellevue, WA 98006
Attn: Legal Department
Omnipoint Communications, Inc.
360 Newark-Pompton Turnpike
Page 9 of 14 of a LEASE AGREEMENT between the Baltimore City Board of School Commissioners (Lessor) and Omnipoint
Communications Cap Operations, LLC (Lessee), covering a portion of the Premises known as Curtis Bay Elementary School
#207, located at 4301 West Bay Avenue.

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

..

----~-

. -'~'--"-~-- ~ .... , '

\Vayne,NJ 07470
Attn: Leasing Manager
28. NON-WAIVER
A wavier by the Lessor of any provision or Paragraph of this Lease shall not be deemed to be a
waiver of any other provision or Paragraph of this Lease. No mention in this Lease of any
specific right or remedy shall preclude the Lessor from exercising any other right or from having
any remedy or from maintaining any action to which the Lessor may be otherwise entitled,
either in law or equity, and the failure of the Lessor to insist in any one or more instances upon a
strict performance of any term or condition of this lease, or to exercise any option or right herein
contained, shall not be construed as a waiver or relinquishment for the future of such term,
condition, right or option, but the same remain in full force and effect unless the contrary is
expressly stated in writing.
The receipt of any sum paid by Lessee to Lessor after a breach of this Lease shall not be deemed
a waiver of such breach unless expressly set forth in writing by Lessor.
29. OPTIONAL TERMINATION
Lessor or Lessee shall have the option of terminating this Lease if Lessee loses its license to
provide WIRELESS/PCS/CELLULAR services for any reason, including but not limited to,
non-renewal, cancellation, or expiration of its license by the Federal Communications
Commission.
30. 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, costs, 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 owed or assessed on
the Leased Premises.
31. REPRESENTATIONS
Lessor and Lessee represent that each, respectively, has full right, power, and authority to
execute this Lease and bind the Lessor and Lessee, respectively.
32. CONSENT TO JURISDICTION
The Lessee irrevocably submits to the jurisdiction of the state courts of the State of Maryland or
the Federal District Court for Maryland involving any suit, action or proceeding arising out of or
relating to this Lease. The Lessee irrevocably waives, to the fullest extent permitted by law, any
objection that the Lessee may now or hereafter have to the venue of any such suit, action, or
proceeding brought in any state court of the State of Maryland or the Federal District Court of
Maryland as being brought in an inconvenient forum.
33. SEVERABILITY
If any term, covenant, or condition of this Lease is found to be void or invalid, such invalidity
shall not affect the remaining term of this Lease, which shall continue in full force and effect.
Page IO of 14 of a LEASE AGREEMENT between the Baltimore City Board of School Commissioners (Lessor) and Omnipoint
Corrununications Cap Operations, LLC (Lessee), covering a portion of the Premises known as Curtis Bay Elementary School
#207, located at 4301 West Bay Avenue.

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

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

34. GOVERNING LAW


The terms, covenants and conditions of this Lease shall be governed by and construed in
accordance with the laws of the State of Maryland.
35. MARKING AND LIGHTING REQUIREMENTS
At its sole cost and expense, Lessee shall comply with all marking and lighting requirements of
the Federal Aviation Administration ("FAA") and the FCC that are due solely to Lessee's
equipment and Lessee's use of the Leased Premises. The Lessee shall indemnify, defend and
hold harmless the Lessor from any fines or other liabilities caused by the Lessee's failure to
comply with such requirements.
36. SUBORDINATION AND ATTORNMENT

This Lease is subject and subordinate to all ground or underlying leases and to all mortgages
which may now or hereafter affect the Property, and to all renewals, modifications,
consolidations, replacements and extensions thereof. In confirmation of such subordination or
attomment, Lessee shall execute any certificate that Lessor may require and Lessor agrees, upon
request of Lessee, to obtain and furnish to Lessee a non-disturbance and attornment agreement
for each such mortgage or deed of trust, in a form reasonably acceptable to Lessee.
37. ACCESS TO LESSEE'S EQUIPMENT
After the initial installation of Lessee's equipment, Lessor shall permit Lessee unrestricted
access to the Property and Leased Premises seven (7) days a week, twenty-four (24) hours a day.
To facilitate such 24/7 /365 access, Lessee shall have the right to install a lockbox at a mutually
agreeable location at the Property at Lessee's sole cost and expense or the parties shall make
other appropriate arrangements.
38. NON-INTERFERENCE
Lessee's equipment and the use thereof shall not interfere with the use of any other
communication or similar equipment of any kind and nature owned or operated by Lessor or
other occupants at the Property existing as of the Commencement Date, except as may be
permitted by applicable laws; provided, however that subsequent to the installation by Lessee of
Lessee's equipment, Lessor agrees not to install or allow installation of new equipment at the
Property if such equipment causes interference with Lessee's operations. All interference claims
shall be settled in accordance with the then prevailing interference rules and regulations
promulgated by the FCC.

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Page 11 of 14 of a LEASE AGREEMENT between the Baltimore City Board of School Commissioners (Lessor) and Omnipoint
Communications Cap Operations, LLC (Lessee), covering a portion of the Premises known as Curtis Bay Elementary School
#207, located at 4301 West Bay Avenue.

--,

.- . ."<%*'"-

--~-~-------~---

..

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

IN WITNESS WHEREOF, the parties have executed this Lease as of the date first above
written.

LESSOR
Baltimore City Board of
School Commissioners

ATTEST:

/)
"./ //
r. ,,4;.__~

~bfuu

(_~~

CarmenV. Russo
Chief Executive Officer

LESSEE
Omnipoint Communications
Operati~

ATTEST:

~~/f~~

Cap

Vice Presidenf
Northeast Region
Date:

3-~6

- U~

APPROVED AS TO FORM AND LEGAL SUFFICIENCY:

~~
A JX
orficeofLeg
Council~

APPR~

~ORE

Secretary: Carmen V. Russo

y-y-03
Date

CITY BOARD OF SCHOOL COMMISSIONERS:


Date

Page 12 of 14 of a LEASE AGREEMENT between the Baltimore City Board of School Commissioners (Lessor) and Omnipoint
Communications Cap Operations, LLC (Lessee), covering a portion of the Premises known as Curtis Bay Elementary School
#207, located at 4301 West Bay Avenue.

. ....,..*,'"

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

----,.--------------,,-.----

..~~-- -

CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT


State of California

}
}

County of Santa Clara}


On

before me,

appeared

, personally

, personally known to me to be the person whose name is

subscribed to the within instrument and acknowledge to me that he executed the same in his
authorized capacity and that by his signature on the instrument the person, or the entity upon
behalf of which the person acted, executed the instrument.

WITNESS my hand and official seal

Signature of Notary

Place Notary Seal Above


Public

OPTIONAL
Though the information below is not required by law, it may prove valuable to persons relying
on the document and
could prevent :fraudulent removal and reattachment to another document

Description of Attached Document


Title or Type
of Document:-------------------------

Number of Pages:

Document
Date:

Signer(s) Other Than Named Above:--------------------

Capacity (ies) Claimed by Signer

Signer's Name:

Page 13 of 14 of a LEASE AGREEMENT between the Baltimore City Board of School Commissioners (Lessor) and Omnipoint
Communications Cap Operations, LLC (Lessee), covering a portion of the Premises known as Curtis Bay Elementary School
#207, located a! 4301 West Bay Avenue.

STATE OF MARYLAND
CITY OF BALTIMORE

TO WIT:

,3/J.;/g

I HEREBY CERTIFY THAT ON THIS


DAY OF
, 2003,
before me, the Subscriber, a Notary Public of the State of Maryland in Ci of Baltimore,
personally appeared Ms. Carmen V. Russo, Chief Executive Officer, and at she acknowledged
the fore going COM1v1UNICATIONS LEASE AGREEMENT to be the act of said Baltimore
City Board of School Commissioners and in my presence signed the same.

Witness my hand and Notarial Seal.


~~

NOTARWPUBLIC
My Commission expires:

1_i;2oa6

~-i._
IHEREBYCERTIFYTHATONTHIS

Ke,

o?D

.~

DAYOF

YA!:h/C-ft
~

,2003,

)1__:f/=- ,

)her, a Notary Public of the State of


personally appeared
L who, being duly sworn, acknowledge himself to be the
V
of Omnipoint Communications Cap Operations, LLC,
("Company") and that he as such officer executed the foregoing COMMUNICATIONS LEASE
AGREEMENT on behalf of the Company for the purposes therein contained, and said
acknowledge said instrument to be his free act and deed .

K~

, .~)/~_

WitnessrnyhandandNola~
~

My Commission expires:

ROBERTA S. BORNSTEIN
Notary Public of N,J
My Commission Expires 7/12/05.

Page 14 of14 ofa LEASE AGREEMENT between the Baltimore City Board of School Conimissioners (Lessor) and Omnipoint
Communications Cap Operations, LLC (Lessee), covering a portion of the Premises known as Curtis Bay Elementary School
#207, located at 4301 West Bay Avenue.

E:lhibit A

PROPERTY
The Property and Its address are the following: Curtis Bay Elementary School (School No.
207), located at 4301 West Bay Avenue, Baltimore, fy!D 21225.
'or :he same at :he :io1<1t 'armed :,y :ha 'ntersection 0t he .vest ~ide 'JI Pascal
Avenus. JO 'eel ...,.,de. and :h11 north side of Hazel Street. ~O 'eet ,yide. oroouced westeriv and
running thence olncllng on the 'Nest side of said Pascal Avenue Norm !JS .-Jegrees 07 minutes 22
seconds East .is9.76 reet lo intersect u,e southwest srda of Hammer Court. 20 'eel 'Hide. thence

BEGINNING

-1'0Urth Jines of said deed lhe four :allowing courses amt distances. namely. South 85 deqn
50'" West '2.9.99 feel, South 04 deqrees 11' 10 !:ast 240. feet. Soutn 38 1jegrees 52' J(
156.10 feet and rtarth 85 deqr~
-lB: so East :o.o reet to intersect !he 'Nest side of M,
Avenue. 100 feet 'Nrde. thence bmdmg on :he Nest ~1d0 of said Monteh1H Avenue S
binding on the southwest and south sides of said Hammer Court the five following courses and degrees 11 10 East i:iO.O feet. to intersect the south scde of Elmrree Street. 60 feet wide.
dlsranci,s namely Nortf1 65 degrees 07 minutes 50 saconds West 119.5 feel, :iy a line curving to ~inding on the south sid~ of said Elmtree Street Norm 85 deqree5 -.ta so East_215.0
the left with a 379.69 fool radius the distance of 42.13 feet. Nhich arc .s subtermad by a chord 1nte':eci lhe eastern outline of Ille_ Defense Housing Project Md 18144 there. situate.
bearing North 61! degree" 18 mmutes J2.5 seconds West .12.1 feet. North ,1 degrees 29 minutes binding on !he eastern outline of said ProJect tho three followmg courses and dlstances
15 seconds Wesl 41.5 feet
a line curving lo :he left with a 223.26 font radius :he distance of South 4 degrees 11' 10" East 230.0 feel. Nonh 05 degrees .18'
East 25.0 feet and ~
lOS.21 feet. Nhich arc is subtended by a chord bearing North 94 cJegre,es '.i9 minutes 15 seconds degrei,s 11' 10 East 269.52 feet 10 intersect the nonh side of Churcn Street 60 feet wide.
'Nest 104.24 feet and Soulh a1 degrees 30 minutes 45 seconds 'Nest 1()0.1 t r, t !o :ntersect the binding on the north side of said Church Street South 85 degrees 55 58" West 590.0
east side of West Bay Avenue. 20 feet wide. thence binding on the east side or sau:t West Bay intersect lhe east side of said Nosabel Avenue, as now laid out. !hence binding on 1he "!~
Avenue the three fotlowing courses and distances namely. ~y a !ine curving to :he right Nith a of said Rosabel Avenue Nonh -4 degrees 11' 10 'Nest 268.3 feel to intersect the north
2010.0 fool radius the distance of .108.53 feel. which an: is subtended by a chord bearing South !Cypress Street. -'O reet wide. thence binding on !ha north side of said Cypress Street Sc
J2 deqrees 59 minutes 36.5 seconds East 407.82 feet, South 02 degrees .ig minutes .i5 seconds. degrees -18' 50" West 358,43 reel to intersect the east side of a !O foot Alley laid out
Nest 41.7:J feet and oy a line curving to the left with a 4990.0 roar raotus the distance of 38l.SB Charlesian Avenue, oroduced northweslerly. !hence binding reversely on !he east side
'eet 'Nlllc:h arc is subtended by a chord bearing South O degrees J6 minutes 14.5 seconds West Alley so produced South 29 degrees 10' 22" East 34.'13 feet to .ntersect the northweste
187.49 feet to intersect the northern outllne of the parcel of land described in a lease from the outtlne of the property known as #4701 Charleston Avenue. thence binding c
vlayor and City Council of 8alt!more ta lhe Uni!ed States of America. filed m a condemnation in northwestemmast outline of said property and continuing the same course in au So
=ederal Court under Civil Suil No 1608 thence binding 011 the northern oulllne of said oarcel of degrees 01' 33" West 175.96 feet lo intersect lhe southwest side a( Char1es1on Avenue,
and so deacnbed the lhre.i following courses and distances namely North 85 degrees 48. minutes wide, !hence binding on lhe southwest side of said Charleston Avenue South 27 degrees
,O second! East 210.01 feet. North 04 degrees 11 minutes 10 seconds West 50.. 0 feet and Nor1h East 50.0 feet to intersect Iha northwestemmost
outline of (he property known as
lS deqrees 48 rninutes 50 seconds East 150.0 feet. !hence North 04 degrees 11 minutes 10 Charleston Avenue, thence binding on the northwestemmast outline of said last mer
seconds West 190 feet to intersect the south side of said Hazel Street and thence North f
property and conunumq the same course in all South 62 degrees 01' 33" West 130
legrees 25 minutes 213 seconds 'Nest 40.32 fP.et 10 !he orace of beginning. Containing B.41411 intersect the common division line between a 10 foot Alley and a 14 foot Alley there i
seres of land. more or less."
!hence binding on said common division line North 27 degrees 58' 27" West 499.5 t
intersect the northwesternmost outline of the property known as #4501 Virginia Avenue, pre
~eserving, however.
J northeasterly. thence reversing said line so produced and binding thereon South 62 degre
\II uranium. thorium and all other materials determined pursuant to Section S(b)( 1) ot the Atomic I 04' West 159.94 feet lo intersect the southwest side of Fairing Court. 60 feel wide. thence t
:nergy Act or 1946 (60 Stat.761) lo be pecullarly essential to lhe production of fissionable on the southwest side of said Fairing Court the three following courses and distances r
nateri,'
+uamed. in whalever concentration, in deposits in the lands covered by this mstrument Nor1h 27 degrees 15 05" West 116.49 feet. by a line curving to !he left with a 536.08 root
md w
.re hereby r aserved !or ihe use of the United States. together with lhe right of !he -lhe distance of 249.14 feet which ace is sut>tended by a chord bearing North 40 degrees 33
Jniled ::..~,e, through its authorized agBnts or representafivas al any lime to enter upon lhe land Wast 246.90 feet and by a line curving to lhe right with a 662.35 foot radius lhe dista
ml prospect for, mlne, and remove the same. making just compensal!on for any damage or 294. 72. feet which arc is subtended by. a chord bearing North 41 Degrees 07' 53.S West
'J"'Y occasicned thi,reby. However. such land may b1t used and any rights olherwi~e acouired feet la intersect lhe southeast side of Sixth Streel 30 r t wide, !llence binding on lhe sou
y !his dtspcsitlon may be exercised. as ii no reservanon of such rnatenels nad been mace: side of said Sixth Street South J4 degr~
JT 10 W~t 565.67 feel to intersect the So
xcept Iha!. when such use results in Iha extraction of any such material from the land in Boundary of Baltimore City establfshed 1918, lhenc:a binding on said Boundary North 30 d,
uantitlas which may not be transferred or delivered without a llcense under lhe Atomic Energy 35' 55" West 1348.4 feet to intersect the southeastemmost
outline of !he property xno
.ct of 1946, as 11 now exists or may hereafter be amended, such material shall be the property of #4207 Townsend Avenue. thence binding on lhe southeast outline of said property and ,
re United States Atomic: Energy Commission and lhe Commission may require dl!llivery of such so~theast outllne of the_property known a, #4201 Townsend Avenue in all North 61 degrn
ieterlel lo ,t by any posaesacr thereof after such material has been separated as such from lhe 50 East 118.12 feet to intersect the southwest end al Duane Avenue. SO feat wide. as can
res in which it is con_talned. Ir lhe Commission requires !he delivery of such material 10 it. it shall by the United States of America to Iha Mayor and City Council of Baltimore by deed
"Y !o _lhe person mining or sxtracttnq the same. or lo such olher ;,erson as Iha Commission October 21, l 943, and recorded among the land Records ol Baltimore City in Liber M.L.P.
erermmes lo be enfiHed thereto, such sums, including profits. 3S the Commission deem" fair and folio ,196, thence binding on lhe southwest end and on the southeast side of said Duane A,
easonable 'or 'he dlsccvery, mrnrng. development. production. extraction. and other services
me two following courses and distances namely Soulh 28 degrees 24' 10" East 25.0 re,
erformed with ,aspect to sucn .natertats prior to such delivery. ~ut such ;:,ayment shall not North 51 degrees 35 50" East 685.89 feet to .ntersect the southwest side of Sixth Sin
r:lude anv grnount 'Jn account ol :he value of such material ~eforP. ,~moval !rorn ,15 :Jlace of originally laid out 30 feet wide, thence binding on the southwest side of said last mentioned
.
Slreet Sooth 28 degrees 00' 00" Easl 213.0 feet to inlersec:I !he northwest outline of the pre
eocsu n -vatura. t 'he :ammss,on
,Joe~ not reau1re Jeliverv .,1 sucn n~1er,a1 :a t, '.he known as =t.4332 Sixth Street. :hence binding on the northwest outline 'lf said orooerry Sot

oy

so

,:s..,rvation nerebv mane ,11all 'J" ".lf no ~r1hP.r 'orcl'I or ~ifec:.

fegn!ftS 35;

sirWl!l!lt'i25jj

feet lo the

souihwest oulllna.,; said property,

thence binding o

,
.
_
. .
~
1outhwest out!~ of said proper1Y and oontlnUlngthe same eotn1t In al South 25 degrees 2
n Dl'!ed dared ,1acr, J. 953 1111:1 ~~mr1"d n ... oar )t '~ rt naqe East 308_33 feel ro inh!Bect lhll !IOU!h-1
oudkle of !he proper1y known 88 #4344 Sixth
R6 from Uniled Slates tJf .\rr,,,r,ca.
!hence binding on tt,11 southeast oullinll of .98ld 1.-t mentioned property North fl1 dllQT'IM 4i
.
.
,
e1ng M same and 1escrrbea

East 125 .o htel lo intersect the southwest 9kl11 of :seld Slxtl1 Street. th&oce binding or
JoUthwl!lst side o1 said Sixth Stn,et South 21! d11g19119
00" East 144.18 f9ftl to Jn~
1oulheast outUn11 of the Dllfllnse Housing Projl!ld: Md 18097-X thenc1I binding on the south
IOUthwe9t end part of the nOftheast outlines of said Housing Projllci the four following cot
md cfustances namely North 22 degr88S 01' 20" East 489.84 reel Soutn 68 d!lgll!eS 16" 20"
!40.0 feet, North 22 degrees 01" 20" East 891.0 fef!t and North 68 dagn,es 1fl' 20'" We91;
set to intersect a line drawn parallel and dlslanO! 100.0 r!Hlt nortl1westerfy measured at
Ingles from U,e nortt,west side of West Bay Avenue, a, formerly laid out 40 feet wide, lh
iindlng on !JOld line so drawn North 21 degrnes 36' 40" ~I
720.0 feet, tnence at right angt,
Jalcl West Bey Avenue South 68 degrees 23' 20" East 100.0 feet to intersect !tie northwest
)f West Bay Avenue as now laid out 40 feel wide and thence by a straight tine South 82 de<;
19' 12" East 41.21 feet to the place of beginning.

or

~NO

EGINNING !or 'hA ,,.me 1t re oo,nr .orrneo ~v tie n1ersi,r.uon ,, 'he wrnri,.~sl side of 'Nest
ay Avenue .. 10 reel .v,de. 1nd :he soutbwest side tJI '!'omak1r.s Str~'!t. JO 'eel .v,r1e .. ano cunning
ience mndinq on 'he sournwest s,de of said Tomokins Street South ~9 deqrees !J7' 50" :ast
54 78 'eel :o intersect "'~rk Circle. 'hence binding on the sourhwest side or said P,rk Circle by a
re curv,ng ro :he le/t ..,.,It, -l 90 .'001 radius the ntstance of 242. J feet. .vhich arc .s subtended by a
rcro tieanng South .19 degrees 'IT 50 :3sl 175.5 reet :o intersect <he southwest side 0t said
Jmpkin~ sueer, thence oinc:ling on !he southwest side of said Tompkins Str'eet South .t9
~grees 07'
East 125.0 feet '.o intersect the northwest outline of !he prooerry known as #122B
ner Circle. thence t11ndlng on :he northwest outline of said prooerty and continuing the same
,urse in atl by a lln<t curving 10 the right 'Nith a 213.11 foot radius the distance of 110.62 feet
hich arc is subtended ~y a chord bearing South o1 degrees 02' 10 West I 09.58 reel to Saving and excepting the property known as #4400 Sixth Street. now or formerly owne,
tEtrsod
southwest outline of the property known as 1#1220 Inner Circle, thence binding on Emma E. Grant.
e sot
l outtlne of said property Soulh 15 degrees 23" 26." East 124.67 reel lo Intersect Iha
Jrthwf,
.le of Inner Circle. 40 feet wide. lhence binding on the normwest srde al said Inner Sontaining 97.614 acres or land more or less.
rcle by a line curving to !he lert with a 338.45 foot radius !he distance of 184.25 feet. which arc:
subteoded by a chord bearing North 59 degree!! 49' 24" East 181.98 feel to intersect the ~eing the same land described in Deed dated December 31. 1953 and recorded in liber 931
,uthwesl side of said Tompkins Slrel!lt. !hence binding on the S()Utllwest side of said Tompkins bllo252 among !he aforesaid Land Records.
reel South 49 degrees 07'
East 435.08 fe111 to inte~ect the northwest side of Pascal Street,

so

,h.,,

Ser

SAVING AND EXCEPTING THEREFROM

I rest wide. !hence binding an Iha northwest side of said Pascal Street the four following
,urses and distances namely by a line curving to the right 'Nith a 120.
foot radius the distance

105.39 feet which are is subtended by a chord bearing South 41 degreH OJ' 09 West 102.04
at. South BB degrees 12' 49 West 120.42 feet. by a line curving to the left with a 150.0 foot:.
NI that land along Ille north side of Filbert Street from West Bay Avenua. eastw,
dJus lhn distance of I 59.93 feet which arc i! subtended by a chard bearing South 35 degrees lpproximately 214' by a depth varying from 10' to 25' a! more particularly described in L
,. 05.5'" West 152.47 feel and South
degTl!les
2Z' W<JS! 56.64 feet to intersect the ffated 121.1/1963 from A.J. Chlada. Jr .. Director School facilities to BuNJau of Survey!!.;

or

uthwest side of Hammer Court. 20 feet wide. thence blfl'dlng on the soultlwesl side of said
1rnmer Court 1he live following cour5es and distances namely North BS degrees
so Wi,st
9.5 feet by a line curving ta th<t left with a 379.69 foot radius the distance of 42. 13 feet which
c is subtended by a chord bearing North 68 dagrees 18' 32.5" West42.I feet. North 71 degree$ d.
All that land described in Letter dated 11119/1963 from Edward Boyce of the Oepartr
I" 15" WMt 41.5 ll!lfJt hy a line ct.1rving lo Iha lelt with a 223.26 foot radius Iha dlstarn:a of 105.21 of Publlc Worlls to School Facilities.
!t which arc Is ,ubtended by a chord bearing North 64 degret'l!I 59' 1 We51 104 .24 feet and
iulh 61 deweM 30' 45" West 100.11 feet to lnt~BCI the 11est side of West Bay Avenue. 20 fel!ll
de. lht'!OC8 binding on the 11111st side of !.!lid West Bay Aveou11 the lhre11 following courses and
1tance ~mt'liy by ii ltne curving to lh11 right wilh a 2010.0 foot radius lhe dl!!lance of 408.53
.
.
,1 whi
1, subtended by a chord bearing South 2 d&grt'les 59 36.5" Essl 407_82 feel. South e.
All that land descnbed 1n li!tter dated 12141198 from Dep0r1ment of Pubtlc Work

or

:legre.,_

AND

AND

_. 45" We:st 41. 73 feet and by a line curving to the lt'lfl: witl'I a 4990.0 foot radius th!! 08partment of Education.

1ta,1ce ~ 387.58 feel which arc is subtendt'ld by a chord bearing South O dl!lgrees 36' 14.5"
!sl 38U9 feel to inters&ct the fht line of lhe parcel
land conveyed by Charles Wachsmuth.
1gle. and Ann i11 Wachsmuth . Nldow. to the ml!lyor and City Council of Baltimore by deed dated
bruary 2nd. 1927 and reccrrded among th& Land Records ol 0alllmore City in Uber S.C.L No.

at

t 1. !olio J29, :henc11 binding on cart of the first Una and on ihe second. third and part of lhe ':-----------------------------~

l!xmon ~ ot ~ L~A;s:BAUR~f!MBNT He.tween the Biiltiif1oreCity Board of School Commissioners (Lessor) and Omnipoint
Commumcetlons Cap Operations, LLC (Lessee), covering a portion of the Premises known as Curtis Bay Elementary School
#207, located at 4301 West B!lY Avenue.

----

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

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-----

Exhibit B-1

(J) NiTDIWI PR SECTOR -....._


FOft A TOTJol. OF Cl)~

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12050 BALTIMOREAVENUE
BEL 1SVILLE. I.ID
20705
(240) 264-6600
fAl(: <2401 264-8610

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PROJCT,

SITE BAC 213A


BROOKLYN
UNMANNED WIRa.ESS
COMMUNICATION Sill::
4301 WEST BAY AVENUE
BALTlt.lORE,MD 21225

LEASE EXHIBIT
5tlaIT J all
ouwhl a,,

crs

D<(CKEO 8YJ...

No.'
SCALE,
1600013-AI.. 1" 20'
16Q001Jl~/ Al !,1;03.0~l>i
PROJECT

1IWBllZ 84:24:ll PU

Exhibit D of a LEASE AGREEMENT between the Baltimore City Board of School Commissioners (Lessor) and Omnipoint
Communications Cap Operations, LLC (Lessee), covering a portion of the Premises known as Curtis Bay Elementary School

#207, located at 430 I West Bay Avenue.

DATE:
1012)102

Exhibit B-2

CURTIS

BAY

ELELIENTAAY
SCHOOL

WOODS_/

EX. ICE BRIDGE


EX. 100' TOWER

M'VOR l Cl1Y COUNCIL


MC811373-1!i2
MAP:25 BLOCl:'.:7220 LOT:1
USE: COMMERCIAL

ZONE:R050
AREA: 6.B Af..

PROP.220 SQUAAE
FEET OWFOtIT

LEASE >REA

EX. PARKING LOT

COMPOUND DEfAIL
SCALE: 1" 20'

rii

ENGINEERS

PL4NNEk5

Sc:uwnsTs
cossrxocoo

KCI

TECHNOLOGIES
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12050 0AL Tili.lORE AVENUE


6EL TSVILLE, MD 20705
(240) 264-8600
f A)(; (240) 264-6610

PHOJEC,,

SITE BAC 213A

BROOKLYN
UNMANNED WIRELESS
COMMUNICATION SITE
4J.01 WEST SAY AVENUE
BALTIMORE.MD 21225

LEASE EXHIBIT
--20fi
DRAWN BY
crs
CHECK[D er ~ JJR'

PROJECT No.,

DATE,
l0/2J.!02

SCALE,
1"- 20'
160001J.-Al
1Q0013!~1.AJ.Lrn2.DGl-l

111"2M1Q04:24:23PN

Exhibit D ofa LEASE AGREEMENT between the Baltimore City Board of School Commissioners (Lessor) and Omni point
Communications Cap Operations, LLC (Lessee), covering a portion of the Premises known as Curtis Bay Elementary School
#207, located at 4301 West Bay Avenue.

Exhibit B-3

CURTIS BAY
ELEf..4ENTARY
SCHOOL

~wooos\
EX.PLAYGROUND
EX. 100' TOWER

PROP.220 SQUAAE
FEET OMNIPOHT
~

AAEA

EX.SHELTER
EX. PARKING LOT

FILBERT STREET

ffi5i~
PROPERlY SKETCH

SCALE: 1" 50
EX. WATER
TANI<

PLANNus

~
CtmSTllUCTTON foL<NdGD<S

KCI

TECHNOLOGIES

JfJOl

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Drive,.Si.iiw .flt.

1.-.1, M.ql-l 10,.S


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(411) 791.-ll>I'
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7'1-741,

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SITE BAC 213A

LEASE EXHIBIT

-,.o

BROOKLYN

.- ulMidlary of T-Mobll.o USA. 1 .


l'I< VoloeSD.am
Wlreleu C..rp.
12050 BAL TU..rORE AVENUE

UNMANNED W1lll!l.ESS
COMMUNICATION SITE

BELTSV~LE.MO 20705
1240) 264-8600
f AX <240l 264-6610

4301 WEST BAY AVENUE


BALTIMORE.MD 21225

OffAWN81
ClS
CH{CJ<EDBY~

PR!)JECl

Mo.

DAT(,
10/23102
SCALE

1600013-Al
1" 50'
1601)013/
M.IAL LfOl.!}GN

_\AL\m111a11..~W.-1..B1t.dlln 1G'ZMl2ot:24:lll I'll

Exhibit D of a LEASE AGREEMENT between the Baltimore City Board or School Corrunissioners (Lessor) and Omnipoint
Communications Cap Operations, LLC (Lessee), covering a portion of the Premises known as Curtis Bay Elementary School

11207, located at4301 West Bay Avenue.


- ~

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Exhibit C-1

2.3

MIBS21G2
General
The RBS 2102:
Outdoor RBS
\Support up to six TR.Us per cabinet (classic transceivers and EDGR-8i.oglc
~vco)
Configured as single or sector cell configuration

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rrmule

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Unit

Wiltll[ ~
inch
1300 sr 115.\
1300
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mm
Cabinet
Installation frame
TOTAL (including
installation frame) '

Tahle 6. Weightof RB~_

710
710

Bcq:.h.i,
mm inch
1504 59-115 '
110
4 3/9
l614 63 2/4

Depd&'r

mm

inch
28

28

I
154

550 I 12!0
RBS 2202

Exhibit D of a LEASE AGREEMENT between the Baltimore City Board of School Commissioners (Lessor) and Omni point
Conununications Cap Operations, LLC (Lessee), covering a portion of the Premises known as Curtis Bay Elementary School

#207, located at 4301 West Bay Avenue.

,. . ,,..-,-- .- .. ..,_. .,....,._.. ... -.~"--- '" --~ .,-,,,.-.--.-- -.- ,,. ,- .. , <>, . ~

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ji'#r

OptlRanger"

EMS
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RR65-19-XXDP

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CONNECTORS ---

72inch

Mechanical

Electrical
Azimuth Beamwidth
Elevation Beamwidlh
Gain
Polarization
Port-to-Port Isolation
Front-to-Back Ratio
Elactru:al Downtill Options
VSWR
Connectors
Power Handling
Passive Intermodulation

65
4.5"
18.5 dBi (16.4 dBd)
Slant, 45
::,_30 dB
: ,_ 25 dB(::,_ 30 dB Typ.)

o, 2". 4. 6

Dimensions (L x W x D)
Rated Wind Velocity
Equivalent Flat Plate Area
Front Wind Load@ 100 mph (161 kph}
Side Wind Load@ 100 mph (161 kph)
Weight

72in x Bin x 2.75in


(Hl3 cm x 20.3 cm x 7.0 cm}
150 mph (241 kmfhr)
4ft' (0.37 m')

115 lbs (512 N)


40 lbs (176 N)

23 lbs (10.4 kg}

1.35:1 Max
2; 7-16 DIN (female)
250Wa!tsCW
s -147 dBc
[2x20W (-+43 dBm)]
Chassis Ground

Lightning Protection

i__

Note; Patent Pending and US Patent number 5, 757, 246.


Values and patterns are representallve and variaHons may occur. Specifications may
change wilhout notice due to continuous product enliancements. Digitized pattern
data is available from U1e facto!)' or via the web site www.emswifeless.wmand
reflect all updates. .

Standard Mounl_(Supplied with anJfill.!1fil _ Mounts.lo Wall or 1.5 inch to 5.0 inch o.p. Pole _(;t~cfl!!Q 117 !<m} ..
Swiv~Mount
-
-- ----- __
Mountin9.ki[RI9vidi11g azimuth ad.i@trnent. --
_ --
.
___ MTG:DX.X-20. -------- .. _ Mechanical Downrnt Kits
- _0 - 1-0 or
15 Mech-- anical Downtill
....
- .
MTG-Cx.x-10 .. _ . .
_ .. Cluster Mount Kits----- __ . .
_ . 3 _antell/las_120 ~art or 2 anlennas_180 apart
.
_ _ _
__ _J~_TG:CD2-10
- U-Boll Cluster Mount Kit
1 antennas _120 .fil@IL.!5" O.D. ~-------------------- _
MTG-TXX-10*
Steel Band Mount
Pole diameters 7.5" - 45'
-~- Model number shown represents a series ~oducts._ See mou111in9_options_sectton for s~fic model number. -- ---- ---------

MIG:P00-1Q.

MTG-802-10

- ~---

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Exhibit D of a LEASE AGREEMENT between the Baltimore City Board of School Commissioners (Lessor) and Omni point
Communications Cap Operations, LLC (Lessee), covering a portion of the Premises known as Curtis Bay Elementary School

#207, located at 4301 West Bay Avenue.

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

-.-~. ~-- ~--,-~~~;:u.


i.,-''"'.J'-""'"'.~ c"",;-~.;,..,',v~--L-..,;

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ExhibitD
Monthly/Quarterly/AnnualOmnipoint Communications

Lease Payment Amounts


Cap Operations, LLC

MONTHLY

QUARTERLY

ANNUAL

Year 1

$1,700.00

$5,100.00

$20,400.00

Year2

$1,768.00

$5,304.00

$ 21,216.00

Year 3

$1,838.72

$5,516.16

$22,064.64

Year4

$1,912.27

$5,736.81

$22,947.23

Year 5

$1,988.76

$5,966.28

$23,865.11

Year6

$2,068.31

$6,204.93

$24,819.72

Year?

$2,151.04

$6,453.13

$25,812.51

Year 8

$2,237.08

$6,711.25

$26,845.01

Year9

$2,326.57

$6,979.70

$27,918.81

Year 10

$2,419.63

$7,258.89

$29,035.56

Year 11

$2,516.42

$7,549.25

$30,196.98

Year 12

$2,617.07

$7,851.22

$31,404.86

Year 13

$2,721.75

$8,165.26

$32,661.06

Year 14

$2,830.62

$8,491.87

$33,967.50

Year 15

$2,943.85

$8,831.55

$35,326.20

Year 16

$3,061.60

$9,184.81

$36,739.25

Year 17

$3,184.07

$9,552.20

$38,208.82

Year 18

$3,311.43

$9,934.29

$39,737.17

Year 19

$3,443.89

$10,331.66

$41,326.66

Year 20

$3,581.64

$10,744.93

$42,979.72

$607,472.80
mergenthaler

Exhibit D of a LEASE AGREEMENT between the Baltimore City Board of School Commissioners (Lessor) and Omnipoint
Communications Cap Operations, LLC (Lessee), covering a portion of the Premises known as Curtis Bay Elementary School
#207, located at 4301 West Bay Avenue.
.>'

, .., ~--- ._ -

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-1

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

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---

-----

CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT


State of California

}
}
County of Santa Clara}

On

personally

, before me,

appeared

personallyknownto me to be the personwhosename is

subscribedto the within instrumentand acknowledgeto me that he executedthe samein his


authorizedcapacityand that by his signatureon the instrumentthe person,or the entityupon
behalf of whichthe person acted, executed the instrument.

WITNESS my hand and officialseal

Signature of Notary

Place Notary Seal Above


Public

OPTIONAL
Though the information belowis not required by law, it mayprove valuable to persons relying

on the docwnentand
could prevent fraudulent removal and reattachment to another document

Description of Attached Document


Title or Type of Document:------------------------

DocumentDate:

Number of Pages:

Signer(s)OtherThan Named Above:--------------------

Capacity (ies) Claimed by Signer


Signer'sName:

Page 13 of 14 of a LEASE AGREEMENT between the Baltimore City Board of School Commissioners (Lessor) and Ornnipoint
Communications Cap Operations, LLC (Lessee), covering a portion of the Premises known as Curtis Bay Elementary School
#207, located at 4301 West Bay Avenue.