Cell Tower Lease_Smoke Rise Elementary

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SITE LEASE(Cell Tower Located at Smoke Rise Elementary School)

THIS SITE LEASE (this "Lease") is by and between the DeKalb County School District, actingby and through the Board of Education of DeKalb County, Georgia ("Landlord") and T-Mobile SouthLLC, a Delaware limited liability company ("Tenant") ..

1. Premises and Easements.(a) Landlord hereby leases to Tenant the property (the "Premises"), described as Premises in

the attached Exhibit A, which Premises are located on Landlord's property having anaddress of 1999 Silver Hill Rd., Stone Mountain, DeKalb County, Georgia 30087, moreparticularly described as the Property in the attached Exhibit B, (collectively, the"Property"), on the terms and conditions set forth herein together with a non-exclusiveeasement for pedestrian and vehicular ingress and egress to and from the Premises(which easement shall be subject to Landlord's relocation rights described in Sectionl(b) hereof) and a non-exclusive easement for the installation and maintenance ofutilities, cables and conduits over, 'under and across the Property to and from thePremises in the location or locations more particularly described in Exhibit A attachedhereto. The easement rights granted herein (the "Easements") shall expire on the datewhich is the sixtieth (60th) day after the date on which this Lease expires or soonerterminates.

(b) Landlord reserves the right from time to time during th~ Initial Term and allY RenewalTerm to relocate Tenant's easement for ingress and egress to and from the Premises,subject, however, to each of the following:(i) Landlord shall provide Tenant at least ninety (90) days' prior written notice of

such relocation;(ii)

(iii)(iv)

Tenant shall maintain the right of continuous and effective access to and fromthe Premises in accordance with Section l(a) hereof during the period of suchre-location;The costs, if any, for re-locating the easement shall be borne by Landlord; andLandlord and Tenant shall cooperate with the other to execute and deliver arecordable Memorandum of Amendment of Lease confirming such relocatedeasement area.

2. Consideration. Upon the full execution of this Lease by the parties hereto, Tenant shallpay to Landlord as a contract consideration fee, the amount of two thousand dollars ($2,000.00), which isnon-refundable in all events and which shall not apply as Rent.

3. Due Diligence Period.a. From the Effective Date through and including the date which is six (6) months after the

Effective Date (the "Due Diligence Period"), Tenant shall have a right of access to theProperty to perform any surveys, soil tests, and other. engineering procedures orenvironmental investigations ("Tests") on the Property deemed necessary or appropriateby Tenant to evaluate the suitability of the Property for the uses contemplated under thisLease. In the event of any damage to, or alteration of, the Property caused by Tenant'sactivities under this Section 3(a), Tenant shall repair or restore the affected area or areasto the condition thereof prior to such damage or alteration. Tenant hereby agrees toindemnify and hold Landlord harmless for any and all claims, losses, or damagesincurred or suffered by Landlord as a result of any damage to person (including death) orproperty caused by said Tests. The foregoing indemnification shall survive any

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termination, cancellation or expiration of this Lease. At any time prior to the expirationof the Due Diligence Period Tenant shall have the right in its sole and absolute discretionto terminate this Lease by sending written notice of termination to Landlord. Thereafter,neither Landlord nor Tenant shall have any further rights or obligations under this Leaseexcept as otherwise provided herein.

b. Prior to the expiration of the Due Diligence Period, Tenant shall have the.one-time rightto extend the Due Diligence Period for one (1) additional six (6) month period bydelivering written notice to Landlord of such election along with two thousand dollars($2,000.00) as additional contract consideration, which is non-refundable in all eventsand which shall not apply as Rent.

c. During the Due Diligence Period and during the Initial Term and any Renewal Term (asthose terms are defined below) of this Lease, Landlord agrees to cooperate with Tenantin obtaining, at Tenant's expense, all licenses and permits or authorizations required forTenant's use of the Premises (as defined below) from all applicable government and/orregulatory entities (including, without limitation, zoning and land use authorities, and theFederal Communications Commission ("FCC") ("Governmental Approvals"), includingall land use and zoning permit applications, and Landlord agrees to cooperate with and toallow Tenant, at no cost to Landlord, to obtain a title report, zoning approvals andvariances, land-use permits. During the Due Diligence Period, and during the InitialTerm or any Renewal Term of this Lease, Landlord agrees that it will not interfere withTenant's efforts to secure other licenses and permits or authorizations that relate to other

4. Term. The initial term of this Lease shall be five (5) years commencing on the RentCommencement Date (defined below), and terminating at midnight on the last day of the initial term (the"Initial Term"). Tenant shall have the right to extend this Lease for five (5) .additional and successivefive-year terms (each a "Renewal Term") on the same terms and conditions as set forth herein. ThisLease shall automatically renew for each successive Renewal Term unless Tenant notifies Landlord, inwriting, of Tenant's intention not to renew this Lease, at least thirty (30) days prior to the expiration ofthe Initial Term or any Renewal Term. If Tenant shall remain in possession of the Premises at theexpiration of this Lease or any Renewal Term without a written agreement, such tenancy shall be deemeda month-to-month tenancy at a rental amount equal to one hundred fifty percent (150%) of the theneffective rental and otherwise under the same terms and conditions of this Lease.

5. Rent.(a) Tenant shall pay Landlord, without notice or demand of any kind, in yearly installments

in advance rent in the amount of sixteen thousand eight hundred dollars and no/lOO dollars ($16,800.00)per year ("Rent"). Rent will be increased by four thousand eight hundred and no/lOOths dollars($4,800.00) per year for each co-locator. In event this Lease does not terminate pursuant to Section 3above, Rent shall become due and payable upon the earlier to occur of (i) the date of this issuance of thepermit for the construction of Tenant's improvements on the Premises or (ii) the first day after theexpiration of the Due Diligence Period (such earlier date being the "Rent Commencement Date").Thereafter Rent will be payable annually in advance by the fifth day following anniversary of RentCommencement Date to Landlord at the address specified in Section 13 below. Landlord, its successors,assigns and/or designee, if any, will submit to Tenant any documents required by Tenant in connectionwith the payment of Rent, including, without limitation, an IRS Form W-9.

(b) In addition to the annual Rent amounts, on the Rent Commencement Date Tenant willpay to Landlord a one-time fee of twenty five thousand dollars ($25,000.00), which is non-refundable inall events and which shall not apply as Rent. In addition prior to the installation of each co-locator, if

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any, Tenant shall pay to Landlord, as additional contract consideration fee, twenty five thousand dollars($25,000.00), which is non-refundable in all events and which shall not apply as Rent.

(c) During the Initial Term and any Renewal Terms, Rent shall be adjusted, effective on thefirst day of each year of the Initial or Renewal Term, and on each such subsequent anniversary thereof, toan amount equal to three percent (3%) of the Rent in effect immediately prior to the adjustment date.

6. Permitted Use. Tenant shall use the Premises for the purpose of installing, maintaining,and operating the "Antenna Facilities" (as hereinafter defined) and uses incidental thereto and for noother purposes.

7. Interference. Tenant shall not use the Premises in any way which interferes with the useof the Property by Landlord or lessees or licensees of Landlord with rights in the Property on theEffective Date. Such interference shall be deemed a material breach by Tenant, who shall, upon writtennotice from Landlord, be responsible for terminating said interference at Tenant's sale cost and expense.If such interference cannot be eliminated within five (5) days after receiving Landlord's written notice ofthe interference, Tenant shall immediately cease operating the component or components of the AntennaFacilities (defined below) causing such interference and shall not reactivate operation thereof, exceptintermittent operation solely for the purpose of testing, until the interference has been eliminated. If suchinterference continues to occur thirty (30) days after Tenant has received Landlord's written notice,Landlord, at its option, may terminate this Lease immediately upon written notice to Tenant.

8. Improvements; Utilities; Access.(a) Tenant shall have the right, at its expense, to erect and maintain on the Premises

improvements, personal property and facilities necessary to operate its communicationssystem, including, without limitation, radio transmitting and receiving antennas,microwave dishes, tower and base, equipment sheltersandlor cabinets and related cablesand utility lines and a location based system, as such location based system may berequired by any county, state or federal agency/department, including, without limitation,additional antenna(s), coaxial cable, base units and other associated equipment(collectively, the "Antenna Facilities").

(b) Tenant's construction and installation of the Antenna Facilities shall be made accordingto plans (the "Plans") approved by Landlord in writing in advance, which approval shallnot be unreasonably withheld. The Plans shall include, but not be limited to,specifications concerning landscaping, site preparation and construction time lines. Inconnection therewith, Landlord shall respond to Tenant's written request for approval ofthe Plans within fifteen (15) business days after receipt thereof with any disapproval,objections or proposed modifications. If Landlord does not so respond within fifteen(15) business days, then such Plans shall be deemed approved by Landlord. Tenant shallnot begin any installation or construction of the Antenna Facilities until Landlord hasapproved Tenants Plans or such Tenant Plans are deemed approved pursuant to thisSection 8(b). Tenant, at its expense, shall use appropriate means of restricting access tothe Antenna Facilities, including, without limitation, the construction of a fence. Tenantshall, at Tenant's expense, put, keep and .maintain Premises, including, withoutlimitation, the Antenna Facilities now or hereafter located on the Premises, in goodcondition and repair during the term of this Lease, install and maintain the AntennaFacilities in accordance with good engineering practices and shall conform, whenapplicable, with the National Electric Safety Code and all other applicable federal, stateand local laws and regulations. Tenant shall promptly replace any plantings which die

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during the first year of this Lease. At reasonable times and following reasonableadvance notice to tenant, Tenant shall permit examination of the Premises, including,without limitation, the Antenna Facilities, by any duly authorized representative ofLandlord; provided however, that Landlord's representative shall ascend the tower orenter any equipment of Tenant. Landlord hereby agrees that it shall not injure theAntenna Facilities or interfere with or disrupt the operation thereof in conducting anysuch examination.

(c) During construction of the Antenna Facilities, Tenant shall have, and Landlord herebygrants to Tenant, a temporary construction easement to use all or portions of the Propertyidentified on Exhibit A as may be reasonably necessary for the storage of materials andstaging of construction; provided, however, that (i) Tenant shall not unreasonablyinterfere with Landlord's customary operations on the Property during Tenant'sutilization of such temporary easement and (ii) Landlord shall have the right upon priorwritten notice to Tenant to re-locate such temporary easement to another location on theProperty reasonably convenient to the Premises. Tenant further agrees that anyequipment or materials located on or about the Property for construction of the AntennaFacilities shall be secured and stored in a safe manner and that Tenant shall promptlyreplace or repair any damage to the Property or improvements thereon caused as a resultof Tenant's construction activities. Tenant and Landlord shall mutually agree upon thedates and hours during which Tenant may use a crane on the Premises or the Property.Notwithstanding the foregoing, Tenant agrees that it will not move, transport or suspendall or any portion of the A ntenna Facilities by crane while school or any extra-curricular.activities are being conducted on the Property.

(d) Tenant's use and occupancy of the Premises and all work by Tenant shall be performedin compliance with applicable laws and ordinances. Tenant is not authorized to contractfor or on behalf of Landlord for work on, or the furnishing of materials to the Property orany portion thereof, and Tenant shall pay any and all subcontractors, material men,mechanics or laborers promptly for any work or materials claimed to have been furnishedat the instance of Tenant on the Property. Tenant shall promptly discharge, or otherwisecause the removal of, any liens filed against the Property by any person or entityclaiming to have performed work or provided materials by, through, under or on behalfof Tenant,

(e) Following the completion of its construction and installation, Tenant shall not relocate,or make any Major Modification (as defined below) to, the tower or any equipmentstorage structure without Landlord's prior written consent, which consent may bewithheld in Landlord's sole discretion. As used herein, the term "Major Modification"shall mean a significant structural alteration to the tower or structure (such as, by way ofexample and not limitation, adding of heights to the tower or expanding of, or adding astory to, the structure) or other alteration or addition resulting in material change in thevisual appearance of the Antenna Facilities (such as, by way of example and notlimitation, the conversion of the tower into a "tree", "bell tower" or lattice structure ormaterial change in the color of the Antenna Facilities. A Major Modification shall notinclude the adding, decreasing, replacing, or upgrading of antennas or antenna arrays onthe tower (or of related cable or other antenna accessories) or cabinets or otherequipment inside the Premises, provided that the same do not lessen the safety of theAntenna Facilities. The Antenna Facilities shall remain the exclusive property of Tenantand shall not be considered fixtures.

(f) All additions or modifications to the Premises or the Antenna Facilities other than aMajor Modification shall be subject to Landlord's approval, which shall not beunreasonably withheld. Prior to construction or installation of any such additions or

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modification, Tenant shall provide Landlord copies of all reasonably required plans anddrawings related to such additions .or modifications (such plans. and drawings to include,but not be limited to, specifications concerning landscaping, site preparation andinstallation time lines), and Landlord shall respond within thirty (30) days after thereceipt thereof with any disapproval, objections or proposed modifications or such plansshall be deemed approved by Landlord.(g) Upon termination or expiration of this Lease, Tenant shall, at its sale cost and expense,remove the Antenna Facilities and return the Premises to Landlord in good, usablecondition as existed prior to the Effective Date. The obligations of Tenant in thisSection 8(g) shall survive the termination or expiration of this Lease.

(h) Tenant shall have the right to install utilities (including, but not limited to, theinstallation of emergency power generators), at Tenant's expense within the areasdepicted on Exhibit A. Landlord agrees to use reasonable efforts in assisting Tenant toacquire necessary utility service. Tenant shall obtain its utility service directly from theprovider or providers thereof, separately meter such service and promptly make paymentthereof. If at any time during the term of this Lease, Tenant shares use of any utilityservice with Landlord, or any of Landlord's other tenants or licensees, then Tenant shallpay the periodic charges for all such utilities used in connection with the Property at therate charged by the servicing utility.

(i) Tenant shall have 24"hours-a~day, 7-days-a-week access to the Premises at all timesduring the Initial Term of this Lease and any Renewal Term, at no charge to Tenant._y) .Tenant shall maintain and repair the Basements, at its sole exp .

9. Termination. Except as otherwise provided herein, this Lease may be terminated,without any penalty or further liability as follows:

(a) upon thirty (30) days' written notice by Landlord if Tenant fails to cure a default forpayment of amounts due under this Lease within such thirty (30) day period;

(b) upon one (1) year advance written notice by Landlord if Landlord determines in its solediscretion that the Premises are needed for educational purposes.(c) upon thirty (30) days prior written notice by Tenant if, after exercising reasonable,

diligent and good faith efforts to obtain and maintain the following, Tenant is unable obtain or maintainany license (including, without limitation, an FCC license), permit or any Governniental Approvalnecessary to the installation and/or operation of the Antenna Facilities or Tenant's business;

(d) immediately upon written notice by Tenant if the Premises or the Antenna Facilities aredestroyed or damaged so as in Tenant's reasonable judgment to substantially and adversely affect theeffective use of the Antenna Facilities; provided, however, Tenant shall not be entitled to thereimbursement of any Rent prepaid by Tenant.

(e) at the time title to the Property transfers to a condemning authority pursuant to a takingof all or a portion of the Property sufficient in Tenant's determination to render the Premises unsuitablefor Tenant's use. In the event of any taking under the power of eminent domain, Tenant shall not beentitled to any portion of the award paid for the taking and Landlord shall receive the full amount of suchaward. Tenant hereby expressly waives any right or claim to all or any portion of such award.

(0 upon ninety (90) days prior written notice by Tenant to Landlord, if Tenant determinesthat the Property, Premises, or Antenna Facilities are inappropriate or unnecessary for Tenant's

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operations for economic or technological reasons; provided, however, that if Tenant terminates pursuantto this Subsection 9(f), Landlord shall retain any prepaid Rent.

10. Default and Right to Cure. Notwithstanding anything contained herein to thecontrary and without waiving any other rights granted to it at law or in equity, each party shall have theright, but not the obligation, to terminate this Lease on written notice pursuant to Section 13 hereof, totake effect immediately, if the other party fails to perform any covenant or commits a material breach ofthis Lease and fails to diligently pursue a cure thereof to its completion after thirty (30) days' written

'notice specifying such failure of performance or default.11. Taxes. Tenant shall pay when due all real property taxes for the Premises together with

all personal property tax, real property tax or any other tax or fee arising in connection with this Lease orotherwise attributable to the presence or installation of Tenant's Antenna Facilities on the Premises.

12. Insurance and Subrogation and Indemnification.(a) Tenant shall, at its sale cost and expense, take out and maintain during the term of this

Agreement, a policy or policies of commercial general liability insurance issued by acompany licensed to do business in the State of Georgia and having a financial strength,reinsurance backing or net worth comparable to those carriers having a rating by Best inits "A" range of classification in amounts of One Million and no/lOO Dollars

.. ($1,000;000.00) per occurrence and TV/O Million and no/IOO Dollars ($2,000,000.00)aggregate, or such other amounts as Landlord may reasonably determine. This liabilityinsurance shall include, but shall not be limited to, protection against claims arising frombodily and personal injury and damage to property, resulting from Tenant's use of theProperty, Communication Facilities, automobiles, products and completed operation.The policy shall state that the policy shall not be canceled or materially amended withoutthe insurer providing thirty (30) days prior written notice to Landlord.

(b) Tenant shall promptly notify Landlord of any pending or threatened litigation inconnection with the Property or any portion thereof. The obligations of this Section12(b) shall survive the expiration or other termination of this Lease.

(c) Tenant agrees to indemnify, defend and hold harmless Landlord and its elected officials,officers, employees, agents, sublessees, licensees and representatives from and againstany and all claims, costs, losses, expenses, demands, actions, or causes of action,including reasonable attorney's fees and other costs and expenses of litigation, whichmay be asserted against or incurred by Landlord, or for which Landlord may be liable,which arise from any injury or damage to a person (including death) or property andcaused by or resulting from the use or occupancy of the Property, including the Premises,by Tenant, or its employees, agents, sublessees, licensees or subcontractors or caused byor resulting in connection with the operation of the Antenna Facilities, by Tenant or byits employees, agents, sublessees, licensees, or subcontractors, except those which arisesolely from the gross negligence or willful misconduct of Landlord. Tenant herebyexpressly acknowledges that the foregoing obligation to indemnify, defend and holdharmless includes any such claim asserted by a third party coming onto or about thePremises, and alleging injury in connection with the Antenna Facilities (subject to theexception concerning Landlord's gross negligence or willful misconduct describedabove), Tenant further agrees to undertake the defense, through counsel selected byTenant and reasonably acceptable to Landlord, or at Tenant's option reimburseLandlord's attorneys' fees and litigation costs, in any litigation or equitable proceedinginstituted against Landlord by any party seeing to enjoin the construction of the Antenna

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Facilities, or to force the removal thereof, or otherwise challenging the legality orcontinuation of Tenant's permitted use of the Premises hereunder. The obligations ofthis Section 12(c) shall survive the expiration or other termination of this Lease.

(d) Tenant shall be solely responsible for and will defend, indemnify, and hold Landlord andits elected officials, officers, employees, agents, sublessees, licensees and representativesfrom and against any and all claims, costs, losses, expenses, demands, actions, or causesof action, including reasonable attorney's fees and other costs and expenses of litigation,arising out of or in connection with the cleanup or restoration of the Property, includingthe Premises, arising from or in connection with Tenant's or its affiliates, officers,employees, contractors, sub-contractors, co-locators, agents, sublessees, licensees orrepresentatives use of Hazardous Materials (as hereinafter defined) (other than claimsarising solely from Landlord's gross negligence or willful misconduct). "HazardousMaterials" means asbestos, petroleum products, and any toxic or hazardous substance,waste or material defined in any federal, state or local environmental or safety law orregulation including, but not limited to, CERCLA. The indenmification contemplated bythis paragraph specifically includes costs incurred in connection with any investigationof site conditions and any cleanup, remediation, removal or restoration work required byany governmental authority having jurisdiction. Tenant's obligation under thisSubsection 12(d) specifically shall not include indemnification of Landlord for claims orcosts associated with the remediation of contamination caused solely by unauthorizedthird parties and not in connection with Tenant its affiliates, officers, employees,contractors, sub-contractors, co-locators,. ag~nts, subl~ssees, licensees or-representatives,the Antenna Facilities or the Premises. The obligations of this Section 12(d) shallsurvive the expiration or other termination of this Lease.

13. Notices. All notices, requests, demands and other communications shall be inwriting and are effective three (3) days after deposit in the U.S. mail, certified and postage paid, or uponreceipt if personally delivered or sent by next-business-day delivery via a nationally recognized overnightcourier to the addresses set forth below. Landlord or Tenant may from time to time designate any otheraddress for this purpose by providing written notice to the other party.

Ifto Landlord: DeKalbCounty School SystemOperations Division1780 Montreal RoadTucker, GA 30084-6705Attention: CIP Operations Officer

Ifto Tenant: clo T-Mobile USA, Inc.Four Concourse Parkway, Suite 300Atlanta, GA 30328Attention: Lease Administrator

14. Assignment and Subleasing. Tenant shall have the right to assign or otherwisetransfer this Lease (as defined above) granted herein upon written notice to Landlord to Tenant's"Affiliates". As used herein "Affiiiate" shall mean a parent or subsidiary of Tenant, an entity that ownsor controls, is owned or controlled by, or is under common ownership or control, with Tenant, or anyentity which merges or is consolidated with Tenant or which purchases a controlling interest in theownership of Tenant. As to other parties, this Lease may not be sold, assigned, or transferred without theprior written consent of Landlord, such consent not to be unreasonably withheld. An assignment,

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transfer, or sublease of this Lease shall not discharge or release Tenant from any obligations or liabilitieshereunder.

If Landlord has conveyed, or hereafter conveys, to Landlord's lender or other secured party (a"Mortgagee") a mortgage against or deed to secure debt to the Property, or otherwise conveys a securityinterest therein, Tenant hereby agrees that this Lease shall be subordinate to the interest of Mortgagee inthe Property; provided, however, that a condition of such subordination shall be that the Mortgagee shallagree in writing that, notwithstanding any foreclosure, repossession or acquisition of title to the Propertyby Mortgagee or its transferee, successor or assign, Tenant's use and occupancy of the Premises shall notbe disturbed so long as it is in compliance with its obligations hereunder. Upon such agreement, Tenantshall attorn to such Mortgagee.

17. Successors and Assigns.This Lease and the Easements granted herein shall run with theland, and shall be binding upon and inure to the benefit of the parties, their respective successors,personal representatives and assigns.

18. Subordination of Landlord's Lien. Tenant may, upon notice to Landlord, grant asecurity interest in the Antenna Facilities (such holders of security interests are herein referred to as"Secured Parties") .. Landlord hereby agrees to subordinate any and all lien rights it may have, statutoryor otherwise, concerning the Antenna Facilities or any portion thereof, which shall be deemed personal

.property for the purposes of this Lease, whether or not the same is deemed real or personal propertyunder applicable laws, to such rights ofthe Secured.Partiesand to execute such instruments as SecmedParties may reasonably require to confirm such subordination.

19. Miscellaneous.(a) The prevailing party in any litigation arising hereunder shall be entitled to

reimbursement from the other party of its reasonable attorneys' fees and court costs,including appeals, if any.

(b) This Lease constitutes the entire agreement and understanding of the parties, andsupersedes all offers, negotiations and other agreements with respect to the subjectmatter and property covered by this Lease. Any amendments to this Lease must be inwriting and executed by both parties.

(c) Each party agrees to cooperate with the other in executing any documents necessary toprotect Tenant's rights in or use of the Premises. A Memorandum of Lease insubstantially the form attached hereto as Exhibit C may be recorded in place of thisLease byTenant. Neither party shall record this Lease in the official records of DeKalbCounty.

(d) Tenant may obtain title insurance on its interest in the Premises. Landlord, at Tenant'scost and expense, agrees to execute such documents as the title company may reasonablyrequire in connection therewith.

(f) This Lease shall be construed in accordance with the laws of the state in which theProperty is located, without regard to the conflicts of law principles of such state.

(g) Time is of the essence of each and every provision of this Lease.(h) If any term of this Lease is found to be void or invalid, the remaining terms of this Lease

shall continue in full force and effect. Any questions of particular interpretation shallnot be interpreted against the drafter, but rather in accordance with the fair meaningthereof. No provision of this Lease will be deemed waived by either party unlessexpressly waived in writing by the waiving party. No waiver shall be implied by delayor any other act or omission of either party. No waiver by either party of any provision

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of this Lease shall be deemed a waiver of such provision with respect to any subsequentmatter relating to such provision.

(i) The persons who have executed this Lease represent and warrant that they are dulyauthorized to execute this Lease. in their individual or representative capacities asindicated.

(j) This Lease may be executed in any number of counterparts, each of which shall bedeemed an original, but all of which together shall constitute a single instrument.(k) All Exhibits referred to herein are hereby incorporated herein for all purposes.(1) Upon the expiration or termination of this Lease, Tenant agrees to execute and deliver to

Landlord, in recordable form, a quitclaim deed or other cancellation, confirming that thisLease has expired or terminated as the case may be. This obligation shall survive theexpiration or other termination of this Lease. . .

(rn) If either party is represented by any broker or any other leasing agent, such party isresponsible for all commission fee or other payment to such agent.

(n) The effective date of this Lease is the date of execution by the last party to sign (the"Effective Date").

20. Special Conditions. The Antenna Facilities tops shall be constructed in a "tree design".[signatures begin on the following page J

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IN WITNESS WHEREOF, this Lease has been signed and delivered by the parties heretoeffective as of the date of the last party to sign ..

LANDLORD:BOARD .OF EDUCATION OF DEKALB COUNTY,on behalf of DEKALB COUNTY SCHOOL DISTRICT, GEORGIA

BY: __ ~~ __ ~-= _NAME: ? " " t l f h J I \ N : . ) -g D;)f r - .TITLE: Chairman, Board of EducationDATE: / ' . 2 . . I ,: lOllBY:___l.....::::/l~~ I k j ~ 4 = - - - - - - - - = = . .== - =--NAME:~TITLE: SUJ?erintendent, Board of EducationDATE: l : . z - , . :20 tl

. TENANT:T-MOBILE SOUTH LLC,

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EXHIBIT A

THE PREMIESES IS LEGAL DESCRIBED AS FOLLOWS:A ll TH AT T RA CT '0 0 P AR CE l O F LA ND l '!" IN S )\N O BE IN G IN LA NO LO Tl8 0 , 18TH D IS TR IC T. D EKA lBC O U N T t, G E O R G IA B E l N G M O H E P A R T I C l. lM L Y D ES C R 1 B E i J M 3 f O l l O W S :T O f.IN O T H E T R tJ E P O IN T O f B EG IN N iN G . C O M M EN C E A l AMASS D iS C F O ON O B nN e D EM tJ 3C O UN lYS U R V E Y f . . fA R K E R N U M B E R 3 0 1 . S A ID M O N U M E N T t Y IN G W ! lH 'N T H E S O U T Ii1 }{ f s l8 1N R lG H T - O H V A Q fH UG H fro~ ll R OA O{tlA VlN G A H ID FO O T..iM O ER l G H T - D F - W A Y I NEAR T H E i N T E R S E c n O N V W l T H SILva !H l t L R O A D a iA V 1 N G A 6 tl f O O T W l I) E m G r < .f f ~ "W " N J ; l H E N C E AL0 l3 A T IE U N t o N O l li 'l l 5 4 ~05 '5.2E A S 1 ,11 6A 6 ffE T TO /I i PO I N T ; T HENCE , seum 3 2~ 26 '1 6 E A S T , 22 ~9Q f E E T T O It . P O i N T ; T HO C " . 6 9.4 8f E E T A tO N G A C U R \l tT O tH E urr, H A v r ~ A R A D J U S O f 8 9 .8 3 F E E T A N D B a N G S C R 1 B E O B V ItC H O R Dl l f A f f lN G S o t I T B 5 4 " 3 5 '4 6 E A S T . 61.1'6 f t t T T O A P O W l; T H E N C E . s r n f r n 7iN5'l r EAST,29.18 fEETTO A P Olm ; 11 !E NC f, S O O T U 69"44'07 ' E A S T , 1 ' 0 .00 FEET T O A P O I N T ; T H E NC E , N O R lli 20 "1 5'53 "( A S T , 1 ' 0 ,00 F U r T O A P O I N T ; T H E N C E . , N O R m 69"44'01 ' W E s T , J t ) ,OOFEET T O A P O iI N T A N I ) T H E T H O CP O IN T O F 8 f . : G 1 N N I N G ; T H E N C E R U N N lN G . N ilR T H 2 O "~ 5 '5 3 ' E A S T , 6 0 ,0 0 F f fT T O A fOWl'; T I I E N C E ,SOUTH69~O7 'EAST,60.00fHTTO A P 0 1 N T ; T H E N C E . 00U1H 20"15'53 '\(Sl . 00.00 f fffT Q Ap a N T ; T lIE U C E I N d R n I 6 9" '4 4 'Q 7 - 'W E S T . 60 ,00 f E E T T O A P O IN IA N D 'F lit m U E P O I N T O F BG f :NN ING .S A I D T R A C T C O O A iN S Q '( ) 8 2 6 A C R ~ S ( 3 .6 0 0 S Q U A R E H J J I. M O O E O R l E S S ,

THE EASEMENTS ARE L;E;(iALLY DESCRIBED AS FOLLO',VS:T O O E 'fH E H W U H A P R O ? O S f I l 2 0 roor \ M D E I NGRE$ ~HJ 3RESS A N O U 1 1 U lY E A S f.M E N l LW lQ A N OB E I N G I N lA N D L O T lB O , H H U D IS T R IC T , D EMU : l C O U N T V , G E O R G I A BE I NG O S C R t i l E D S V lH EfD ltO W fN G C IZ N T E R U N E D A 1 A :T O nNf) n lE T R U E P O fN T O F B E G IN N IN G , . C O M M f N C E A T A O O A S ! ) D IS C fO U N O B E l M l D E X A U 3C O U N T '{ S tJ i 'l i Y M A R K E R NUMBER 3 0 1 , S A i lD M O N U M E I U lY IN G }~ lTHlN lU E S O O I1 W il f : S T E R N .R fG H lD F . 1 N A Y O F t l J G H H O W E l l R O A D (H A V IN G A 1 0 0 F O O H . , I D E R l G H l O F W A ' ( ) N E A R 1 H l N T E R S E C 1 ' l O N WJ1 } [ S U ! R H i L L R O A D fH ! \ V lN G A 6 0 F O O l Y A D E f l tG H T -o r -W A 'Q ; T H E N C E A lO N G A 1 1 1 :U N ! : , N O R n t 5 4 " 0 5 '5 2 ~ E A S T . 1 1 6 ,4 6 fE E T to A P O lN T A N O T H E T R U E P O lN T O f r n :: m W N !N G ; T I- lE N C EI iUNN l NG , SOUTH 32" 26 '1 .6 ~ 22,90 fE E T TO A PO iN T; TH EN CE , 69.48 fE E T AU JN fi A C t J R V r TOlHif, L E fT , H A V IN G A R A D ru s . 8 3 fE H AN {) B E lt {G S C R ~B E D B Y A C .lh O R D ' I E A R iN G S O U T HM < > 3 5 '1 \i1 E A S T . 67.76 f E E T T O A M lN l; T I ! H 4 ( ' 1 : . , SOUTH 76"45'[1" EAST , 2 9 ,1 8 F E E T ro A P O I N T ;T tl t N C E , S O O T H 69Pn 'Or E A S T r 1 0 . 0 8 f E E T r o A P O lr n ; T H E N C E , NOR f H 20"15'530 ' f A S T , 1.0,00F E E T T O m E . E N D iN G A T A P O IN T .

15498564.1


12/17

EXHIBITB

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15498564.1


13/17

EXHIBITCMEMORANDUM OF LEASE

15498564.1


14/17

After recording: return to:T-Mobile USA, Inc.Attn: Lease AdministratorFour Concourse Parkway, Suite 300Atlanta, Georgia 30328

MEMORANDUM OF LEASE(A Portion of Tax Parcel Number: 1818010002)

. This Memorandum of Lease (this "Memorandum"), made this _ day of 2011 by andbetween the DeKalb County School District, acting by and through the Board of Education of DeKalbCounty, Georgia ("Landlord") and T-Mobile South LLC, a Delaware limited liability company

A Site Lease Agreement (the "Lease") by and between Landlord and Tenant was made regardinga portion of the following property:

See Attached Exhibit A incorporated herein for all purposes.The Lease is for a term of five (5) years and will commence on the date as set forth in the Lease

(the "Commencement Date"). In no event shall the Commencement Date be later than twelve (12)months after the date hereof. Tenant shall have the right to extend the Lease for five (5) additional andsuccessive five (5) year terms.

Landlord and Tenant have entered into this Memorandum in order that third parties may havenotice of the existence of the Lease and some of its specific provisions. This Memorandum is not acomplete summary of the Lease. This Memorandum is not intended to amend, modify, or otherwisechange the terms and conditions of the Lease between the parties hereto. Provisions in this Memorandumshall not be used in interpreting the provisions of the Lease. In the event of a conflict between thisMemorandum 'and the Lease, the Lease shall control.

[signatures begin on the following page J

15498564.1


15/17

IN WITNESS WHEREOF, the parties hereto have respectively executed this Memorandum ofLease effective as of the date of the last party to sign.LANDLORD:

BOARD OF EDUCATION OF DEKALBCOUNTY,on behalf of DEKALB COUNTY SCHOOL: : T r u c r ~NAME:-n;~TITLE: Chairman, Board of EducationDATE: j t z _ . . ( . 201{

Signed, sealed and delivered in thepresence of:

.~ .BY: ------NAME:nr:et;IiAtkil1TITLE: Superintendent, Board of EducationDATE: 1 2 - , f .:2.011

15498564.1


16/17

TENANT:

Signed, sealed and delivered in thepresence of:

T-MOBILE SOUTH LLC,

BY: ~----~~----_r---------NAME: Calvin GrayTITLE: Area Directr yf EngineeringDATE: 12- ~ t (

My commission ZPires:~ / l d l ) /

15498564.1


17/17

EXHIBIT AThe Premises and Easements

THE PREMrESES IS LEGAL DESCRIBED AS FOLLOWS:A lL r n A T T R .. I \ C T O R P A R C EL O F L A N O L Y I N G A N D B E I N G I N L A N V L O T H ID , 1 8 T H D I S T H f C T , D E K A l BC O U N T Y , G E O R G IA B E I N G M O R E P A A H C U L i \ R l Y O E S C : m : e m A S fO l lO W S :T O f I N O T H E 'T R U E P O lN T O F l t G t N N l N G , C O M M E N C E A T A B A A S !) , O tS C f r O O N I ) 1 lE ~ n E ~ n C O U N T YS U R V E Y M A R K E R N U M B E R 3 0 1, S A r D M O N t J lM O O L Y IN G lN lT H f ; l T H E S Q U l1 1 W lt S T f f iN R J G H T - O F - V V A Y O fH U G H H O W E L L RQAt} ( f I A V I ~ GA 1 0 0 f O O T JMtt R 1 G H T O r - W A Y 1 N M T H E l N T f . R S E C n o N 'W I n l S iL \f f f iH il t H O N ) j W \V !N G A 6 0 f O O F W lD E f lI a r tr .o P W A Y 1 : T H E N C E J lL O N G A . l l E U N E , N O O T H 54~05'5l'E A S T ,lIf i,46r tH T O A PO INT ;1llt:NCE, scum 3 2~ 26 '1 6 EA ST j2'2.90 fE U T OA PO fN T;f d E N O E . 69.48H IT A L O N G A C U R V E T O T H E L E fT . HAV lN ( ; ItR A i J l l l S 'O f a9.83 f E E T A N D a E lN G S C R IB E D B Y A C H O R OO CA RlN G S OO TH 54"3S '46~ E AS T. 67 .76 FE ET TO A ro iN f; T HE NC E,S OU TH 76"'45'17 ' E AS T, 29_18 fE ETTO A PO IN l; TH EO Cf, S OO TH 69"44 '0 1 ' EAST , fO J J8 f EET In A P O JN T ; T H E N CE , H o lIT H .2 0~ 15 '5 3EAST , m oo F EE T 10 A P OIN T; T HE NC E" N ortfH 69"44'or 1 fJ S T. 3 0.0 0 F EE T T O A P 'O iN T A ND T HE m utP O iN t O F f lE G IN N IN G ;1 l1 F ,N C E R U N N J N G . N t l f fm ' 2Q~l5 ' 53 ' E A S T , O O JJ O fE E T T O A P O M ; mENC E ,S Gum 69"4.4 ;07 E A~I, 60 .00 fE E T T O A ro NT ; T HE N C f. SOUTH2 0~ 15 '5 3' WEST ,GOJ l@fEETTO Ap a N T ; H lf N C E . N O f m + 69"44'or r ~ V E S T . 6 0 , 0 0 F E E T 'fO A P O IN T A N D T H E : T R U E P O IN T O F B E G I N N I N G ,SAJ I ) r nAC f C O t t T J \ l N S 0 ,0 826 A CR ES (:3 ',600 S QU AR Efftf} . M O RE O R LE SS

. T I m EASEMENI'S -ARE LEGALI:N DESCR1BED:ASFOLLO~v\tS. . _.-- ..T O O fn i t ~ W I T H II I P R O P O S E D 2 0 f O O T V ;m E I N G R E S S " E G R E S S A N D u r i l H Y E . ~ S f .M t N T L Y I N { lA N DB E lN G I N U\NI) W I U J O , 1 8 f H O fS T R IC T ,O E I t4 L B C O U N f N . G fO R t .J A B E I N G D S C H f B E D B Y T H Ef O l u )W 1 ir ' . J ( ~ C tN 1 E R U N E D A T A ~T O f ! N D T H E rRtJt : P O I N T O F B E 6 1 N N t lG , C O M M E N C E A I A m A S S D ISC f O U N D B E I N G . O]

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