HomeMy WebLinkAboutAffidavit of Legal Interest - 2600 S. Meridian V111/15/21
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Cell Site No: 10100288/BOISID1114 156051
FA No: 10100288
Site Address: 2600 South Meridian Road, Meridian, ID 83642
FIRST AMENDMENT TO IDAHO OPTION AND LEASE AGREEMENT
THIS FIRST AMENDMENT TO IDAHO OPTION AND LEASE AGREEMENT ("Amendment*')
dated as of the later date below is by and between Richard L. Shackelford and Theresa M. Shackelford,
Husband and Wife, having a mailing address at 2600 South Meridian Road, Meridian, ID 83642 (hereinafter
referred to as "Landlord" )
and New Cingular Wireless PCS, LLC, a Delaware limited liability company, having
a mailing address at 12555 Cingular Way, Suite 1300, Alpharetta, GA 30004 (hereinafter referred to as
"Tenant" ).
WHEREAS, Landlord and Tenant entered into an Idaho Option and Lease Agreement dated August I,
2005; whereby Landlord leased to Tenant certain Premises, therein described, that are a portion of the Property
located at 2600 South Meridian Road, Meridian, ID 83642 ("Agreement"
); and
WHEREAS, Landlord and Tenant desire to extend the term of the Agreement; and
WHEREAS, Landlord and Tenant desire to modify, as set forth herein, the Rent payable under the
Agreement; and
WHEREAS, Landlord and Tenant desire to modify, as set forth herein, the Tenant's obligations to pay
Rent to Landlord for a Rent Guarantee Period; and
WHEREAS, Landlord and Tenant, in their mutual interest, further wish to amend the Agreement as set
forth below.
NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant agree as follows:
1. Term. The Term of the Agreement shall be amended to provide that the Agreement has a new
initial term of 120 months ("New Initial Term" ),
commencing on August I, 2009. The Term will be
automatically renewed for up to 2 additional 120 month terms (each an
"Extension Term" )
without further
action by Tenant. Hereafter, the defined term
"Term" shall include the New Initial Term and any applicable
Extension Term.
2. Modification of Rent. Commencing on August I, 2009, the Rent payable under the Agreement
shall be $ 1,200.00 per month, and shall continue during the Term, subject to adjustment, if any,
as provided
below.
3. Modification of Tenant's Obligation to Pay
—Rent Guarantee. Notwithstanding Tenant'
obligations to pay Rent set forth under
the Agreement, for a 48 month period commencing August I, 2009 and
ending September 30, 2013 ("Rent Guarantee Period"
), Tenant's obligation to
pay Rent is guaranteed and such
obligation will not be subject to offset or cancellation by Tenant. Notwithstanding the foregoing, if Landlord
exercises any of Landlord's rights to terminate the Agreement, if
any, other than the Landlord*s right to
terminate this Agreement due to the default of the Tenant under the terms of the Agreement beyond any
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Cell Site Not 10100288/BOISID1114 156051
FA No: 10100288
Site Address: 2600 South Meridian Road, Meridian, ID 83642
applicable grace and cure period, Tenant will be released from any and all of
its obligations to pay Rent during
the Rent Guarantee Period as of the effective date of the termination. In addition, Tenant shall be released from
any and all of its obligations to pay Rent during the Rent Guarantee Period if the following shall occur:
(a)
Landlord is in breach of the Agreement, including but not limited to any default under the terms of the
Agreement beyond any applicable grace and cure period; (b)
there is a foreclosure of the Property which results
in termination of the Agreement; (c) the Landlord shall require Tenant to
relocate Tenant's equipment and
facilities to a location that is not acceptable to Tenant in its reasonable business judgment if allowed for in the
Agreement, or (d) any existing government permits
and/or approvals cannot be obtained or maintained, at no
fault of the Tenant. If this Agreement is further modified in the future with an obligation for Tenant to pay
additional Rent, the payment of Rent guarantee established in this paragraph will not be diminished or limited,
but such Rent guarantee will not extend to that future additional Rent obligation.
4. Future Rent Increase. The Agreement is amended to provide that commencing on August I,
2014, Rent shall increase by fifteen percent (15.00%)and
every five (5) years thereafter.
5. Memorandum of Idaho Option and Lease. Either party will, at any
time upon fifteen (15)
days prior written notice from the other, execute, acknowledge and deliver to the other a recordable
Memorandum of Idaho Option and Lease substantially in the form of the Attachment 1. Either party may
record this memorandum at any time, in its absolute discretion.
6. Acknowledgement. Landlord acknowledges that: I) this Amendment is entered into of the
Landlord's free will and volition; 2) Landlord has read and understands this Amendment and the
underlying
Agreement and, prior to execution of the Amendment, was free to consult with counsel of its choosing
regarding Landlord's decision to enter into this Amendment and to have counsel review the terms and
conditions of the Amendment; 3) Landlord has been advised and is
informed that should Landlord not enter into
this Amendment, the underlying Agreement between Landlord and Tenant, including any termination or
non-
renewal provision therein, would remain in full force and effect.
7. Notices. Section 17 of the Agreement is hereby deleted in its entirety and replaced with the
following: NOTICES. All notices, requests, demands and communications hereunder will be given by
first
class certified or registered mail, return receipt requested, or by
a nationally recognized overnight courier,
postage prepaid, to be effective when properly sent and received, refused or returned undelivered. Notices will
be addressed to the parties as follows:
Ifto Tenant:
New Cingular Wireless PCS, LLC
Attn: Network Real Estate Administration
Re: Cell Site ¹:10100288; Cell Site Name: BOISID1114(ID)
Fixed Asset No: 10100288
12555 Cingular Way, Suite 1300
Alpharetta, GA 30004
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Cell Site No: 10100288/BOISIDI 114 156051
FA Not 10100288
Site Address: 2600 South Meridian Road, Meridian, ID 83642
With a required copy of the notice sent to the address above to AT&T Legal at:
If sent via certified or registered mail:
New Cingular Wireless PCS, LLC
Attn: AT&T Legal Department
Re: Cell Site ¹:10100288;Cell Site Name: BOISID1114(ID)
Fixed Asset No.: 10100288
PO Box 97061
Redmond, WA 98073-9761
Or
If sent via nationally recognized overnight courier:
New Cingular Wireless PCS, LLC
Attn: AT&T Legal Department
Re: Cell Site ¹: 10100288; Cell Site Name: BOISID1114(ID)
Fixed Asset No.: 10100288
16331 NE 72nd Way
Redmond, WA 98052-7827
And as to Landlord:
Richard and Theresa Shackelford
2600 South Meridian Road
Meridian, ID 83642
Either party hereto may change the place for the
giving of notice to it by thirty (30) days prior
written notice to
the other as provided herein.
8. Other Terms and Conditions Remain. In the event of any inconsistencies between the
Agreement and this Amendment, the terms of this Amendment shall control. Except as expressly set forth
in
this Amendment, the Agreement otherwise is unmodified and remains in full force and effect. Each reference
in the Agreement to itself shall be deemed also to refer to this Amendment.
9. Capitalized Terms. All capitalized terms used but not defined herein shall have the same
meanings as defined in the Agreement.
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Cell Site No: 10100288/BOISID1114 156051
FA No: 10100288
Site Address: 2600 South Meridian Road, Meridian, ID $3642
IN WITNESS WHEREOF, the parties have caused their properly authorized representatives to execute
and seal this Amendment on the date and year below.
LANDLORD: TENANT:
Richard L. Shackelford and Theresa M.
Shackelford, Husband and Wife
New Cingular Wireless PCS, LLC
By: AT&T Mobility Corporation
Its: Manager
Name: g/Arisaet 4 SZ~~
Title: C~~~
Date: S/vl~
Title: P MLS>ts rts ACcw~r. ratoit-
Date:
WITNESSED BY:
By:
Name:
Title:
L. is~lit.~ ~
Title: R e,ac K w ra. ra A ~
LANDLORD:
l /I
Name: Theresa M. Shackelford
Title:
D.t'. </~A 6
BY: y'ITNESSED
By:
Name:
Title:
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Cell Site No: 10100288/BOISID1114 156051
FA No: 101002S8
Site Address: 2600 South Meridian Road, Meridian, ID 83642
LANDLORD ACKNOWLEDGEMENT
INDIVIDUAL CAPACITY
/
STATE OF 'krltf)
COUNTY OF )8/3
SS.
',C 'le,,Hl l (t/SV I kiril is/are the person(s)
I certify that I know or have satisfactory evidence that i) ).
DATED: Wf tl Dl
who appeared before me, and said person(s) acknowledged that said person(s) signed this instrument and acknowledged it
to be their free and voluntary act for the uses and purposes mentioned in the instrument.
Notary Seal
HEATHEN 00SSINS
Notary Pubac
State ot Idaho
(Signafufro f
N/otal g
(Legibly Print or Stamp Name ofNotary)'
Notary Public in and for the State of W/ l~
My appointment expires: 0/ii /9A/V
IN DIVIDUAL C)PACITY
STATE OF lkilvi
COUNTY OF kAa
)
) SS.
)
I certify that I know or have satisfactory evidence that /llPJ PS~ i~kri/ AP ID13 is/are the person(s)
who appeared before me, and said person(s) acknowledged that said person(s) signed this instrument
and acknowledged it
to be their free and voluntary act for the uses and purposes mentioned in the instrument.
DATED: l"tllil
Notary Seal
HEATHEA 00SSINS
Notary Pnbdc
Slate ol Idaho
(Signature of/Nota@ ]~~/ ~
(Legibly Print or Stamp Name ofNotary)/
Notary Public in and for the State of lA/s4
My appointment expires: ~J6/ 9i",i(
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CeH Site No: 10100288/BOISID1114 156051
FA No: 10100288
Site Address: 2600 South Meridian Road, Meridian, ID 83642
TENANT ACKNOWLEDGEMENT
STATE OF Co/et' et )
) SS.
COUNTY OF N~rt t'
I certify that I know or have satisfactory evidence that 0 6'vWz S /t/ 8'L (- is the person
who appeared before me, and said person acknowledged that he signed this instrument, on oath stated that he was
authorized to execute the instrument and acknowledged it as the K &Ac 5 sr+ rE 4 Crust. tat aug
of New
Cinaular Wireless PCS l.l.C to be the free and voluntary act of such party for the uses and purposes
mentioned in the
instrument.
DATED: ~ trsr E 2, 2'
Notary Seal
(P Sjgnature XiT of Notary) oyl~ /&~CD
(Legibly Print or Stamp Name of Notary)
Notary Public in and for the State of r
My appointment expires: J- 7f-&4z'0
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Cell Site No: 10100288/BOISID1114 156051
FA No: 10100288
Site Address: 2600 South Meridian Road, Meridian, ID 83642
ATTACHMENT 1
MEMORANDUM OF IDAHO OPTION AND LEASE
Prepared bv:
Black Dot Wireless
320 Commerce, Suite 200,
Irvine, CA 92602
Return to:
New Cingular Wireless PCS, LLC
12555 Cingular Way, Suite 1300,
Alpharetta, GA 30004
Attn: AT&T Network Real Estate Administration
Re: Market: Colorado/Wyoming/Montana/Utah
Cell Site Number: 10100288
Cell Site Name: BOISID1114
FA Number: 10100288
Address: 2600 South Meridian Road, Meridian, ID 83642
County: Ada
MEMORANDUM
OF
IDAHO OPTION AND LEASE
This Memorandum of Idaho Option and Lease Agreement is entered into on this day of
200, by and between Richard L. Shackelford and Theresa M. Shackelford, Husband and Wife, having a mailing address
of 2600 South Meridian Road, Meridian, 1D 83642 (hereinafter referred to as "Landlord"
) and New Cingular Wireless
PCS, LLC, a Delaware limited liability company, having a mailing address of 12555 Cingular Way, Suite 1300,
Alpharetta, GA 30004 (hereinatter referred to as "Tenant" ).
1. Landlord and Tenant entered into a certain Idaho Option and Lease Agreement ("
Agreement" ) on the 1st
day
of August, 2005, as amended by that certain First Amendment to Idaho Option and Lease Agreement for the
purpose of installing, operating and maintaining a communications facility and other improvements. All of
the foregoing are set forth in the Agreement.
2. The initial lease term will be ten (10) years ("
Initial Term" )
commencing on August 1, 2009, with two (2)
successive ten (10)year Extension Terms.
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Cell Site No: 10100288/BOISID1114 156051
FA Nor 10100288
Site Address: 2600 South Meridian Road, Meridian, ID 83642
3. The portion of the land being leased to Tenant (the
"Premises'*) is described in Exhibit I annexed hereto.
4. This Memorandum of Idaho Option and Lease is not intended to amend or modify, and shall not be deemed or
construed as amending or modifying, any of the terms, conditions or provisions of the Agreement, all of
which are hereby ratified and affirmed. In the event of a conflict between the provisions of this Memorandum
of Idaho Option and Lease and the provisions of the Agreement, the provisions of the Agreement
shall
control. The Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs,
successors, and assigns, subject to the provisions of the Agreement.
IN WITNESS WHEREOF, the parties have executed this Memorandum of Idaho Option and Lease as of the day
and year first above written.
WITNESSES: "LANDLORD"
Richard L. Shackelford
Print Name:
Print Name:
By:
Print Name:
Its:
Date:
WITNESSES: "LANDLORD"
Theresa M. Shackelford
Print Name:
Print Name:
By:
Print Name:
Its:
Date:
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Cell Site No: 10100288/BOISID1114 156051
FA No: 10100288
Site Address: 2600 South Meridian Road, Meridian, ID 83642
"TENANT"
Print Name:
New Cingular Wireless PCS, LLC,
a Delaware limited liability company
By: AT&T Mobility Corporation
Its: Manager
Print Name:
By:
Print Name:
its:
Date:
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Cell Site No: 10100288/BOISID1114 156051
FA No: 10100288
Site Address: 2600 South Meridian Road, Meridian, ID 83642
LANDLORD ACKNOWLEDGEMENT
INDIVIDUAL CAPACITY
STATE OF
COUNTY OF
I certify that I know or have satisfactory evidence that is/are the person(s)
who appeared before me, and said person(s) acknowledged that said person(s)
signed this instrument and acknowledged it
to be their free and voluntary act for the uses and purposes mentioned in the instrument.
DATED:
Notary Seal
(Signature of Notary)
(Legibly Print or Stamp Name ofNotary)
Notary Public in and for the State of
My appointment expires:
INDIVIDUAL CAPACITY
STATE OF
COUNTY OF
I certify that I know or have satisfactory evidence that is/are the person(s)
who appeared before me, and said person(s) acknowledged that said person(s) signed this
instrument and acknowledged it
to be their free and voluntary act for the uses and purposes mentioned in the instrument.
DATED:
Notary Seal
(Signature of Notary)
(Legibly Print or Stamp Name of Notary)
Notary Public in and for the State of
My appointment expires:
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Cell Site No: 10100288/BOISID1114 156051
FA No: 1010028$
Site Address: 2600 South Meridian Road, Meridian, ID $3642
TENANT ACKNOWLEDGEMENT
STATE OF
COUNTY OF
)
) SS.
)
I certify that I know or have satisfactory evidence that is the person
who appeared before me, and said person acknowledged that he signed this instrument,
on oath stated that he was
authorized to execute the instrument and acknowledged it as the of Hnu
Cineular Wireless PCS I,I.C to be the free and voluntary act of such party for the uses and purposes
mentioned in the
instrument.
DATED:
Notary Seal
(Signature of Notary)
(Legibly Print or Stamp Name of Notary)
Notary Public in and for the State of
My appointment expires:
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Cell Site Nol 10100288/BOISID1114 156051
FA No: 10100288
Site Address: 2600 South Meridian Road, Meridian, ID 83642
EXHIBIT 1
DESCRIPTION OF PREMISES
Page of
to the Memorandum of Idaho Option and Lease dated , 200
, by and between
Richard L. Shackelford and Theresa M. Shackelford, Husband and Wife, as Landlord, and New Cingular
Wireless PCS, LLC, a Delaware limited liability company, as Tenant.
The Premises are described and/or depicted as follows:
Notes:
This Exhibit may be replaced by a land survey
and/or construction drawings of the Leased Premises once it is received by Tenant.
Any setback of the Leased Premises from the property*s boundanes shall be the dtstance required by the applicable
governmental authonties
Width of access road shall be the width required by the applicable
governmental authorities, mcludmg pohce and fire departments
The type, number and mounting positions and locations of antennas and transmission lines are illustrative only
Actual types, numbers and mounting positions may
vary fmm what is shown above
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Mmket: Utah-IdahO
Cea Site Nnmtnnr
BOISID11 14
Cell Site Name:
Franklin and Lmdtn/Vet
Hospital
IDAHO OPTION
AND LEASE AGREEMENT
THIS OPTION
AND LEASE
AGREEMENT (eAgreemente),
dated as of the latter
of the
signature dates below
(the "EfFective Date"
), is entered
into by Richard L.
Shackelford and Theresa
M.
Shackelford, Husband
and Wife having
a mailing address
of P.O. Box 44753.
Boise, ID 83711
(hereinatler referred to
as "Landlord"
) and New
Cingular Wireless
PCS, LLC, a Delaware
limited
liability company,
having a mailing
address of 6100
Atlantic Boulevard,
Norcross, Georgia 30071
(hereinafter referred to
as "Tenant" ).
BACKGROUND
Landlord owns or
controls that certain
plot, parcel or tract of
land, together with all
rights and
privileges arising in
connection therewith,
located at 2600 S.
Meridian Road, Meridian,
ID, in the County
ofAda, State of
Idaho (collectively,
the "Property" ).
Tenant desires to use
a portion of the
Property in
connection with its
federally licensed
communications business.
Landlord desires to
grant to Tenant the
right to use a portion
Effective Date. The Option
will be for an initial term
of six (6) months
commencing on the Effective
Date (the "Initial Option Term"
) and may be renewed
by Tenant for an additional six
(6) months upon
written notification to
Landlord and the payment of
an additional One Thousand
and No/100 Dollars
($1,000.00)no later than ten
(10)days prior to the expiration
date of the Initial Option Term.
(d) The Option may be sold,
assigned or transferred at
any time by Tenant to Tenant's
company parent
or member ifTenant is a
limited liability company or
any afFiliate or subsidiary of, or
partner in,
Tenant or its parent coinpany
or member, or to any third
party agreeing to be subject to
the terms hereof.
Otherwise, the Option may not
be sold, assigned or
transferred without the written
consent of Landlord,
such consent not to be
unreasonably withheld, conditioned
or delayed. From and after
the date the Option
has been sold, assigned or
transferred by Tenant to
a third party agreeing to
be subject to the terms
hereof,
Tenant shall immediately
be released from any
and aff liability under
this Agreement, including
the
payment of any rental or other
sums due, without any further
action.
(e) During the Initial
Option Term and any extension
thereof, Tenant may exercise
the
Option by notifying Landlord
in writing. If Tenant
exercises the Option then
Landlord leases the
Premises to the Tenant
subject to the terms and
conditions of this Agreement.
IfTenant does not exercise
statutes and regulations, relating
to its use ofthe Communication
Facility on the Property. Tenant
right to modify, has the
supplement, replace, upgrade, expand
the equipment, increase the
number ofantennas or
relocate the Communication
Facility within the Premises at
any time during the term ofthis
subject to Landlord's Agreement
consent and so long as such
modification, supplementation,
replacement, upgrade,
or expansion does not impact
Landlord's ASunounding
Property; or its uses; provided,
consent however, that such
shall not be unreasonably
withheld, conditioned or delayed.
Tenant will be allowed to make
alterations to such
the Property in order to
accomplish Tenant's Changes or
Communication Facility to insure that Tenant'
complies with all applicable
federal, state or local laws, rules
or regulations. In
the event Tenant desires ui
modify or upgrade the
Communication Facility, and Tenant
additional requires an
portion of the Property (the
"Additional Premises"
) for such modification
or upgrade,
Landlord agrees to negotiate
in good faith the lease of additional
property for Tenant's use.
3. TERM.
(a) The initial lease term will
be five (5) years ("
Initial Term" ), commencing
on the effective date of
written notification
by Tenant to Landlord of Temmt's
exercise of the Option
Commencement Date"). (the "Term
The Initial Term will terminate
on the fiAh (5 ) annual anniversary of the Term
Commencement Date.
(b) This Agreement will automatically
renew for four (4) additional
five (5) year tenn(s)
(each five (5) year term shall
be defined as the RExtension Term"
), upon the same terms and
unless the conditions
Tenant notiAes the Landlord
in writing of Tenant's intention
(b) Tenant has the right to obtain a
title report or commitment for a
leasehold title policy
from a title insurance company
of its choice and to have the
choice.ofTenant' Property surveyed by a surveyor
In the event Tenant determines,
in its sole discretion, due to the
title report results or survey
results, that the condition of the
Premises is unsatisfacto~iavTenant
will have the right to terminate
Agreement upon notice to this
Landlord.
(c) Tenant may also perform and
obtain, at Tenant's sole cost and
percolation expense, soil borings,
tests, engineering procedures,
environmental investigation or other
tests or reports on, over,
and under the Property,
necessary to determine if the Tenant's
use of the Premises will be
with Tenant's compatible
engineering specifications, system,
design, operations or Government
Approvals.
6. TERMINATION.
This Agreement may be terminated,
without penalty or further liability,
follows: as
(a) by either party on
thirty (30) days prior written
notice, if the other party remains
default under Paragraph in
15 Default and Right to Cure
of this Agreement after the
applicable cure periods;
(b) by Tenant upon written notice
to Landlord, ifTenant is unable
to obtain, or maintain in
good faith, any required approval(s)
or the issuance of a license or
permit by any agency, board, court
other govenunental or
authority necessary for the construction
or operation oF the Communication
as now or hereafter Facility
intended by Tenant; or if
Tenant determines in its sole
discretion that the cost of
obtaining or retaining the same is
commercially unreasonable;
(c) by Tenant upon written
notice to Landlord for
any reason, at any time prior to
commencement ofconstruction
by Tenant; or
(d) by Tenant upon sixty
(60) days prior written notice to Landlord
(b) Landlord will not grant, after the date of this
Agreement, a lease, license or any other
right to any third party for the
use of the Property, if such use may
in any way adversely affect or interfere
with the Communication Facility, the
operations of Tenant or the rights of Tenant under
Landlord this Agreement.
will notify Tenant in writing prior to
granting any third party the
right to install and operate
communications equipment on the Property.
(c) Landlord will not use, nor will Landlord
permit its employees, tenants, licensees, invitees
or agents to use, any portion of the
Property in any way which interferes with
the Communica&on
Facility, the operations of Tenant or the rights of
Tenant under this Agreement. Landlord will
interference to cease cause such
within twenty-four (24) hours after
receipt of notice ofinterference from Tenant. In
the event any such interference does not
cease within the aforementioned cure period
then the parties
acknowledge that Tenant will suffer irreparable
injury, and therefore, Tenant will have the right,
addition to in
any other rights that it may have at law or in
equity, for Landlord's breach ofthis
to elect to Agreement,
enjoin such interference or to terminate this Agreement
upon notice to Landlord.
9. INDEMNIFICATION
(a) Tenant agrees to indemnify, defend and
hold Landlord harmless from and against
all injury, any and
loss, damage or liability (or any claims in
respect of the foregoing), costs or expenses
(including reasonable attorneys'ees and court
costs but excluding real property or
taxes) arising personal property
directly &om the installation, use, maintenance,
repair or removal of the Communication
Facility or Tenant's breach of any provision of
this Agreement, except to the extent
negligent attributable to the
or intentional act or omission of Landlord, its
employees, agents or independent contractors.
(b) Landlord agrees to indemnify, defend and hold
Tenant harmless &om and against
all injury, any and
loss, damage or liability (or any claims in
respect of the foregoing), costs or expenses
(including reasonable attorneys'ees and court
costs but excluding real property or
taxes) arising personal property
directly from the actions or failure to act of
Landlord or its employees or agents, or
Landlord's breach of any provision of this
11. ENVIRONMENTAL.
(a) Landlord represents and warrants that to the best of Landlord's
knowledge the Property is
free of hazardous substances as of the date of this Agreement, and, to the best of Landlord's
knowledge,
the Pmperty has never been subject to any contamination or hazardous conditions resulting in
any
environmental investigation, inquiry or remediation. Landlord and Tenant agree that each will be
responsible for compliance with any and all environmental and industrial hygiene laws, including any
regulations, guidelines, standards, or policies of any governmental authorities regulating or imposing
standards of liability or standards of conduct with regard to any environmental or industrial hygiene
condition or other matters as may now or at any time hereatter be in effect,
that are now or were related to
that party's activity conducted in or on the Property.
(b) Landlord and Tenant agree to hold harmless and indemnify the other from, and
to assume
all duties, responsibilities and liabilities at the sole cost and expense of the indemnifying party for,
payment of penalties, sanctions, forfeitures, losses, costs or damages, and for responding to any
action,
notice, claim, order, summons, citation, directive, litigation, investigation or proceeding which is related
to (i) the indemnifying party's failure to
comply with any environmental or industrial hygiene law,
including without limitation any regulations, guidelines, standards or policies of any governmental
authorities regulating or imposing standards of liability or standards of conduct with regard to
any
environmental or industrial hygiene conditions or matters as may now or hereafter be in effect, or (ii)
any
environmental or industrial hygiene conditions that arise out of or are in any
way related to the condition
of the Property and activities conducted by the
party thereon, unless the environmental conditions are
caused by the other party.
(c) The indemnifications of this Paragraph 11 Environmental
specifically include reasonable
costs, expenses and fees incurred in connection with any investigation of Property conditions or
any
clean-up, remediation, removal or restoration work required by any governmental authority. The
provisions of this Paragmph 11 Environmental will survive the expiration or termination of this
Agreement.
(d) In the event Tenant becomes aware of any hazardous materials
on the Property, or any
environmental or industrial hygiene condition or matter relating to the Property that, in Tenant's
sole
determination, renders the condition of the Premises or Property unsuitable for Tenant's use,
or if Tenant
believes that the leasing or continued leasing of the Premises would expose Tenant to undue risks of
government action, intervention or third-party liability, Tenant will have the right, in
addition to any other
rights it may have at law or in equity, to
terminate the Agreement upon notice to Landlord.
12. ACCESS. At all times throughout the Term of this Agreement, and at no additional
charge to
Tenant, Tenant and its employees, agents, and subcontractors, will have twenty-four
(24) hour per day,
seven (7) day per week pedestrian and vehicular access to and over the
Property, from an open and
improved public road to the Premises, for the installation, maintenance and operation of the
Communication Facility and any utilities serving the Premises. Landlord grants to Tenant an easement
for such access and Landlord agrees to provide to Tenant such codes, keys and other instruments
necessary for such access at no additional cost to Tenant. Upon Tenant's
Communication Facility constructed, erected or placed on the Premises by Tenant will become, or be
considered as being a&ixed to or a part of, the Property,
it being the specific intention of the Landlord that
all improvements of every kind and nature constructed, erected or placed by
Tenant on the Premises will
be and remain the property of the Tenant and may be removed
by Tenant at any time during the Term.
Within one hundred twenty (120) days of the termination of this Agreement, Tenant will remove all of
Tenant's above-ground improvements and Tenant will, to the extent reasonable, restore the Premises to its
condition at the commencement of the Agreement, reasonable wear and tear and loss by casualty
or other
causes beyond Tenant's control excepted. Notwithstanding the foregoing, Tenant will not be responsible
for the replacement of any trees, shrubs or other vegetation, nor will Tenant be required to remove &om
the Premises or the Property any foundations or underground utilities.
14. MAINTENANCE/UTILITIES.
(a) Tenant wiB keep and maintain the Premises in good condition, reasonable wear and tear
and damage from the elements excepted. Landlord will maintain and repair the Property
and access
thereto, in good and tenantable condition, subject to reasonable wear and tear and damage &om the
elements.
(b) Tenant will be responsible for paying on
a monthly basis all utilities charges for
electricity, telephone service or any other utility used or consumed by
Tenant on the Premises. In the
event Tenant cannot secure its own metered electrical supply, Tenant will have the
right, at its own cost
and expense, to submeter from the Landlord. When submetering is necessary and available, Landlord
will read the meter on a monthly basis and provide Tenant with the necessary usage data in
a timely
manner to enable Tenant to compute such utility charges. Landlord will fully cooperate with
any utility
company requesting an easement over, under and across the Property in order for the utility
company to
provide service to the Tenant. Landlord will not be responsible for intetference with, interruption of or
failure, beyond the reasonable control of Landlord, of such services to be furnished or supplied by
Landlord.
15. DEFAULT AND RIGHT TO CURE.
(a) The following will be deemed a default by
Tenant and a breach of this Agreement:
(i) non-payment of Rent if such Rent remains unpaid for more than thirty
(30) days after receipt of written
notice from Landlord of such failure to pay; or
(ii) Tenant's failure to perform any other term or condition
under this Agreement within forty-five (45) days after receipt of written notice from Landlord
specifying
the failure. No such failure, however, will be deemed to exist if Tenant has commenced to cure such
default within such period and provided that such efforts are prosecuted to completion with
reasonable
diligence. Dehy in curing a default will be excused if due to causes beyond the reasonable control of
Tenant. If Tenant remains in default beyond any applicable cure period, Landlord will have
the right to
exercise any and all rights and remedies available to it under law and equity.
(b) The following will be deemed a default by
Landlord and a breach of this Agreement:
Landlord's failure to perform any term, condition or breach of any warranty or covenant under this
Agreement within forty-five (45) days a&er receipt of written notice from Tenant
specifying the failure.
No such failure, however, will be deemed to exist if Landlord has commenced to cure the default
within
such period and provided such efforts are prosecuted to completion with reasonable diligence. Delay
16. ASSIGNMENT/SUBLEASE. Tenant will have the right to assign, sell or transfer its interest
under this Agreement without the approval or consent of Landlord, to Tenant's
parent or member
company or any affiliate or subsidiary of, or
partner in, Tenant or its parent or member company or to
any
entity which acquires all or substantially all of the Tenant's assets in the market defined
by the Fedeml
Communications Commission in which the Property is located by
reason of a merger, acquisition, or
other business reorganization. Upon notification to Landlord of such assignment, tmnsfer or
sale, Tenant
will be relieved of all future performance, liabilities and obligations under this Agreement. Tenant shall
have the right to sublease the Premises, in whole or in part, without Landlord's
consent. Tenant may not
otherwise assign this Agreement (i) without Landlord's
consent, Landlord's consent not to be
unreasonably withheld, conditioned or delayed and (ii) upon payment to Landlord of funds equaling
twelve (12) months of Rent at the then current rate and such
payment shall be deemed an
assignment/sublease fee and not a rent payment.
17. NOTICES. All notices, requests, demands and communications hereunder will be given
by first
class certified or registered mail, return receipt requested, or by
a nationally recognized overnight courier,
postage prepaid, to be elfective when properly sent and received, refused or returned undelivered.
Notices will be addressed to the parties as follows:
If to Tenant: c/o Cingular Wireless LLC
Attn: Network Real Estate Administration
Re: Cell Site ¹BOISID1114;Cell Site Name: Treasure Valley Vet Hospital
6100 Atlantic Boulevard
Norcross, GA 30071
With a copy to: Cingular Wireless
Attn: Legal Department
Re: Cell Site ¹BOISID1114;Cell Site Name: Treasure Valley Vet Hospital
15 East Midland Avenue
Paramus, NJ 07652
If to Landlord: Richard L. Shackelford
P.O. Box 44753
Boise, ID 83711
With a conv to: Roger J. Hales
Naylor ttk Hales, P.C.
P.O. Box 9496
Boise, ID 83707
Either party hereto may change the
place for the giving of notice to it by
thirty (30) days prior written
notice to the other as provided herein.
18. SEVERABILITY. If any term or condition of this Agreement is found
unenforceable, the
remaining terms and conditions will remain binding upon the parties as though said
unenforceable
provision were not contained herein. However, if the invalid, illegal or unenforceable provision materially
atfects this Agreement then the Agreement may be terminated
by either party on ten (10) business
days
prior written notice to the other party hereto.
2005 Option Land Lease ID
11/15/21
A-2021-0199
19. CONDEMNATION. In the event Landlord receives notification of any condemnation
proceedings affecting the Pmperty, Landlord will provide notice of the proceeding to Tenant within seven
(7) days. If a condemning authority takes all of the Property, or a portion sufficient, in Tenant's sole
determination, to render the Premises unsuitable for Tenant, this Agreement will terminate as of the
date
the title vesta in the condemning authority. The parties will each be entitled to pursue their own separate
awards in the condemnation proceeds, which for Tenant will include, where applicable, the value of its
Communication Facility, moving expenses, prepaid Rent, and business dislocation expenses, provided
that any award to Tenant will not diminish Landlord's recovery. Tenant will be entitled to reimbursement
for any prepaid Rent on a prorata basis.
20. CASUALTY. Landlord wiB provide notice to Tenant of any casualty affecting the Property
within seven (7) days of the casualty. If
any part of the Communication Facility or Property is damaged
by fire or other casualty so as ui render the Premises unsuitable, in Tenant's sole determination, then
Tenant may terminate this Agreement by providing written notice to
the Landlord, which termination will
be effective as of the date of such damage or destruction. Upon such termination, Tenant will be entitled
to collect all insurance proceeds payable to Tenant on account thereof and to be reimbursed for any
prepaid Rent on a promta basis. If notice of termination is given, or if Landlord or Tenant undertake to
rebuild the Communications Facility, Landlord agrees to use its reasonable efforts to permit Tenant to
place temporary transmission and reception facilities on the Property at no additional Rent until such time
as Tenant is able to secure a replacement tmnsmission location or the reconstruction of the
Communication Facility is completed.
21. WAIVER OF LANDLORD'S LIENS. Landlord waives any and all lien rights it
may have,
statutory or otherwise, concerning the Gimmunication Facility or any portion thereof. 'Ihe
Communication
Facility shall be deemed personal property for purposes of this Agreement, regardless of whether
any
portion is deemed real or personal property under applicable hw, and Landlord
consents to Tenant's right to
remove all or any portion of the Communication Facility from time to time in Tenant's sole discretion
and
without Landlord's consent.
22. TAKES. Landlord shall be responsible for payment of all ad valorem taxes levied upon the lands,
improvements and other property of Landlord. However, Tenant shall be responsible to reimburse
Landlord for any increases in ad valorem taxes levied upon the Premises after the first
year of the Initial
Term and throughout the terms of this Agreement. Tenant shall be responsible for all taxes levied
upon
Tenant's leasehold improvements (including Tenant's equipment building and
tower) on the Leased
Pmperty. Landlord shall provide Tenant with copies of all assessment notices on or including the Leased
Property immediately upon receipt, but in no event less than seven (7) business
days after receipt by
Landlord. If Landlord fails to provide such notice within such time frame, Landlord shall be responsible
for all increases in taxes for the year covered by
the assessment. Tenant shall have the right to contest, in
good faith, the validity or the amount of any tax or assessment levied
against the Leased Pmperty by such
appellate or other proceedings as may be appropriate in the jurisdiction, and
may defer payment of such
obligations, pay same under protest, or take such other
steps as Tenant may deem appropriate. This right
shall include the ability to institute any legal, regulatory or informal action in the name of Landlord,
Tenant, or both, with respect to the valuation of the Leased Property. Landlord shall cooperate in the
institution and prosecugon of any such proceedings and will execute any documents required therefore.
The expense of any such proceedings shall be borne
by Tenant and any refunds or rebates secured as a
result of Tenant's action shall belong to Tenant.
lease or use any areas of the Property or Surrounding Properly for the installation, operation or
maintenance of other wireless communications facilities if such installation, operation or maintenance
would interfere with Tenant's Pertnitted Use or communications equipment as determined by
radio
propagation tests performed by Tenant in its sole discretion, any
such testing to be at the expense of
Landlord or Landlord's prospective purchaser, and not Tenant. If the radio frequency propagation tests
demonstrate levels of interference unacceptable to Tenant, Landlord shall be prohibited &om selling,
leasing or using any areas of the Property or the Surmunding Property
for purposes of any installation,
operation or maintenance of any other wireless communications facility or equipment. Landlord shall not
be prohibited fmm the selling, leasing or use of any of the Property or the Surrounding Property for
non-
wireless communication use. In the event the Property is transferred, the new landlord shall have a duty
at the time of such transfer to provide Tenant with a completed IRS Form W-9, or its equivalent, and
other related paper work to effect a transfer in Rent to the new landlord. The provisions of this Paragmph
23 shaB in no way limit or impair the obligations of Landlord under Pamgraph 8 above.
24. MISCELLANEOUS.
(a) Amendment/Waiver. This Agreement cannot be amended, modified or revised unless
done in writing and signed by an authorized agent of the Landlord and an authorized
agent of the Tenant.
No provision may be waived except in a writing signed by
both parties.
(b) Memorandum/Short Form Lease. Either party will, at any time
upon fifteen (15)
business days prior written notice from the other, execute, acknowledge and deliver to the other a
recordable Memorandum or Short Form of Lease. Either party may record this Memorandum or Short
Form of Lease at any time, in its absolute discretion.
(c) Bind and Benefit. The terms and conditions contained in this Agreement will run with
the Property and bind and inure to the benefit of the parties, their respective heirs, executors,
adminislrators, successors and assigns.
(d) Entire Agreement. This Agreement and the exhibits attached hereto, all being a part
hereof, constitute the entire agreement of the parties hereto and will supersede all prior offers,
negotiations and agreements with respect to the subject matter of this Agreement.
(e) Governing Law. This Agreement will be governed by the laws of the
state in which the
Premises are located, without regard to conflicts of law.
(I) Interpretation. Unless otherwise specified, the following rules of construction and
interpretation apply: (i) captions are for convenience and reference only and in no
way define or limit the
construction of the terms and conditions hereof; (ii) use of the term "including"
will be interpreted to
mean "including but not limited to"; (iii) whenever a
party's consent is required under this Agreement,
except as otherwise stated in the Agreement or as same may be duplicative, such consent will not be
unreasonably withheld, conditioned or delayed; (iv) exhibits are an integral part of the Agreement and are
incorporated by reference into this Agreement; (v)
use of the terms "termination" or "expiration" are
interchangeable; and (vi) reference to a default will take into consideration
any applicable notice, grace
and cure periods.
(g) Estoppel. Either party will, at any
time upon twenty (20) business days prior written
notice from the other, execute, acknowledge and deliver to the other a statement in writing (i) certifying
that this Agreement is unmodified and in full force and effect (or, if modified, stating the nature of such
modification and certifying this Agreement, as so modified, is in full force and effect) and the date to
which the Rent and other charges are paid in advance, if any,
and (ii) acknowledging that there are not, to
-10- 2005 Option Land Lease ID
11/15/21
such party's knowledge, any uncured defaults on the part of the other
party hereunder, or specifying such
defaults if any are claimed. Any such statement
may be conclusively relied upon by any prospective
purchaser or encumbrancer of the Premises. The requested party's failure to deliver such a statement
within such time will be conclusively relied upon by the requesting
party that (i) this Agreement is
in full
force and effect, without modification except as may be properly represented
by the requesting party,
(ii) there are no uncured defaults in either party's performance, and (iii) no more than one
month*s Rent
has been paid in advance.
(h) No Electronic Signature/No Option. The submission of this Agreement to any party for
examination or consideration does not constitute an offer, reservation of or option for the Premises based
on the terms set forth herein. This Agreement will become effective as a binding Agreement only upon
the handwritten legal execution, acknowledgment and delivery hereof by
Landlord and Tenant.
IN WITNESS WHEREOF, the parties have caused this Agreement to be effective as of the last
date written below.
"LANDLORD" "TENANT"
t Name: P~drrao 4,
>kW/i'ts:
Date: '?-> l —sag
Hy: %iri
Print Name: ~~
its: ount~n
Date; ZZ~Z~s
Its:
Date: er x/ 81+
/ I
Richard L. Shackelford and Theresa M. New Cingular Wireless PCS, LLC,
Shackelford. Husband and Wife Del
'
d
B, M~Z8W~A
[ACKNOWLEDGMENTS APPEAR ON THE NEXT PAGE]
2005 Option Land Lease tu
11/15/21
A-2021-0199
LANDLORD ACKNOWLEDGMENT
INDIVIDUAL CAPACITY
STATEOF ~aa4~ )
) SS.
COUNTY OF A4-0 )
I tant~ 5 Lc3t {SaW , a notary public, do hereby
certify that on this /27 ~day of ~,20 OS personally appeared before me
P t e.~W.a~ de t ~(J,/ho, being by me first duly sworn, declared that
he/she signed the foregoing document and that the statements therein contained are true.
DATED: 7'lt-) S
l /
«Wdratmtta eal
q D
IPIC 8(D
(Signature of
Nuke ~ ~
(Legibly Print af Stamp Name ofNotary)
Notary Public in and for the Stay of~(aa't
My appointment expires: 57I 9/ II
I
DATED: 7/~ //Qs
sn
INDIVIDfIIhkeggkHTY
STATE OF Lik dL 4) )
) SS.
COUNTY OF JILL 4r )
I IP Fd V A (l3I(SO// , a notary public, do hereby
certify that on this b rfLttay of ~,20~Opersonally appeared before me
Tlnn~ta e s. ~l. f .(L cU, @ho, being by me first duly sworn, declared that
he/she signed the foiegoing document and that the statements therein contained are true.
Notary Seal
«««nnaaaaa
~ $ D a g u
aaa ~
aaaooaaaa
aaa
(Signature ofiyttaty)
p
(Legibly Print or Stamp Name of Notary)„
Notary Public in and for the Sta)e of ~~)
My appointment expires: STI9IIr
t t I
-12- 2005 Option Land Lease ID
11/15/21
A-2021-0199
TENANT ACKNOWLEDGEMENT
STATE OF P~CLBk )
) SS.
COUNTY OF A~ )
certify that on this / day of
A/ngtrd6'PrEftf2L4- ~, who
he/she is the /2&-Q ~c2ft/2 GA .
he/she signed the foregoing document as
" ~dg/r
therein contained are true. 0
, a notary public, do hereby
, 20D5 personally appeared before me
being by me first duly sworn, declared that
of New Cingular Wireless PCS, LLC, that
of the entity, and that the statements
DATED:
~~ddt K AZ&l~
(Signature of Notary) 0
(Legibly Print or Stamp Name of Notmy)
Notary Public in and for the State of C5
My appointment expires: &~/dp
5'13-
2005 Option Land tenne ID
11/15/21
A-2021-0199
EXHIBIT I
DESCRIPTION OF PREMISES
Page 1 of 2
to the Agreement dated , 200 by
and between Richard L. Shackelford and
Theresa M. Shackelford, Husband and Wife, as Landlord, and New Cingular Wireless PCS, LLC a
Delaware limited liability company, as Tenant.
Landlord owns certain pmperty with an address of 2600 S. Meridian Road, Meridian, ID 83642
he!ainu!ter identified as the "Properly".
Tenant leases a portion of the Property identified as the "Premises". The Premises a>c described and/or
depicted as follows:
Parcel// R907!450052
SCHED JLK A
Lot 2 in 8?ock 1 of Volkman Stubdivision, secor>Bn<s to the o!Hch>l 8!at thereof, filed in
"cok 53 of P!ats at Page(s) 4652, Off>cial Records of Ada Conri'.-/s 1>ioho.
FXCKPT
A parcel of)and being on the Easter!y side of thc center!ine of State IDghway tsto. 69,
Project No. Sa?-RS-3782(2) Hi+»vay Survey as shotvn on the p>nns tbcrco'ow on tile
in sthe office of the idaho Trnnsporta!ion Deportment, Bdvision t, High>pa~a, itnd bc!rag
d portion of Government Lot 3 of Secgo" 19,Toivnsi>ip 3 North, Range
1 Kcst, Boise
Meri>ban, describci! as folio!vs, to-wit:
Commcncin«at the Northni est corner cf Government lot 3, Section
".9, Tow>as hip 3
iNorth, Rm>gc 1 .ast, BCBC slcrid!an; thcncc
Sout!i 0'38'3!"West (sbo>vn of record to
1>c Sonth 0'56'est) along shc SVcst linc of
srdid Government Lot 3 a dista>lcc of 63n.!>5 fcct to thc!Nol t>svvcst co. i:t:>'f Pai'cc! 8 ils
doser!hcd 'n
t!>at certain Warranty Desi! dated I'cbruary 15, 1985s > is prded!i'cbruary
15!,1985, as instrument No. 850875!i records of Ada County, Ida?so c!>d being th
RKAI. Pv.ACK OF BKG!N>NI>NG; thence continuing
South 0'33'31"West (shoivn ou record to be South 0'56'est) a!Ong 9«id West!!nc
303.29 feet to thc No><h Bne of Kr!mends Court >vlt h is thc Sout!iwcs! corner of said
Parce! 8;thence
Sont? 89'Zl'29*'ast (shown of rccorii to bc South 89'04'ast) a!Cng
the Nnrth iinc of
said Fdmoads Court and thc South line of suit! Parcel 8 60.0 feet to a po!nt in n line
parailci >vith and 6>0.0 fcct Lasieriy from the centerline and bears
Sr>uth 89'2l'29" East fron> Station 398+2484 of said State
Highwav No. 69, project No.
SR-R$-3782(2) Hightvay Smwey; thence
North 0"38'31«East along said paraPH
line 303.29 feet to a pnint in the Norih Line of
said Pa- tc!8 ond opposite Stn
mi 40!+27.63of sah! Highway Survey; thence
9/tti.:i (shown of r cord to be North 89'04"
tVcst) along said North!in i>0.sd fc t to tiie
1?EAL PLACE OF BECsINN>ING.
->4 2005 Option Land Lease ID
11/15/21
A-2021-0199
EXHIBIT I
DESCRIPTION OF Property
Page 2 of 2
to the Agreement dated , 200, by and between Richard L. Shackelford and
Theresa M. Shackelford, Husband and Wife, as Landlord, and New Cingular Wireless PCS, LLC a
Delaware limited liability company, as Tenant.
I
I
eaefatss
s — s— .-. ~ ~
lease'se tsar tn seas
FRANKUN AND UNDER
LEASE EXHIBIT
Notes:
I. This Exhibit may be replaced by a land
survey and/or construction drawings of the Premises once received by
Teilallt.
2. Any setback of the Premises from the Property's boundaries shall be the distance required by the applicable
governmental authorities.
3. Width of access road shall be the width required by the applicable governmental authorities, including police
and fire departments.
4. The type, number and mounting posiuons and locations of antennas and transmission lines are illustrative only.
Actual types, numbers and mounting positions may vary fiom what is shown above.
-15- 2005 Option Land Lease ID
11/15/21
A-2021-0199
MEMORANDUM OF LEASE
[FOLLOWS ON NEXT PAGE}
2005 Option Land Lease ID
11/15/21
A-2021-0199
After Recordinu Return To:
Cingular Wireless
Attn: Legal Department
Re: Cell Site IIBOISID1114;Cell Site Name: Treasure Valley Vet Hospital
15 East Midland Avenue
Paramus,NJ 07652
MEMORANDUM OP LEASE
This Memorandum of Lease is entered into on this day of,200 by
and between Richard L. Shackelford and Theresa M. Shackelford, Husband and Wife, having a mailing
address of P.O. Box 44753, Boise, ID 83711 (hereinafler referred to as "Landlord"
) and New Cingular
Wireless PCS, LLC, a Delaware limited liability company, having a mailing address of 6100
Atlantic
Boulevard, Norcross, GA 30071 (hereinafter referred to as "Tenant"
).
Landlord and Tenant entered into a certain Option and Lease Agreement ("
Agreement" ) on
the
day of, 200 for the purpose of installing, operating and
maintaining a communications facility and other improvements. All of the foregoing are set
forth in the Agreement.
2. The initial lease term will be five (5) years
("Initial Term"
) commencing on the effective date
of written notification by Tenant to Landlord of
Tenant's exercise of the Option, with four (4)
successive five (5) year options to renew.
The portion of the land being leased to Tenant (the
"Premises" )
is described in Exhibit I
annexed hereto.
This Memorandum of Lease is not intended to amend or modify, and shall not be deemed or
construed as amending or modifying, any of the terms, conditions or provisions of the
Agreement, all of which are hereby ratified and aflirmed. In the event of a conflict between the
provisions of this Memorandum of Lease and the provisions of the Agreement, the provisions of
the Agreement shall contioL The Agreement shall be binding upon and inure to the benefit of
the parties and their respective heirs, successors, and assigns, subject to the provisions of the
Agreement.
2005 Option Land Lanae ID
11/15/21
A-2021-0199
IN WITNESS WHEREOF, the parties have executed this Memorandum of Lease as of the day
and year first above written.
"LANDLORD" "TENANT"
New Cingular Wireless PCS, LLC,
Richard L. Shackelford and Theresa M. Shackelford. a Delaware limited liability company
Husband and Wife
Print Name: s77~2 Z K~e-r'td3
Its;
Date: 7-2.'7-eoS
By: Nri~~ Mi~.Xi Z~
Print liame: iS~~ MX/l~./f
lts:
Date; >A vl~
/ /
Its:
Date:
Prenared bv:
Tony D. Wilson
S.D.I.,Inc.
1831 W. Boise Ave, Suite B
Boise, ID 83706
2005 Option Land Lease ID
11/15/21
A-2021-0199
LANDLORD ACKNOWLEDGMENT
INDIVIDUAL CAPACITY
STATE OF ~w 4 trt )
SS.
COUNTY OF A.ty )
~O~V 443((~ , a notary pubhc, do hereby
ce 'hat t r ~3) on tl)tis Z D SItnt3~~3 /7~day ™~ of ~~, /who, being 20~ty by me first personally duly sworn, appeared declared before that me
he/she signed the foregoing document and that the statements therein contained are true.
DATED: //s 2/~
I/
Notary Seal
anaanaawaa>
(Legibly Print tk Stamp Name ofNotary)
Notary Public in and for the S~ta of Map 4 tpt
My appointment expires: 5 //&I td
INDIVIDUKAtttItktfTY
STATE OF MILUw )
) SS.
COUNTY OF l4P O )
I, 'l ntptw 4 43 tfSO~ , a notary public, do hereby
~~~ that on this rt />7Fbt. 5 (at en day ~ of I~who, M~, being 20~ by me first personally duly sworn, appeared declared before that me
he/she signed the foregoing document and tItat the statements therein contained are true.
DATED:
Notary Seal
nnnnnaaeadaa
D. O'Ig +ae
~ xxOTAgtp
~ goe ~
+UBL~ ~
h(D
(Signature
of
Notary)
(Legibly Print or Stamp b1ame ofNotary)
Notary Public inand for the Stpte tlf ~n LU9
My appointment expires: C7Wlr t
~a at
~ aaaaa ~
aaa -3- 2005 Option Land Leaae ID
11/15/21
A-2021-0199
TENANT ACKNOWLEDGEMENT
STATE OF /~ )
)
COUNTY OF 4~ )
~~ trit "flSN~ SS.
certify thyt on this / day of ALOD~
niw ~V , who,
he/she is the ~C. ~(Vi
he/she signed the foregoing docum5nt as
therein contained are true.
, a notary public, do hereby
, 200$ personally appeared before me
being by me first duly sworn, declared that
of New Cingular Wireless PCS, LLC, that
of the entity, and that the statements
DATED: ~/i/os
~~~~ "4 ~aA2c~
(Signature of Notary)
(Legibly Print or Stamp Name ofNotary)
Notary Public in and for the State of Qb
My appointment expires: 8/ts20//)'0
My ~aEtttltss ttt/20/dnscg
2005 Option Land Lease ID
11/15/21
A-2021-0199
EXHIBIT 1
DESCRIPTION OF PREMISES
Page I of 2
to the Memorandum of Lease dated 200, by and between Richard L. Shackelford
and Theresa M. Shackelford, Husband and Wife, as Landlord, and New Cingular Wireless PCS, LLC, a
Delaware limited liability company, as Tenant.
Landlord owns certain property with an address of 2600 S. Meridian Road, Meridian, ID 83642
hereintdier identified as the "Property".
Tenant leases a portion of the Property identified as the "Premises". The Premises are described
and/or
depicted as follows:
Parcel ¹ R9071450052
SCPXDHOLE A
I.oi 2 in Block 1 of Volkmsn Subdivisior, accortgng to the otHte!si pint tbereos; filed in
Sock 53 of Piste at Page(s) 4652, OFHiciai Pecords of A.ds Cour.t /,
Idaho.
EXCEPT
A parcel of)and being on the Easter!y side of the centerline of State BSghway Nto. 69,
.'roj e -.'o. SR-RS-3782(2) Hig«hivsy Survey as shown or. the plans thereo ueiv on ilic
iu the oiYi e of the Idaho ransportstion Departiuent, Division cfHighway!:, and being
a pordon of Government Lot 3 ef Seed on 19, Toivnship 3 North, Rrsgc I Xsst, Boise
Meridian, d cscribed as follows, to-wi+:
Comniencili«at the Northwest corner *fGovernnient 1st 3, Seat!on s9, To wnsliip 3
North, Range 1 East, Boise Nieridirn; thesce
Sou tli 0'38'31"West (shown of record to bc South 0'56'est) along the West line
of'aid
Government Lot 3 s disk»ace of 633.95 feet to the Nortitwest corr.cr oi'arcel B res
described!n t!iat certain Warranty Beati dated February 15, 198»a recorded February
15, 1985, as Instrument No. 8508756 records of Aria County, Idaho snd heing th
RXAI, PLACE OF BEGINNING; thence continuing
South 0'38'3l" West (shown on reentrd to be Sooth 0 56'est) n!ong said%est line
303.29feet to the Notnh ibte of Edmonds Court wit
'
is the Sousiiwesi corner of said
Parcel B; thence
Suutii 89 21'29«East (shown of record to bc South 89'04'ast)
alon the North Unc of
said Xtimonds Court and the South line of said I'areal B 60.0 fact to a point in a linc
nsrallel with snd 60.0 ftsn Easterly fram the ceaterline and bears
South 89'21 '29" Xsst from
Station 398+2434 of said State Highway No. 69, Protect
No.
SR-RS-3782(2) Hi«hway Survey; thence
North 0"38'31 East i)loiig s id. parol!
ei line 303.29 feet to a point ir the North 1'ine of
said Pat eel B and opposite Stm.'.on 401+27.63of said Highwav Survey; thence
t (shown of record to be North 89 04'est) aloug said North ii!i. Ci0.0 feet to the
i?XAL PLACK OF BEGIN»NING,
2005 Option Land Lease ID
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EXHIBIT I
DESCRIPTION OP PROPERTY
Page 2 of 2
to the Memorandum of Lease dated 200, by and between Richard L. Shackelford
and Theresa M. Shackelford, Husband and Wife, as Landlord, and New Cingular Wireless PCS, LLC, a
Delaware limited liability company, as Tenant.
J I d
NNCNNC
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Iannema ~Nln csaasnn CANCNIC CN
ccasaeie ~NNCN Iwl ANL Irtoioo c fa
WIN N SNCNAI&l
ss uunw ANNWIA ANNAI
Nwsasan ciNNIJN
wnauen tuuaa
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Iasem ANN@7
Notes:
l. This Exhibit may be replaced by a land
survey and/or construction drawings of the Premises once received by
Tenant.
2. Any setback of the Premises from the Property's boundaries shall be the distance required by
the applicable
governmental authoriues.
3. Width of access road shall be the width required by the applicable
governmental authorities, mcluding police
and fire departments.
4. The type, number and mounting positions and locations of antersms and transmission lines are illustrative only.
Actual types, numbers and mounting positions may vary &om what is shown above.
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23. SALE OF PROPERTY. If Landlord, at any time during the
Term of this Agreement, decides to
sell, subdivide or rezone any of the Premises, all or any part
of the Property or Surrounding Property, to a
purchaser other than Tenant, Landlord shall promptly notify Tenant in writing, and such sale, subdivision
or rezoning shall be subject to this Agreement and Tenant's rights hereunder.
Landlord agrees not to sell,
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in
curing a default will be excused if due to causes beyond the reasonable control of Landlord. If Landlord
remains in default beyond any applicable cure period, Tenant will have the right to exercise any
and all
rights available to it under law and equity, including the right to cure Landlord's default
and to deduct the
costs of such cure &om any monies due to Landlord from Tenant.
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request, Landlord will execute a
separate recordable easement evidencing this right In the event any public utility is unable to use the
access or easement provided to Tenant then the Landlord agrees to grant additional access or an easement
either to Tenant or to the public utility, for the benefit of Tenant, at no cost to Tenant.
13. REMOVAL/RESTORATION. All portions of the Communication Facility brought onto the
Property by Tenant will be and remain Tenant's
personal property and, at Tenant's option, may be
removed by Tenant at any time during the Term. Landlord
covenants and agrees that no part of the
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Agreement, except to the extent attributable to the
intentional act or omission negligent or
of Tenant, its employees, agents or independent
contractors.
(c) Notwithstanding anything to the contrary in
this Agreement, Tenant and Landlord each
waives any claims that each may have
against the other with respect to consequential,
special damages. incidental or
Ilk WARRANTIES.
(a) Tenant and Landlord each acknowledge and
represent that it is duly organized, validly
existing and in good standing and has the
right, power and authority to enter into this
itself hereto Agreement and bind
thmugh the party set forth as signatory for the
party below.
(b) Landlord represents and warrants that:
(i) Landlord solely owns the Property as a
in fee simple, or controls legal lot
the Property by lease or license;
(ii) the Property is not encumbered
liens, restrictions, mortgages, by any
covenants, conditions, easements, leases, or
orofrecord not of any other agreements
record, which would adversely affect Tenant's
Permitted Use and enjoyment of the Premises
under this Agreement; (iii) as long as Tenant
is not in default then Landlord grants to
quiet and Tenant sole, actual,
peaceful use, enjoyment and possession of
the Premises; (iv) Landlord's
performance of this execution and
Agreement will not violate any laws, ordinances,
covenants or the provisions of any
mortgage, lease or other agreement binding on
the Landlord; and (v) if
the Property is or becomes
encumbered by a deed to secure a
debt, mortgage or other security interest, Landlord
promptly to Tenant shall provide
a mutually agreeable Subordination, Non-Disturbance
and Attornment Agreement.
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for any reason, so long
as Tenant pays Landlord a
termination fee equal to six
(6) months Rent, at the then
however, current rate, provided,
that no such termination fee
will be payable on account of a
termination of this Agreement
Tenant under by
any one or more of Paragraphs
5(b) Approvals, 6(a) Termination,
6(b) Termination, 6(c)
Termination, 8 Interference,
11(d) Environmental, 18 Severability,
19 Condemnation or 20
this Casualty of
Agreement.
7. INSURANCE.
Tenant will enny during the
Term, at its own cost and
following insurance: expense, the
(i) oAll Risk"
property insurance for its property's
replacement cost; (ii) commercial
general liability insurance with a
minimum limit of liability of $
2,500,000 combined single limit for
bodily injury or death/property
damage arising out of
InsuranceWorkers'ompensation as required by any one occurrence; and (iii)
law. The coverage afforded
by Tenant's commercial general
liability insurance shall
apply to Landlord as an
additional insured, but only with
liability arising respect to Landlord's
out of its interest in the
Property.
8. INTERFERENCE.
(a) Where there are existing radio
Iiequency user(s) on the Property,
the Landlord will
provide Tenant with a list of all
existing radio &equency user(s)
on the Property to allow Tenant
evaluate the to
potential for interference. Tenant
warrants that its use of the Premises
will not interfere with
existing radio frequency
user(s) on the Property so disclosed
by Landlord, as long as the existing
frequency user(s) radio
operate and continue to operate
within their respective Aequencies
with all and in accordance
applicable laws and regulations.
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not to renew this Agreement
least at
sixty (60) days prior to the
expiration of the existing Term.
(c) If Tenant remains in
possession of the Premises after
the termination of this
then Agreement
Tenant will be deemed to be
occupying the Premises on a month
to month basis (the "Holdover
Term" ), subject
to the terms and conditions of
this Agreement.
(d) The Initial Term, and
the Extension Term are
collectively referred to as the
(RTerm"). Term
4. RENT.
(a) Commencing on the first
day of the month following
the date that Tenant
construction commences
(the "Rent Commencement Date"
), Tenant will
pay the Landlord a monthly
rental payment
of One Thousand Two
Hundred FiAy and No/100
Dollars ($ I250.00) (RRentn),
at the address set forth
above, on or before the fifth
(5 ) day ofeach
calendar month in advance. In
partial months occurring
aAer the Rent Commencement
Date, Rent will be prorated. The
initial Rent payment will be
forwarded by
Tenant to Landlord within
thirty (30) days aAer the Rent
Commencement Date.
(b) Rent shaH increase each
year of this lease by
three percent (3%) on
the annual
anniversary of the Rent
Commencement Date.
5. APPROVAlS.
(a) Landlord agrees that Tenant's
ability to use the Premises is
contingent upon the suitability
of the Premises for Tenant's
Permitted Use and Tenant's
ability to obtain and maintain
Approvals. all Government
Landlord authorizes Tenant to
prepare, execute and file all
required applications to obtain
Government Approvals for Tenant's
Permitted Use under this
Agreement and agrees to reasonably
Tenant assist
with such applications and
with obtaining and maintaining
the Govenunent Approvals.
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the Option during the
Initial Option Term or
any extension thereof, this
Agreement will terminate and the
parties will have no further
liability to each other.
(f) If during the Initial
Option Term or any extension
thereof, or during the term
of this
Agreement if the Option is
exercised, Landlord decides
to subdivide, sell, or
change the status of the
zoning of the Premises,
Property or any ofLandlord's
contiguous, adjoining or surrounding
property (the
"Surrounding Property",
which includes (without
limitation) the remainder of
the structure) or in the
event of foreclosure, Landlord
shall immediately notify
Tenant in writing. Any
sale of the Property shaB
be subject to Tenant's
rights under this Agreement.
Tenant acknowledges that
Landlord intends to seek
annexation and rezoning of
the "Surrounding Property"
with the City of Meridian
to allow its use for
office or commercial
purposes and for eventual resale
by Landlord.
2. Panhttpfae Usa.
T t
y Ih P I* f th I I I d
h shd dth Idhl ptl f
and upgrade ofits a D I I I . p h, p , pl *t
communications fixtures and
related equipment, cables,
accessories and improvements,
which may include a
suitable support structure,
associated antennas, I
beams, equipment shelters
or
cabinets and fencing and
any other items necessary
to the successful and
secure use of the Premises
(coffectively, the "Communication
Facility" ), as
well as the right to test,
survey and review title on
the
Property; Tenant further has the
right but not the obligation
to add, modify and/or
replace equipment in
order to be in compliance
with any cunent or
future federal, state or
local mandated application,
including, but not limited
to, emergency 911 communication
services, at no additional cost
to Tenant or
Landlord (coffectively, the
"Permitted Use").
However, Tenant agrees not
to change the physical
aspects
of the "Communication
Facility," including its
height, without Landlord's
consent; provided, however,
that such consent shall
not be unreasonably
withheld, conditioned or
delayed. Landlord and Tenant
agree
that any portion of the
Communication Facility that
may be conceptually described
on Exhibit 1 will not
be deemed to limit Tenant's
Permitted Use. IfExhibit 1
includes drawings of the
initial installation ofthe
Communication Facility, Landlord's
execution of this Agreement
will signify Landlord's
approval of
Exhibit 1. Tenant has the
right to install and operate
transmission cables &om the
equipment shelter or
cabinet to the antennas,
electric lines from the
main feed to the
equipment shelter or cabinet
and
communication lines from the
main entry point to the
equipment shelter or cabinet,
and to make Property
improvements, alterations,
upgrades or additions
appropriate for Tenant's use
(DTenant Changes" ).
Tenant shall construct a fence
around the Premises
consisting ofa physical and
sight banier, eight feet
(8') in height, as
mutuaffy agreed between
Landlord and Tenant, and
undertake any other
appropriate
means to secure the Premises.
Tenant agrees to comply
with aff applicable
governmental laws, rules,
2005 Option Land Lease ID
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of the Property in
accordance with this
The Agreement.
parties agree as follows:
1. OPTION TO
LEASE
(a) Landlord grants
to Tenant an
option (the "Option"
) to lease a
certain portion of
the
Property containing
approximately 375'15' 25')
square feet including
the air space above
such
room/cabinet/ground space
as described on
attached Exhibit I,
together with unrestricted
access for
Tenant's uses from
the nearest public
right-of-way along the
Propeny to the Premises
as described on the
attached Exhibit I
(collectively, the "Premises"
).
(b) During the
Option period and
any extension thereof,
and during the term
of this Agreement,
Tenant and its agents,
engineers, surveyors
and other representatives
will have the right
to enter upon the
Property to inspect,
examine, conduct soil
borings, drainage
testing, material
sampling, radio frequency
tesdng and other
geological or engineering
tests or studies of
the Property
(collectively, the "Tests"
), to
apply for and obuun
licenses, permits,
approvals, or other relief
required of or deemed
necessary or
appropriate at Tenant's
sole discretion for
its use of the
Premises and include,
without limitation,
applicadons for zoning
variances, zoning
ordinances, amendments,
special use permits,
and construction
permits (collectively,
the "Government
Approvals" ), initiate
the ordering and/or
scheduling ofnecessary
utilities, and otherwise
to do those things
on or olF the
Plopeny that, in the
opinion of Tenant, are
necessary
in Tenant's sole
discretion to determine
the physical condition
of the Property,
the environmental
history of
the Property, Landlord's
title to the Property
and the feasibility
or suitability of
the Property for Tenant'
Permitted Use, all
at Tenant's expense.
Tenant will not be
liable to Landlord or
any third party on
account
of any pre-existing
defect or condition
on or with respect
to the Property,
whether or not such
defect or
condition is disclosed
by Tenant's inspection.
Tenant will restore the
Property to its condition
as it existed
at the commencement
ofthe Option Term
(as defined below),
reasonable wear and
tear and casualty
not
caused by Tenant
excepted. In addition,
Tenant shall
indemnify, defend and
hold Landlord
harmless from
and against any
and all injury, loss,
damage or claims arising
directly out of Tenant's
Tests.
(c) In consideration
of Landlord granting
Tenant the Option,
Tenant agrees to
pay Landlord
the sum of One
Thousand and No/100
Dollars ($1,000.00)
within thiny (30)
business days of the
2005 Option Land
Lease ID
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