<,

Site Name:

West Druid Park --------

Opmtver.fin-3212007

TELECOMMUNICATIONS

LEASE AGREEMENT

TIIIS TELECOl'vfMUNICATIONSLEASE AGREEMENT, is made this

day of
_
by and between the BALTIMORE CITY BOARD OF SCHOOL COMMISSIONERS, hereinafter called
LESSOR OR OWNER, and NEXTEL COl\.fMUNICATIONS OF THE MID-ATLANTIC, INC., a Delaware
corporation, hereinafter called LESSEE OR NEXTEL.
WHEREAS, pursuant to Senate Bill 795 (1997 Regular Session), the New Baltimore City Board of School
Commissioners was created and was vested with jurisdiction and control over property used by the Baltimore
City Public School System formerly held by the City. The Mayor and City Council of Baltimore pursuant to
Senate Bill 795 has transferred its possessory interest in the subject property pursuant to the Memorandum of
Understanding between the New Baltimore City Board of School Commissioners and the Mayor and City
Council of Baltimore dated June 24, 1998, to the aforementioned Board and the aforementioned Board has
agreed to accept these responsibilities.
WHEREAS, in the event that, by operation 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.
WITNESS ETH, 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 (except as otherwise provided herein) 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 Lease Fee and performance of the covenants and agreements set
forth herein, upon the part of Lessee to be observed and performed, Lessor leases to Lessee the right to install,
construct, erect, operate, test replace, remove, upgrade, reconstruct and maintain certain communications
equipment (described as Exhibit "A" hereto) ("Equipment") on a portion of the land and/or building owned and
operated by the Mayor and City Council of Baltimore, and Described as Exhibit "B" hereto ("Property").
Subject to the provisions hereinbelow, Owner hereby leases to Nextel and Nextel leases from Owner
approximately Three Hundred Forty (340) square feet of space and all other access and utility easements
necessary or desirable (collectively, "Leased Premises") as may be described generally in Exhibit "C" annexed
hereto.
The Equipment shall be installed in the manner and at the location described as Exhibit 11C11 hereto
(''Leased Installation").
Lessor also grants to Lessee nonexclusive rights of access over so much of the Property as is specified '"
Exhibit "C" hereto for the installation and maintenance of wires, cables, lines, conduits and pipes (and related I
supporting structures and equipment) necessary for the installation, operation and maintenance of the Leased

Installation (SEE ATTACHED RIGHT OF ENTRY AGREEMENT BETWEEN LESSOR AND LESSEE,
ATTACHED HERETO AS EXHIBIT D).

Exhibits A, B,C and Dare attached hereto and made a part hereof.
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, subject to this Lease, enter additional lease agreements
with third parties for the construction and operation of additional communications facilities on the property and
further that Lessor may itself construct and operate such facilities upon the Property.
Upon the full execution of this Lease Agreement, Lessee may have access to the Property to perform
such tests and studies as Lessee may deem necessary to determine the suitability of the Property for Lessee's
intended operations. Lessor shall reasonably cooperate with such tests and studies, provided Lessee does not
interfere with the operation of the Property. If Lessee determines, in its sole discretion, that the Property is not
suitable for Lessee's intended operations (whether for technological, economic or other reasons), then Lessee
may terminate this Lease Agreement, without liability, by written notice delivered to Lessor.

2.

TERN!:

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

''E''~
3.

OPTION TO RENEW:

Lessee may renew this Lease Agreement for three (3) additional periods of five (5) years each
("Renewal Periods"), upon the same terms and conditions as govern the Initial Term, except as is otherwise set
forth in Section 4 hereof. Options to renew shall be effective provided Lessee is not in default under any of the
terms of the Lease Agreement the date of the commencement of the Renewal Period in question. All renewals
shall be automatic unless Lessee provides written notice to Lessor of its intention not to renew at least ninety
(90) days prior to the end of the Initial Term or the Renewal Period, as applicable.
If at the end of the Initial Term and all of the Renewal Periods provided for herein this Lease Agreement
has not been terminated by either party, this Lease Agreement shall continue in force upon the same terms and
conditions except for a four percent (4%) annual Lease Fee increase each year for a further term of one (1)
year, and so on from year to year until terminated by either party at the end of any such one (1) year term by
giving to the other written notice of an intention to so terminate at least sixty (60) days prior to the end of any
such one (1) year term, but in no event shall this Agreement extend longer than 25 years in total.
4.
LEASE FEE:
Lessee covenants to pay the Lessor an annual rent in the amount of Twenty Four Thousand ($24,000.00)
Dollars ("Lease Fee") for the first year of the lease.
The Lease Fee shall be paid to the Lessor within 15 days of the Commencement Date and on the first day of
each month thereafter. The Lease Fee shall increase on each anniversary of the Commencement Date by an
amount equal to four percent (4%) of the Lease Fee in effect for the previous year.
Each payment shall be sent to the office of Lessor designated in SECTION 31 hereof or at such other place as
may be designated by Lessor from time to time in writing. The Lease Fee shall be paid to Lessor without any
prior demand therefore, and without any deduction or setoff whatsoever. Lessee shall pay Lessor a late payment i
charge equal to five percent (5%) of the amount due for any payment that remains unpaid for more than ten (10)
days after receipt by Lessee of notice that such money was not received when it was due and payable.
If this Lease Agreement is terminated prior to its expiration pursuant to Section 29 hereof, the Lease Fee shall

be prorated to the date of termination.

5.

USE OF PREMISES:

(a) Lessee agrees to use the Leased Premises solely for the purpose of installation, construction, erection,
reconstruction, operation, maintenance, repair, replacement, test, upgrade and removal of a connnunications
operation.
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 C. Further, Lessee shall have the right, at its expense, to erect
and maintain on the Premises 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
Connnunications Connnission ("FCC"). All equipment installed as part of an emergency services location
based system shall be considered Lessee's Equipment.
Lessee shall not place any advertisement or other notice on or about the Leased Premises which identifies the
Lessee in any way ( except for emergency notification postings and as required by applicable law or regulation).
Lessee shall, at its expense, comply with all present and future federal, state, and local laws, ordinances, rules
and regulations (including laws and ordinances relating to health, safety, radio frequency emissions, and
radiation) in connection with the use, operation, maintenance, construction and/or installation of Lessees
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 area of similar dimensions as Lessor may designate during the term of this Lease.
Lessee shall have 24-hours-a-day, 7-days-a-week access to the Leased Premises at all times during the term of
this Lease.
(c) Lessee shall have the further right, at no cost or expense to Lessor, to construct, erect, install, operate, repair,
replace, test, upgrade, reconstruct, remove and maintain aerial and/or underground connnunication cables from
the Leased Premises, over, across and through that portion of the Property reasonably agreed upon by Lessor
and Lessee described on Exhibit C to the nearest available utility source.
The foregoing shall be accomplished without interfering with the use or development of the Property by Lessor,
and promptly upon completion of such construction, erection or installation Lessee shall, at its own cost and
expense, repair any damage to the Property resulting from such construction, erection, or installation.
( d) Lessor specifically reserves the right to develop the Property in any manner that does not cause undue
interference to Lessee's use of the Leased Premises.
( e) If Lessee wants to add any improvements, other than an emergency services location based system, to the
Leased Premises after initial construction drawings are approved by Lessor and improvements specified in
drawings are installed by Lessee, Lessee shall make its request in writing and specify in detail the proposed
change or modification in accordance with Paragraph 5 of this agreement. Lessor will respond to any such
request within twenty (20) working days of receipt. Lessor shall not unreasonably withhold, condition or delay
approval. Should Lessor fail to respond within twenty (20) working days, the proposed change shall be deemed
approved. A change or modification solely to the interior of any cabinet is not considered a change or
modification of Lessee's Equipment. Lessee shall have the right to substitute, modify, change or replace any of
its connnunications equipment, including antennas, which was previously approved for installation by Lessor,
without the permission of Lessor.

(f) Lessee agrees to install and operate equipment of a type and frequency which will not cause interference in
any way to Lessor's operation or to the operation of Lessor's existing tenant if any, (collectively "Lessor's
Operations") located on the Property on the Connnencement 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 innnediately dispatch within twenty four (24)
hours authorized representatives to inspect and test Lessee's operations and equipment. In the event of an
emergency, Lessee shall disconnect its operations and equipment from a remote location. Lessor 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, within
six (6) hours of such determination, notify Lessee and Lessee shall innnediately 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 receipt of notice 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; provided that in no event shall Lessee be liable to Lessor for
incidental, consequential, punitive or special damages, or for any lost revenues/profits of Lessor. In the event
Lessee determines in its sole discretion that any interference reference is not resolvable, Lessee shall have the
right to terminate this Lease upon written notice to Lessor without further liability.
For a period of thirty (30) calendar days after Lessor determines that Lessee's operations have caused
interference and that the interference has not ceased within twelve ( 12) hours of such determination, Lessee
may request, and, if its request is approved by Lessor, remain on the Leased Premises and perform intermittent
testing of potential cures during specified hours. Lessor's approval of a request to remain and conduct
intermittent testing during specified hours shall not be unreasonably withheld, delayed or conditioned. In the
event Lessor denies Lessee's request to remain on the Leased Premises and perform intermittent testing, Lessee
shall have the right to terminate this Lease upon written notice to Lessor without further liability.
Lessor's sole liability to Lessee for action taken pursuant to this Paragraph shall consist of the value of any
damage or repairs made necessary by willful or negligent acts of Lessor. In no event shall Lessor be liable for
loss in value of Lessee's equipment, or any loss 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 court
action to enjoin such interference or to terminate this Lease 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 the
communications facility. Should such area be taken or otherwise removed or made unusable, Lessor shall
designate another area for Lessee's non-exclusive use.
(h) Lessor hereby grants to Lessee, at its option, the right to survey the Leased Premises. Said survey, along
with any site plan shall become Exhibit B to this Lease.
(i) Lessee shall have the right to remove all or any portion of Lessee's Equipment from time to time, whether
before or after a default under this Lease, in Lessee's sole discretion and without Lessor's consent. Lessee at its
own expense shall dispose of any materials used or generated during any and all construction, erection,
reconstruction, operation, maintenance, repairs or removal activities.

G) Lessor hereby grants Lessee and the local utility and telephone companies entry/access to construct, install,
erect, test, maintain, operate, replace, upgrade, reconstruct, provide, repair and remove overhead and/or
underground communication and electric power lines and systems along, over and/or under that portion of the
Leased Premises designated in Exhibit C hereof; and telephone and electric service to the Leased Premises. It is
hereby understood by both Lessor and Lessee that the aforementioned entry/access will not take the place of,
and shall not be construed to replace any necessary Easements, Right of Entry or License Agreements that may
be needed to accommodate any of the activities mentioned in this paragraph 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 Installation on the Property. Lessee's
installation, construction and operation of the Leased Installation hereunder shall comply with applicable law I
and regulations, including, without limitation, applicable health, safety and environmental requirements and any ,
applicable Federal Communications Commission ("FCC") regarding tower painting and lighting; FCC tower
registration; FCC RF radiation; FCC technical; and Federal Aviation Administration ("FAA") requirements.
Subject to the provisions of this Lease Agreement, Lessee agrees that all work done by it in connection with this!
Lease Agreement shall be done, in a neat and good workmanlike manner, and shall not interfere with the

Lessor's normal operation of the Property.

B.
Construction Plan
At least sixty (60) days prior to initiation of any construction by Lessee
hereunder, Lessee shall submit to Lessor a detailed construction plan ("Construction Plan") for Lessor's prior
written approval, such approval not to be unreasonably withheld, conditioned or delayed. Lessee may not
initiate any construction whatever hereunder without securing such prior written approval by Lessor. The

Construction Plan shall include, at a minimum: (a) complete list of all equipment to be installed on the Property ,
hereunder, including weight, size and installation location; (b) an exhibit by a professional communications
'
engineer describing Lessee's construction, equipment and transmission proposal and certifying that such
proposed construction and operation will comply with applicable law, including FCC and FAA rules and
regulations; (c) description of procedures to be followed for coordinating all phases of construction with Lessor
(including designation of a Lessee contact person) ; ( d) description of procedures for minimizing disruption
caused by construction and operation to Lessor and Lessor's other lessees, tenants and invitees; (e) dates 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 thirty (30) days from Lessor's receipt of the Construction Plan. If Lessor fails for any reason to approve
said plans within the 30-day time period, said plans shall be deemed approved. Lessor has the right to withhold
its approval to the Construction Plan if it reasonably believes there is a possibility that the construction and/or
operation proposed by Lessee thereunder would violate the provisions of this Lease Agreement; interfere with
the enjoyment of the Property by Lessor and/or any other lessees, tenants or invitees of the Lessor at the
Property as of the date of this Lease Agreement; create a hazard to health, safety or the public welfare (as
defined by applicable law); violate applicable federal, state or local law; or conflict with the provisions of
paragraph 16. Without limiting the generality of the foregoing, Lessor may disapprove the Construction Plan if
it reasonably believes that operation of the Equipment is likely to result in prohibited or otherwise harmful
interference to the transmission or reception capabilities of Lessor or of its lessees, invitees, or tenants at the
Property as of the date of this Lease Agreement. Once approved, the Construction Plan will be and is
incorporated herein by reference and made a part hereof, and will be subject to all of the terms and conditions
hereof.
C.
Lessee's Performance of Work.
In connection with any and all work to be performed by
Lessee in connection with the Leased Installation, Lessee agrees that: (a) all work will be performed in
accordance with the terms of the Construction Plan as approved by Lessor; (b) the connected electrical load
shall not exceed sixty eight (68) kilowatts; (c) construction will occur at such times and under such conditions
as will avoid unreasonable disruption to the Property, Lessor or its lessees at the property; (d) all of Lessee's
contractors and subcontractors will adhere to the Lessor's construction and delivery rules which shall be
provided to Lessee when construction plans are approved; (e) Lessee shall promptly repair at its own expense
any injury or damage to the Property caused by Lessee, or any contractor or subcontractor engaged by Lessee,
on the Property; and (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 at the Property as of the date of this Lease Agreement 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" during construction, and to prescribe the reinforcing
necessary, if any, which in the 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 Exhibit "D" hereto for the installation and maintenance of wires, cables, conduits,
lines and pipes (and related supporting structures and equipment) necessary for the installation, operation and
maintenance of the Leased Installation, all as set forth at Attachment "B" hereto.
It is expressly agreed by the parties that the Lessee does not have exclusive rights to the Property, and
that Lessor may, subject to the terms of this Lease, enter additional lease agreements with third parties for the
construction and operation of additional communications facilities upon such area, and further that Lessor may
itself construct and operate such facilities upon the Property.

7.

UTILillES:

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 (such 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. Lessee shall pay for the electricity it consumes in its operations at the rate charged by the servicing
utility company. Lessor agrees to sign such documents or easements as may be required by said utility
companies to provide such services to the Leased Premises.
At Lessee's expense, Lessee may install on the Leased Premises a back-up uninterrupted power supply
(UPS) system consisting of batteries, and a generator, and a fuel tank. The UPS system and fuel tank shall be
maintained at Lessee's sole cost and expense. Lessor shall have the right to reasonably designate the location of
such UPS system and fuel tank.

8.

DISTURBANCE/INTERFERENCE:

Lessee shall not commit or suffer to be committed any waste upon the Property or any nuisance which
may disturb the Lessor, any other lessee or tenant of the Lessor or their use and/or occupancy of the Property, or
affect their quiet enjoyment thereof. Without limiting the generality of the foregoing, Lessee covenants and
agrees that the operation of its facilities hereunder will fully comply with applicable FCC technical
requirements and Lessee will not intentionally or knowingly create or cause technical interference to any radio
communication or any electronic or other transmission or reception operations of Lessor or any of Lessor's
tenants, invitees or lessees existing at the Property prior to the installation of the Equipment. In the event
Lessee's use of the Property shall interfere with or obstruct the full, free and proper operations of Lessor or other

of Lessor's existing tenants, invitees or lessees, Lessee agrees to use reasonable efforts and cooperate with
Lessor to devise a way in which Lessee can continue its use of the Property without such interference or
obstruction. In the event of an interference which affects City emergency communications systems, Lessor shall
give 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. In the event Lessee determines in its
sole discretion that any interference affecting City Emergency Communications Systems is not resolvable,
Lessee shall have the right to terminate this Lease upon written notice to Lessor without further liability.
Lessor shall require that all future radio operators desiring to use this location will first coordinate with
Lessee to insure that their :frequencies and antenna locations will be compatible with Lessee's .so as to prevent
harmful interference. However, in the event that, subsequent to the date of this Lease Agreement, Lessor leases
space on the Property or grants a lease to use antennas at the Property to a person or entity other than Lessee
and said tenant or lessee causes technical interference to Lessee's use and operation of its Equipment, or in the
event that Lessor at any time causes technical interference to such use and operation by Lessee, then Lessee
shall give Lessor notice in writing of such interference and an opportunity to cure. Upon receipt of such notice,
Lessor shall immediately endeavor to eliminate the interference and/or cause any other tenant or lessee at the
Property causing the interference to eliminate same. Lessor's failure to comply with this paragraph shall be a
material breach of this Lease Agreement.
9.

ALTERATIONS: RELOCATION: REMOVAL: RESTORATION:

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

Lessee's sole expense, on or before the expiration or earlier termination of this Lease Agreement. Lessee shall
make any necessary repairs to the Property, minimal wear and tear excepted, caused by such removal and/or
replacement.

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

After initial installation of the Equipment and the expiration of the Initial Term, Lessor has the one-time
right to require Lessee to relocate the Leased Premises on the Property, upon twelve (12) months prior written
notice to Lessee; provided, however, that (i) no relocation shall be required to a location which will not permit
the Equipment to function properly or which would not allow for necessary transmission paths, in Lessee's sole
discretion and (ii) Lessor shall bear the reasonable cost of such relocation. Upon relocation of all or a portion of
the Leased Premises to the agreed upon alternate location, all references in this Lease shall be deemed to
include the alternate locations. Following such relocation, Lessee may, at its option and expense, prepare a
Exhibit B reflecting such relocation, which shall replace Exhibit B.
10.

GRAFFITI:

Lessee shall at all times keep and maintain the Leased Premises and the Lessee' 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, Fifteen (15) 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 graffiti on the Leased Premises or Lessee's equipment.
11.

MAINTENANCE:

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 in.eluding but not limited to
undue vibration, heat, noise or interference which would create a hazard to life and property.
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.
Lessee shall apply for, at its sole cost and expense, and obtain all federal, state, county and other
permits and governmental authorizations required in order to construct, operate, or otherwise implement its use
of the Leased Premises, including but not limited to, any variance or special exception required under the
Baltimore City Zoning Regulations. Lessee shall provide Lessor with copies of all permits and governmental
authorizations, and no installations or other work will be performed by Lessee until such permits are submitted
to Lessor. Notwithstanding the foregoing, if Lessee is unable to obtain any required permits, approvals or
authorizations as required in this paragraph, the Lessee, shall have the right, without obligation, to terminate this
Lease immediately and render it null and void from the date of termination.

13.

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.

(c)
Lessor acknowledges that Lessee has entered into a financing arrangement including promissory!
notes and financial and security agreements for the financing of the Equipment ("Collateral'') with a third party I

fmancing entity (and may in the future enter into additional financing arrangements with other financing 1
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 Lease Fee 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, normal wear and tear excepted.
Prior to beginning any operation of the Leased Installation, Lessee shall secure all necessary leases,
permits and other approvals, including but not limited to FCC and zoning and building permits and/or
authorizations, required for Lessee's use of the Property and operation of the Equipment hereunder {all such
approvals hereinafter referred to as "Approvals").
Upon request, Lessor agrees to cooperate with Lessee, in obtaining such Approvals; however, Lessee
shall bear all costs and expenses associated with any such efforts undertaken by either Lessee or Lessor,
including providing reasonable compensation to Lessor for Lessor's time and efforts in providing such
cooperation. It is expressly agreed that Lessor's obligation to provide reasonable cooperation in securing the
Approvals does not include any obligation, as a regulatory authority, to issue any zoning or any other local
Approval. Lessee shall take all necessary steps to maintain all Approvals in full force and effect, including
complying in all material respects with the terms and conditions of the Approvals; complying with applicable
law and regulations governing Lessee's conduct under this Lease Agreement; effectuating proper and timely
filing of all reports and other documents with the relevant governmental authorities pertinent to the Approvals;
and timely seeking all necessary renewals, extensions and/or other re-authorizations of the Approvals. In the
event any such application is fmally rejected or Lessee, in its reasonable discretion, believes such application
approval will be too costly, time consuming or there is a reasonable likelihood that said application will be
rejected or any certificate, permit, License or approval issued to Lessee is canceled, expires or lapses, or is
otherwise withdrawn or terminated by governmental authority, or soil boring tests or radio frequency tests are
found to be unsatisfactory so that Lessee, in its sole discretion, will be unable to use the Leased Property for its
specified purposes, Lessee shall have the right to terminate this Agreement.
Upon installation of the Equipment, Lessee shall provide Lessor with such evidence as Lessor may
reasonably require of compliance with laws, including (if appropriate), regulations of the FCC and FAA.
15.

USE OF COMMON AREA:

The use and occupation by the Lessee of the Property shall include the use in common 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 in accordance with Paragraph 33.

16.

QUIET ENJOYMENT:

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

lawfully or equitably claiming by, through or under the Lessor, subject, nevertheless, to the terms and
conditions of this Lease Agreement.

17.

LESSEE SHALL DISCHARGE ALL LIENS:

Lessee shall promptly pay all contractors and material men, so as to minimize the possibility of a lien
attaching to the Property. 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 as approved by Lessor or as required by
applicable law or regulation. The Leased Installation shall be painted to conform to the Property; shall
otherwise not unnecessarily, in the reasonable judgment of Lessor, detract from the aesthetic value of the
Property; and shall be in full compliance with applicable zoning requirements.

19.

ENVIRONMENTAL

(a) Except in (i) strict accordance with all federal, state and local laws, and (ii) only when required in
connection with the use permitted hereunder, Lessee shall not at any time store or use on the Leased Premises,
(A) any "hazardous waste" as defined and regulated by the Resource Conservation, and Recovery Act of 1976
(''RCRA"), as amended from time to ti. "me, and regulations promulgated hereunder; (B) any "hazardous

substance" as defined and regulated by the Comprehensive Environmental Response, Compensation and
Liability Act of 1980 ("CERCLA") , as amended from time to time, and regulations promulgated hereunder; (C) .
any "oil" as defined and regulated by the Maryland Environment Article Code Ann. Sec. 4-401, as amended

from time to time; (D) any "controlled hazardous substance'' as defined and regulated by the Maryland
Environment Article Code Ann., Title 7, subtitle 2, as amended from time to time and regulations promulgated
hereunder; and (E) any substance the presence of which on the Leased Premises is prohibited by any other
federal, state, or local law, now existing or hereinafter enacted applicable to the Leased Premises (all items
referred to in subparagraph (A) through (E) (hereinafter referred to as "Hazardous Substances"). In no event
shall Lessee dispose of, treat, or manufacture any Hazardous Substances on, under or about the Leased
Premises.
(b) Lessee, at its own risk and expense, shall install and maintain its own storage facilities for any Hazardous
Substances permitted under Paragraph 19(a) in strict accordance with the applicable federal, state and municipal
laws and regulations, particularly, the Hazard and Solid WasteAmendments of 1984, 42 U.S.C. 6991, et
seq., and any and all regulations adopted pursuant to or in contemplation of those laws, whether adopted at the
time of execution of this Lease, with respect to any Hazardous Substances which Lessee stores or uses on the
Leased Premises in accordance with subparagraph (a) hereof. Upon request by Lessor at any time, Lessee shall
provide Lessor with evidence reasonably acceptable to Lessor that Lessee is in compliance with all laws
regulating Hazardous Substances.
(c) In addition to all other indemnifications contained herein, Lessee specifically agrees to indemnify Lessor
from any violations of this Paragraph 19, by Lessee, including, but not limited to, any expenses incurred in
connection with or arising out of any environmental investigation of site conditions or any clean up, remedial,
removal or restoration work necessary or required by any federal, state, or local governmental agency or
political subdivision during the term of this Lease or at any time thereafter as a result of such violation. Lessee
shall immediately comply with any notice from any federal, state or local governmental agency or political
subdivision of any environmental problem on, under or about the Leased Premises, and, notwithstanding any
other provisions of this Lease, Lessee's failure to do so shall constitute an event of default without notice from
Lessor. The provisions of this paragraph (Paragraph 19) shall be in addition to, and separate from, any remedies
available to Lessor for breach by Lessee of its obligations under any of the provisions of this Lease and shall
survive expiration or earlier termination of this Lease.
(d) Lessor represents and warrants to Lessee that it has no knowledge of any Hazardous Substances on or
affecting the Property. Notwithstanding any provision contained in this Lease Agreement to the contrary,
Lessor will have sole responsibility for the identification, investigation, monitoring and remediation and
cleanup of any Hazardous Substance discovered on the Property, and Lessor agrees to indemnify, defend and
hold harmless Lessee from any and all claims, demands, suits and actions (including reasonable attorneys' fees
and court costs), relating to any Hazardous Substance present on or affecting the Property prior to or on the
Commencement Date, unless the presence or release of the Hazardous Substance is caused by the activities of
Lessee.

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 reasonable 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 or Lessor's agents, representatives or employees,
arising as a result of the sole willful, or negligent act or omission of Lessor, its elected/appointed officials,
departments, employees, agents and representatives.

To the extent allowable under Courts and Judicial Proceedings Article, Annotated Code of Maryland, and
Sections 4-105 through 4-106 of the Education Article Annotated Code of Maryland, Lessor shall indemnify,
defend and hold harmless Lessee, its officers and employees from any and all claims, demands, suits and
actions including reasonable attorney's fees and court costs, connected therewith, brought against the Lessee,
its officers and employees and arising as a result of any direct willful, or negligent act or omission of Lessor, its
agents or employees EXCEPT for any and all claims, demands, suits and actions, including attorney's fees and
court costs connected therewith, brought against Lessee or Lessee's agents or employees, arising as a result of
the sole willful, or negligent act or omission of Lessee, its officers and employees.

The duties described in Paragraph 20 survive termination of this Lease.

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 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 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 laws.
(d) The Mayor and City Council of Baltimore (in their official capacity) their elected/appointed officials,
departments, agents and employees , shall be covered, by endorsement, as additional insureds with respect to
liability arising out of activities performed by Lessee, its employees agents, representatives, contractors and
subcontractors in connection with this Lease. Lessee shall be covered, by endorsement, as additional insureds
with respect to liability arising out of activities performed by Lessor, its employees, representatives and/or
agents in connection with this Lease.

(e) The insurance shall apply separately to each insured against whom claim is made and/or lawsuit is brought,
except with respect to the limits of the insurer's liability.
(t) To the extent of the Lessee's negligence, the Lessee's insurance coverage shall be primary Insurance as

respects to the Lessor, its elected/appointed officials, departments, employees, agents and representatives. Any
insurance and/or self-insurance maintained by Lessor, its elected/appointed officials, departments, employees,
agents and representatives shall not contribute with the Lessee's insurance or benefit the Lessee in any way
where Lessee is found negligent.
(g) Coverages shall not be suspended, voided, canceled, reduced in coverage or in limits, except by the
reduction of the applicable aggregate limit by claims paid, until after forty five (45) days prior written notice

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

. ---

...

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

has been given to the Lessor. There will be an exception for non-payment of premium, which is ten (10) days
notice of cancellation.
(h) Insurance is to be placed with insurers with a Best's rating ofno less than A-NII, or if not rated with Best's
with minimum surpluses the equivalent of Best's surplus size VII and must be licensed/approved to do business
in the State of Maryland.
(i) The Lessee shall furnish the Lessor a "Certificate of Insurance" with a copy of the additional insured
endorsement as verification that coverage is in force. The Lessor reserves the right to require Lessee to produce
a letter from Lessee's insurance broker verifying that the insurance coverage required herein is in effect.

G) Failure to obtain insurance coverage as required or failure to furnish Certificates oflnsurance 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 ommission of the Lessor shall in any way limit, modify of affect the
obligations of the Lessee under any provisions of this lease.
(k) The coverage amounts set forth may be met by a combination of underlying and umbrella policies so long as

in combination the limits equal or exceed those stated.

22.

AUTHORITY:

Lessee represents and warrants that it is duly organized, validly existing and in good standing in the state
of its incorporation. Lessee and Lessor each represent and warrant that they have all right, power and authority
to make this Lease Agreement and bind itself thereto through the party set forth as signatory below.
Lessor represents and warrants to Lessee and further agrees that: (a) it is the owner of the Property; (b) it :
has rights of pedestrian and vehicular access from the nearest public roadway to the Leased Premises, which

Lessee is permitted to use; and (c) it has the right to enter into this Lease Agreement; and ( d) the person signing
this Lease Agreement has the authority to sign.
23.

ACCESS:
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
Equipment located within the Building or on the rooftop of the Property to facilitate the installation, operation
and maintenance of the Leased Installation and the removal thereof, but only under Lessor's supervision and
subject to reasonable prior notice to the Lessor. In case of emergencies, which occur after normal business
hours, the Lessee and Lessor shall have access to a list of phone numbers and email addresses in order to gain
immediate access to the property. Lessee, or Lessee's employees, agents, contractors, subcontractors, lenders or
invitees, shall make one (1) attempt via telephone, following such attempt, Lessee shall be entitled to access the
Premises.
If access is required after normal operating hours, Lessee shall reimburse Lessor one hundred dollars
($100.00) for building access. If Lessee is an out-of-state Corporation, Lessee shall provide Lessor with the
name and telephone number of its local agent who can be reached on fill emergency basis.
Lessee shall have full and free access 24 hours a day, seven days a week to any of its Equipment on the
Property not located within the building or on top of the building.
Lessor, accompanied by a representative of Lessee, shall be permitted access to the site of the Leased
Installation at all times.
24.

MAINTENANCE:

Lessee shall perform all repairs necessary to keep Equipment and the Leased Installation in safe and
good condition, reasonable wear and tear and damage from the elements excepted, and in full compliance with

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

25.
LESSOR'S OPTION NOT TO REPAIR:
In case of damage by fire or other casualty to any part of the Property, Lessor may, in its sole and absolute
discretion, determine that the damage is so extensive that it may, at its option, choose not to repair or rebuild the
Property. In that event, this Lease Agreement shall be terminated upon thirty (30} days written notice by
Lessee. The Lease Fee shall be paid to or adjusted as of the date of the casualty. Lessee shall thereupon vacate

the Property and surrender the same to Lessor, subject to the provisions of Paragraph 29 hereof. If Lessee
chooses not to terminate this Agreement, Lease Fee shall be reduced or abated in proportion to the actual I
reduction or abatement of use of the Premises.
!
26.

LESSOR'S LIABILITY:

Lessor shall not be liable for any damage to the property of Lessee or any property/personal injury of
and to Lessee's agents, representatives or employees nor for the loss of any property of Lessee due to theft or
otherwise, nor shall Lessor be liable for any injury or damage to Lessee resulting from fire, explosion, gas,
electricity, lightning, water, rain, snow, dampness or any other cause of whatever nature, unless caused by the
negligence or willful act of Lessor, its agents, employees or representatives.
27.
SUBORDINATION AND ATTORNMENT:
This Lease Agreement is subject and subordinate to all ground or underlying leases or leases and to all
mortgages which may now or hereafter affect the Property, and to all renewals, modifications, consolidations,
replacements and extensions thereof. Every such mortgage shall recognize the validity of this Agreement in the
event of a foreclosure of Lessor's interest and also Lessee's right, to remain in occupancy of and have access to
the Leased Property as long as Lessee is not in default of this Agreement. Conditioned upon Lessee's receipt of
a non-disturbance 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 Property 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 agreement
between Lessor and lender for each such mortgage in recordable form.
28.
ASSIGNMENT AND SUBLEASE:
Lessee shall not assign, transfer, mortgage or encumber this Lease Agreement, nor sublease the Leased
Installation (or its rights hereunder) , or any part thereof, without the prior written consent of Lessor (such
consent not to be unreasonably withheld, conditioned or delayed), except that Lessee may assign, transfer or
sublease to its parent company, any subsidiary or affiliate of it or its parent company or to any successor-ininterest or entity acquiring fifty-one percent (51%) or more of its stock or assets, subject to any financing
entity's interest, if any, in this Agreement as set forth in Paragraph 13 above or this Paragraph 28. Any required
FCC or other required consent shall be secured prior to any such assignment. The consent by Lessor to any
assignment or sublicensing shall not constitute a waiver of the necessity for such consent to any subsequent
assignment or sublicensing. If this Lease Agreement is assigned or subleased (as permitted herein above),
assignee or sublessee will be bound to the terms and covenants set herein. Upon assignment, Lessee shall be
relieved of all future performance, liabilities, and obligations under this Lease Agreement, provided that the
assignee assumes all of Lessee's obligations herein. Lessor may assign this Lease Agreement, which
assignment may be evidenced by written notice to Lessee within a reasonable period of time thereafter,
provided that the assignee assumes all of Lessor's obligations herein, including but not limited to, those set
forth in Paragraph 28. This Lease Agreement shall run with the Land and shall be binding upon and inure to the
benefit of the parties, their respective successors, personal representatives, heirs and assigns. Notwithstanding
anything to the contrary contained in this Lease Agreement, Lessee may assign, mortgage, pledge, hypothecate
or otherwise transfer without notice or consent its interest in this Lease Agreement to any financing entity, or

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

,----------------

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

agent on behalf of any financing entity to whom Lessee (i) has obligations for borrowed money or in respect of
guaranties thereof, (ii) has obligations evidenced by bonds, debentures, notes or similar instruments, or (iii) has
obligations under or with respect to letters of credit, bankers acceptances and similar facilities or in respect of
guaranties thereof.
29.

TERMINATION:

This Lease Agreement may be terminated as follows:

A.
Subject to the Provisions of Paragraph 9, by either party, upon default of any term, condition or
covenant, which default is not cured within thirty (30) days (or such longer period as may reasonably be
required to correct such failure or neglect with exercise of due diligence) of the receipt of written notice of
default by the defaulting party, provided that the cure period for any monetary default is fifteen (15) days from
date of receipt of notice. During the continuance of any default after such notice and cure period, the nondefaulting party may terminate this Lease Agreement by giving 30 days written notice of termination to the
defaulting party, and the non-defaulting party may exercise any other remedies it may have under this Lease
Agreement or at law;
B.
By either party without further liability, if the Property is condemned under the terms and
conditions described at Section 30 hereof;
C.
By Lessee, without further liability, upon thirty (30) days' prior written notice, if the Building,
Property, Leased Premises, Leased Installation or Equipment are destroyed or damaged and rendered unsuitable
for normal use and cannot reasonably be repaired within sixty (60) days or if Lessee determines that any of the
Equipment cannot be used without receiving unacceptable interference from, other property or equipment
adjacent to or in the area of the Property and the problem cannot reasonably be corrected by Lessee within thirty
(30) days.

D.
If, after the commencement of this Agreement, Lessee is unable to provide or continue to
provide service from the Leased Property due to the action of the FCC or by reason of any law, physical
calamity, governmental prohibition or other reasons beyond Lessee's control so that Lessee, in its sole
discretion, will be unable to carry out the purposes of its installation on the subject premises, this Agreement
may be canceled by Lessee upon thirty (30) days written notice.
E.
By Lessee if any environmental report for the Property reveals the presence of any Hazardous
Substances after the Commencement Date.
F.
By Lessee if the Lessor fails to deliver to Lessee an executed memorandum of lease or nondisturbance and attornment agreement as required by this Lease Agreement.
G.
By Lessee if Lessee determines that the Property is not appropriate for its operations for
economic or technological reason, including, without limitation, signal interference.
At the termination of this Lease Agreement, Lessee shall remove the Equipment from the Property as
provided an Paragraph 9 hereof.
30.

CONDEMNATION:

If a condemning authority other than Lessor takes all of the Property, or a portion sufficient to render the
Property unsuitable for Lessee's use, this Lease Agreement shall terminate as of the date the title vests in the
condemning authority. Sale of all or part of the Property to a purchaser with the power of eminent domain in the ,
face of the exercise of such power shall be deemed a taking by condemnation. In such an event, Lessee shall
have no right to receive or share in any of Lessor's condemnation proceeds. Lessee shall be entitled to pursue
its own separate claim against the condemning authority for just compensation (which for Lessee shall mean the

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

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

.value of the Leased Installation, moving expenses, prepaid Lease Fee, business dislocation expense and any
other amount recoverable under condemnation law. Lessor shall have no right to receive or share in any of
Lessee's condemnation proceeds
In the event of a partial taking and Lessee elects to continue the Agreement in force, Lessor shall reduce
the rental on the Property by an amount proportionate to the part of the Property taken by eminent domain or
other such legal action.
31.

NOTICES AND OTHER SUBMISSIONS:

Every notice given in connection with this Lease Agreement must be in writing. Delivery of any notice,
or any payment required by the Lease Agreement, shall be given by hand delivery, overnight delivery service,
or certified or registered mail. It shall be deemed to have been given when received by the recipient. Such
notice or payment shall be given to the parties hereto at the following addresses:
(LESSOR)
1st PAYMENT SENT TO:
BALTIMORE CITY BOARD OF SCHOOL COMMISSIONERS
DEPARTMENT OF FACILITIES
200 E. NORTH AVENUE
ROOM407 A
BALTIMORE, MARYLAND 21202
With Copies to:

LEGAL DEPARTMENT
200 E. NORTH AVENUE, ROOM 208
BALTIMORE, MARYLAND 21202
ALL SUBSEQUENT PAYMENTS SENT TO:
BALTIMORE CITY BOARD OF SCHOOL COMMISSIONERS
iA.CCOUNTS RECEIVA BLE
200 E. NORTH AVENUE, ROOM 409
BALTIMORE, MARYLAND 21202
And
(LESSEE)
Sprint Nextel Property Services
7055 Samuel Morse Drive, Suite 100
Columbia, MD 21046
Attn: Property Management
with a mandatory copy to:
Sprint/Nextel Law Department
Mailstop KSOPHT0101-Z2020
6391 Sprint Parkway
Overland Park, Kansas 66251-2020

Attn.: Real Estate Attorney

or such other place as the parties shall designate from time to time in writing.
32.

SURRENDER OF PROPERTY:

Lessee shall, upon termination of the Initial Term or any Renewal Period, or any earlier termination of
this Lease Agreement for any cause, remove the Equipment as provided at Paragraph 9 hereof, surrender all
keys for the Property to Lessor at the place then fixed for the payment of the Lease Fee, inform Lessor of all

---- .. ----

- - ----

- ---

_,,

----

combinations on locks, safes, and vaults, if any, on the Property, and quit and surrender to Lessor the Property,
as prescribed in Section 9 hereof.
33.

RULES AND REGULATIONS:

Lessee agrees to comply with all reasonable rules and regulations Lessor may issue applicable to the
Leased Installation and Property. Lessee's failure to comply with the rules and regulations shall constitute a
breach of the terms ofthis Lease Agreement as if the same were contained herein as covenants. Lessor reserves
the right from time to time to amend or supplement said rules and regulations applicable to the Leased
Installation and Property. Thirty (3 0) days prior written notice of such additional rules and regulations,
amendments, and supplements, if any, shall be provided to Lessee by Lessor. A copy of Lessor's current rules
and regulations is attached hereto as Exhibit F.
34.

HEADINGS:

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

WANER:

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.
36.

HEIRS AND ASSIGNS:

All rights and liabilities in this Lease Agreement granted to or imposed upon the respective parties shall
extend to and bind their respective successors and assigns. If there is more than one person signing as Lessee, or
more than one Lessee, they shall all be bound jointly and severally by the terms, covenants and agreements of
this Lease Agreement.No rights, however, shall inure to the benefit of any assignee or transferee of Lessee
unless the assignment or transfer to such assignee or transferee has been approved by Lessor in writing, if
applicable, pursuant to Section 28 hereof.
37.

ENTIRE AGREEMENT/AMENDMENT:

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

approved by Lessor, and by any rules and regulations promulgated by Lessor pursuant to Section 33 hereof),
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. :

38.

PARTIAL INVALIDITY:

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

DISCLOSURE:

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

law.
40.

LESSEE DEFINED. USE OF PRONOUN:

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

41.

APPLICABLE LAW:

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

42.

CONSENT:

No consent or approval required to be obtained or given under this Lease Agreement shall be
unreasonably withheld, conditioned, or delayed.

43.

MEMORANDUM:

Lessee may record a memorandum of this Lease Agreement at Lessee's expense in the form annexed
hereto as Exhibit G and acknowledges that such Memorandum of Agreement will be recorded by Lessee in the
official records of the County where the Property is located.
44.

COUNTERPARTS:

This Agreement may be executed in one or more counterparts, each of which shall be deemed an
original and all of which, taken together, shall constitute one and the same instrument.
45.

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.

rfJ-118 1-\I(E1-\ JtffEJTI'JCJL'f"i~LLY BL1\I-fY

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

BALTIMORE CITY BOARD OF SCHOOL

COMMISSIONERS

ATTEST:

~tJ~'
s

~~a~~Alonso,

Ed.D.

Chief Executive Officer-

NEXTEL COMMUNICATIONS OF THE MIDATLANTIC, INC. A DELAWARE

CORPORATION

ATTEST:

~__
~ob C.ob A Ne
, MANAGER, SITE
DEVELOPMENT
APPROVED AS TO FORM AND LEGAL SUFFICIENCY

TH1s2fitioAYOJ1 J'uhe

2007 APPROVALOFTHE

~IRECTOR OF MATERJALS

!2[NT

T~;;tt
~
I A. p*M
I -

APPROVED BY BOARD OF SCHOOL COMMISSIONERS

THIS

DAY OF

'

2007

.~9-~

SECRETARY: Andr~s A. Alonso,

Ed.D.

Chief Executive Officer

(J,(
1

8i JBc>6tfr .ee

Page 2fo'f.2f (not including exhibits) between the Baltimore City Board of School
Commissioners (Lessor) and Nextel Communications of the Mid-Atlantic, Inc. (Lessee) to lease
a portion of Douglass High School #450.

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

SPRJNT/NEXTEL NOTARY BLOCK:

STATEOF
COUNTYOF

NJ
~)

....,
partneror agenton behalf of

day of

l'!!-' r::-:, l ~
partnership.

(AFFIX NOT ARIAL SEAL)

(OFFIC

My commission expires:

(PRINTED, TYPED OR STAMPED NAME OF NOTARY)

Cheryl G. oensel
Notary Public
State of New Jersey

No. 2312790
commission Exp. March 25, 2009

-----------

,a

---------~-

---

EXHIBIT A
DESCRIPTION OF THE EQUIPMENT
To the Lease Agreement dated
, 200_, by and between Baltimore
City Board of School Commissioners, as Lessor and Nextel Communications of the MidAtlantic, Inc.
The Equipment is described as follows:
12

Antennas

15

1 5/8" coaxial cables

TTA'S

GPS antennas

12 x 20 equipment shelter

EXHIBITB
DESCRIPTION OF THE LAND

To the Lease Agreement dated

200_, by and between Baltimore

City Board of School Commissioners, as Lessor and Nextel Communications of the MidAtlantic, Inc.
The Land is described and/or depicted as follows (metes and bounds)
Book 3990, Page 92

BEGINNINGfor
the
same at a point
an the northernmost
side
of Windsor
Avenua as now proposed
to be opened distant
498. 75 feet
westerly
from the
intersection
formed by the western
most
side
of
Pulaski
Street
66 feet
wide and the northernmost
side
of said Windsor Avenue the coordinates
of
said point
of beginning,
based on th.a system used by the City of Baltimore
Topographical
Survey Commission being west 10669. 58 feet
and north
5602. 27
feet
and running
thence
south 2 29' oon east
272.89
feet
thence
north
84
20' 00" west: 295.58
feet
thence
north
83 55' 00" west 530.65 feet
thence
north
2 31.' oon west 495.75
reet
thence
north
46 59'
00" east
214.58
feet
to interact
the southeascernmost
side of Bucklers
Lane thence
binding
on the southeaeternmost side of said Bucklers Lane north
62 50' 00" east
726. 29 feet
and thence
south
02 29 00" east
797. 96 feet
to the place
of
beginning
THE courses
in the above description
are all
rererred
to the
true
meridian
o:f the City of Baltimore
Topographical
survey Commission
BEING a part of the same tract
of land which by deed dated
June 21st 1870
and recorded
among the Land Records of Baltimore
County in Liber
EH A no
66 folio
104 was conveyed
by Margaret
E Wyatt et al to John J Thomsen and
which was devised
by the Last Will o!'. the said
John J Thomsen,

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

SPECW. DESIGN NOTES:

NOOEL PROPOSES A TOTAL
OF 6 INITIAL ANTENNAS, 3
GPS ANTENNAS, 3 TIA'S AND
UP TO 15 LINES OF I 5/8"
COAX WITH THIS INSTALLATION

ADDrrtONAL DESIGN NOTES:

THE DESIGN OF THE COMPOUND ~
SHOWN IS PRELIMINARY AND MUST
COMPLY WITH A STANDARD SET
FORTH BY ALL STATE AND MUNICIPAL
BUILDING CODES AND ZONING
REGULATIONS INCLUDING VARVINCES.

architects
engineers
5659 COLUMBl'I PIKE, SUIJE 101
Fl.I.LS CHURCH, ~A 22ll4HMll
[TR)70M7H()OO
(f.1)1) 70.H7H:IOD

NEXfEL
or
COMMUNICATIONS
MID-\lWlllC,

TH

INC.

7D5! 511.iUEL MORSE DR. SUfi, 100

COWMGll,, MD 21046

~
SCALE: 1"~400'

{410) &5J-HOO

NEXTEL SECTOR (3): 4

ANTENNAS + I TIA ANTENNA
MDUNTED TO PIPE BEHIND
PENTHOUSE WALL. PNNT TO
MATCH EXISTING BUILDING

NORTH

NEXTEL SECTOR (1 ): 4
ANTENNAS + I TIA ANTENNA
MOUNTED TO PIPE BEHIND
PENTHOUSE WALL. PAINT TO
MATCH EXISTING BUILDING

PROPOSED UNMANNED
WIRELESS
COMMUNICATION
SITE
MD3536
WEST DRUID PARK

EXISTING PENTHOUSE

Gl'IYNNS Fl>llS PKWY

BALTll.fORE, MO 21217
2.10\

EXISTING PARAPET~

PROPOSED NEXTEL
12',20',10' -5' HL EQUIPMENT
SHELTER ON 14'x31' ELEVATED
EQUIPMENT STEEL PLATFORM
WITH STAIRS & GUARDRNL

EXISTING BUILDING ROOF

--

cc

;:I~

"'

t.J

i:C

LI

co
cc

u.,
0

'o
.1
eo
co

"'
t;

~
~

I
~

2::i
<..>

LI<(

t3

L.....

c;
~

c,

<3

i~ ; ~
I

~f
u

Cl

i:2

SCALE IN FEET
06-06-06
11-07-05

10

1":::20'

20

40

60

NORTH

\ FRONT I

ELEVATION

SHEET 2 OF 4

LEASE
j

REV. 1
REV. D

~-/

EXHIBIT
I

n:
.

SPECIAL DESIGN OOTES:

NEXTEL PROPOS!:S A TOTAL
OF 6 INITIAL ANTENNAS, 3
GPS ANTENNAS, J TTA'S AND

UP TO 15 LINES OF 1 5/8"
COAA WITH THIS INSTALLATION

AODITIOIW.. DESIGN NOTES:

THE DESIGN or THE COMPOUND AS
SHOWN IS PRfll~INAR'I AND MUST
COl.f'LY WITH A STANDARD SET
FORTH 8'i ALL STATE AND MUNICIPAL
BUILDING CODES AND ZONING
REGULATIONS INCLUDING VARIANCES.

,.,ili<l"

'
'S:'lt,.:>r,u.,r.'/J:J'

architects
engineers

~651 COl.IJliBIA PIKE, S\JITE 101

f-'LIS CHURCH, VA 221J.11-2868
(ltl) 70H71-6000
(fllX) 71>J-67Hl00

NEXTEL
KEYPLAN

C-OMMUNl:.IOONS Of THE
Mll-AWllTIC, It.I:.
7055 SAllUEL /,IORSE llR. Sim 100
COWUlllA, hll 210!6
(410) 95l-7400

SCALE: 1",,,400'

NEXTEL VERTICAL WALL

NORTH

PROPOSED UNMANNED
WIRELESS
COMMUNICATION
SITE
MD3536
WEST DRUID PARK

MOUNTED CABLE TRAY

WITH UNISlRUT PAINTED
TO MATCH WALL

NEXTEL SECTOR (3): 4

#HENNAS t I TTA ANTENNA
PIPE MOUNTED BEHIND
PENTHOUSE WALL. P,IJNT TO
MATCH EXISTING 8UILOING

NEXTI'l SECTOR (2): 4

ANTENNAS t 1 TTA ANTENNA
l.IOUNTEO TO PIPE BEfllND
PENTHOUSE WALL P,'JNT TO
t.lATCH EXISTING BUILDING
EXISTING PARAPET

2.l01 GWYNNS F.lllS PKWY

IW,TIMDR,, MC 21217

EXISTING PENTHOUSE
PROPOSED NEXTEL

GPS (l'l'P. OF 3)
PRCfOSED NEXTEL
12'x20'x10'-5 HT, EQUIPl.IENT
SHELTER OH 14'x31' ELEVATED
EQUIPMENT STER PLATFORM
WITH smRS & GUARDRNL --

13

EXISTING BUILDtJG ROOF

ce

B
"'

'cc

c:

u
b5

""

"-~

...2:;

~
'-'

t.:i
:ii

JJ1lJ

"'
'o I
';:::. ...."'"'
!i<

!'3

1
!
I

j -J:W1
. . __J :---;~I
I

ie.M,;'

~i:E i

t;:;

>t~i!i

.- I~

..,:
D.

~ ~
~

SCALE IN FEET

~
Q

1"=20'

10

20

40

60

SOUTH REAR ELEVATION

06-06-06

REV. 1

11-07-05

SHEU 3 OF 4 REV. 0

L~'A'SE EXHIBIT

C-:l-

GPS MOUNTS: WIRELESS SOLUTION W-MT-416

TESSCO PART#: 64467

ADDITIONAL DESIGN NOTES:

THE DESIGN OF THE COMPOUND AS
SHOWN IS PRELIMINARY AND MUST
COMPLY WITH A STANDARD SE!
FORTH BY ALL STATE AND MUNICIPAL
BUILDING CODES AND ZONING
REGULATIONS INCLUDING VARIANCES.

SPECIAL DESIGN NOTES:

NEXTEL PROPOSES A TOTAl

OF 6 INITL'IL ANTENNAS, 3
GPS ANTENNAS, 3 TTA'S AND
UP TD 15 LINES OF 1 5/8"
COA>: WITH THIS INSTALLATION

11.rchicects
engineers
5659 COWMBIA Pl~E, surn: 101
FALLS CHll/lCH, VA 22041-2868
{!El) 703671-6000
(FM) 7DH71-6l00

NEXfEl
01STI<l OJIU!NO

COMMUNICATIONS

EXISTING EXHAUST
FAN (TYP.) ---

scor \

VERTICAL WALL MOUNTED

CABLE TRAY PAINTED TO
MATCH WAL~.
,NEXTEL SECTOR (2): 4
ANTENNAS t 1 TTA ANTENNA
MOUNTED TO PIPE BEHIND
PENTKOUSE WALL, Pl>JNT TO
MATCH EXISTING BUILDING

SITE
MD3536

WEST DRUID PARK

2301 GWYNNS rws ?'{/I/'(
BAL~MOR(, MD 21217

RF PORTS

-------~CPS

ANTENNA
(TYP. OF 3)
,-

PROPOSED SHIP LADDER

LEASE AREA ~ 434

s.r.

EXISTING ACCESS LAODER

TO PENTHOUSE TO BE
MODIFIED IF NECESSARY

_,_,.-

SECTOR

27/J

EXISTING SKYLIGHTS

PROPOSED UNMANNED
WIRELESS
COMMUNICATION

PROPOSED NEXTEL
l2',20'x10'-5"
HT. EQUIPMENT
SHELTER ON 14'x31' ELEVATED
EQUIPMtNT STEEL PLATFORM
WITH STAIRS & GUARDRAIL

~rFLOOR

NEXTEL 12" WIDE CABLE TRAY

WITH NON PENETRATING 4 '14"
PVC SLEEPERS ON ROOF, FIELD
VERIFY EXACT LOCATION,
COORDINATE EXACT ROUTE WITH
BUILDING OWNER -------

or THE

~JD~ATWIDC, ING.
i055 SMIUEl MORSE OR. SUllE 100
COLUMS~ MD i104~
(410) 953-1400

STRUCTURAL PLATFORM
SUB-FRAME.

Pl.

,.....
NEXTEL SECTOR (3): 4
ANTENNAS + 1 TTA
ANTENNA PIPE MOUNTED
BEHIND PENTHOUSE WALL
PAINT TO MATCH EXISTING
BUILDING

NEXTEL SECTOR (1 ): 4
ANTENNAS t 1 TIA ANTENNA
MOUNTED TO PIPE BEHIND
PENTHOUSE WALL PAINT TO
MATCH EXISTING BUILDING

EXISTING PENTHOUSE

KEY PLAN
SCALE: 1"-"400'

NORTH

SCALE IN FEET

10

1 "=20'

20

40

60

REV. I

06-06-06

11-07-05

TRUE NORTH

PROPOSED ROOF PLAN

SHEET 1 OF 4

REV. 0

cE;sE EXHIBIT

1 <!-3

SPECIAL DESIGN NOTES:

NEXTEL PROPOSES A TOTAL
OF 6 INrTIAL ANTENNAS, 3
GPS ANTENNAS, 3 TIA'S AND
UP TO 15 LINES OF I 5/8"
COM WITH THIS INSTALLATION

ADDITIONAL DESIGN NOTES:

THE DESIGN OF THE COMPOUND AS
SHOWN IS PRELIMINARY AND MUST
COMPLY WITH A STANDARD SET
FORTH BY ALL STATE AND MUNICIPAL
BUILDING CODES AND ZONING
REGULATIONS INCLUDING VARIANCES.

architects
engineers
Sl\59 COLUMB~ PIXf, SUITE 101 .
F.'J.l.5 CHURCK, VA 2204H86B
(TEL) 703671-6000
(FIX) 70l67H:l00

NExrEL
COMMUNICATIONSOF THE

or

KEY PLAN

NORTH

SCALE: 1""' 400'

MIDATIJ.ll]IC, 11-fi:.

LOCATION
GROUNDING CONDUIT
FLOOR PENETRATION, TO
INCOMING WATER MAIN
@ LOWER LEVEL

7055 SAMUEL MORSt OR, SUITE I 00

COlUM81\ MO 21046
(410) 95H400

PROPOSED UNMANNED
WIRELESS
COMMUNICATION
SITE
MD3536
WEST DRUID PARK
2301 GWINNS fAllS Pl<'ll'i
IW.TIMDRf, MO 21217

UPPER PART OF BOILER ROOM

CORRIDOR
~

DROP CEJWJ(i

NEXTEL UTILITY CONDUITS (3)-2" RGS

FOR POWER, EMERGENCY POWR &
TELCO, AND (1)-1" RGS FOR
GROUNDING. MOUNTED ON UNISTRUT
NJOVE DROP CEILING. COORDINATE
EXACT ROUTE WITH BUILDING OWNER &
NEXTEL CONSTRUCTION MANAGER

MEZZANINE

JJ
(I)

- 1

TRUE NORTH

1"=20'

s CALE

20

10

IN FEET
...JI

40

(!) EXISTING PHASE MONITOR.

PROPOSED LOCATION OFOR NEXTEL SUB-METER.

EXISTING 120/208V 3~, 4W, BOO AMPS WIRE TROUGH.

@)

PROPOSED LOCATION FOR NEXTEL MANUAL lRANSFER SWITCH.

EXISTING J~. 225 AMPS ENCLOSED CIRCUIT BREAKER THAT

PROVIDES OVERCURRENT PROTECTION TO EXISTING PANEL 'DP".

PROPOSED LOCATION FOR EMERGENCY GENERATOR RECEPTACLE.

EXISTING M/>JN TELEPHONE BOARD.

(D EXISTING 277/4BOV. 3~. 4W, 600 AMPS DISTRIBlJTION PANEL

(D EXISTING 24DV, 3~. 800 AMPS, ENCLOSED CIRCUIT BREAKER.

LJ
0

EXISTING 277 /480V-240, 3001iVA TRANSfORMER.

PROPOSED LOATION FDR NEW DISCONNECT SWITCH.

EXISTING JP, 225 AMPS ENCLOSED CIRCUIT BREAKER THAT

PROVIDES OVERCURRENT PROTECTION TO EXISTING PANEL "BR".

UTILITY ROUTING PLAN

11-0'.~~-~

~hHI Nw,.,.,.,

60
@

GROUND FLOOR MEZZANINE

REV. 1

06-06-06

I SHEET

LEASE

4 OF 4

REV. 0

EXHIBIT

_,-----~

----~--------n

~~, .

, ...

EXHIBITE
Commencement Date Agreement
This Commencement Date Agreement (the "Agreement") is made into this
day of
, 20
, by and between Baltimore City Board of School Commissioners,
(Lessor) and Nextel Communications of the Mid-Atlantic, Inc. (Lessee).
WHEREAS, Lessor and Lessee entered into a Lease Agreement dated ~~~~~~~~pursuant to which Lessor demised and leased to Lessee, and the latter rented from the former a
portion of certain premises identified as MD3536A West Druid Park site, as more particularly
described in Exhibit "B" of the lease attached thereto;
WHEREAS, the exact commencement and termination date of the Lease term was not expressly
ascertainable,
WHEREAS, the parties are now able to determine a lease commencement date because Lessee
will begin construction at the Premises on
20__, and a building
permit was issued to Lessee on
October 20, 2006.
NOW, THEREFORE, THIS AGREEMENT WITNESSETH, that pursuant to the provision of
the Lease relating to the commencement and termination of the Lease term, Lessor and Lessee,
for themselves, their successors and assigns, intending to be legally bound hereby agree and
stipulate as follows:
I.

The Lease term commenced on the

day of
20__ , and
the Lease term will terminate (unless sooner terminated or extended as
provided in the Lease), on the __ day of
20_

II.
This Agreement is solely intended to constitute a confirmation by the parties
hereto of the
commencement and termination dates of the lease term as
provided in the lease, and is not
intended to amend or otherwise modify
the Lease except as herein expressly set forth. The
parties hereto
acknowledge that the Lease is in full force and effect.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement for the
purposes set forth above.
WITNESS:

REPRESENTATIVE FOR LESSOR:

BY:

WITNESS:

(SEAL)

REPRESE~.)'
BY:

LESSEE:

tfi---

APPROVED AS TO FORM AND LEGAL SUFFICIENCY

OFFICE OF LEGAL COUNSEL

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

(SEAL)

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

-- -

------

. . ---- .-

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

EXHIBITF
Rules and Regulations

Intentionally Omitted

----------

--

------~-

-----. -