wheaton high school aug 122010

8/6/2019 Wheaton High School Aug 122010

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LEASE AGREEMENT

FO R

TELECOMMUNICATIONS

WITH

CLEAR W IRELESS LLCat

W heaton H igh School12501-A D alewood Drive, Silver Spring, MD 20906


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LEASE AGREEMENT FOR TELECOMMUN ICATIONSINDEX

NON-EXCLUSIVITY; CO-LOCATIONLEASED PREMISESTERM

4. RENTAL5. SECURITY DEPOSIT/SURETY BOND6. RENEWAL7. CANCELLATION

8. EASEMENTS SERVING PREMISES9. PURPOSE10 . USE OF PREMISESI I . COMPLIANCE WITH GOVERNMENTAL LAWS12. OWNERSHIP, SUBORDINATION ANDNON-DISTURBANCE13. RESTORATION OF THE PREMISES14. TELECOMMUNICATIONS POLICY15. DEFAULT16. LICENSES AND PERMITS17. CONSTRUCTION BY TENANT18. INTERFERENCE9 . INDEMNIFICATION

20 . INSURANCE REQUIREMENTS21. HAZARDOUS MATERIALS22. ASSIGNMENTCleamire Site No.: MD-WSH0714Execution Copy ti--07-2010


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23. INSPECTIONS24. QUIET ENJOYMENT25. DAMAGE AND DESTRUCTION26. CONDEMNATION27. BINDING EFFECT?S . RECORDATION29. NOTIC'ES30. WAIVER31. MARYLAND SEX OFFENDER LAW32. ENTIRE AGREEMENT33. GOVERNANCE34. CONFLICTS

EXHIBITSEXHIBIT A -Site Drawing showing Property and PremisesEXHIBIT B - Map showing Non-Exclusive Right of Way and Easements

EXHIBIT C- Hazardous Materials Activities Tenant(None)EXHIBIT D- School HoursEXHIBIT E- Recommendation of Telecommunications Transmission FacilityCoordinating GroupEXHIBIT F- Right of Entry AgreementEXHIBIT G- Current Board Policy ECNEXHIBIT H- Memorandum of Agreement

Clearly ite Site No.: MD-WSHO714Execution Copy 6-07-2010


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School Site: Wheaton High SchoolLEASE AGREEMENT FOR TELECOMMUNICATIONS

THIS LEASE made this 7g ay of 2010 , by and between theBoard of Education of Montgomery County. governing 15-0/dy of MONTGOMERY COUNTYPU BLIC SCHOOLS (hereinafter the "Landlord"). and Clear Wireless LLC. a Nevada limitedliability company, (hereinafter the "Tenant").

Landlord hereby rents to Tenant and Tenant hereby rents from Landlord the leasedpremises herein described upon the following terms and conditions:1ON-EXCLUSIVITY CO-LOCATION. Landlord leases to Tenant a portion of theParcel (hereinafter described), a portion of which is leased on an exclusive basis. for theexpress purpose of Tenant's placing certain approved telecommunications facilities (the"Communications Facility") on the Premises (as defined below) to promote the publicpurposes of the Telecommunications Act of 1996. Tenant agrees and understands that itshall enjoy a non-exclusive right to use that portion of the Parcel on which is constructeda tower. monopole, or other antenna-related structure and shall permit co-location byother tenants on any tower, monopole. or other structure that it may construct for its

telecommunication purposes. Tenant shall deal in good faith with any other tenants whomay be granted co-location rights on the Communications Facility.LEASED PREMISES. The leased premises ("Premises") consist of approximately 24square feet of that certain tract of land lying in Montgomery County, Maryland,containing approximately 25.77 acres and conveyed to the Landlord pursuant to a deeddated July 24, 1951 and recorded in the Land Records of Montgomery County. Marylandin Liber 1570, Folio 82, which property is known as the Wheaton High School Site ("theSite"). The Parcel is further identified as P472on Tax Map HQ53.The Premises are moreparticularly shown on a site drawing attached hereto as Exhibit A and made a part hereof.As a condition to the Landlord's consent to this Lease, Tenant shall submit drawingsdepicting the Premises and the required Easements in Paragraph 8.

3 .ERM. The term of this Lease shall be five (5) years with a five-year renewal option atthe discretion of the Tenant, subject to the cancellation (Paragraph 7) and the defaultprovisions (Paragraph 15) of this Lease. Tenant may be izranted permission to renew fortwo additional five-year tenns. The initial term shall commence on the earlier to occur ofthe commencement of construction of the Communications Facility or the sixtieth (6 0 t h )day following the above date of this Lease, unless the parties agree in writing to adifferent commencement date ("Commencement Date").4.ENTAL. Tenant hereby covenants and agrees to pay or cause to be paid as annual rent

to Landlord the total sum of Twenty-our Thousand Dollars ($24,000) for the initial12-month term by monthly payments of Two Thousand Dollars (S2,000.00).(a) Annual rent shall be adjusted by Tenant at each anniversary of the Lease year by

tw o and one-half percent (2.5%) over the previous year's rent or an amount equaliearwire Site No.: MD-W SH0714Exectmon Copy 6-07-2010


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to the increase in the Consumer Price Index (CPI-U) A ll Urban Consumers -City Average, whichever is greater. The CPI computation to be used is the 12Month Percent Change, using the month preceding the anniversary month ofrenewal.An example is:Monthly rental is $2,000.00 with an anniversary month of October 2006. CPI-U12 Months Percent Change for September is 2.8%. Monthly increase would be$56.00, for a new monthly lease paym ent of $2,056.00.Additional information on the CPI can be found in the Bureau of LaborStatistics at httn://www. bls.govi.htm

(b ) Rent set forth hereinabove shall be adjusted annually on each anniversary of theCommencement Date referenced in Section 3 (unless the Commencement Date isother than the first day of the month, in which event the Rent shall be adjustedannually commencing on the first day of the calendar month following the firstanniversary of the Commencement Date) during the term of the Lease. Rent foran y period during the Term hereof which is for less than one month shall beprorated based upon the actual number of days of the calendar month involved.

(c ) Rent shall be made payable to the Montgomery County Public Schools anddelivered to the Office of the Chief Operating Officer, 850 Hungerford Drive,Rockville, Maryland 20850, or such other place as the Landlord may from time totime so designate in writing at least thirty (30) days in advance of a rentalpayment date.

5. SECURITY DEPOSIT/SURETY BOND. Upon execution of this Lease, Tenant shalldeposit with the Landlord, at the option of Tenant, a cash security deposit or a suretybond in a form a nd from a surety com pany acceptable to the Landlord in the amount ofFifty Tho usand D ollars ($50,000.00) as security for the faithful performance andobservance of the terms and conditions of this Lease. It is agreed that if Tenant defaultswith respect to any terms and conditions of this Lease, including but not limited to thepayment of rent, or the remov al of its equipment at the conclusion of this Lease, Landlordmay u se, apply, retain or draw against the who le or any part of said security deposit orsurety bond required for the payment of any rent or any other sum as to which the Tenantis in default or for any sum w hich the Landlord may ex pend or m ay be required toexpend by reason of the Tenant's defaults of any of the terms, conditions, and covenan tsof this Lease. If Tenant shall fully and faithfully comply with all the terms, covenants,and conditions of this Lease, the security deposit shall be returned to Tenant or the suretybond shall be extinguished no later than sixty (60) days after the end of this Leaseprovided Tenant has delivered the Premises in the manner required herein.

6. RENEWAL. As long as Tenant is not in default under any of the terms hereof, this Leasemay be renewed as provided in this paragraph for up to three (3) five-year renewal term sif, at least one hundred eighty (180) days prior to expiration of the then current term ofthis Lease, Tenant provides written notice of its intent to renew the Lease for another

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five-year term. Tenant has the option for the first renewal: the second and third renewalterms are at Landlord's option. If the renewal term is at the Landlord's option and theLandlord decides not to renew this Lease for another five -year term, then Landlord shallprovide Tenant with a written notice of non-renewal at least twelve (12) months beforeany termination date shall be effective.

7ANCELLATION. Landlord may cancel this Lease for cause if Tenant fails to complywith the terms and conditions of this Lease. Tenant shall have thirty (30) days afterwritten notice to cure any non-conforming condition to the reasonable satisfaction of theLandlord. If Landlord determines that Tenant's actions pose a risk in violation of anyfederal or state law. regulation or ordinance applicable to public health, safety or welfareand issues written notice, or if Tenant's actions result in the issuance of a legal Notice ofViolation of any public health. safety or welfare law, regulation or ordinance and Tenantis unable to cure the conditions specified in the Landlord's notice or the legal Notice ofViolation within the time prescribed therein, then Landlord may immediately terminatethis Lease, by written notice to Tenant.

8.ASEMENTS SERVING PREMISES.(a )he Board of Education must give formal approval to the easements serving. thePremises. Subject to its prior formal approval and after a utility location analysisby a duly qualified utility location service. the Landlord hereby grants to Tenantthe easements described below in this Paragraph 8 and Subparagraphs I through iv(such easements collectively called the "Appurtenant Easements") as easementsappurtenant to the leasehold granted to Tenant in this Lease. The AppurtenantEasements may not be assigned or otherwise transferred in whole or in partseparately from the leasehold granted under this Lease: and any such attemptedassignment or transfer shall be void.

i. Landlord grants Tenant a nonexclusive, temporary construction easementover, on, and through a portion of the school Site, as shown on Exhibit B,for construction and installation of the Communications Facility upon thePremises. Such temporary construction easement shall terminate upon theearlier of (i) completion of Tenant's construction described in Paragraph10 or (ii) the first anniversary of the commencement of this Lease.

ii. Tenant shall be permitted the non-exclusive use of a right-of-way ten feet(10') in Aridth, the centerline of which is shown on Exhibit B hereof, orsuch other right-of-way of similar dimensions as Landlord may designateduring the term of this Lease, to construct, operate. maintain, repair andremove Tenant's underground communication cables from the Premises,across and through that portion of the Site described on Exhibit B as the"Proposed Underground Conduits for Radio Cables". Tenant shall postand maintain at least four (4) signs indicating "Underground Cables" onthe fence enclosing its equipment and on the Tower outlining theextremities of the path of the underground cables.

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iii. At such time as is necessary, Landlord shall grant to the local utility andtelephone companies a non-exclusive easement and right-of-way of tenfeet ( 10') in width for the purpose of constructing, installing, maintaining,operating, providing, repairing, and removing undergroundcommunication and electric power lines and systems, along and/or underthose portions of the Site designated and the right-of-way of Tenantprovided for during the term of this Lease for purposes of installation andprovision of telephone and electric service to the Premises. Any utilityeasement required shall be submitted to the Board of Education for formalapproval. For utility services, Tenant shall use the same non-xclusive utilityeasements granted by the Landlord to Verizon Telephone Company andPotomac Electric Power Company to serve the needs of Tenant.

iv . Landlord hereby grants Tenant a non-exclusive right to use the existingdriveway for ingress to and egress from the Premises by Tenant forvehicular traffic for constructing, installing, maintaining, operating,repairing, and removing equipment over that portion of the Site designatedon Exhibit B hereof, as "Proposed 20' Ingress-Egress Easement", or suchother right-of-way of similar width as may be designated by Landlord toprovide such access to the Premises and the Communications Facilityduring the term of this Lease.

(b ) Landlord shall have the right to relocate any of the Appurtenant Easements uponat least ninety (90) days' prior written notice. If such relocation occurs after theinstallation of utilities or facilities therein, such relocation shall be at Landlord'sexpense and shall be conducted in such a manner so as to minimize any disruptionto Tenant's operations under this Lease.

(c ) With the exception of the temporary construction easement provided for, whichmay expire sooner as provided in such subparagraph, and any utility easements tothird party utility or power companies, which shall expire in accordance with theirterms, the term of all Appurtenant Easements shall automatically expire thirty(30) days after expiration or termination of this Lease without the need for furtheract of any party. Notwithstanding the foregoing, if requested by Landlord. Tenantshall execute and deliver to Landlord, in recordable forni, such documents asLandlord may request to evidence of record the termination of all AppurtenantEasements as just provided.

9URPOSE. The Premises shall be used to locate towers, equipment, buildings andrelated facilities, including the Communications Facility, for telecommunications use.No grading, cutting of trees, removal of sod or topsoil and no installation of additionalpermanent or temporary structures, including fencing, shall be done without the priorwritten and express consent of Landlord. The Premises shall be used only for purposescompatible with the zoning of the Parcel. Tenant shall return the Premises to the originalcondition, normal wear and tear and dam age by casualty not caused by Tenant excluded,prior to the expiration of the term of this Lease or any extensions or renewals thereof.Tenant agrees to control all noxious weeds in accordance with the guidelines of the

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Maryland Department of Agriculture. Tenant also agrees to periodically mow thePremises and to remove brush and debris as necessary.0 .SE OF PREMISES.

( a fenant shall use the Premises for the purpose of installing, removing, replacing,modifying, maintaining, and operating, at its expense, the CommunicationsFacility, which shall be deemed to include, without limitation, antennasequipment. electronic equipment. cable wiring, air conditioned equipmentshelter(s), backup power sources (including generators and fuel storage tanks inaccordance with Paragraph 21 and applicable laws), related fixtures, and anantenna structure, and shall use the Appurtenant Easements solely for theapplicable purposes described in Paragraph 9. Landlord makes no representationor warranty whether such use is permitted by any laws or regulations applicable tothe Premises, and Tenant is solely responsible for determining whether such use ispermitted, and for securing all necessary licenses, permits and approvals thereforfrom the appropriate governmental agencies.

(b )otwithstanding any other provision of this Lease, the Tenant acknowledges theabsolute primacy of the L andlord's use of the Site to serve the needs of the publicschool system, and that Tenant's rights under this Lease are subject andsubordinate to Landlord's use and operation of the Site. Accordingly, inexercising its rights under this Lease, Tenant shall use its best efforts to avoid anyadverse construction, operation or other impacts on the Site and Landlord's useand operation thereof, arising from Tenant's activities conducted on or off of theSite. Prior to any entry upon the Premises, Tenan t shall provide reasonableadvance notice to Land lord of such entry and of any w ork or activities to beconducted on the Premises. Such entry, work and other activities shall occur onlyat such times_ and shall occur in such mariner, as may be required by Landlord toavoid any adverse impacts. Tenant may not access the Premises during schoolhours, which times are listed on the Schedule in Exhibit D , nor at any time whenschool property may be used by programs coordinated by the County Office ofCommunity Use of Public Facilities, except with prior notice to and approval ofthe building administrator (See Exhibit D ). In cases of bona fide emergenciesadversely impacting Tenant's provision of comm unication services or threateninglife and safety. Tenant may enter the Premises without prior notice to Landlord,provided Tenant notifies Landlord of same as soon as practicable.

(c ) Subject to the conditions set forth in Paragraph 10 (b), Exhibit D and the Right ofEntry Agreement annexed hereto as Exhibit F, Tenant shall have the right at anytime following the full execution of this Lease to enter upon the Parcel for thepurpose of making appropriate engineering and boundary surveys, inspections, soiltest borings and other reasonably necessar. , tests.

(d ) Hat any time during the term of this Lease, Landlord reasonably determines, afterconsultation with Tenant, that the Com mun ications Facility and related facilitieshave not been and'or can not be operated in a manner that does not materially and

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adversely impact the Landlord's use and operation of the Site to serve the needsof MCPS. then Landlord shall provide Tenant with detailed written informationspecifying the nature of the condition that Landlord has determined to haveresulted in such material and adverse impact upon the Landlord's use andoperation. If Tenant is unable to remedy such condition to the reasonablesatisfaction of Landlord, within thirty (30) days following Landlord's provision ofthe foregoing information, then Land lord may terminate this Lease by givingTenant thirty (30) days' prior written notice of same.

(e)andlord reserves the right to add improvements to or redevelop the Site( including the Premises) in any m anner, including additional comm unications facilitiesnecessary for Landlord's or Mon tgomery Co unty's communications needs, and inconnection therewith to relocate, at Landlord's sole expense, the CommunicationsFacility and the Premises. Within fifteen (15) days following approval ofLandlord's proposals to add any such improvements or redevelop the S ite,Landlord shall provide written notice thereof to Tenant. Landlord shall makereasonable good faith efforts, including consultation with Tenant during theplanning stages therefor, to cause any such improvem ents or redevelopment to beperformed in a w ay that does not require relocation of the C omm unicationsFacility and the Premises or undue interference to Tenant's use and operation ofthe Communications Facility. Landlord's reasonable good faith efforts and itsexercise of discretion shall he sub ject to Landlord 's statutory responsibility tomake school decisions in the best interests of the students in the MontgomeryCounty Public Schools. However, if such interference cannot reasonably berectified through the cooperation of the parties and if no viable relocation site ca nbe mutually agreed to by the parties, then either party may terminate this Lease bygiving the other p arty thirty (30) - days' prior written notice thereof. In the eventthat Tenan t agrees, in its sole discretion, to accept relocation o f theCommunications Facility to another portion of the Site (the "New Preniises"), thefollowing conditions shall apply:i. the New Premises must, in Tenant's sole and reasonable judgment, besubstantially equivalent in area and appropriateness for Tenant's purposeswith no degradation of signal transmission and/or reception quality;ii. Tenant m ust be able, through the exercise of comm ercially reasonableefforts and the coop eration of L andlord, to obtain any gov ernmentalapprovals for the relocation to and operation of the Communications

Facility from the New Premises;iii. Subject to the requirem ents of Paragraphs 8 (a), 10 (b), l 7 (d) and 17 (e).Landlord and T enant will cooperate in good faith to schedule andeffectuate such relocation at a m utually acceptable time designed tominimize any disruption to both parties' operations, taking into accountthe nature of the equipment to be relocated, the need to modify or obtain

governmental approvals, if any, the need to schedule any new engineeringor construction work and the needs and requirements of the MontgomeryCounty Public Schools and its students:

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iv . Upon relocation of all or a portion of the Communications Facility to theNew Premises, all references in this Lease to the Premises shall bedeemed to refer to the New Premises and Tenant shall, at its expense,prepare drawings accurately depicting the New Premises. which shallreplace the pertinent portions of Exhibit A; and

v. To the extent applicable, Exhibit B shall be revised to incorporate any newnon-xclusive rights-f-ay necessitated by the foregoing relocation.Notwithstanding an>rthing to the contrary contained herein, if Tenant, in itssole discretion, elects not to agree to the relocation of the CommunicationsFacility, Tenant may terminate this Lease upon thirty (30) days' writtennotice to Landlord. In the event that Tenant provides such notice oftermination, Landlord shall have the right, in its sole and absolutediscretion, to withdraw its plans to relocate the Communications Facility,and in such event Tenant's election to terminate shall be deemed null andvoid.

(andlord may, at its expense but without any charge from or cost to Tenant, use aportion of the Tower for mounting and operating additional communicationsequipment of Landlord or other Montgomery County or other governmentalagencies, provided that a structural analysis is performed, at Landlord's sole costand expense, to ensure that the Tower will support the additional equipment.Such additional equipment shall be mounted as agreed upon between Landlordand Tenant and shall not interfere with the operation of Tenant's equipment, orthat of other tenants collocated on the Tower

COMPLIANCE WITH GOVERNMENTAL LAWS AND REQUIREMENTS. Tenantagrees to comply with all applicable governmental laws and regulations. Theadministrative approval for Tenant's Communications Facility is expressed in therecommendation of th e Telecommunications Transmission Facility Coordinating Group(TTFCG), which approval is attached hereto and incorporated herein as Exhibit E.

12. OWNERSHIP, SUBORDINATION AND NON--DISTURBANCE. Landlord covenantsan d warrants that Landlord is seized of fee simple title or of good and sufficient interestto the Parcel and has full authority to enter into and execute this Lease. Landlord furthercovenants that there are no liens, judgments or impediments to title on the Premises otherthan those of record. At Landlord's option. this Lease shall be subordinate to anymortgage or other instrument by which Landlord from t ime to t ime may en cumber all orpart of the Premises or right-of-way: provided, however, that every such mortgage and/orinstrument shall recognize the validity of this Lease in the event of a foreclosure ofLandlord's interest and also Tenant's right to remain in occupancy of the Premises solong as Tenant is not in default of this Lease. Tenant shall execute whatever instrumentsmay reasonably be required to evidence this subordination clause, solely to the extent thatsuch instruments contain language specifically acknowledging the continuing occupancyrights of Ten ant in the event of such foreclosure or other divestiture.

13 .ESTORATION OF THE PREMISES. At the end of the term, whether by passage ofClearwire Site No.7 MD-WS:140714h k ecution Copy 6-07-2010 10


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time or the exercise of any party of any right of termination. Tenant shall surrender thePremises to Landlord in the condition specified in this Paragraph. Tenant shall beentitled to dismantle and remove, at Tenant's sole expens e. the Communications Facility.its support structure. any antennae and all other alterations. additions, fixtures andimprovements made by Tenant to the Premises, less and except any support structure andany lights, antenna. equipment belonging either to the Landlord or any third parties.Such dismantling, and removal shall be coordinated in advance with Landlord and shallhe scheduled and conducted as may be reasonably required by Landlord to avoid anyadverse impact on the use and operation of the Site. After such dismantling and removalis completed. Tenant shall restore the Premises to its condition before the improvementswere made, except for reasonable wear and tear. damage by casualty not caused byTenant. changes by Landlord, and equipment owned by Landlord or any third parties thatLandlord requires to remain.

14.ELECOMMUNICATIONS POLICY. Tenant covenants an d agrees that at all timesduring this Lease it shall comply with the Landlord's Policy on TelecommunicationTransmission Facilities, as amended from time to time and published on Landlord'sofficial website located at http://www.mcps.k12.md.us/departments/policy/ . A copy ofcurrent Board Policy ECN is attached hereto and incorporated herein as Exhibit G.

13.EFAULT. Tenant shall be considered in default of this Lease upon the happening ofany of the following:(a ) A default of ten (10) days in payment of rent from the due date and Tenant'sfailure to cure that default within thirty (30) days after written notice:(b) A breach of any term, covenant or condition of this Lease other than payment ofrent continuing for more than thirty (30) days after Tenant's receipt of writtennotice specifying the failure or neglect or such longer period as may reasonablybe required to correct such failure or neglect with exercise of due diligence, thenat the option of Landlord and upon written notice to Tenant. Tenant's right ofpossession shall thereupon end and Landlord may pursue any legal and/orequitable remedies available to Landlord. If Landlord files an action to enforceany agreement contained in this Lease, or for breach of any covenant or conditionand Landlord prevails in such action, Tenant shall pay Landlord's reasonableattorneys' fees and court costs, all fees to he fixed by the court -

(e)he appointment of a receiver or trustee of Tenant's property, assignment for thebenefit of creditors of all or any of the property of Tenant (subject to Section22(c) hereinbelow), or commencement of any proceedings under any bankruptcyor insolvency law by or against Tenant (subject to the understanding that if suchproceedings are not voluntarily instituted by Tenant, no default will be deemed toexist hereunder unless such proceedings are not stayed by appeal or otherwisewithin sixty (60) days followinu, such institution).

(d)n the event of default by Tenant and its failure to cure the default within thirty(30) days following written notice, Landlord may, at its option. terminate thisLease and reenter the Premises and again have, possess, and enjoy the same asClearwirc Site No.: MD-WS1-107 141EXeCULiOn Copy 6-07-2010


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and of its former estate. In the event of the re-entry and termination for default.the Landlord may, at its option. relet the Premises or any part thereof. for any usewhich it may deem reasonable. but the Landlord shall not be under any obligationto relet the Premises for any purpose other than that specified in this Lease. In theevent of termination for default under this Paragraph 15(d), Tenant shall be liablefor all direct losses and damages (includinv.., but not limited to net unpaid rent andreasonable attorneys' fees) as the Landlord may sustain as a result of Tenant'sdefault.

(e)otwithstanding the foregoing, if Landlord shall fail or neglect to keep andperform its obligations so as to cause a breach of the Landlord's obligations, andsuch failure or neglect is not remedied within thirty (30) days (or such longerperiod as may reasonably be required to correct such failure or neglect withexercise of due diligence) after written noticefrom Tenant specifying such failure or neglect, then Tenant may terminate thisLease and pursue any legal and/or equitable remedies available to Tenant.

16.ICENSES AND PERMITS.(a ) Tenant shall make every effort with due speed and diligence to obtain, at Tenant's

sole expense. all of the certificates, permits and other approvals that may berequired by federal. state or local authorities for Tenant's use of the Premises asset forth in this Lease. Tenant agrees to present evidence at any time during theterm of this Lease or renewals of any extension thereof, that any and all necessarylicenses and permits continue in effect. Such evidence shall be presented withinten (10) days of receipt of the Landlord's request for such evidence.

(b ) In the event any such applications should be finally rejected or any certificate,permit, license or approval issued to Tenant is canceled, expires or lapses, or isotherwise withdrawn or terminated by governmental authority, or soil boring testsare found to be unsatisfactory so that Tenant will be unable to use the Premisesfor the purposes set forth herein, Tenant shall have the right to terminate thisLease by giving Landlord thirty (30) days' prior notification of termination. Allrentals paid prior to said termination date shall be retained by Landlord on a prorata basis. Notwithstanding anything to the contrary contained herein, if Tenantdoes not exercise its right to terminate under this Paragraph 16 (b), Tenant shallremain liable for all of its responsibilities under this Lease, including the paymentof rent, but shall not have the right to conduct any operations hereunder until itprovides documentation reasonably acceptable to Landlord demonstrating that allnecessary certificates, permits, licenses and /or approvals have been issued orreinstated. as applicable under the particular circumstances.

17.ONSTRUCTION BY TENANT. [The parties acknowledge that portions of Paragraph17 may not apply to this particular Lease, especially if Tenant is co-locating itsequipment on an existing pole.](a)enant shall obtain all necessary approvals. including, without limitation, thoserequired by the Federal Aviation Administration (FAA) and the FederalClearwirc Snt No.; MD-\V SH0714,E.xecution Copy 6-07.2010


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Communications Commission (FCC), for construction and operation of theCommunications Facility. After obtaining the necessary permits and approvalstherefor. and after obtaining Landlord's approval of its construction plans, Tenant.at its sole cost and expense, shall perform or cause to be performed all of thefollowing work:i. Replacing the existing light standard with a Monopole with a height up to

one hundred fifty feet (150') above ground level. Tenant will remove thediscarded light standard from the Site and deliver it within MontgomeryCounty where directed by Landlord. Upon completion of the Monopole'sinstallation., title to the Monopole shall rest jointly in the Landlord and theTenant. Notwithstanding the requirements of Paragraph 17 (k), if, not lessthan ninety (90) days prior to the expiration or termination of this Lease.Landlord provides Tenant with written notice that Landlord desires to havethe Monopole remain at the Site subsequent to the expiration or terminationof this Lease, Tenant shall have the right, at its sole option, to: (i) conveyits title interest to the Monopole to Landlord on mutually acceptable terms;or (ii) convey its ownership interest in the monopole to a third party withLandlord's prior approval. in addition, if at Lease expiration ortermination the monopole will no longer serve the telecommunicationspurposes of any carrier on this school site, and if Landlord requires themonopole to continue to support stadium lights for the operation of thepublic school. then Tenant shall, at its sole option, either (i) reduce theheight of the monopole to a height comparable to the other existing stadiumlight poles, or (ii) remove the Monopole and construct, at its sole cost andexpense, a substantially equivalent replacement monopole to be ownedsolely by Landlord following completion of construction.ii . Installing on the Monopole such types and numbers of antennae asmay be appropriate for Tenant's operations in accordance with the terms ofthis Lease, subject to Tenant's compliance with applicable governmentalregulations.iii. Installing landscaping and fencing as shown on Exhibit A.iv . Subject to Landlord's approval thereof as provided herein,performing or causing to be performed all other improvements and workassociated with the work described above that may lawfully be required byMontgom ery County or any o ther governmental body or official havingjurisdiction, as part of or in connection with the work described above.V.enant shall install at its cost stadium lights upon the Monopoleprovided that the Landlord shall pay for and provide to Tenant the stadiumlights to be installed and provided that Landlord shall be responsible forany expense s incurred for the use of such lights, including but not limitedto utility costs. Landlord agrees that Tenan t shall install the stadium lightsso that they operate off the Landlord's existing utility source.vi.enant shall install its antenna and related equipment on theclearwirt Sac No.: MD-WSH07143Execution Copy 6-07.2010


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Monopole in such a manner as to avoid interference or impairment withthe equipment of the Landlord and other collocators. if Tenant decides toinstall its antennas/ equipment on the Monopole at a level below th estadium lights, and if Landlord determines that the effectiveness of thestadium lights is diminished or that the antenna/ equipment location posesa safety or aesthetic concern, Tenant at its expense shall re-adjust itsantenna/ equipment to eliminate the Landlord's concerns_ Re - adjustmentmay entail the re - location of Tenant's antenna/ equipment above thestadium lights or similar measures to the satisfaction of the Landlord.

(b )enant's agreement to perform or cause to be performed all of the work describedabove, all at Tenant's cost and expense, shall be construed broadly to provide forall costs and liabilities of such work, whether or not such costs are anticipated andwithout regard to Tenant's present estimates for the cost of same. so that all ofsuch work is fully and properly performed and paid for by Tenant, and uponcompletion of same the Site, as altered by such work, is as fully functional andsuitable for continued use by Landlord as it was prior to the start of Tenant'swork. Accordingly, the phrase "all work" shall include, without limitation, all ofthe following work actually performed or caused to be performed by Tenant at theSite, and Tenant's promise to pay for such work shall include, without limitation,all of the costs and liabilities associated with the following: all labor andmaterials; design work; legal and professional fees of Tenant's consultants; permitdrawings and materials; construction costs; construction equipment and materialsutilities extension or relocation; provision of protective fencing and other safetymeasures; maintenance; removal of construction related debris from the Site;liability, property and workers' compensation insurance premiums; bond fees:development and construction permits; inspections and approvals; re-sodding ofall disturbed areas not covered with impervious surface; replacement or relocationof landscaping: re-striping of paved areas for traffic control and parking;relocation, replacement or provision of new safety and traffic/directional signage . connection of new sidewalks, drives, parking areas and other facilities toLandlord's existing facilities; and repairs and restoration required as a result ofany damage to the Site caused in the prosecution of the work performed by orcaused to be performed by Tenant under this Lease.

(c )enant shall cause construction of the Communications Facility to be commencedas soon as practicable after receipt of all necessary permits and approvals and tobe completed within a reasonable time thereafter. not to exceed one (I) year fromreceipt of necessary permits. Once its work on the Communications Facility isinitiated, Tenant shall diligently and continuously prosecute such work to finalcompletion (including obtaining all required inspections and approvals) in atimely manner in accordance with a schedule to be agreed upon by Landlord andTenant. Such schedule shall limit construction activities to such days and times asLandlord reasonably may require to avoid any material and adverse impacts onth e use and operation of the Site. Tenant shall keep Landlord fully apprized of itsprogress. and of any events that might impact the construction schedule. IfTenant fails to perform its work in accordance with the schedule approved by

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Landlord, includim.: any Landlord-approved revisions thereto. and if such failurethreatens the safe. proper and timely operations or uses of the Site, then Landlordshall have the right to take all measures as it may deem necessary to avoid orabate any interference with such safe. proper and timely operations or uses.Landlord shall endeavor in good faith to give Tenant prior written notice beforecommencing any such measures and to coordinate with Tenant in determining themeasures that may be necessary, but Landlord reserves the unqualified right totake any and all measures that it may deem necessary to assure the safe. properand timely conduct of other operations or uses of the Site. Tenant shall permitLandlord's designated inspector full escorted access to all of Tenant'sconstruction areas during normal business hours and shall provide such inspectoraccess to all construction plans, drawings and other information reasonablyrequested.

(d ) The Communications Facility shall be constructed by Tenant in a good andworkmanlike manner and in accordance with the plans, drawings andspecifications prepared and provided by Tenant for Landlord's prior review andwritten approval, which approval shall not be unreasonably withheld. conditionedor delayed. Construction and installation of the Communications Facility byTenant shall be in compliance with all applicable rules and regulations including,without limitation, the written specifications and requirements of Landlordpreviously made available to Tenant by Landlord and those of the OccupationalSafety and Health Administration ("OSHA"), the FCC. the FAA, and regulationsof any applicable governmental agency (town, county, state or federal) including,but not limited to the applicable requirements of the local planning and zoningand building, electrical, communications and safety codes of MontgomeryCounty, Maryland. Tenant, at its sole cost and expense, shall secure all necessarypermits and approvals required to permit the Construction and operation of theCommunications Facility. Landlord agrees to cooperate reasonably with Tenantin any necessary applications or submissions required to permit construction andoperation of Tenant's Communications Facility as described herein, provided thatLandlord shall be reimbursed for all expenses incurred in providing suchcooperation within thirty (30) days of incurring the expenses, and providedfurther that obtaining Tenant's permits and approvals shall not result in theimposition of any material restrictions or limitations or adverse impacts on theSite or Landlord's use, operation improvement or redevelopment thereof. All ofTenant's work and facilities shall be installed free of mechanics', materialmen'sand other liens, and claims of any person. Tenant agrees to defend, with counselapproved by Landlord, and to indemnify and save Landlord harmless. from allloss, cost, damage or expense including, without limitation, reasonable attorneys'fees, occasioned by or arising in connection with the work contemplated by thisLease. and shall bond off or discharge any such liens or other claims within thirty(30) days after written notice from Landlord.

(e ) Prior to commencing any activities on the Site pursuant to this Lease, Tenant shallprovide Landlord with evidence satisfactory to Landlord that Tenant and itscontractors and agents who will he working on the Site are covered 17),,r insuranceas required by Paragraph 20 hereof.

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If Landlord perm its a third party to place its antennas on the Tow er, Landlordshall, unless otherwise agreed between Tenant and such third party, require suchthird party to remit (in addition to any rent to wh ich Tenant is entitled to receivefrom such third party pursuant to Paragraph 2 2 (e)) to Tenant its pro rata share(based on the numb er of users or antennae which the Tow er will support, asjointly determined by Land lord and Tenan t) of the construction costs, and/orlicensing fee and remit such sums to Tenant. Notwithstanding the foregoing, inno event shall Landlord have any liability to Tenan t under this paragraph., andLandlord's failure to cause such sums to be rem itted to Tenant shall not constitutea default hereunder, provided, however, that nothing in this Agreem ent and/or inany agreeme nt between Land lord and such third party shall be construed torestrict any legal and/or equitable right or remedy o f Tenant if such sums are notremitted to Tenant by suc h third party, including, without limitation, Tenant'sright to terminate any agreement it has entered pursuant to w hich such third parryis permitted to place its antennae on the Tower.

(g ) Tenant's antennas shall operate only in the frequency range approved by thefederal agencies. If Tenant wishes to use a frequency o r frequencies other thanthe approved frequency, Tenant shall request Landlord's perm ission in writingprior to receiving a frequency change from the FC C or other governm ental agencyauthorized to establish frequencies. Landlord may grant or withhold suchpermission in its sole but reasonable discretion. Without limiting the generality ofthe foregoing, it shall be reasonable for Landlord to (a) withhold con sent if otherantennas on the Site (whether or not owned by L andlord) are operating in therange requested by Tenant., (b) withhold consent if L andlord believes that itspolicy requiring co-location of transmitting antennas w ould not be served bypermitting Tenant to expand its frequencies, and/or (c) condition its consent onthe payment of additional rent. Nothing in this Lease shall be construed to limitLandlord's right to grant other parties the right to construct, operate or modifyTowers, equipment platforms or antennas on the Site (including the Tower, itbeing understood that such other parties would have n o right to modify Tenant'sTow er); provided, however, that such construction, operation or modificationdoes not interfere with the operation of Tenant's equipment platforms, antennas orthe Com munications Facility.

(h) Tenant acknow ledges that Landlord requires co-location of antennas located onthe Site to the extent permitted by engineering and aesthetic limitations. Tenantagrees to design and construct the Monopole to accom moda te at least twoadditional users and/or antennae.

(i) Tenant shall, upon Landlord's request, fence and buffer the Premises or anyportion thereof. If the Com munications Facility is to be constructed near anyexisting structure or structures on the Site, Tenant shall (a) construct theCom mun ications Facility so that it does no t affect the structural integrity of theexisting structure or structures and (b) provide Landlord, at its request, with areport prepared by an independen t third party professional engineer confirmingthe structural integrity of the existing structure or structures following the

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construction of the Communications Facility.Tenant shall restore in com pliance with the Federal A mericans with D isabilitiesAct (AD A) (and any state or local law counterpart) any of Landlord's facilitiesphysically altered by Tenant's work, only if the altered facilities previouslycomplied with the ADA.

Tenant shall not make further additions or improvements to the CommunicationsFacility or the Premises without first obtaining Landlord's written consent, whichconsent shall not be withheld, conditioned or delayed unreasonably.

U )enant shall install any electrical, radio, electromagnetic or other types ofprotectors deemed required by the Landlord or its consultant(s) to protect theLandlord's property and equipment from interference, damage or adverse impactcaused by Tenant's use of the Premises.( k )pon termination of the Lease, Tenant shall remove its equipment and restore thePremises to their former condition, except for reasonable wear and tear anddamage by casualty not caused by Tenant.( 1 )s long as the Communications Facility and equipment continue to serve ascollateral of a third party financing entity, Landlord waives any lien rights it mayhave concerning Tenant's Communications Facility which is deemed Tenant'spersonal property and not fixtures, and, as long as the Com munications F acility an dequipment continue to serve as collateral of a third party financing entity. Tenanthas the right to remove the same at any time without Landlords consent. In theevent that the Communications Facility or any of its associated equipment ceases tobe subject to a security interest, Tenant shall provide Landlord with written noticethereof within thirty (30) days thereafter.(m ) Landlord acknowledges that Tenant has entered into a financing arrangement

including promissory notes and financial and security agreements for thefinancing of the Comm unications Facility (the "Collateral") with a third partyfinancing entity (and may in the future enter into additional financingarrangements with other financing entities). In connection therewith, Landlord (i)consents to the installation of the Collateral; (ii) disclaims any interest in theCollateral, as fixtures or otherwise; and (iii) agrees that the Collateral shall beexempt from execution, foreclosure, sale, levy. attachment, or distress for anyRent due or to become due and that such Collateral may be removed at any timewithout recourse to legal proceedings as long as the Communications Facility andEquipment continue to serve as collateral of a third-party financing entity.

(n) Notwithstanding anything to the contrary contained in this Lease, Tenant shallhave the option. in its sole discretion, to convey title to the Monopole to Landlord.subject to all other applicable terms and conditions of this Lease. In the event thatTenant exercises the foregoing option, by written notice to Landlord as providedin this Lease, the terms of Paragraphs 17 (1) and l'7(m) shall be deemed not toapply to the Monopole itself, but shall be deemed to apply only to the antennae,

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customers. clients or guests, in and on the Premises shall be and remain at the solerisk of the Tenant, and Landlord shall not be liable to them for any damage to. orloss of such personal property arising from any act of God or any personS, norfrom any other reason, unless such damage or loss is caused by the negligence orwillful act or failure to act on the part of the Landlord, its board members, staff,officers, employees, agents or volunteers, nor shall the Landlord be liable for theinterruption or loss to Tenant's business arising from any of the above describedacts or causes, unless such damage, interruption or loss is caused by thenegligence or willful act or failure to act on the part of the Landlord, its boardmembers, staff, officers, employees, agents or volunteers. The Landlord shall notbe liable for any personal injury to the Tenant, its employees, agents, businessinvitees, licensees, customers, clients or guests arising from the use. occupancyand condition of the Premises unless such injury is caused by the negligence orwillful act or failure to act on the part of the Landlord, its board members, staff,officers, employees, agents or volunteers.

(b )uring the term, Tenant will maintain a policy of commercial general liabilityinsurance insuring the Landlord and Tenant against liability arising out of the use,operation or maintenance of the Premises and the installation, repair,maintenance, operation, replacement and removal of the CommunicationsFacility. The insurance will be maintained for personal injury and propertydamage liability, adequate to protect Landlord against liability for injury or deathof any person in connection with the use, operation and condition of the Premises.and to insure the performance of Tenant's indemnity set forth in Paragraph 19, inan amount not less than THREE MILLION DOLLARS ($3,000,000.00) peroccurrence/aggregate. During the term, Tenant shall also maintain workers'compensation, employers' liability insurance, and automobile liability insurance.(i ) Worker's Compensation Insurance - Meeting all requirements ofMaryland law:

Bodily injury by accident: 5100,000 each accidentBodily injury by disease: $100,000 policy limitsBodily injury by disease: $100,000 each employee(ii) Minimum Automobile Liability:

Bodily injury: $500,000 each personi$1,000,000 each occurrence.Property D amage: $500.000 each occurrence, including owned, hired, andnon-owned automob iles(c )nsurance carried by Tenant will be with companies reasonably acceptable to the

Landlord. The Tenant will deliver to the Director, Department of FacilitiesManagement, Montgomery County Public Schools, certificates evidencing theexistence and amounts of the insurance. No policy shall be cancelable or subjectto reduction of coverage or other modification except after thirty (30) days" priorwritten notice to the Landlord. Tenant shall, as soon as practicable followingrenewal or replacement of such policies (but in no event more than thirty (30)

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days thereafter), furnish Landlord with renewals or "binders" for replacementpolicies, or other assurances that the insurance coyerage has been renewed.Notwithstanding anything to the contrary contained in this Lease, the failure ofTenant to maintain the insurance required under Paragraph 20 shall constitute anevent of default requiring cure by Tenant pursuant to Paragraph 15 (b). and thecoverage requirements under Paragraph 20 (b) shall not he deemed to limitTenant's liability under this Lease.

(d )f Tenant desires to self-insure, Tenant shall submit a request to Landlord to hepermitted to self-insure. Such request shall be accompanied by financialstatements of Tenant audited by an independent, third party certified publicaccountant, and shall contain all relevant information regarding Tenant's self-insurance plan_ Tenant shall provide Landlord with such further or additionalinformation as Landlord deems necessary in deciding whether to permit Tenant toself-insure. Landlord's decision whether to permit Tenant to self-insure shall bemade in Landlord's sole and absolute discretion, shall be in writing, and shall beeffective for a twelve (1 2) month period from the date of Landlord's approval ofTenant's self-insurance request, subject to the following provision. If Landlordpermits Tenant to self-insure then (I) Tenant shall provide Landlord annuallywith updated financial statements, prepared as set forth above, for Landlord'sreview and approval, and (ii) immediately notify Landlord of any act oroccurrence which might materially reduce Tenant's net worth or financialcondition, or impair Tenant's self-insurance program.Tenant will not do anything or permit anything to be done or any hazardouscondition to exist ("Increased Risk") which would invalidate or cause thecancellation of the insurance policies carried by Tenant. In the event that anysuch Increased Risk arises, Tenant shall promptly remedy the condition causingsuch Increased Risk in accordance with the procedures set forth in Paragraph 7 ofthis Lease.The Landlord shall be named as an "additional insured" on Tenant's liabilitypolicies.The coverage amounts set forth may be met by a combination of underlying andumbrella policies. so long as in combination the limits equal or exceed thosestated.

1AZARDOUS MATERIALS .(a)enant shall not cause or permit any hazardous or toxic wastes, substances or

materials (collectively, "Hazardous Materials") to be used. generated, stored ordisposed of on, under or about, or transported to or from, the Premises(collectively "Hazardous Materials Activities") without first receiving Landlord'swritten consent_ which may be withheld for any reason whatsoever and whichmay be revoked at any time, and then only in compliance (which shall be atTenant's sole cost and expense) with all applicable legal requirements and usingal l necessary and appropriate precautions. Tenant shall indemnify, defend with

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counsel reasonably acceptable to Landlord and hold Landlord harmless from andagainst any claims, damages, costs and liabilities. including court costs and legalfees. arising out of Tenant's Hazardous Materials Activities on. under or about thePremises, regardless of whether or not Landlord has approved Tenant'sHazardous Materials Activities. For the purposes of this Lease. HazardousMaterials shall include but not be limited to oil. radioactive materials. PCBs, andsubstances defined as "hazardous substances" or "toxic substances" in theComprehensive Environmental Response, Compensation and Liability Act of1980. as amended. 42 U.S.C. Sec. 9601 et seq.: Hazardous MaterialsTransportation Act, 49 U.S.C. Sec. 1801 et seq.: and Resources Conservation andRecovery Act, 42 U.S.C. Sec. 6901 et seq., and those substances defined as"hazardous wastes" in the regulations adopted and publications promulgatedpursuant to said laws. Subject to the foregoing provisions of this Paragraph.Tenant shall, prior to the Commencement Date, submit to Landlord forLandlord's review and approval, a list of Hazardous Materials Activities.including types and quantities, which list to the extent approved by Landlord shallbe attached hereto as Exhibit C. Prior to conducting any other HazardousMaterials Activities. Tenant shall update such list as necessary for continuedaccuracy. If Tenant's activities violate or create a risk of violation of any legalrequirements, such activities shall cease immediately upon written notice fromLandlord. Landlord. Landlord's representatives and employees may enter thePremises upon prior notice to Tenant at any reasonable time during the term toinspect Tenant's compliance herewith., and, if required under applicable law, maydisclose any violation of legal requirements to any governmental agency withjurisdiction.he Landlord represents that: (i) it has not. and, to the best of itsknowledge, and except for ordinary herbicides and pesticides used in normal lawnmaintenance, it has not allowed or permitted any Hazardous Materials to be used,generated, stored. or disposed on. under or about or transported to or from theParcel in violation of any applicable law or regulation; and (ii) it will not, nor willit permit any third parry to use. generate, store or dispose on, under or about, ortransport to or from the Parcel any Hazardous Materials in violation of anyapplicable law or regulation.

(I))andlord acknowledges that Tenant's equipment shelter shall contain batteries forback-up power and that, provided Tenant's use of same is in compliance with thisprovision, the presence of such batteries does not violate this provision if suchbatteries comply with all laws, regulations and ordinances relating to HazardousMaterials.(c)enant will immediately notify Landlord and provide copies upon receipt of allwritten complaints. claims, citations. demands. inquiries, reports, or noticesrelating to the condition of the Premises or compliance with environmental laws.Tenant shall promptly cure and, if feasible under the applicable circumstances.have dismissed with prejudice any of those actions and proceedings to thereasonable satisfaction of Landlord. Tenant will keep the Premises free of anylien imposed pursuant to any environmental laws. Tenant shall have the right.from time to time, to submit written inquiries to Landlord with respect to theexistence of any written complaints. claims. citations, demands. inquiries, reports,

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or notices relating to the condition of the Site or compliance with environmentallaws. Landlord shall respond to any such written, inquiries within fifteen (15)business days after receipt thereof by Landlord. In the event that any such writtencomplaints, claims, citations, demands, inquiries, reports, or notices do in factexist, Landlord also shall advise Tenant as to the current status of Landlord'sefforts to comply therewith. If Tenant determines that Landlord has not promptlycured the conditions leading to the issuance of any such complaints, claims,citations, demands, inquiries, reports or notices, Tenant shall have the right toterminate this Lease on thirty (30) days' written notice to Landlord.

(d ) Landlord shall have the right at all reasonable times and from time to time toconduct environmental audits of the Premises. and Tenant shall cooperate in theconduct of those audits. The audits will be conducted by a consultant ofLandlord's choosing, and if any Hazardous Materials generated. stored,transported or released by Tenant are detected that are not in compliance withlocal, state or federal laws and regulations or if a violation of any of therepresentations or covenants in Paragraph 21 is discovered. the fees and expensesof such consultant will be borne by Tenant.

(e ) If Tenant fails to comply with any of the foregoing representations and covenants,Landlord may cause the removal (or other cleanup acceptable to Landlord) of anyHazardous Materials from the Premises. The reasonable costs of removingHazardous Materials and any other cleanup (including transportation and storagecosts) shall be reimbursed by Tenant within thirty (30) days after Landlord'spresentation of invoices therefor. Tenant v ill give Landlord access to thePremises to remove or otherwise clean up any Hazardous Materials. Landlord,however, has no affirmative obligation to remove or otherwise clean up anyHazardous Materials, and this Lease will not be construed as creating, any suchobligation.

ASSIGNMENT.(a)enant may not assign this Lease or sublease the Premises without the writtenconsent of the Landlord. Notwithstanding the previous sentence, Tenant mayassign this Lease or sublease the entire Premises, (not a portion)withoutLandlord's consent, to Tenant's principal, affiliates or subsidiaries of Tenant or ofTenant's principal, or to any corporation, partnership or other entity which (i) isdirectly controlled by. directly controlling or under common control with Tenant:(ii) shall merge or consolidate with or into Tenant; or (iii) shall succeed to all orsubstantially all the assets, property and business of Tenant. In the permitted

assignment, a related entity steps into the shoes of the Tenant and there is noenlargement or intensification of the use granted by this Lease. In the case of suchpermitted assignment or sublease, Tenant shall within thirty (30) days provide toLandlord (a) the name and address of the assignee, and (b) a document executedby the assignee by which it acknowledges the assignment and assumption of all ofTenant's obligations hereunder and (c) an affirmation that the assignee isassuming control over the same leased premises leased to Tenant. If the

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assignment or sublease enlarges Tenant's use on the Monopole or in the groundspace, Landlord in its sole discretion, may treat the assignment as a separateundertaking and require a separate lease by the related entity.. In all other instances. Tenant may only assign or sublease its rights andobligations upon Landlord's written consent. A condition precedent to each andevery assignment or sublease shall be (i) that no default exists under this Lease asof the date of such assignment or sublease ., (ii) certification by such assignee thatit is in compliance with all applicable licensing requirements, including those ofthe FCC and other applicable agencies; and (iii) except in the event of a transferpermitted pursuant to the second sentence of this paragraph (a), Landlord shall beentitled to all rentals in excess of the rental hereunder arising from any suchsublease.

(b ) For any assignment or sublease requiring the consent of the Landlord. Tenantwill, prior to entering into such assignment or sublease, submit in writing toLandlord (i) the name and address of the proposed assignee or subtenant. (ii) thebusiness terms of the proposed assignment or sublease, (iii) reasonablysatisfactory information as to the nature and character of the business of theproposed assignee, as to the nature of its proposed use of the Premises, (iv)banking, financial, or other credit information reasonably sufficient to enableLandlord to determine the financial responsibility and character of the proposedassignee or subtenant, and (v) the proposed form of assignment or sublease forLandlord's approval.

(c ) Notwithstanding anything to the contrary contained in this Lease and after priorwritten notice to the Landlord, Tenant may assign, mortgage, pledge, hypothecateor otherwise transfer without consent its interest in this Lease to any financingentity, or agent on behalf of any financing entity to whom Tenant (i) hasobligations for borrowed money or in respect of guaranties thereof, (ii) hasobligations evidenced by bonds, debentures. notes or similar instruments, or (iii)has obligations under or with respect to letters of credit, bankers acceptances an dsimilar facilities or in respect of guaranties thereof.

(d ) Except for any assignment or sublease permitted by this Paragraph 22, Tenantshall not grant to or permit any third party to exercise any rights to install, operateor maintain communications or other equipment on the Tower or the Premiseswithout Landlords prior written approval, which approval may he given.withheld or conditioned on such terms as Landlord may require in its sole andsubjective discretion.

(e ) If Tenant owns the Monopole, Tenant shall be allowed to license space on theMonopole structure to other telecommunication providers who have receivedpermission from Landlord to collocate their equipment and Tenant shall beentitled to all rents associated with such collocation. Tenant may not enter into alicense agreement for the use of Monopole space unless the prospective licenseehas obtained necessary approvals from the Landlord and the Montgomery CountyPlanning Board. The parties agree that any licensee obtaining the necessary

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approvals for collocation shall negotiate a separate agreement with the Tenant forMonopole space and a separate agreement with the Landlord for a separate parcelof ground space.

1 3 .NSPECTIONS. Tenant shall allow Landlord or its agents access for the purpose ofinspecting the Premises, and upon prior notification to Tenant, to enter the Premises orany part thereof at any reasonable time in a manner so as not to interfere with Tenant'suse of the Site. Landlord shall be accompanied by a representative of Tenant. Inaddition, without notice in the event of an em ergency , Landlord shall be entitled to enterthe Premises or any part thereof in order to prevent injury to persons or property. Tenantshall at all times provide the Landlord copies of all keys needed to unlock all of the gatesand locks to the fences in the Premises.QUIET ENJOYMENT. Tenant shall be entitled to use and occupy the Premises duringthe Term hereof for the purposes herein permitted and subject to the terms and conditionsherein contained, without molestation or interference by Landlord.

25. DAMAGE AND DESTRUCTION.

(a ) If the Premises or the Communications Facility are damaged or destroyed byreason of fire or any other cause, or if damage to the Premises or theCommunications Facility causes damage to portions of the Site or other propertyof Landlord. Tenant will immediately notify Landlord, and Tenant may, withinthirty (30) days after such damage, give written notice of its election to terminatethis Lease and, subject to the further provisions of this Paragraph 25, this Leasewill cease on the tenth (l Oth) day after the delivery of that notice. Monthly rentwill be apportioned and paid to the time of termination. If this Lease is soterminated, Tenant will have no obligation to repair or rebuild theCommunications Facility, but shall comply with all provisions relating torestoration of the Premises and/or the Site, as set forth in Paragraphs 9, 13 and I 7(j). if such damage or destruction is caused by the negligence or willfulmisconduct of Tenant, its board members, staff, officers, agents, servants.employees, volunteers, customers, business invitees or guests. This Paragraph 25shall not affect Tenant's obligations under Paragraphs 19 , 20 and 21 of this Lease.

(b ) if Tenant chooses to rebuild the Communications Facility rather than exercisingits termination rights under Paragraph 25 (a), monthly rent and additional rent willnot abate pending the repairs or rebuilding if such damage or destruction is causedby the negligence or willful misconduct of T enant, its board m embers, staff,officers, agents, servants. employees. volunteers. customers, business invitees orzuests.

(c ) Landlord shall have no responsibility to Tenant or any collocating tenants fordamage or destruction of the Tower or any other collocation equipment which isdamaged or destroyed by fire or other casualty, unless such damage or destructionis caused by the negligence or willful actions of Landlord, its board mem bers,staff, officers, agents, servants, employees or volunteers.

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CONDEMNATION. If all or any part of the Premises is taken by eminent domain orsale in lieu thereof, and if said taking or sale renders the ?rem ises unusable for itsintended purpose hereunder, then. at Landlord's or Tenant's option. this Lease may beterminated and there will be no further paym ent of rents except that which may h ave beendue and payable at the time o f said taking or sale. In the event of a partial taking or saleand Tenant, subject to mutual agreem ent with Landlord, wishes to m aintain its operation,Tenant may continue to use and occupy the Premises and Landlord shall reduce the rentalon the Premises by an amo unt proportionate to the part of the Premises taken by eminentdomain sale o r other such legal action. and prov ided Tenant, at its sole cost, restores somuch o f the Premises as remains to a cond ition substantially suitable for the purposes forwhich it was used im mediately before the taking. Upon the co mpletion of restoration,Landlord shall pay Tena nt the lesser of the net award made to L andlord on account of thetaking (after deducting from the total award attorneys', appraisers', and other costsincurred in connection with obtaining the award), or Tenan t's actual out-of-pocket cost ofrestoring the Premises, and Landlord shall keep the balance of the net award received inconnection with any taking subject to this paragraph.BINDING EFFECT. This Lease shall bind and inu re to the benefit of the parties heretoand their respective successors and permitted assigns.RECORDATION. Either party may record this Lease or a Memorandum of LeaseAgreement in the form annexed hereto as Exhibit H in the county land records, but suchrecording shall be at the sole expense of the requesting party and shall not burden theother party.

'9.OTICES. All notices, payments, demands and r equests hereunder shall be in writingand shall be deemed to have been properly given when m ailed by United States FirstClass, Registered or Certified Mail, postage prepaid. or by reliable overnight courier, andaddressed to the L andlord as follows:

Board of Education of Montgomery C ounty850 Hu ngerford DriveRockville, M aryland 20850Attn: Director of Facilities Management

with a copy, w hich will not constitute notice to:Carney, Kelehan, Breslet, Bennett and Scherr, LLP10715 C harter DriveColumbia, MD 21044Attn: Michael S. M olinaro, Esq.

and to Tenant as follows:Ann: Site Leasing4400 Carillon PointKirkland, WA 98033

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By:TEW RTMARKET MA \NAGER7)c))/(-)Title:Date:

FN WITNESS WHEREOF. the parties have caused this Lease to be signed by their authorizedrepresentatives.

WITNESS:OR: BOARD OF EDUCATION OFMONTGOMERY COUNTY

Bv:Ed. D.

Title: Superithe dent of SchoolsDate:

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Notary Public_'

e t v -

STATE OF MARYLAND. COUNTY OF m o to wit:I HEREBY CERTIFY that on this 4 , 2 4 1 1 ,clay of , ,0] 0 before me.the subscriber. a Notary Public in and for the State aforesaid. pers nally appeared DR. JERRY

D. WEAST, as representative for Montgomery County Public Schools, who made. oath in dueform of law. under the penalties of perjury. that the matters and facts s e t forth in the foregoingdocument are true and correct to the best of his/her personal knowledge, information and belief.and that heishe freely and voluntarily executed this document for the purposes therein contained.

AS WITNESS: my hand and Notarial Seal.

Notary Public

My Corninission Expires:STATE OF MARYLAND, COUNTY OFOcifiltcorrieri , to wit:

I HEREBY CERTIFY that on this iday of'010. before me,the subscriber, a Notary Public in and for the State afores ... . personally. who acknowledged under oath that he is the

for CYctif' and that he is duly authorized toon behalf of (P/,q;ej 727(i i l(c _ cappeared

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AS WITNESS: my h a nd and N otarial Seal.

My Commission Expires: 9 --/6, - .7fW

(learwire Site No.: NID-WSH07148Execution Copy 6-07-2010


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EXHIBIT B(Map Shoeing Non-Exclusive Right-of-Way and Easements)

To Be Provided If Necessary.

Ciearwire Site No.: MD-WS1-107140Execution Copy 6-07-20 1 0


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EXHIBIT CHAZARDOUS MATERIALS ACTIVITIES - TENANT

Batteries, Battery Gel, Petroleum

Cleamne Site No.: MD-WSH071 41Execution Copy 6-U7.2010


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EXHIBIT DS C H O O L H O U R S

(7:00 a.m. to 7:00 p.m.. Monday through Friday)

C O M M U N I T Y U S EFor permission to enter the Premises after school and on weekends. the Tenant shall

contact the County Office of Community Use of Public Facilities [(240-777-2706] regardingtheir schedule of activities_

Clearwire Site No.. MD-WSH0714Execution Copy 6-O7-2010


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EXHIBIT E

RECOMMENDATION OF TELECOMMUNICATIONS TRANSMISSIONFACILITY COORDINATING GROUP (TTFCG)

('icarwire Site No.: MD-WSH07143Execution Copy 6-07-2010


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DEPARTMENT OF 'TECHNOLOGY SERVICES

Isiah LeggettSteven Emanuel('runty Evvciiti ehio tuformorinn Of firerMEMORANDUMOctober 8. 2009

TO :istributionFROM:argie Williams, Tower ChairpersonTransmission Facility Coordinating Group (TFCG)SUBJECT: TFCG Notice of Action for the October 7. 2009 MeetingAt its meeting. of October 7, 2009, the Montgomery County TFCG voted to recommend thefollowing applications:

1. Verizon Wireless application to replace nine panel antennas with 15 panel antennas at the98' level atop the 83' high Potomac Water Filtration Plant located at 12200 River Road inPotomac (Application #200804-10).Clearwire application to attach dish antennas at the 150' level of the 16-story ClassicResidence building located at 8100 Connecticut Avenue in Chevy Chase (Application#200907-19).

3. Clearwire application to attach two dish antennas at the 73' level atop the Phillips OfficeBuilding located at 9420 Key West Avenue in Rockville (Application #200907-20).

4. Clearwire application to attach two dish antennas at the 108' level on the penthouse of theColumbia Towers building located at 12001 Old Columbia Pike in Silver Spring(Application #200907 - 31 ).

5. Cleanvire application to attach one dish antenna at the 175' level of the 161' Promenadeapartment building located at 5225 Pooks Hill Road in Bethesda (Application #200907-36).

6. Clearwire application to attach three dish antennas at approximately the 1 1 1'. 1 14'. and117' levels of a 117' monopole on Leaman property located at 13820 Clopper Road inBoyds (Application #200908-06).Clearwire application to attach three dish antennas at the 58' level atop the 54' Meadowsbuilding located at 12501 Prosperity Drive in Silver Spring (Application #200908-10).

Office of Cable and Communication Services100 \tare land Avenue. Suite 250. Rockville. Mart land 20850

240-773-220 (CATV) FAX 240-777-3770


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Notice of ActionOctober 7, 2009 TFCG MeetingPage 2 of 4

8. Clear - wire application to attach three dish antennas at the 52' level atop the 45' CrossroadsBuilding property located at 7676 New Hampshire Avenue in Takoma Park (Application#200908-11).Clearwire application to attach two dish antennas at the 125' level of a 120' monopole onMDOT/SHA property located at 1-270 & Montrose Road in Rockville (Application#200908-47).

10.Cricket application to attach three panel antennas at the 110' level on a proposed 10'extension atop a 100' monopole on Extra Space Storage property located at 19500Frederick Road in Germantown (Application #200908-51).

11.Cricket application to attach three antennas at the 170' level of a 200' monopole onDamascus VFD #13 property located at 10211 Lewis Drive in Damascus (Application#200909-01).

12.Cricket application to attach three antennas at the 108' level of a 125' PEPCOtransmission line tower #59-S located at 17125 Germantown Road in Germantown(Application #200910-02).

1 3 . Cricket application to attach three antennas at the 100' level on the 127' WSSC Brinkwater tank located at 21701 Ridge Road in Germantown (Application #200910-04).14 . Clearwire application to attach three dish antennas at the 1 19' and 121' levels of a 1 16'

building located at 962 Wayne Avenue in Silver Spring (Application #200910-10).15.Clearwire application to attach three panel antennas at the 68' level and two dish antennas

at the 73 1 levels of the 98' monopole on Wheaton High School property located at 12501Dalewood Drive in Silver Spring (Application #200910-12).

16.Clearwire application to attach three antennas at the 75' and two dish antennas at the 80'level of a 99' monopole on Springbrook High School property located at 201 ValleyBrook Drive in Silver Spring (Application #200910-13).

Condition: On approval by the Board of Appeals of a Special Exception and for the siteaccommodating equipment for less than three carriers pursuant to 59-G-2.58, and onapproval of an amendment to the Development Plait by the County Council.

17.T-Mobile application to construct a new 95' high monopole on Northlake Apartmentsproperty located at 14001 Grey Eagle Court in Germantown (Application #200902-03).


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Notice of ActionOctober 7. 2009 TFCG MeetingPage 3 of 4Condition: If interference 1th County public safety radio service arises, Clearwire mustrespond to problems within 24-hours to correct or, if no resolution can be found within oneweek for the date of notice by the County, Clew -wire must terminate service.

18.Clearwire application to attach three dish antennas at the 187' level of the 178' BerkshireTowers (The Enclave) apartment building located at 11235 Oak Leaf Drive in SilverSpring (Application #200907-28).

Condition: Applicant to provide a structural analysis to DPS, with a copy to the TowerCoordinator, which confirms that this structure can safely accommodate attachment of theseantennas and related equipment and cabling.

19 . Clearwire application to attach three dish antennas at the 185' level of the 190' monopolelocated at 16801 Oakrnont Avenue in Gaithersburg (Application #200907-32).

Condition: On meeting screening requirements of .59A-6.1.1 of the zoning code.20 . Clearwire application to attach three panel antennas at the 145' and one dish antenna at

the 149' level of a 149' PEPCO transmission line tower #689-E located at 17336Evangeline Lane in Olney (Application #200908-14).

Condition: On meeting screening requirements of 59A-.14 of the zoning code.21 . Clearwire application to attach one dish antenna at the 135' and three panel antennas atthe 139' level of a 139' PEPCO transmission line tower #620-N located at 12457

Falconbridge Road in North Potomac (Application #200908-15).Condition: Applicant to provide a structural analysis to DPS, with a copy to the TowerCoordinator, which includes the existing Cricket (TFCG Application #20090-06) and proposedClearwire antennas and any modifications that have been or 'cal be made to the monopole tosafely accommodate attachment of these antennas and related equipment and cabling.

22. Clearwire application to attach three dish antennas at the 87' level of a 140' monopole onSeneca Ayr Farm property located at 13100 West Old Baltimore Road in Boyds(Application #200908-38).

Condition: On approval by the Board of Appeals of a Special Exception and a smallerequipment area for equipment than required pursuant to 59-G-2.58.

23 . T-Mobile application to construct a new 120' monopole on the Milton property located at18420 White's Ferry Road in Poolesville (Application #200908-45).

Condition: Applicant to provide a structural analysis to DPS. with a copy to the TowerCoordinator, which confirms that this structure can safely accommodate attachment of theseantennas and related equipment and cabling.

24 . Clearwire application to attach a total of five dish antennas at the 93' and 96' levels of a190' monopole on Gate of Heaven property located at 13801 Georgia Avenue in SilverSpring (Application #200909-02).


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Notice of ActionOctober 7, 2009 TFCG MeetingPage 4 of 4Condition: Applicant to provide a structural analysis to IMPS. tith a copy to the TowerCoordinator, which confirms that this structure can safely accommodate attachment of theseantennas and related equipment and cabling.

25. Clearwire application to attach five dish antennas at the 144' level of a 150' monopole onColesville Center property located at 49 Randolph Road in Colesville (Application#200909- 13 ).

Condition: On meeting screening requirements of 59A-6.14 of the zoning code.26. Clearwire application to attach three panel antennas at the 128' level and one dish antenna

at the 124' level of a PEPCO transmission line tower #640-S located at Glen Mill Road &White Clover Terrace in Potomac (Application #200910-06).

Mc-lower ,Notice of Action J>09 Notices'2009_Cid 7_actionnotice.docx


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EXHIBIT FSITE:chool

RIGHT OF ENTRY AGREEMENTThis Agreement made thisday of2010, by andbetween Montgomery County Public Schools (hereinafter the "Grantor"). 850 Hungerford Drive.Rockville, Maryland 20850, and Clear Wireless LLC, a Nevada limited liability company("Grantee"). WITNESSETH:That the Grantor has entered into a lease with Clear Wireless LLC, a Nevada limited

liability company as Tenant has the right to use a section of Grantor's property to construct amonopole on the Grantor's property known as Wheaton High Site located at 12501-A DalewoodDrive, Silver Spring, MD 20906 (the "Property").

That in consideration of mutual benefits accruing to all parties, Grantor does herebygrant to Grantee, its servants or employees, the temporary right to enter onto a portion of theProperty, for the purpose of traversing a portion of the school site to conduct and perform, withthe prior approval of Grantor and Tenant, some or all of the following activities: surveys,geotechnical soil borings and analyses, environmental assessments, radio propagation studies andsuch other tests and inspections of the property as G rantee may deem necessary or advisable.The area of this Right of Entry is m ore particularly as shown highlighted on the draw ing labeledExhibit B attached to the Lease Aueement for Telecommunications between Grantor andGrantee.

This Right of Entry Agreement shall commence on2010, andterminate sixty (60) days later. Grantee shall not conduct its activities during regular scho ol

Clrarwire Sitr No.: MD-WS1-107144Execution Copy 6-07-201()


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hours, as provided in the Lease Agreement. In accordance with the following special conditionsduring the term of this agreement. Grantee hereby agrees to:

1. Contact at least five (5) business days in advance. the Tenant with a lease over the

major portion of the Property. Grantee shall inform the Tenant of the nature and extent ofactivities on the Property by Grantee, its employees. subcontractors and agents and obtain itspermission to enter upon the Property in accordance with any restrictions established by Tenant.

2. Perform all work within the limits of the defined area in accordance with the localgovernment specifications. includin

wheaton high school aug 122010

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