(202) 569-9928 (cell) bimbawmn@washpost.com http:/ !projects. washingtonpost.

com/staff/articles/michael+birnbaum/

On Wed, Dec 1, 2010 at 12:52 PM, Lacefield, Patrick <Patrick.Lacefield@montgomerycountymd.gov> wrote:

You need to talk with Diane about particulars. She is the Hearing Examiner for a number of cases this afternoon. I will forward your email to her.

-----Original Message----From: Michael Birnbaum [mailto:birnbaumm@washoost.com] Sent: Wednesday, December 01, 2010 12:14 PM To: Lacefield, Patrick Subject: a confusing morning! re: Peary School

Hi Pat, Just left a message at your office. Trying to parse out what seems to be some confusion between the state and the county over the disposition of the Peary school site--the Public School Construction Program, until Igave a call half an hour ago, was totally convinced that the building was going to be demolished; now they say they're mistaken. (THe school, for its part, certainly says it has no plans to demolish the building.) Basic question: do you understand (or does Diane Schwartz Jones understand) what's going on here, and whether the state will expect some amount of the sale price from the county?

Thanks, Michael

Michael Birnbaum The Washington Post (202) 334-9607 (office) (202) 569-9928 (cell) birnbaurnm@.washpost.com htto://projects.washingtonpost.com/staff/articles/michael+birnbaum/

From: White, Julie [mailto:Julie.White@montgomerycountymd.gov] Sent: Tuesday, December 07, 2010 10:37 AM To: Zukerman, Jennifer Subject: RE: Meeting with Diane Schwartz Jones Hi Jennifer - Diane is asking if she can come by in the afternoon at 2:30 p.m. that day and then she will be gone from the office for that afternoon. Thank you, Julie

From: Zukerman, Jennifer [mailto:zukennani@mjbha.org]

Sent: Monday, December 06, 2010 5:40 PM

To: White, Julie

Subject: RE: Meeting with Diane Schwartz Jones Julie, Friday the 17th sound perfect. How about if we set it for 8:30arn, or would Diane prefer 9am? Thanks, Jennifer

-----Original Message----From: White, Julie [mailto:Julie.White@montgomerycountymd.gov] Sent: Mon 12/6/2010 2:39 PM To: Zukerman, Jennifer Subject: RE: Meeting with Diane Schwartz Jones Hi Jennifer: Diane is available on Friday, December 17 anytime in the morning and after 2:30 p.m. in the afternoon to come and visit the Melvin J. Berman Hebrew Academy.

Please let me know if that works for you guys.

Thank you, Julie

From: Zukerman, Jennifer [mailto:zukennanj@mjbha.org] Sent: Monday, December 06, 2010 12:46 PM To: White, Julie Subject: Meeting with Diane Schwartz Jones

Julie, I believe that Diane would like to make a time to come visit the Melvin J. Berman Hebrew Academy and meet with those of us who worked on the successful completion of the sale. She asked that we contact you to schedule something, so I am doing so. Do you have a sense of when that might be able to be scheduled? Thanks, Jennifer

Jennifer Zukerman Development Director Melvin J. Berman Hebrew Academy Harry A. Epstein Campus

13300 Arctic Avenue

Rockville, MD 20853

301.962.9400 ext. 5183

www.mjbha.org

Jones, Diane (CEX)

Subject: Location: Start: End: Recurrence: Meeting Status: Organizer: Required Attendees: Visit the Melvin J. Berman Hebrew Academy Melvin J. Berman Hebrew Academy, Harry A. Epstein Campus, 13300 Arctic Avenue, Rockville 20853 Wed 1/5/2011 8:30 AM Wed 1/5/2011 9:30 AM (none} Meeting organizer Jones, Diane (CEX) Jones, Diane (CEX); Zukerman, Jennifer

Thank you for getting back to me, Jennifer. Attached is the inviation for Diane to Visit on January 5 at 8:30 a.m. Have a good weekend, Julie, 240-777-2532 Julie, Sorry for the delay in getting back to you. Let's please go ahead and put Diane's visit on the calendar for January 5thand hope it works for Larry. His father-in-law is extremely ill so he doesn't know what will happen day to day, but at this point he has it on his calendar. Thanks! Jennifer From: White, Julie [mailto:Julie.White@montgomerycountymd.gov] Sent: Tuesday, December 07, 2010 11:I0 AM To: Zukerman, Jennifer Subject: RE: Meeting with Diane Schwartz Jones Jennifer: Thank you for getting back to me. Maybe we should try after the holidays and new year and schedule for early January before the Council get's back into session. I can have her stop on the way to work at 8:30 a.m. on Weds., January 5, 2011. Does that work for Larry's calendar? If not, can you let me know which mornings he has available in January? Thank you, Julie From: Zukerman, Jennifer [mailto:zukermanj@mjbha.org] Sent: Tuesday, December 07, 2010 11:06 AM To: White, Julie Subject: RE: Meeting with Diane Schwartz Jones Julie, School is over at 2pm on Fridays in the winter because the sun sets really early. It turns out that Larry is not available that morning in the end, so can we look at another day altogether? Thanks, and sorry for the inconvenience, Jennifer
1

CE Briefing Berman Academy Proposed Terms of Sale March 23, 2010 1. Lease a. Includes right to reclaim b. Purchase option - at any time during the lease; "subject to any restrictions, conditions or requirements which the County Executive and the County Councilmay elect to attach to such a purchase" i. Subject to approval of BPW ii. Purchase price should "fully reflect the Premises' condition on the commencement date of the Lease, and should accordingly be established prior to the Lessee's planned repair and renovation of the Premises." 1. Parties expected that the value of the property lay only in the land and the building would not attract or detract from the value of the property 2. To be established by appraisals within 120 days followingcommencement of Renvoation Period - to establish the "baseline" price. 3. 4 Appraisals a. Thorne -- $750,000 b. Donnelly- 1,920,000 c. Sapperstein - 1,755,000 d. Frizzell - 1,960,000 4. Estimated demolition -- $425,000 - 450,000 iii. Suggested approach for value for land average three highest and then deduct demolition costs which yields a value of approximately $1.45 million;adjust for CPI per the lease to approximately $1.9 Million
~

0..

~r

+-o

i. buybClCk at same land price adjusted for CPI plus pay to?~~ uS'e_ building the lesser of fmv or costs of building ~ ii. fields and gymnasiumremain available for public use iii. no right for purchaser to use other than for school ....::__,a,_t:::"im-:i:--ng.-.J

e. Conditions -

-~

-.. - --- ~ Week of October 31 -November 6, 201 O

Departmental Alerb County Executive
Berman Academy - MCPS has opposed the sale. MNCPPC was been asked to weigh in and will be having a hearing on 11/18 before the council hearing on l~il.
. :.:.~:

....

..

Montgomery County Closed Schools Capital Expenditures and Proceeds Robert Peary High School Capital Expenditures
County/LEA Before Transfer to County After Transfer to County Bond Pay-off Total County Total Both $4,057,753 1,095,387 680,653 $5,833,793 $7,025,991
*1*

13300 Arctic Avenue, Rockvllle

State PSCP Investment

$1,192,198 *"*

Total State State share

$1,f92,198 16.97%

Lease Proceeds
Received 10/07/1984 to 10/06/1988 04/15/1996 to 12/31/2005 Total Less bond pay-off costs Difference state share of expenditures State share of proceeds $41,500 "' 342,540""" $384,040 $680,853 ($296,813) . 16.97% Anticipated 01/01/2006 to 04/14/2023 Total $1,037,500 ** $1,037,500

State -share of expenditures State share of proceeds

16.97% $176,047

Footnote "Lease 09/23/84 - $20,750/annum """Lease 03/29/96. $10/annum yrs 1~4,$60,000/annum remaining 23 years
""""CFAS Asbestos Removal Roof Work County $$After Transfer $795,387 300,000 $1,095,387 County Actual Proceeds Less maintenance costs Less bond pay-off costs Difference State Share of Expenditures State share of proceeds $254,001

0
680,653 -426,652 16.97% ($72,403)

*1* Does Not Include Land Purchase

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Jones, Diane (CEX)

From:

Sent:
To:
Subject:

Siok, Pat Monday, November 01, 2010 11:07 AM Jones, Diane (CEX) FW: Selling of Robert E Peary High School in Aspen Hill

Diane - will you be responding? TY P

-----Original Message---From: claude.groven@orange-ftgroup.com [mailto:claude.groven@orange-ftgroup.com] Sent: Monday, November 01, 2010 9:51 AM To: Ike Leggett Subject: Selling of Robert E Peary High School in Aspen Hill To the county council members Please be advised that we are opposed to the selling of the former Robert E. Peary High School in Aspen Hiii. This is a give away and must not go through. Do not sell taxpayer property for political gains. Keep the school property as county property. Best regards

Claude and Elizabeth Graven 7306 Durbin Terrace Bethesda MD 3019869215

*********************************

This message and any attachments (the "message") are confidential and intended solely for the addressees. Any unauthorised use or dissemination is prohibited. Messages are susceptible to alteration. France Telecom Group shall not be liable for the message if altered, changed or falsified. If you are not the intended addressee of this message, please cancel it immediately and inform the sender.
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Jones, Diane (CEX)

From:

Sent:
To: Cc:

Attachments:

Larry Stem [lstem@wflaw.com] Friday, November 19, 2010 3:46 PM Jones, Diane (CEX) Dayanim, Behnam BOE properties=m=g. kratz.pdf; BOE properties=m=j. gleason.pdf; Council Resolution.pdf; Council Enabling Resolution (1994).pdf; Council Minutes - Nov 1994.pdf

I don't if anyone cares anymore about the procedures question that the council staff raised with regard to when the lease was entered into. However, I found the attached resolution in 1996 adopting rules on disposition of closed public schools. As you know, this was eventually superseced by the 2001 rules. The 1996 rules came into effect after the peary site was leased to us with an option to buy. As the resolution states and as those county attny opinions make clear, there were no rules in effect since the 1984 rules were repealed and the 1976 rules were not re-established by the repeal of the 1984 rules. Therefore, that's why the parties reasonably relied on the 1994 council resolution as enabling the county executive to enter into the lease. Also, given that the 1994 council resolution specifically said that the council approval was to made by looking at the appropriate elements of the master plan, and give the lack of other regs at that time, I think it's reasonable that the county executive could impose a "reasonable" consent language on the council's actions and that the definition of reasonableness is whether it's consistent with the master plan. Have a great weekend,

Lawrence S. Stem West & Feinberg, P.C. 4550 Montgomery Avenue Suite 775N Bethesda, MD 20814 301-951-1520 301-951-1525 {Fax)

The information contained in this communication may be confidential, is intended only for the use of the recipient named above, and may be legally privileged. If the reader of this message is not the intended recipient, you are hereby notified that any dissemination, distribution, or copying of this communication, or any of its contents, is strictly prohibited. If you have received this communication in error, please resend this communication to the sender and delete the original message or any copy of it from your computer system. IRS Rules of Practice require us to inform you that to the extent this written communication, including any attachments, contains a discueeion of any federal tax matter, it is not intended or written by us to be used by anyone for the purpose of avoiding federal tax penalties that may be imposed by the federal government. In addition, this written communication may not be used to support the promotion or marketing of the transaction or matter addressed herein. Anyone other than the recipient who reads this communication is advised to seek advice based on their particular circumstances from an independent tax advisor.

From: Fisher,John [mailto:John.Flsher@montgomerycountymd.gov]

Sent: Friday, November 19, 2010 2:31 PM

To: Larry Stern
1

Jones, Diane (CEX) From: Sent: To: Subject: Beach, Joseph Thursday, November 25, 2010 8:49 AM Jones, Diane (CEX) Fw: Question related to Berman (but not on the sale issue)

Fyi, workng on the mcps question still. From: Leventhal's Office, Councilmember To: astrove@hotmail.com <astrove@hotmail.com> Cc: Ervin, Valerie; Berliner, Rager; Rice, Craig; Andrews, Phil; Navarro, Nancy; Floreen, Nancy; Eirich, Marc; Riemer, Hans; #CCL.ConfidentialAides; #CCL.Leventhal Staff; Beach,Joseph; Firestine, Timothy; James_Song@mcpsmd.org <James_Song@mcpsmd.org> Sent: Thu Nov 25 08: 17:53 2010 Subject: RE: Question related to Berman (but not on the sale issue) Dear Bob, That Is one heck of a good question. Most of the attention devoted to the Office of Legislative oversight's report on the structural deficit (available at http://www.montgomerycountvmd.gov/content/council/olo/reoorts/pdf/2011-2.pdf) has gone to the report's projections regarding employee compensation and health and retirement benefits, and these do merit attention. But the report also makesclear that debt service obligations are increasing as well and will crowd out available funds for meeting people's needs In the operating budget. As we scrutinize the operating budget for savings, we must also question some of the assumptionswe have been making regarding our capital budget. Should we pursue a less ambitious construction program in the "new normal" spending environment? I'm copying James Song, the school system's director of facilities management, on this reply with a request that he respond to your specific question as to why the Melvin J. Berman Hebrew Academy was able to renovate the former Peary High School at a cost so much lower than it costs the school system to modernize its buildings. I'm also copying my council colleagues so that we can all think about the broader question of renovating existing buildings rather than always resorting to tearing down and replacing them. Best wishes to you and your family for a happy Thanksgiving -George -.-. Original Message Fr0m: RcibeitAstrove . To: george@georgeleventhal.com Sent: Wednesday, November 24, 2010 8:47 PM Subject: Question related to Berman (but not on the sale issue) George, While I am personally opposed to the sale, I think it Is pretty clear that it is going through and I'm certainly not going to lose any sleep over it. I'm in the group that thinks the price isjust too low. BUTTHE REALTHOUGHTI WANTTO SHAREand would appreciate your comments on are; Everyoneagrees Berman has taken a dump and turned it into a nice serviceable school. And they did it for $9M. Why does it cost MCPS$90 M to rennovate its high schools? Maybethere is a big pile of money we could redirect to other purposesor better yet - reduce our debt load. Why don't we renovate buildings as opposed to tear down/ rebuild. The Berman Academy is physical evidencethat the MCPS
1

Jones, Diane (CEX)

From:

Sent:
To:

Subject:

Larry Stem [lstem@wflaw.com) Sunday, November 28, 2010 8:18 PM Jones, Diane (CEX); Dayanim, Behnam RE: 7 25 95 Memo from Duncan to Berlage - Status Update on Peary Disposition.pdf - Adobe Acrobat Professional

I'm here at the office and will be till late so feel free to call. ...please, I really want to go first after he speaks and think it's the right thing to do. Lawrence S. Stem West & Feinberg, P.C. 4550 Montgomery Avenue Suite 775N Bethesda, MD 20814 301-951-1520 301-951-1525 (Fax)

The information contained in this communication may be confidential, is intended only for the use of the recipient named above, and may be legally privileged. If the reader of this message is not the intended recipient, you are hereby notified that any dissemination, distribution, or copying of this communication, or any of its contents, is strictly prohibited. If you have received this communication in error, please resend this communication to the sender and delete the original message or any copy of it from your computer system. IRS Rules of Practice require us to inform you that to the extent this written communication, including any attachments, contains a discussion of any federal tax matter, it is not intended or written by us to be used by anyone for the purpose of avoiding federal tax penalties that may be imposed by the federal government. In addition, this written communication may not be used to support the promotion or marketing of the transaction or matter addressed herein. Anyone other than the recipient who reads this communication is advised to seek advice based on their particular circumstances from an independent tax advisor.

From: Jones, Diane (CEX) [mailto:Diane.Jones@montgomerycountymd.gov] Sent: Sunday, November 28, 2010 8:14 PM To: Larry Stern; Dayanim, Behnam Subject: RE: 7 25 95 Memo from Duncan to Berlage - Status Update on Peary Disposition.pdf- Adobe Acrobat Professional I am reviewing the packet now. I don't think I agree with the strategy you have identified, but we can talk in the morning. Diane
---------~------- ------~-- --- 4.

- --- -

- -----'"--"- -----

From: Larry Stern [mailto:lstern@wflaw.com] Sent: Sunday, November 28, 2010 7:48 PM To: Jones, Diane {CEX); Dayanim, Behnam Subject: RE: 7 25 95 Memo from Duncan to Berlage - Status Update on Peary Disposition.pdf-Adobe Acrobat Professional Thanks for sending. Diane-we've thought about this a lot and we feel that since we want/need this meeting to be a "one and done", that we need to completely eviscerate Mr. Zand his report right up front. Quite frankly, since you have to work with him for the
1

next 4 years, we think it makes much more sense for us to do that and we're very much ready. I spoke to Duchy and she agreed that as long as you were ok with it, as soon as Jeff finishes introducing the report, that duchy is going to ask you to waive your statement until I rebut his report. Just so you know, since they'll probably have a discussion after each point, the idea is that I'll address the "legal" analysis as to why council can/should reject the deal and then in point 2, when they give their recommended changes to the repurchase option (which is exactly what elrich "coincidentally" said he wanted on Tuesday), Behnam will take that one. So, if you don't mind following me, you can take the high road as to why it's the right thing and the win/win issue, etc., per your testimony or whatever you think is appropriate but I can take him down first. Thanks,

Lawrence S. Stern West & Feinberg, P.C.

4550 Montgomery Avenue Suite 775N Bethesda, MD 20814 301-951-1520 301-951-1525 (Fax)

The information contained in this communication may be confidential, is intended only for the use of the recipient named above, and may be legally privileged. If the reader of this message is not the intended recipient, you are hereby notified that any dissemination, distribution, or copying of this communication, or any of its contents, is strictly prohibited. If you have received this communication in error, please resend this communication to the sender and delete the original message or any copy of it from your computer system. IRS Rules of Practice require us to inform you that to the extent this written communication, including any attachments, contains a discussion of any federal tax matter, it is not intended or written by us to be used by anyone for the purpose of avoiding federal tax penalties that may be imposed by the federal government. In addition, this written communication may not be used to support the promotion or marketing of the transaction or matter addressed herein. Anyone other than the recipient who reads this communication is advised to seek advice based on their particular circumstances from an independent tax advisor.

From: Jones, Diane (CEX) [mailto:Diane.Jones@montgomerycountymd.gov] Sent: Sunday, November 28, 2010 5:57 PM To: Dayanlm, Behnam; Larry Stern Subject: FW: 7 25 95 Memo from Duncan to Berlage - Status Update on Peary Disposition.pdf- Adobe Acrobat Professional Hi Behn and Larry, I just got back and was able to accessmy desktop remotely. The memo is attached. Diane
----------- .. - - ------- - -.. --- -~---------------------

From: Jones, Diane (CEX) Sent: Wednesday, November 24, 2010 7:04 AM To: Zyontz, Jeffrey Subject: 7 25 95 Memo from Duncan to Berlage - Status Update on Peary Disposition.pdf - Adobe Acrobat Professional Hi Jeff, here ls the update memo I referenced last night. Diane P.S.Have a great Thanksgiving. If you need to speak with me today, please call me on my cellphone 240.506.4665.

Jones, Diane (CEX) From:

Sent: To: Cc: Subject: Brenneman, Cynthia Friday, December 03, 2010 3:52 PM Jones, Diane (CEX) Fitzgerald, Bernie Revision- Peary Sale Proceeds

Diane - A revision to the note I attached to the packet I sent down this morning. It has the State's manual and the worksheet the with the information about the County's and the State's investments in the Peary facility. We thought those numbers did not include land costs, but they, in fact, DO include land costs. Cyndi

Cynthia Brenneman, Director

Officeof Real Estate Department of General Services 101 Monroe Street, 9th Floor Rockville, MD 20850

phone 240-777-6089

Jones, Diane (CEX)

From: Sent: To: Subject: Fisher, John Friday, November 12, 2010 2:03 PM Jones, Diane (CEX); Brenneman, Cynthia; Fitzgerald, Bernie RE: Questions concerning the proposed sale of the former Peary School site

The answer to the last question (#8) is that the lease does not contain the buy-back and modified condemnation rights contained in the deed, only the provisions of the covenants are contained in the lease. Without the amendment, anyone looking back at the transaction would have no explanation as to why the deed contains provisions (the buy-back and modified condemnation rights) not called for in the lease. Neither the lease nor the amendment have any force after the deed is recorded, the reference back to the amendment is (i) to provide an explanation to a stranger to the transaction as to where the buy-back and modified condemnation rights provided for in the deed are derived from; and (ii) to avoid the redundancy of setting forth verbatim the "repurchase price" calculation method which is already set forth in the amendment and is rather lengthy.

Regards,

John J. Fisher Associate County Attorney Office of the County Attorney 101 Monroe Street, 3rd Floor Rockville, Maryland 20850 Phone: (240) 777-6700 Direct Dial: (240) 777-6736 Fax: (240) 777-6705 john.fisher@montgomecycountymd.gov CONFIDENTIALITY NOTICE: The contents of this email may be confidential under the attomeyclient privilege, the work-product doctrine, or other applicable law. If you have received this email in error, you may not copy, distribute, or use its contents, and you are requested to delete the email from your system immediately and notify the sender at 240-777-6700. Thank you
From: Jones, Diane (CEX)

Sent: Fri 11/12/2010 12:17 PM To: Brenneman, Cynthia; Fitzgerald, Bernie; Fisher, John Subject: FW: Questions concerning the proposed sale of the former Peary School site
Hi everyone, Canyou please provide answers to questions 1and 2? John can you answer the last question? Thanks, Diane
.... -------------~-----

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

From: Zyontz, Jeffrey Sent: Friday, November 12, 2010 10:41 AM To: Jones, Diane (CEX); Fisher, John
1

Cc: Faden, Michael; Royalty, Clifford

Subject: Questions concerning the proposed sale of the former Peary School site

Hi, In reviewing the material submitted to the Council, I have the following questions. I would appreciate answers next week: 1) What state and local laws and regulations were followed in the disposition of the former Peary High School site? (The County submitted the site for mandatory referral in 2005 required under Article 28. The proposed sale is going to the Board of Public works. Where there other procedural steps taken? If other steps were taken under what laws or regulations were those steps required?) 2) What is the current cost for community use of the auditorium and the gymnasium.at the Academy? 3) How many security guards would be anticipated for the use of the auditorium and gymnasium at the Academy under the covenants? What is the current hourly cost for a security guard? 4) Why require a condemnation procedure for the County's repurchase ifthe site is needed for a school in the future? 5) In a contested condemnation procedure, how long does it generally take from the time the land owner is notified of the County's purchase intent to when a final order from a court is in hand? 6) Do relocation expenses in condemnation include anything beyond moving expenses? 7) What other expenses are generally awarded in a condemnation action beyond relocation expenses? 8) Why not have all conditions of sale in the covenants? (As proposed by the Executive, it would require 4 documents to know the complete agreement between the County and the Academy; 1) the 1996 lease, 2) Amendment No. 1 to the lease, 3) the covenants, and 4) the deed. Why not only have 2 documents, the deed and the covenants? Why should a lease have force or affect after a sale?)

JejfZyontz
Legislative Attorney Montgomery County Council 240 777 7896

Jones, Diane (CEX)

From: Sent: To:
Fisher, John Tuesday, December 07, 2010 4:07 PM 'Larry Stern'; 'Eli Newman'; Brenneman, Cynthia; Fitzgerald, Bernie Jones, Diane (CEX}; 'bd@avhlaw.com' RE: purchase docs - Execution Form 00173162.DOC; 00173258.DOC; 00173267.DOC High

Cc:
Subject: Attachments:

Importance:

** Attached file(s):
Declaration of Covenants - Final version (00173162.DOC) Deed final with amendment (JJF 12-7-10 clean) (00173258.DOC) Amendment No. 1(JJF12-7-10 clean) (00173267.DOC) Let's try one last time. Attached are the execution form of the documents (note an addition to the signatory changes I have also added a title to Section 11 of Amendment No. 1, which is identical to the corresponding provision in the Deed). Larry, Please reconfirm their acceptability. Sorry for the earlier missteps.

Regards, John J. Fisher Associate County Attorney Office of the County Attorney 101 Monroe Street, 3rd Floor Rockville, MD 20850 Main (240) 777-6700 Direct (240) 777-6736 Fax (240) 777-6705 John.Fisher@montgomerycountymd.gov

CONFIDENTIALITY NOTICE: The contents of this email may be confidential under the attorney-client privilege, the work-product doctrine, or other applicable law. If you have received this email in error, you may not copy, distribute, or use its contents, and you are requested to delete the email from your system immediately and notify the sender at 240-777-6700. Thank you.
-----Original Message----From: Fisher, John sent: Tuesday, December 07, 2010 3:53 PM To: 'Larry Stem'; Ell Newman; Brenneman, Cynthia; Fitzgerald, Bernie Cc: Jones, Diane (CEX)~bd@avhlaw.com Subject: RE: purchase docs

Sorry we are going to send further corrections momentarily. Apparently Amendment No.I has Diane signing and Ike in the notary block. Also we may have misspelled Ike's name in one or more of the documents.

Regards, John J. Fisher Associate County Attorney

Office of the County Attorney

101 Monroe Street, 3rd Floor Rockville, MD 20850 Main (240) 777-6700 Direct (240) 777-6736 Fax (240) 777-6705 John.Fisher@montgomerycountymd.gov CONFIDENTIALITY NOTICE: The contents of this email may be confidential under the attorney-client privilege, the work-product doctrine, or other applicable law. If you have received this email in error, you may not copy, distribute, or use its contents, and you are requested to delete the email from your system immediately and notify the sender at 240-777-6700. Thank you.

-----Original Message----From: Larry Stern [mailto:lstern@wflaw.com] Sent: Tuesday, December 07, 2010 3:45 PM To: Fisher, John; Eli Newman; Brenneman, Cynthia; Fitzgerald, Bernie Cc: Jones, Diane (CEX); bd@avhlaw.com Subject: RE: purchase docs No problem and this is to confirm that these are the execution ready documents. Thanks, Lawrence S. Stern West & Feinberg, P.C. 4550 Montgomery Avenue Suite 775N Bethesda, MD 20814 301-951-1520 301-951-1525 (Fax)

The information contained in this communication may be confidential, is intended only for the use of the recipient named above, and may be legally privileged. If the reader of this message is not the intended recipient, you are hereby notified that any dissemination, distribution, or copying of this communication, or any of its contents, is strictly prohibited. If you have received this communication in error, please resend this communication to the sender and delete the original message or any copy of it from your computer system. IRS Rules of Practice require us to inform you that to the extent this written communication, including any attachments, contains a discussion of any federal tax matter, it is not intended or written by us to be used by anyone for the purpose of avoiding federal tax penalties that may be imposed by the federal government. In addition, this written communication may not be used to support the promotion or marketing of the transaction or matter addressed herein. Anyone other than
2

the recipient who reads this communication independent tax advisor.

is advised to seek advice based on their particular circumstances from an

From: Fisher, John [mailto:John.Fisher@montgomerycountymd.gov] Sent: Tuesday, December 07, 2010 3:35 PM

To: Larry Stern; Eli Newman; Brenneman, Cynthia; Fitzgerald, Bernie Cc: Jones, Diane {CEX); bd@avtilaw.com Subject: RE: purchase docs Importance: High

**Attached file(s): Declaration of Covenants- Final version (00173162.DOC) Deed final with amendment (JJF 12-7-10 changes) (00173253.DOC) Deed final with amendment (JJF 12-7-10 clean) (00173258.DOC) Amendment No. 1 (JJF 12-7-10 clean) (00173267.DOC) Amendment No. 1 (JJF 12-7-10 changes) (00173261.DOC)

Larry and Eli,

Minor change to the Deed that apparently was not picked up in the package you (Larry) sent me, see 00173253.DOC showing minor redline change to the modified condemnation section of the Deed. See also 00173261.DOC, the redline of Amendment No. 1 which carries the modified condemnation language into Amendment No. 1 as a new Section 11. The three attached clean versions of the documents (i) the Declaration of Covenants - 00173162.DOC, (ii) the Deed 00173258.DOC, and (iii) Amendment No. 1 - 00173267.DOC are the final versions of the documents which the County will be executing.
Larry, Please confirm by return email that the documents are acceptable before I start processing them for execution by the County.

Regards, John J. Fisher Associate County Attorney Office of the County Attorney 101 Monroe Street, 3rd Floor Rockville, MD 20850 Main (240) 777-6700 Direct (240) 777-6736 Fax (240) 777-6705 John.Fisher@montgomerycountymd.gov
CONFIDENTIALITY NOTICE: The contents of this email may be confidential under the attorney-client privilege, the work-product doctrine, or other applicable law. If you have received this email in error, you may not copy, distribute, or use its contents, and you are requested to delete the email from your system immediately and notify the sender at 240-777-6700. Thank you.

-----Original Message---From: Fisher, John

3

Sent: Tuesday, December 07, 2010 1:23 PM To: 'lstern@wflaw.com'; 'Eli Newman'; Brenneman, Cynthia; Fitzgerald, Bernie Cc: Jones, Diane (CEX); 'bd@avhlaw.com" Subject: FW: purchase docs Larry and Eli, Both of the attached are the correct and final versions of the covenants and deed respectively. I will be sending the final version of the Amendment to both of you shortly so you (Larry) can confirm it as the correct and final version. We then plan to have all of three documents delivered to Diane to be held by her to be signed by the County Executive (CE) on 12/16 after the Board of Public Works has approved the sale. The CE's office will then have them couriered to Eli on the 16th for execution by the Academy on the 17th and to have the covenants and deed recorded by Eli and to provide the County and the Academy with copies of the recorded deed and covenants and return them to the County along with one of the two originals of the amendment that will also be couriered to Eli as part of the documents on the 16th. Cynthia and/or Bernie, Can one of you please obtain and provide to Eli the wiring instructions for the purchase price. Eli, I assume that you will be preparing the settlement statements. Please forward them to the County for approval and si~nature as soon as you can. We will hold the signed settlement statement(s) for execution and delivery on the 16t to you along with the other documents. What else, if anything, other than the signed documents, wiring instructions and a signed settlement statement do you need from the County to complete the settlement on the

I 7'h? Regards, John J. Fisher Associate County Attorney Office of the County Attorney 101 Monroe Street, 3rd Floor Rockville, MD 20850 Main (240) 777-6700 Direct (240) 777-6736 Fax (240) 777-6705 John.Fisher@montgomerycountymd.gov

CONFIDENTIALITY NOTICE: The contents of this email may be confidential under the attorney-client privilege, the work-product doctrine, or other applicable law. If you have received this email in error, you may not copy, distribute, or use its contents, and you are requested to delete the email from your system immediately and notify the sender at 240-777-6700. Thank you.

----Original Message---From: Larry Stern [mailto:lstern@wflaw.com] Sent: Tuesday, December 07, 2010 12:07 PM
4

To: Fisher, John

Cc: Eli Newman
Subject: RE: purchase docs

Hi, I believe these are the final versions in word for the deed and the declaration (but please check against the pdf). I don't believe I ever saw a word version of the final lease amendment simply because as you' recall, we'd gone back/forth on the amendment and then once we finalized that, you were just going to insert the modified condemnation provision into the lease amendment which you did. Lawrence S. Stern West & Feinberg, P.C. 4550 Montgomery Avenue Suite 775N Bethesda, MD 20814 301-951-1520 301-951-1525 (Fax)

The information contained in this communication may be confidential, is intended only for the use of the recipient named above, and may be legally privileged. If the reader of this message is not the intended recipient, you are hereby notified that any dissemination, distribution, or copying of this communication, or any of its contents, is strictly prohibited. If you have received this communication in error, please resend this communication to the sender and delete the original message or any copy of it from your computer system. IRS Rules of Practice require us to inform you that to the extent this written communication, including any attachments, contains a discussion of any federal tax matter, It is not intended or written by us to be used by anyone for the purpose of avoiding federal tax penalties that may be imposed by the federal government. In addition, this written communication may not be used to support the promotion or marketing of the transaction or matter addressed herein. Anyone other than the recipient who reads this communication is advised to seek advice based on their particular circumstances from an independent tax advisor.

From: Fisher, John [mailto:John.Flsher@montgomerycountymd.gov]

sent: Tuesday, December 07, 2010 11:34 AM

To: Larry Stem

Cc: Eli Newman Subject: RE: purchase docs Importance: High

Thanks. Yes please send Eli and me word versions of the (i) Amendment# l ,(ii) Declaration of Covenants and (iii) the Deed and reservation of Right to Repurchase in the form contained in the pdf you sent.

Regards, John J. Fisher Associate County Attorney Office of the County Attorney 101 Monroe Street, 3rd Floor Rockville, MD 20850 Main (240) 777-6700

Direct (240) 777-6736 Fax (240) 777-6705 John.Fisher@montgomerycountymd.gov

CONFIDENTIALITY NOTICE: The contents of this email may be confidential under the attorney-client privilege, the work-product doctrine, or other applicable law. If you have received this email in error, you may not copy, distribute, or use its contents, and you are requested to delete the email from your system immediately and notify the sender at 240-777-6700. Thank you.
-----Original Message----From: Larry Stern [mallto:lstem@wflaw.com] Sent: Monday, December 06, 2010 5:47 PM To: Fisher,John Cc: Eli Newman Subject: purchase docs Hi, I have a word version if you need them but these were the docs in pdf format that were approved by the council. Thanks, Lawrence S. Stern West & Feinberg, P.C. 4550 Montgomery Avenue Suite 775N Bethesda, MD 20814 301-951-1520 301-951-1525 (Fax)

The information contained in this communication may be confidential, is intended only for the use of the recipient named above, and may be legally privileged. If the reader of this message is not the Intended recipient, you are hereby notified that any dissemination, distribution, or copying of this communication, or any of its contents, is strictly prohibited. If you have received this communication in error, please resend this communication to the sender and delete the original message or any copy of it from your computer system. IRS Rules of Practice require us to inform you that to the extent this written communication, including any attachments, contains a discussion of any federal tax matter, it is not intended or written by us to be used by anyone for the purpose of avoiding federal tax penalties that may be imposed by the federal government. In addition, this written communication may not be used to support the promotion or marketing of the transaction or matter addressed herein. Anyone other than the recipient who reads this communication is advised to seek advice based on their particular circumstances from an independent tax advisor.

PARCEL ID NO. 13-502-954274 DEED AND RESERVATION OF RIGHT TO REPURCHASE THIS DEED AND RESERVATION OF RIGHT TO REPURCHASE (the "Deed"), is made this_ day of 2010, by and between MONTGOMERY COUNTY, MARYLAND, a body corporate and politic and a political subdivision of the State of Maryland (the "GRANTOR") and the MELVIN J. BERMAN HEBREW ACADEMY, a District of Columbia nonstock corporation organized under the laws of the District of Columbia and qualified to do business in the State of Maryland and having a determination letter from the Internal Revenue Service as to its status as a qualified organization under 501 (c) (3) of the Internal Revenue Code of 1986, as amended and the successors, heirs and assigns of the MELVIN J. BERMAN HEBREW ACADEMY (the "GRANTEE"), (the GRANTOR and GRANTEE together the "Parties"). IN CONSIDERATION of the payment of One Million Nine Hundred Fourteen Thousand Eight Hundred Sixty Dollars ($1,914,860.00) by GRANTEE TO GRANTOR, and of GRANTEE's past expenditures to rehabilitate the Property, and in reliance upon GRANTEE's acceptance of the covenants and conditions contained in the declaration of covenants attached hereto as Exhibit A (the "Declaration of Covenants"), and GRANTOR's right to repurchase recited below, the GRANTOR does hereby grant to GRANTEE as sole owner in fee simple absolute, subject to the limitations set forth in the Declaration of Covenants and GRANTOR's rights to reacquire the Property as covenanted below, certain property located in Montgomery County, Maryland, known as the former Peary Senior High School, consisting of all that piece or parcel of land described in the deed between the Board of Education of Montgomery County, Maryland and Montgomery County, Maryland dated October 17, 1994, and recorded among the Land Records of Montgomery County, Maryland in Liber 13060, folio 122, et seq., more particularly described as All that parcel of land conveyed to the Board of Education of Montgomery County, Maryland by Edith E. Matthews, by deed dated April 28, 1958, and recorded among the Land Records of Montgomery County, Maryland, at Liber 2457, Folio 339 consisting of a total of 19.52 acres, more or less, being known as the former Peary Senior High School. together with all improvements, rights, privileges and appurtenances to the same belonging, subject to the conditions and covenants stated below (the "Property") TO HAVE AND TO HOLD the Property, and all improvements thereon, to the use and benefit of the GRANTEE as sole owner; SUBJECT, HOWEVER, to all easements, covenants and restrictions of record, including, without limitation, the Declaration of Covenants and to the following right of GRANTOR to reacquire the Property:

RIGHT TO REPURCHASE GRANTOR hereby grants the Property to GRANTEE and GRANTEE accepts the Property subject to the limitation that the Property may be used only for private educational use, and as incidental uses related and accessory to use for private educational purposes, use for daycare and worship services, private educational day camp and private religious education center. GRANTEE must not change the use of the Property, or sell, or transfer (with or without consideration) the Property to any person or entity for any use other than such operation of a private educational facility and such related and accessory uses unless and until GRANTEE has first offered to sell the Property (including any secular (non-religious) improvements hereafter constructed thereon) to GRANTOR for the Repurchase Price as that term is defined in Amendment No. 1 (the "Amendment") to that certain lease of the Property by and between GRANTOR and GRANTEE dated March 29, 1996 (the "Lease"); and in accord with the terms and conditions of the Lease Amendment regarding exercise of the County's Repurchase Right (as defined in the Amendment). REAQUISITION BY MODIFIED CONDEMNATION In addition to the Grantor's Repurchase Right provided for above, nothing herein is intended to be in limitation of the Grantor's right of eminent domain. If a condemnation action is brought based on need by the Montgomery County Public School System (MCPS) for a school, Grantor shall have the right to reacquire the Property by condemnation, provided however, that in any such condemnation action the Grantor and Grantee agree that (i) the fair market value of the Property otherwise required to be paid by the Grantor to the Grantee in any such condemnation action is waived by Grantee and the Grantor and Grantee instead agree that the fair market value of the Property payable by the County in any such condemnation action for an MCPS school shall be an amount equal to the Repurchase Price as provided in Section 7 of Amendment No. 1 to the Lease, (ii) in the event the Grantor prevails in the condemnation action, notwithstanding any provision to the contrary regarding the timing of transfer of title and possession of the Property provided by law, the Grantor waives any such rights and the Grantor and Grantee agree that the time in which the Grantor shall be entitled to the transfer of title to the Grantor and repossession of the Property by the Grantor after the condemnation action becomes final and non-appealable, shall be not less than five (5) years from the date that such condemnation becomes final and non-appealable, (iii) Grantee, except with respect to the fair market value compensation for the Property which shall be instead controlled by subsection (i) of this provision, shall be entitled to any and all other compensation to which Grantee might otherwise be entitled in any condemnation action, including without limitation any relocation expenses; and (iv) notwithstanding the provisions of subsection (ii) if the Grantee tenders title to the Property to the Grantor at any time before or after the condemnation action becomes final and non-appealable, then upon the occurrence of such event, Grantor shall pay to Grantee the Repurchase Price at that time and Grantee during the five (5) year period provide for in subsection (ii) shall be entitled to continue to occupy the Property under the same terms and conditions as provided in the Lease and upon the conclusion of such five (5) year period Grantee shall thereupon vacate the Property leaving it in the condition as provided in the Lease and the Grantee shall have no further right to possession or occupancy of the Property.

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IN WINESS WHEREOF, the Parties have executed this Deed under seal on the date first written above, it being the specific intention of the Parties to create a specialty.

WITNESS OR ATIEST:

MONTGOMERY COUNTY, MARYLAND By: Isiah Leggett County Executive Date: ----------(SEAL)

MELVIN J. BERMAN HEBREW ACADEMY By: Daphna Raskas President Date: (SEAL)

----------~

RECOMMENDED: DEPARTMENT OF GENERAL SERVICES By: David E. Dise, Director Department of General Services Date: -----------APPROVED AS TO FORM AND LEGALITY OFFICE OF THE COUNTY ATTORNEY By: John J. Fisher Associate County Attorney Date:

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

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STATE OF MARYLAND, COUNTY OF MONTGOMERY, to wit: ON THIS day of 2010, before me, the undersigned officer, personally appeared Isiah Leggett, County Executive for Montgomery County, Maryland, known to me to be the person whose name is subscribed to the foregoing, who did fully acknowledge that he executed the same as his voluntary act and deed for the purposes therein contained. WITNESS my hand and official seal the same day and year first above written.

Notary Public

My Commission Expires: ---------

STATE OF MARYLAND, COUNTY OF MONTGOMERY, to wit: ON THIS day of 2010, before me, the undersigned officer, personally appeared Daphna Raskas, President of the Melvin J. Berman Hebrew Academy, known to me to be the person whose name is subscribed to the foregoing, who did fully acknowledge that he executed the same as his volunta.r-yact and deed for the purposes therein contained. WITNESS my hand and official seal the same day and year first above written.

Notary Public

My Commission Expires:

CERTIFICATION: This Deed has been prepared by the undersigned, an attorney duly admitted to practice before the Court of Appeals of Maryland.

John J. Fisher Associate County Attorney

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AMENDMENTNO.l This Amendment No. 1 (this "Amendment") is entered into the day and date below written by and between MONTGOMERY COUNTY, MARYLAND, a political subdivision of the State of Maryland, hereinafter called "County" or "Lessor", and MEL VIN J. BERMAN HEBREW ACADEMY, formerly known as THE HEBREW ACADEMY OF GREATER WASHINGTON, INC., a non-profit educational organization incorporated in the District of Columbia, with its principal offices located at 13300 Arctic Avenue, Rockville, Maryland, hereinafter called "Lessee." Collectively hereinafter referred to as the "Parties." WITNESS ETH WHEREAS, the County and Lessee entered into a lease dated March 29th; 1996 (the "Lease") for the lease of certain property located in Montgomery County, Maryland, known as the former Peary Senior High School, which consists of 19.52 acres of land, more or less, then improved with a building comprising approximately 220,000 square feet, together with any and all then existing site improvements, appurtenant rights and benefits of the parcel, located at 13300 Arctic Avenue, Rockville, Montgomery County, Maryland, known as Parcel P209, on Tax map HR 21, as recorded in Liber 13060 at Folio 122 among the land records of Montgomery County, Maryland, as shown on Exhibit A attached to the Lease, which land and improvements were therein artd are herein collectively referred to as the "Property" except that as herein used the term Property also includes all improvements constructed on the land since the date of the Lease or hereafter constructed on the land by the Lessee (the "Property"); WHEREAS, the Lease in Article III granted to the Lessee the right to purchase the Property at any time during the 25 year term or during any of the three five year extensions, subject to the approval of the Montgomery County Executive ("County Executive") and the Montgomery County Council ("County Council"), and subject to any restrictions, conditions or requirements which the County Executive and the County Council might elect to attach to the purchase WHEREAS, the Lessee's right to purchase the Property under the Lease was further subject to the approval of the State of Maryland Board of Public Works ("Board of Public Works") which also had the right to elect to place restrictions, conditions or requirements on the purchase WHEREAS, the Lease further provided that the Lessee's right to purchase and the County's acceptance thereof was to be exercised in accordance with all applicable State and local statutes and regulations governing the disposition of public property; WHEREAS, Article III further provided that the "baseline" price of the Property was to be established by a certain method involving appraisals of the Property all as more specifically set forth in Article III of the Lease and further provided that the baseline price was to be adjusted annually pursuant to a CPI index also all as more specifically set forth in Article III of the Lease; WHEREAS, the Lease further provided in Article XXXVI that certain community uses of the Property as set forth in Article XXXVI were to be preserved and reserved for use by the public pursuant to a recorded declaration of covenants preserving and reserving to the public the community uses as set forth in Article X:XXVI of the Lease in the event Lessee purchased the Property;

WHEREAS, the County Council Resolution (Resolution No.: 12..,1874) adopted November 29, 1994, authorizing the disposition of Peary High School and authorizing an eventual sale of the Property stated that the Property's preferred reuse was to lease the Property to a private school with a lease that should not preclude the future reestablishment of a public education facility on the Property; and

WHEREAS, Lessee has notified the County that it is now exercising its option to purchase the Property and the County is agreeable to selling the Property upon the terms and conditions hereinafter set forth.

NOW THEREFORE, in consideration of the above recitals (which are incorporated

herein) and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged by the Parties and subject to the terms, conditions and covenants hereinafter provided for the County does hereby agree to sell and the Lessee does hereby agree to purchase the Property in accordance with the following terms and conditions. 1. Purchase Price. The Parties agree that the unadjusted "baseline" price under the Lease is One Million Four Hundred Twenty-nine Thousand Dollars ($1,429,000.00), and that through, December 17, 2010, the adjusted purchase price for the Property shall be One Million Nine Hundred Fourteen Thousand Eight Hundred Sixty Dollars ($1,914,860.00) payable by wire transfer from the Lessee to the County on the Settlement Date (the "Purchase Price"). If the Settlement Date is after December 17, 2010, the Purchase Price shall be equal to the product of One Million Four Hundred Twenty-nine Thousand Dollars ($1,429,000.00) multiplied by a fraction, the numerator of which shall be the most recently preceding published December CPI All Urban index and the denominator of which shall be the published December 1997 CPI All Urban 1982-1984 index, (the "Adjusted Price''). 2. Settlement Date. Settlement on the Property shall occur within thirty (30) days of the date that all Approvals (as defined in Section 3, below) for the sale of the Property have been obtained and have become final and non-appealable without the rejection by the Lessee of any conditions to such Approvals as set forth in Section 3 below (the "Settlement Date"). On the Settlement Date, the County shall execute and deliver to Lessee a special warranty deed in recordable form conveying fee simple title to the Property, free and clear of any liens and encumbrances as of the date of the Lease (March 29, 1996). 3. Approvals. The sale of the Property is subject to (i) the approval of the County Council and any restrictions, conditions, or requirements imposed on the sale by the County Council which approval shall be evidenced by the adoption of a resolution by the County Council authorizing the sale of the Property; and (ii) the approval of (if any may be required) the Board of Public Works and any restrictions, conditions, or requirements imposed on the sale by the Board of Public Works which approval shall be evidenced by appropriate action of the Board of Public Works authorizing the sale (if any may be required); and (iii) compliance with all applicable State and local statutes and regulations governing the disposition of the Property (the "Approvals"). Lessee cannot reject any conditions that are expressly required by the Lease. Lessee may reject any other conditions of the Approvals within thirty (30) days of issuance of the respective Approvalin which case the Lease shall remain in effect and Lessee shall have the right to continue its tenancy pursuant to the Lease as amended hereby. Lessee's rejection of a condition must be exercised in
2

writing to be valid and if not so exercised within the thirty (30) day period, Lessee shall be deemed

to be exercising the purchase subject to the conditions, if any, of the Approval( s). 4. Covenants. A declaration of covenants shall be recorded on or before the Settlement Date preserving and reserving to the County for the benefit of the public, use of the Property in accord with the community uses set forth in Article XXXVI of the Lease, all as more specifically set forth in the Declaration of Covenants attached hereto as Exhibit A. 5. Additional Covenants. The declaration of covenants referenced in Section 4 above shall also include covenants containing restrictions and requirements with respect to insurance, maintenance and use of the Property; and containing a further covenant prohibiting the abandonment or lack of use of the Property as a school (an "Abandonment") for any consecutive one hundred and eighty (180) weekday period of time unless such lack of use is attributable to renovations or restoration of the Property that would preclude use of the Property during such period of time and which renovations or restoration are at all times being duly and diligently pursued, all as more specifically set forth in the Declaration of Covenants attached hereto as. Exhibit A. , 6. Repurchase Right. The County shall have the right to repurchase the Property in the event of an Abandonment or if at any time Lessee agrees to sell the Property to any purchaser for any use other than for use as a validly licensed private school or educational institution (a "Proposed Sale"). In the event of any Proposed Sale to a purchaser as provided in this Section, the sales agreement shall be made contingent upon the right of the County to repurchase the Property and Lessee shall provide the County with not less than ninety (90) days notice of the Lessee's execution of the sales agreement and the County shall have the right by written notice to the Lessee at any time during such ninety (90) day period to give notice to the Lessee of its intent to repurchase the Property (the "Repurchase Right"). Any exercise of the Repurchase Right by the County shall be subject to the appropriation of funds by the County Council for such purpose which appropriation must be obtained by the County within one hundred and eighty (180) days of the date the County gives written notice to the Lessee of the County's intent to exercise its Repurchase Right; provided however, that if the one hundred and eighty (180) day period includes any time period between July 1st and September 30th the time in which to obtain the appropriation shall be extended day for day by the number of days equal to the number of days of the one hundred and eighty (180) days falling during any period between July 1st and September 30th ("The Appropriation Period"). If the County fails to obtain the appropriation within the Appropriation Period, the County's right to purchase the Property shall lapse and shall be of no further force and effect; provided, however, that if for any reason the Proposed Sale is cancelled, the County's Repurchase Right shall not be deemed to have been exercised and the County shall not be obligated to repurchase the property nor shall the County's Repurchase Right fail or lapse but instead the County shall have a continuing Repurchase Right with respect to any subsequently occurring Proposed Sale or Abandonment. 7. Repurchase Price. The repurchase price by the County pursuant to Section 6 shall be at an amount equal to the sum of (a) the Purchase Price (as set forth in Section 1, above) increased annually starting on the first anniversary date of this Amendment and on each anniversary thereafter until the Repurchase Settlement Date (as defined in Section 8, below) by a fraction the numerator of which shall be the most currently published value of the index now known as the "'U.S. Department oflabor, Bureau of Labor Statistics, Consumer Price Index for all
3

Urban Consumers, All Items, (1984

= 100)'', and the denominator of which shall be the value for said index published for the month and year of the Settlement Date (as defined in Section 2, above), plus (b) the lesser of(i) the sum of the construction cost of improvements made to the Property since the date of the Lease which amount is Eight Million Two Hundred Forty-Five Thousand Two Hundred Ninety-Nine Dollars ($8,245,299) (which amount Lessee represents and warrants accurately reflects the actual cost thereof and which representation and warranty Lessee acknowledges the County is relying upon in agreeing to such amount) plus the cost of any Qualified Elective Capital (non religious) Improvements (as that term is defined in the Lease) made after the date of this Amendment the cost of which shall be submitted by Lessee to the County and subject to the County's verification thereof (such sum shall be referred to hereafter as the "Aggregate Lessee Improvements"), or (ii) the Appraised Improvements Value (as defined in Section 9, below). (The "Repurchase Price").
8. Repurchase Settlement Date. If the County exercises its Repurchase Right, settlement shall occur not sooner than ninety (90) days and not later than one hundred and eighty (180) days from the date that the County Council appropriates the funds necessary to pay the Repurchase Price. 9. Appraised Improvements Value. The Appraised Improvement Value shall be the replacement cost of all Aggregate Lessee Improvements existing on the Property at the time the County gives notice of its intent to exercise its Repurchase Right less appropriate depreciation normally used by an appraiser taking into account the conditions of the Aggregate Lessee Improvements at the time of the appraisal which appraisal valuation date shall be as of the date the County gives notice to Lessee of its intent to exercise its Repurchase Right. 10. Determination of Appraised Improvements Value. The Appraised Improvements Value shall be determined using one of the following methods as agreed to by the Parties: (i) a single appraiser agreed to by the Parties whose appraisal shall be final and non-appealable; or (ii) each party shall select an appraiser and, ifthe appraisals are within ten percent (10%) of each other, the average of the two (2) appraisals shall constitute the agreed final and non-appealable Appraised Improvements Value; or (iii) if the Parties choose method (ii) and the two (2) appraisals differ by more than ten percent 10%), then the two appraisers shall select a third appraiser, provided that, if the two appraisers are unable to agree upon a third appraiser, then either party may request that the Washington D.C. Metro Area Chapter of the Appraisal Institute select a third appraiser (the "Third Party Appraiser") and such Third Party Appraiser shall, based on a review of the two appraisals and based on the Third Party Appraiser's own independent appraisal of the Appraised Improvements Value determine the Appraised Improvements Value which shall constitute the agreed and non-appealable Appraised Improvements Value. The term appraiser as used in this section shall mean a licensed real estate appraiser having experience in the valuation of improved real estate in the Washington, D.C. metropolitan area, and who is a member of the Appraisal Institute (Each certified as an "MAI appraiser"). 11. Reaguisition By Modified Condemnation. In addition to the Grantor's Repurchase Right provided for above, nothing herein is intended to be in limitation of the Grantor's right of eminent domain. If a condemnation action is brought based on need by the Montgomery County Public School System (MCPS) for a school, Grantor shall have the right to reacquire the Property by condemnation, provided however, that in any such condemnation action the Grantor and Grantee agree that (i) the fair market value of the Property otherwise required to be paid by the
4

Grantor to the Grantee in any such condemnation action is waived by Grantee and the Grantor and Grantee instead agree that the fair market value of the Property payable by the County in any such condemnation action for an MCPS school shall be an amount equal to the Repurchase Price as provided in Section 7 of Amendment No. 1 to the Lease, (ii) in the event the Grantor prevails in the condemnation action, notwithstanding any provision to the contrary regarding the timing of transfer of title and possession of the Property provided by law, the Grantor waives any such rights and the Grantor and Grantee agree that the time in which the Grantor shall be entitled to the transfer of title to the Grantor and repossession of the Property by the Grantor after the condemnation action becomes final and non-appealable, shall be not less than five (5) years from the date that such condemnation becomes final and non-appealable, (iii) Grantee, except with respect to the fair market value compensation for the Property which shall be instead controlled by subsection (i) of this provision, shall be entitled to any and all other compensation to which Grantee might otherwise be entitled in any condemnation action, including without limitation any relocation expenses; and (iv) notwithstanding the provisions of subsection (ii) if the Grantee tenders title to the Property to the Grantor at any time before or after the condemnation action becomes final and non-appealable, then upon the occurrence of such event, Grantor shall pay to Grantee the Repurchase Price at that time and Grantee during the five (5) year period provide for in subsection (ii) shall be entitled to continue to occupy the Property under the same terms and conditions as provided in the Lease and upon the conclusion of such five (5) year period Grantee shall thereupon vacate the Property leaving it in the condition as provided in the Lease and the Grantee shall have no further right to possession or occupancy of the Property. 12. Release of Covenants. In the event the Lessee sells the Property to any purchaser, pursuant to any Proposed Sale, and the County fails to exercise its Repurchase Right, as provided in Section 6 above, then in such event the County agrees (at no cost to the County) that it will execute such instrument(s) as may reasonably be requested of it by the Lessee or purchaser releasing the declaration of covenants excepting the covenant regarding community use set forth in the Declaration of Covenants attached hereto as Exhibit A which covenant shall remain in full

force and effect and continue to run with the Property. 13. Authority to Bind. The undersigned, by their signatures, individually represent and warrant that this Amendment and its execution has been duly authorized by all necessary actions whatsoever on the part of each party to this Amendment, and that they are duly authorized and empowered to execute this Amendment and that this Amendment is binding on the respective party on whose behalf they are signing this Amendment. 14. Authorship and Interpretation. Each party acknowledges that this Amendment is entirely the product of the collective joint drafting efforts of the Parties and their respective legal counsel, and should there be any claim of ambiguity, it shall not be construed more strictly against (or more favorably for) either party solely as a result of that party's particular contribution to this effort. 15. Successors and Assigns. The terms of this Amendment shall be binding upon and fully enforceable against the successors, successors-in-title, and assigns of the Parties to this Amendment. 16. Severability. If any provision of this Amendment proves to be illegal, invalid or unenforceable, the remainder of this Amendment shall not be affected by such finding, and in lieu
5

of each provision of this Amendment that is illegal, invalid or unenforceable, a provision will be added as a part of this Amendment as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable. 17. Entire Agreement. This Amendment sets forth the entirety of the undertakings and obligations of the Parties hereto with respect to the matters addressed herein and supersedes all prior understandings and agreements, and the Parties acknowledge that they have not relied upon any representations by the other party as to the matters set forth herein apart from those set forth in this Amendment. 18. Modifications. Any modifications of this Amendment must be in writing and signed by both of the Parties to this Amendment. 19. Governing Law. This Amendment shall be governed by and interpreted in accordance with the laws of the State of Maryland. 20. Venue. The Parties agree that the venue for any suit or dispute arising out of or relating in any way to this Amendment shall be the Circuit Court for Montgomery County Maryland and the Parties hereby waive any right to bring any suit in any other court"or to raise any claim that venue in the Circuit Court for Montgomery County Maryland is for any reason inconvenient or improper. 21. Counterparts. This Amendment may be signed in counterparts, each constituting an original. Photocopies or facsimile transmissions of signatures shall be deemed original signatures and shall be fully binding upon the Parties to the same extent as original signatures. 22. No Assignment of Rights and no Delegation of Duties. The Parties acknowledge that the rights and obligations of each under this Amendment are personal and may not be assigned or delegated by either party without the prior written consent of the other party, which consent may be granted, withheld or conditioned as the party in its sole discretion shall determine, provided however, that either party may act through a properly authorized agent having authority to act on behalf of the party. Either party shall provide to the other party upon request written evidence of the authority of any such agent to act on behalf of the party. 23. Recording. Lessee and County shall each have the right to record this Amendment, or to execute a Memorandum of this Amendment and have it properly acknowledged for the purpose of recording. Such Memorandum shall have included therein such of the provisions hereof as may be requested by either of the Parties. The cost of recording such a Memorandum or the Amendment (including all stamps, conveyance, recordation and other taxes incident thereto) shall be borne by the party so requesting. 24. Full Force and Effect. Except as expressly provided in this Amendment the Lease shall remain otherwise in full force and effect until the Settlement Date upon which date the Lease shall expire and be of no further force or effect. 25. Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THE RIGHT TO TRIAL BY JURY ON ANY DISPUTE OR MATTER ARISING FROM THE LEASE OR THIS AMENDMENT.
6

26. Effective Date. The Effective Date of this Amendment is the date upon which all the signature pages hereto are fully executed and delivered. to each of the Parties (either as originals or as facsimile copies, or both).

SIGNATURE PAGE FOLLOWS

IN WITNESS WHEREOF, the Parties have affixed their signatures to this Amendment on

the day and date below written. MONTGOMERY COUNTY, MARYLAND By: Isiah Leggett County Executive Date:~---------~ MELVIN J. BERMAN HEBREW ACADEMY By: Daphna Raskas President Date:----------~ (SEAL) (SEAL)

WITNESS OR ATTEST:

RECOMMENDED: DEPARTMENT OF GENERAL SERVICES By:__ ~~;;[ David E. Dise, Director Department of General Services

Date:~-----------APPROVED AS TO FORM AND LEGALITY OFFICE OF THE COUNTY ATTORNEY By: John J. Fisher Associate County Attorney Date: _

STATE OF MARYLAND, COUNTY OF MONTGOMERY, to wit: ON THIS day of , 2010, before me, the undersigned officer, personally appeared Isiah Leggett, County Executive for Montgomery County, Maryland, known to . me to be the person whose name is subscribed to the foregoing, who did fully acknowledge that he executed the same as his voluntary act and deed for the purposes therein contained. WITNESS my hand and official seal the same day and year first above written.

Notary Public

My Commission Expires:

STATE OF MARYLAND, COUNTY OF MONTGOMERY, to wit: ON THIS day of , 2010, before me, the undersigned officer, personally appeared Daphna Raskas, President of the Melvin J. Berman Hebrew Academy known

to me to be the person whose name is subscribed to the foregoing, who did fully acknowledge that he executed the same as his voluntary act and deed for the purposes therein contained. WITNESS my hand and official seal the same day and year first above written.

Notary Public

My Commission Expires: --------

TO:

Department of Finance Jennifer Barrett, Director Pat Siok, Coordinator, 7-2507

TODAY'S DATE:

FROM:

02/11/2011 DUE DATE:

INSTRUCTIONS

Handle As Appropriate cc: Diane Jones/FYI

STATE OF MARYLAND

PUBLIC SCHOOL CONSTRUCTION PROGRAM

200 W. BALTl MORE STREET BALTl MORE, MARYLAND 21201 410-767-0617 DAVID G. LEVER
EXECUTIVEDIRECTOR

MARTIN O'MALLEY
GOVERNOR

INTERAGENCY COMMITTEE ON SCHOOL CONSTRUCTION

NANCY S. GRASMICK
CHAIRPERSON

February 4, 2011

The Honorable Isiah Leggett Montgomery County Executive 101 Monroe Street Rockville, MD 20850 RE: Board of Public Works Approval for reimbursement to the State for the sale of Fonner Robert Peary Senior High School

Dear Mr. Leggett On January 26, 2011, the Board of Public Works (BPW) approved the reimbursement of $82,402 by Montgomery County Government for the State's portion of the proceeds from the County's sale of the Fonner Robert Peary Senior High School, located at 13300 Arctic Circle, Rockville, Maryland 21040. A copy of the item presented to the Board of Public Works is attached for your information. The total sales proceeds were $1, 192, 198. PSCP staff has detennined that $82,402 is owed to the State from the sale. This amount is based only on the funding that the State invested in the building for renovations. The State did not participate in site acquisition, and the debt related to the State's participation in the original construction was previously paid. Please issue a check in the amount of $82,402, payable to the Comptroller of the Treasury and send to the attention of: Robert C. Crocetti Director of Fiscal Services Public School Construction Program 200 W ..Baltimore Street, Rm. 201 Baltimore MD 21201 If you have any questions concerning this approval, please contact Mr. Robert C. Crocetti at 410-767-0612.

Sincerely,

NB1i~4~
NSG/DGUsm

State uperintendent of Schools Chai erson, lnteragency Committee on School Construction

RECEIVED
FEB 112011
omCBOFTHE COUNI"Y J003CUTIVE

C:

Dr. David Lever Mr. Robert C. Crocetti Mr. Bernie Fitzgerald Mr. Jerry West

State of Maryland

Board of Public Works

80 Calvert Street Annapolis, Maryland 21401 410-260-7335 Fax:410-974-5240 Toll Free: 1-877-591-7320

Martin O'Malley
Governor

NancyKKopp
'Ireasurer

Peter Franchot
Comptroller

Sheila C. McDonald
E:ucutiv~ s~cretary

January 26, 2011

FEB
Dr. David Lever, Executive Director Interagency Committee on School Construction 200 West Baltimore Street Baltimore, Maryland 21201 Re: Secretary's Agenda Items 1, 2, and 11 Dear Dr. Lever: The Board of Public Works at its meeting of January 26, 2011, approved the above referenced items as submitted.
I
'

2 2011
~ ..... -

lL

STATE PUBLIC SCHOOL CONSTRUCTION PROGRAM

.. -------.

A copy of each item indicating the Board's action is attached for your records.

-~~

fJ;l fJrvtAf

Sheila C. McDonald Executive Secretary

Internet address: http//www.bpw.state.md.us E-mail address: bpw@comp.state.md.us l<'M ,.i,., ,...,...,,.;""" imn!'lired: Marvland Relav 711 TTY 410-260-7157 EOE

BOARD OF PUBLIC WORKS

JANUARY

26, 2011

SECRETARY'S AGENDA

Contact: David Lever, 410-767-0610 dlever@msde.state.md.us

2.

STATE PUBLIC SCHOOL CONSTRUCTION PROGRAM

Recommendation: The Interagency Committee on School Construction recommends that the

Board of Public Works approve Montgomery County Government reimbursing the State $82,402 which is the State's portion of the proceeds from the County's sale of the FORMER ROBERT PEARY SENIOR HIGH SCHOOL to the Melvin J. Berman Hebrew Academy.

Background: Reference is made to Secretary's Agenda Item 15 (Dec. 15, 2010), in which the
Board of Public Works approved the sale by Montgomery County of the former Robert Peary Senior High School to the Melvin J. Berman Hebrew Academy (formerly known as the Hebrew Academy of Greater Washington). As a condition of approval, the Board required the Public School Construction Program to determine if any of the sale proceeds are due the State, and if so, return to the Board of Public Works with a recommendation regarding the amount. The total sales proceeds were $1,192,198. PSCP staff has now determined, and Montgomery County agrees, that $82,402 is owed to the State from the sale. This amount is based only on the funding that the State invested in the building for renovations. The State did not participate in site acquisition, and the debt related to the State's participation in the original construction was previously paid.

Authority: COMAR 23.03.02.24-IB, C. The Interagency Committee approved the amount of the
sale proceeds to be paid by Montgomery County on December 20, 2010.

BOARD OF PUBLIC WORKS ACTION: ~ DISAPPROVED

THE ABOVE REFERENCED ITEM WAS: DEFERRED WITHDRAWN

WITHOUT DISCUSSION

Jones, Diane (CEX)

From:
Sent:

To:
Cc:
Subject:

Coveyou, Michael Tuesday, February 23, 2010 9:11 AM Jones, Diane (CEX} Barrett, Jennifer; Fisher, John; Platt, David RE: Berman Academy {Peary High School)

Diane, Here is the calculation, with thanks to David Platt for providing me with the inflation information. Please note that a nonseasonally adjusted inflation rate would lead to a Current Adjusted Price of $1,966,706.56 (about $2k less than the seasonally adjusted index that is used below). Mike

Berman Ac:ademy CUrrmt Adjusted Price Calmlati.on

CPI-U is National Index, Seasonally Adjusted~1982-1984 = 100

Baseline Price Latest CPI-U (January 201 O)

CPl-U December 1997 CPl-U Climge: (B+ C)

c
D
E

$1,464,000 .00 217 .587 161.800

1.345
$1,968,772.36

Current Acljusted Price: (D x A)

-Original Message----From: Jones, Diane (CEX) Sent: Monday, February 22, 2010 9:49 AM To: Coveyou, Mlchael Cc: Fisher, John Subject: Berman Academy (Peary High School) Hi Mike,

We are again engaged with trying to work out with the Berman Academy its purchase option. We have determined that the baseline purchase price for the land would be $1,464,000 in 1997 dollars. Perthe lease,the "baseline" purchase price is to adjusted on an annual basisasfollows: "on the first anniversary of the establishment of the 'baseline' price, and on each anniversary thereafter for the remainder of the lease term or extension thereof, the 'baseline' price shall be multiplied by a fraction, the numerator of which shall be the most currently published value of the index now known as the 'U.S. Department of Labor, Bureau of Labor Statistics, Consumer Price Index for all Urban Consumers, All Items, (1984=100)', and denominator of which shall be the value for said index published for the month and year during which the 'baseline' price was initially established. The resulting number shall be the effective salesprice under which the Lesseemay exercise its option to purchase the Premises." I would assume that the date from which the adjustment should be made is December, 1997 becausethat is the date of the Sapperstein appraisal (the latest appraisal which is also the "shared" appraisal - more information than you need I'm sure) and the baseline price was to be effective for 12 months following the completion of the appraisals (p. 10 of the lease).

L..~

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~~~0

~~ Lease Amendment No. 1 (redlme DJ & JF 5-5-10) AI0-00113

AMENDMENT NO. I This Amendment No. 1 (this "Amendment") is entered into the day and date below written by and between MONTGOMERY COUNTY, MARYLAND, a political subdivision of the State of ~ Maryland, hereinafter called "County" or "Lessor", and MELVIN J. BERMAN HEBREW ~ ACADEMY. formerly known as THE HEBREW ACADEMY OF GREATER WASHINGTON, INC., a non-profit educational organization incorporated in the District of Columbia, with its principal offices located at 13300 Arctic Avenue, Rockville, Maryland, hereinafter called "Lessee." Collectively hereinafter referred to as the "Parties." WITNESSETH WHEREAS, the County and Lessee entered into a lease dated March 29th,1996 (the "Lease") for the lease of certain property located in Montgomery County, Maryland, known as the former Peary Senior High School, which consists of 19.52 acres of land, more or less, then improved with a building comprising approximately 220,000 square feet, together with any and all then existing site improvements, appurtenant rights and benefits of the parcel, located at 13300 Arctic Avenue, Rockville, Montgomery County, Maryland, known as Parcel P209, on Tax map HR 21, as recorded in Liber 13060 at Folio 122 among the land records of Montgomery County, Maryland, as shown on Exhibit A attached to the Lease, which land and improvements were therein and are herein collectively referred to as the "Property" except that as herein used the term Property also includes all improvements constructed on the land since the date of the Lease or hereafter constructed on the land by the Lessee (the "Property"); .WHEREAS, the Lease in Article III granted to the Lessee the right to purchase the \\ Property at any time during the 25 year term or during any of the three five year extensions, subject 1 to the approval of the Montgomery County Executive ("County Executive") and the Montgomery County Council ("County Council"), and subject to any restrictions, conditions or requirements A which the County Executive and the ~ty Council might elect to attach to the purchase. wnh V sucl\aooroval npt;to b~sonaliJ1W~eld; l ~ co:>

<fo

WHEREAS, the Lessee's right to purchase the Property under the Lease was further subject to the approval of the State of Maryland Board of Public Works ("Board of Public Works") which also had the right to elect to place restrictions, conditions or requirements on the purchase, with suet awr<?J.al-BQUO Es.u~na1?P1<lthheld;

N'

WHEREAS, the Lease further provided that the Lessee's right to purchase and the County's acceptance thereof was to be exercised in accordance with all applicable State and local statutes and regulations governing the disposition of public property; WHEREAS, Article III further provided that the "baseline" price of the Property was to be established by a certain method involving appraisals of the Property all as more specifically set forth in Article III of the Lease and further provided that the baseline price was to be adjusted annually pursuant to a CPI index also all as more specifically set forth in Article Ill of the Lease; WHEREAS, the Lease further provided in Article XXXVI that certain community uses of the Property as set forth in Article XX:XVIwere to be preserved and reserved for use by the public

Jones, Diane (CEX)

From:

Sent:

To:
Subjec~:

Jennifer Zukerman [zukermanj@mjbha.org] Monday, March 08, 2010 3:44 PM Jones, Diane (CEX} RE: question about Berman Hebrew Academy

Diane, Thank you very much. This is extremely helpful. Have a great weekend and we will see you on Monday. Jennifer

Sent from my wireless phone. Please excuse brevity, misspellings or grammatical errors. Jennifer Zukerman

From: Jones, Diane (CEX) <Diane.Jones@montgomerycountymd.gov> Sent: Friday, March OS,2010 2:12 PM To: Zukerman, Jennifer <zukermanj@mjbha.org> Cc: Fisher, John <John.Fisher@montgomerycountymd.gov> Subject: RE: question about Berman Hebrew Academy Hi Jennifer, Thank you for asking the question because as I went back through my notes it became clear that I entered a number incorrectly along the way. The methodology I used (but apparently made a mistake on an entry) was asfollows:

METHODl
Unadjusted Frizzell $1,960,000 Unadjusted Donnelly $1,920,000 Unadjusted Sapperstein $1.755,000 Subtotal $5,635,000 Divided by 3 $1,878,333 Less$425,000 demo 425.000 Total $1,453,333

METHOD2
An alternative way of doing this which would be better for the County but not as good for the Berman Academy is to just average the appraisals having left it to the discretion of the appraiser as to whether or not demolition was an appropriate criterion. Thus the average would be asfollows: Frizzell Donnelly Sapperstein Subtotal Divided by 3 $1,500,000 $1;500,000 $1,755.000 $4,755,000 $1,585,000

Under either scenario using the CPIadjuster of 1.345 the totals would be: Method 1-Method 2 -$1,453,333 x 1.345 = $1,954,733 $1,585,000 x 1.345 = $2,131,825

February 12, 2010 Discussion with Berman Academy Land -- Laid out County proposal to average Sapperstein, Mitchell and then deduct $425,000 demolition o o o and then adjust for CPI and Donnelly w/o demolition

DJ will get Glen Wyman or Mike Coveyou to run the CPI We have evidence that Mitchell is ours and that Sapperstein is the split Larry said that he

has evidence that Thorne and Donnelly were commissioned at the

same time - Building would be discussed

Jennifer said that the County was disappointed with the appraisal values and that there was not a question of the methodology. Berman Academy saysthey have no record of getting two appraisals. Larry -- Option 1- take Sapperstein, Mitchell and Thorne and change the buyback - County rejects Thorne Larry - buyback for the building Value the improvements today; if there is a buy back the County would appraise at the time of the buyback and pay the lesser of the two appraisals. John - appraise the improvements at the time of purchase; use three appraiser approach and discard any appraiser that is an outlier by more than 10% (Larry said he is ok with that approach) Berman A~ademy will look at the land proposal and get back to us on it.

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Peary Notes:

Council discussion 11/29/04gyumnassium

Krahnke expressed concern regarding the "recreational

facilities,

and other issues" and County Attorney said that the Iese will have a providion that the

school is available to CUPF for use by the community

Resolution 12-1874 was approved for reuse of Peary "to lease the property to a private school with appropriate auditorium." Resolution - "1. The preferred with the community estagblishment of the outdoor reuse is to lease ..to a private school with appropriate sharing sharing with the community of the outdoor recreations facilities, gymnasium and

recreation facilities, gymnasium and auditorium.

Future re-

of a public education facility at Peary High School should not be precluded under any

lease agreement ...Any sale of the property is subject to prior consent by the County Council..." "3. Any reuse must seek to accommodate the roller blade youth hockey facility ...."??

10/11/2005 -Weast memo to BOEre: Peary recommending opposing disoposition and that if sold there be a provisoin for the county to repurchase the facility under reasonable conditions and at a reasonableprice if needed for school purposes.

PBrecommended against the purchase. Its staff offered also considering selling only the building.

Values Thorne $750,000

$1,952,000 less $425,000 for demolition - assumes institutional use, but note the Donnelly comment on p. 2 "notwithstanding, the present condition of the improvements, they may be suitable for redevelopment for school or other special purpose use." Also comps were improved and some involved condemning authorities. Sapperstein Frizzell $425,000} $1,755,000 $1,960,000 less demolition costs of $460,000 (but note that letter he used said

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Invoice #97-1220

Invoice for Services Rendered

Sapperstein & Associates

December 19, 1997 Client Name and Address: Mr. Stanely Seigel Director of Development The Hebrew Academy of Greater Washington 2010 Linden Lane Silver Spring, MD 20910

Appraisal for: PARCEL 209/19.520 Acres GRID HR-12 TAX MAP HR-121 Aspen Hill, Montgomery County Maryland Less Retainer Paid Delivery Charge

12/20/97

$4,000.00

11/07/97

$2,500.00 $25.00

Balance Due Date of Previous Billings

$1,525.00

1~~~~~~~2 ~~~~~~~-

3~~~~~~~-

4~~~~~~~-

AMENDMENT NO. l This Amendment No. 1 (this "Amendment") is entered into the day and date below written by and between MONTGOMERY COUNTY, MARYLAND, a political subdivision of the State of Maryland, hereinafter called "County" or "Lessor", and THE HEBREW ACADEMY OF GREATER WASHINGTON, INC., a non-profit educational organization incorporated in the District of Columbia, with its principal offices located at 2010 Linden Lane, Silver Spring, Maryland 20910, hereinafter called "Lessee." Collectively hereinafter referred to as the "Parties." WITNESSETH WHEREAS, the County and Lessee entered into a lease dated March 29th, 1996 (the "Lease") for the lease of certain property located in Montgomery County, Maryland, known as the former Peary Senior High School, which consists of 19.52 acres of land, more or less, then improved with a building comprising approximately 220,000 square feet, together with any and all then existing site improvements, appurtenant rights and benefits of the parcel, located at 13300 Arctic Avenue, Rockville, Montgomery County, Maryland, known as Parcel P209, on Tax map HR 21, as recorded in Liber 13060 at Folio 122 among the land records of Montgomery County, Maryland, as shown on Exhibit A attached to the Lease, which land and improvements were therein and are herein collectively referred to as the "Property" except that as herein used the term Property also includes all improvements constructed on the land since the date of the Lease or hereafter constructed on the land by the Lessee (the "Property"); WHEREAS, the Lease in Article III granted to the Lessee the right to purchase the Property, subject to the approval of the Montgomery County Council ("County Council") and the Montgomery County Executive ("County Executive"), and subject to any restrictions, conditions or requirements which the County Executive and the County Council might elect to attach to the purchase; WHEREAS, the Lessee's right to purchase the Property under the Lease was further subject to the approval of the State of Maryland Board of Public Works ("Board of Public Works") which also had the right to elect to place restrictions, conditions or requirements on the purchase; WHEREAS, the Lease further provided that the Lessee's right to purchase and the County's acceptance thereof was to be exercised in accordance with all applicable State and local statutes and regulations governing the disposition of public property;

Ge\\re_
WHEREAS, Article Ill further provided that the "baseline" price of the Property was to b~ce, established by a certain method involving appraisals of the Property all as more specifically set bO..~ ~\<~~ _ forth in Article III of the Lease and further provided that the baseline price was to be adjusted ~e.c... .. f'l.'....,annually pursuant to a CPI index also all as more specifically set forth in Article III of the Lease; WHEREAS, the Lease further provided in Article XXXVI that certain community uses of the Property as set forth in Article XXXVI were to be preserved and reserved for use by the public pursuant to a recorded declaration of covenants preserving and reserving to the public the community uses as set forth in Article XXXVI of the Lease in the event Lessee purchased the Property;

WHEREAS, the County Council Resolution (Resolution No.: 12-1874) adopted November 29, 1996 approving the Lease required that the future reestablishment of a public education facility on the Property was not to be precluded under the Lease; and WHEREAS, Lessee now desires to purchase the Property and the County is agreeable to selling the Property upon the terms and conditions hereinafter set forth. NOW THEREFORE, in consideration of the above recitals (which are incorporated herein) and for other good and value consideration the receipt and sufficiency of which are hereby acknowledged by the Parties and subject to the terms, conditions and covenants hereinafter provided for the County does hereby agree to sell and the Lessee does hereby agree to purchase the Property in accordance with the following terms and conditions. 1. Purchase Price. The purchase price for the Property shall be Dollars ($ ) payable by wire transfer from the Lessee to the County on the Settlement Date (the "Purchase Price").

~\AL/1?JJ
2. Settlement Date. Settlement on the Property shall occur withinj)lllet)'"~ days of the date that all Approvals (as defined in Section 3, below) for the sale of the Property have been obtained and have become final and non-appealable (the "Settlement Date"). 3. Approvals. The sale of the Property is subject to (i) the approval of the County Executive and any restrictions, conditions or requirements imposed on the sale by the County Executive which approval shall be evidenced by the issuance of an Executive Order authorizing the sale of the Property; (ii) the approval of the County Council and any restrictions, conditions, or requirements imposed on the sale by the County Council which approval shall be evidenced by the adoption of a resolution by the County Council authorizing the sale of the Property; (iii) the approval of (if any may be required) the Board of Public Works and any restrictions, conditions, or requirements imposed on the sale by the Board of Public Works which approval shall be evidenced by appropriate action of the Board of Public Works authorizing the sale (if any may be required); and (iv) compliance with all applicable State and local statutes and regulations governing the disposition ofthe Property. (the "Approvals") \he'f" ~~ r+, -\-o r~.\et;~

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4. Covenants. A declaration of covenants shall be recorded on or before the Settlemen Date preserving and reserving to the County for the benefit of the public, use of the Property in accord with the community uses set forth in Article XXXVI of the Lease. 5. Additional Covenants. The declaration of covenants referenced in Section 4 above shall also include covenants containing the restrictions and requirements with_~e~ect to the resale, leasing, subleasin , use and maintenance of the Property as are contained in the foliowin Articles of the Lease: Articles , , , , , XV, XVl.2, an ; w ch lease be adapted to reflect their applicability to the Property in light of the sale of the ~ provisions s Property so as to carry forward their intent with respect to the Property subsequent to its sale to Lessee as contemplated herein.

'

6. Repurchase Right. The County shall have the right to repurchase the Property upon the occurrence of either of the following events: (1) if at a11Ume I essee agrees to sell the Property to any purchaser for any use other than that contained\in Artie~ XV ot the L~e tr (2) if at any {\) C)
2

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rt a-::r\ ,

time the. County or the Mentgemety County Board of Education determines that the P10perty is neeclett for sdrool use thea YpQR ei$er at1eh event the-CeuR~' d1a:H httvc thc1ight tg repl.lf01at!!:e &op@Ny"RS follows: in tlie event gf aay prepesee s~ to a pw:Gb.aser es JlifOvided m subsection (1) of this Section, the sales agreement shall be made contingent upon the right of the County to repurchase the Property and Lessee shall provide the County with not less than ninety (90) days notice of the Lessee's execution of the sales agreement and the County shall have the right by written notice to the Lessee at any time during such ninety (90) day period to give notice to the Lessee of its intent to repurchase the Property; tr' Hi:le..e.~Ujloi,f u~~~~iieQ..Q~Q.e-l~!:iaf-.-

t:l.MHlr'O'l"~~rtbe-!ott1Mat--erth.e~ont"JZOtnet~~~:..Bl;~i-e4~iucatL:m.J!S-J;~r'idl~1n sabsection ~) ef14Hs geeaeft theft the ;UUiify shall have the Pi~t te repY!'el=tese $e prsl'ei'ty Yf0R years written notice te the b@ssee of itsintent to repurchase the Pm.pe.R;'-(the "Repurchase
Right"). The repurchase price by the County pursuant to either subsection (l~ofthis Section shall be at an amount equal to the sum of (a) the Purchase Price (as set forth in Section 1 above) increased annually starting on the first anniversary date of this Amendment and on each anniversary thereafter until the Repurchase Settlement Date (as defined in Section 7, below) by a fraction the numerator of which shall be the most currently published value of the index now known as the "U.S. Department oflabor, Bureau of Labor Statistics, Consumer Price Index for all Urban Consumers, All Items, (1984 = 100)", and the denominator of which shall be the value for said index published for the month and year of the Settlement Date (as defined in Section 2, above), plus (b) the lesser of (i) the construction cost of improvements made to the Property since the date of the Lease which amount is Dollars($ ) and the cost of any Improvements (as that term is defmed in the Lease) made after the date of this Amendment the cost of which shall be submitted by Lessee to the County and subject to the County's verification thereof, or (ii) the Appraised Improvements Value (as defined in Section 8, below). (The "Repurchase Price").

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7. Repurchase Settlement Date. If the County exercises its option to repurchase the ~\-...1.l\~ Property at the Repurchase Price, settlement shall occur not sooner than ninety (90) days and not \ s \'\O: later than one hundred and eighty (180) days from the date that the County gives notice to Lessee ~ \ ~ Ii...~ of its intent to exercise its Repurchase Right ifthe Repurchase Right is being exercised pursuant to~\~~subsection (1) of Section 6 above or not sooner than ninety (90) days and not later than one 5~f.\\... hundred and eighty (180) days from the date of the expiration of the years written notice the Repurchase Right is being exercised pursuant to subsection (2) of Section 6 above. 0

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8. Appraised Improvements Value. The Appraised Improvement Value shall be the replacement cost of all secular (non-religious) Improvements (as that term is defined in the Lease) existing on the Property at the time the County gives notice of its intent to exercise its Repurchase . 11 Right less .appropriate depreciation normally used by an appraiser taking into account the ~'v\ ~ s\\~ ,,...conditions of the Improvements at the time of the appraisal. ~ O\r~

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9. Determination of Appraised Improvements Value. The Appraised Improvements~ Value shall be determined using one of the following methods as agreed to by the Parties: (i) single appraiser agreed to by the Parties whose appraisal shall be final and non-appealable; or (ii) each party shall select an appraiser and, if the appraisals are within ten percent (10%) of each other, the average of the two (2) appraisals shall constitute the agreed fmal and non-appealable Appraised Improvements Value; or (iii) if the Parties choose method (ii) and the two (2) appraisals differ by more than ten percent (10%), then each appraiser shall submit a list of three (3) other appraisers, and the name of any appraiser appearing on both lists shall be deemed the "Third Party Appraiser," if no name appears on both lists, the appraisers shall submit further lists until there is an appraiser
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