HomeMy WebLinkAboutVerizon ID6 Auditorium - Stadium
LEASE AGREEMENT
This Lease Agreement (the "Agreement") made this _______ day of ,
201__, between Independent School District Class A#1, with its principal offices located at 690
WƚŷƓ !ķğƒƭ tğƩƉǞğǤͲ Lķğŷƚ CğƌƌƭͲ Lķğŷƚ БЌЍЉЊͲ ŷĻƩĻźƓğŅƷĻƩ ķĻƭźŭƓğƷĻķ \[9{{hw ğƓķ Lķğŷƚ Џ Α
Clark Limited Partnership d/b/a Verizon Wireless, with its principal offices at One Verizon Way,
Mail Stop 4AW100, Basking Ridge, New Jersey 07920 (telephone number 866-862-4404),
hereinafter designated LESSEE. LESSOR and LESSEE are at times collectively referred to
hereinafter as the "Parties" or individually as the "Party."
WITNESSETH
In consideration of the mutual covenants contained herein and intending to be legally
bound hereby, the Parties hereto agree as follows:
1.PREMISES. LESSOR hereby leases to LESSEE approximately 840 square feet of
ŭƩƚǒƓķ ƭƦğĭĻ ΛƷŷĻ ͻDƩƚǒƓķ {ƦğĭĻͼΜ ƌƚĭğƷĻķ ğƷ ЏЉЊ S. Holmes Avenue, Idaho Falls, County of
.ƚƓƓĻǝźƌƌĻͲ {ƷğƷĻ ƚŅ LķğŷƚͲ ΛƷŷĻ ͻtƩƚƦĻƩƷǤͼΜͲ Ņƚr the installation, operation and maintenance of
communications equipment; together with such ğķķźƷźƚƓğƌ ƭƦğĭĻ ƚƓ \[ĻƭƭƚƩƭ ƌźŭŷƷ ƦƚƌĻ
ƭǒŅŅźĭźĻƓƷ ŅƚƩ ƷŷĻ źƓƭƷğƌƌğƷźƚƓͲ ƚƦĻƩğƷźƚƓ ğƓķ ƒğźƓƷĻƓğƓĭĻ ƚŅ ğƓƷĻƓƓğƭ ΛƷŷĻ ͻ!ƓƷĻƓƓğ {ƦğĭĻͼΜͳ
together with such additional space for the installation, operation and maintenance of wires,
ĭğĬƌĻƭͲ ĭƚƓķǒźƷƭ ğƓķ ƦźƦĻƭ ΛƷŷĻ ͻ/ğĬƌźƓŭ {ƦğĭĻͼΜ ƩǒƓƓźƓŭ ĬĻƷǞĻĻƓ ğƓķ ğƒƚƓŭ ƷŷĻ DƩƚǒƓķ
Space, and Antenna Space and to all necessary electrical and telephone utility sources located
at the Property; together with the non-exclusivĻ ƩźŭŷƷ ƚŅ źƓŭƩĻƭƭ ğƓķ ĻŭƩĻƭƭ ΛƷŷĻ ͻwźŭŷƷƭ ƚŅ
ğǤͼΜ ŅƩƚƒ ğ ƦǒĬƌźĭ ƩźŭŷƷΏƚŅΏǞğǤͲ ƭĻǝĻƓ ΛАΜ ķğǤƭ ğ week, twenty four (24) hours a day, over the
Property to and from the Premises (as hereinafter defined) for the purpose of installation,
ƚƦĻƩğƷźƚƓ ğƓķ ƒğźƓƷĻƓğƓĭĻ ƚŅ \[9{{99ƭ ĭƚƒƒǒƓźĭğƷźons facility. The Ground Space, Rights of
Way, Antenna Space and Cabling Space are hereinafter collectively referred to as the
ͻtƩĻƒźƭĻƭͼ ğƓķ ğƩĻ ğƭ ƭŷƚǞƓ ƚƓ 9ǣŷźĬźƷ ͻ!ͼ ğƷƷğched hereto and made a part hereof. In the
event there are not sufficient electric and telephone, cable or fiber utility sources located at the
Property, LESSOR agrees to grant LESSEE or the local utility provider the right to install such
utilities on, over and/or under the Property necessary for LESSEE to operate its communications
facility, provided the location of such utilities shall be as reasonably designated by LESSOR.
2.CONDITION OF PROPERTY. LESSOR shall deliver the Premises to LESSEE in a
ĭƚƓķźƷźƚƓ ƩĻğķǤ ŅƚƩ \[9{{99ƭ ĭƚƓƭƷƩǒĭƷźƚƓ ƚŅ źƷs improvements and clean and free of debris.
LESSOR represents and warrants to LESSEE that as of the Effective Date and continuing
throughout the Term (as hereinafter defined) the Property is in compliance with all Laws (as
defined in Paragraph 23 below) and the Property is free of all lead-based paint, asbestos or
other hazardous substances, as such term may be defined under any applicable federal, state or
local law. If a breach of the representations and warranties contained in this Paragraph 2 is
discovered at any time during the Term, LESSOR shall, promptly after receipt of written notice
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from LESSEE setting forth a description of suĭŷ ƓƚƓΏĭƚƒƦƌźğƓĭĻͲ ƩĻĭƷźŅǤ ƭğƒĻ ğƷ \[9{{hwƭ
expense.
3.TERM; RENTAL.
This Agreement shall be effective as of the date of execution by both Parties (the
"Effective Date"), provided, however, the initial term shall be for five (5) years and shall
commence on the first day of the month following the day that LESSEE commences installation
ƚŅ ƷŷĻ ĻƨǒźƦƒĻƓƷ ƚƓ ƷŷĻ tƩĻƒźƭĻƭ ΛƷŷĻ ͻ/ƚƒƒĻƓĭĻƒĻƓƷ 5ğƷĻͼΜ ğƷ Ǟŷźĭŷ ƷźƒĻ ƩĻƓƷğƌ ƦğǤƒĻƓƷƭ
st
for the first (1) year of the initial term shall commence and be due at a total annual rental of
$12,000.00 to be paid in advance annually on the Commencement Date and on each
anniversary of it in advance, to LESSOR or to such other person, firm or place as LESSOR may,
from time to time, designate in writing at least thirty (30) days in advance of any rental
payment date by notice given in accordance with Paragraph 17 below. LESSOR and LESSEE
acknowledge and agree that initial rental payment shall not actually be sent by LESSEE until
thirty (30) days after the Commencement Date. LESSOR and LESSEE agree that they shall
acknowledge in writing the Commencement Date.
The annual rental for the second (2nd) year of the initial term and for each year
thereafter including any and all extension terms shall be equal to 102% of the annual rental
payable with respect to the immediately preceding year.
Upon agreement of the Parties, LESSEE may pay rent by electronic funds transfer and in
such event, LESSOR agrees to provide to LESSEE bank routing information for such purpose
upon request of LESSEE.
LESSOR hereby agrees to provide to LE{{99 ĭĻƩƷğźƓ ķƚĭǒƒĻƓƷğƷźƚƓ ΛƷŷĻ ͻwĻƓƷğƌ
5ƚĭǒƒĻƓƷğƷźƚƓͼΜ źƓĭƌǒķźƓŭ ǞźƷŷƚǒƷ ƌźƒźƷğƷźƚƓʹ ΛźΜ ķƚĭǒƒĻƓƷğƷźƚƓ ĻǝźķĻƓĭźƓŭ \[9{{hwƭ ŭƚƚķ
and sufficient title to and/or interest in the Property and right to receive rental payments and
other benefits hereunder; (ii) a completed Internal Revenue Service Form W-9, or equivalent
for any party to whom rental payments are to be made pursuant to this Agreement; and (iii)
other documentation requested by LESSEE and within fifteen (15) days of obtaining an interest
in the Property or this Agreement, any assignee(s), transferee(s) or other successor(s) in
interest of LESSOR shall provide to LESSEE such Rental Documentation. All documentation shall
be acceptable to LESSEE in LE{{99ƭ ƩĻğƭƚƓğĬƌĻ ķźƭĭƩĻƷźƚƓ͵ Delivery of Rental Documentation
to LESSEE shall be a prerequisite for the payment of any rent by LESSEE and notwithstanding
anything to the contrary herein, LESSEE shall have no obligation to make any rental payments
until Rental Documentation has been supplied to LESSEE as provided herein.
Within thirty (30) days of a written request from LESSEE, LESSOR or any
assignee(s) or transferee(s) of LESSOR agrees to provide updated Rental Documentation.
Delivery of Rental Documentation to LESSEE shall be a prerequisite for the payment of any rent
by LESSEE to such party and notwithstanding anything to the contrary herein, LESSEE shall have
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no obligation to make any rental payments until Rental Documentation has been supplied to
LESSEE as provided herein.
4. ELECTRICAL. If permitted by the local utility company servicing the Premises,
LESSEE shall furnish and install an electrical meter at the Premises for the measurement of
electrical power used by LESSEE's installation. In the alternative, if permitted by the local utility
company servicing the Premises, LESSEE shall furnish and install an electrical sub-meter at the
Premises for the measurement of electrical power used by LESSEE's installation. In the event
such sub-meter is installed, the LESSEE shall pay the utility directly for its power consumption, if
billed by the utility, and if not billed by the utility, then the LESSOR shall read LESSEE's sub-
meter on a monthly basis and provide LESSEE with an invoice for LESSEE's power consumption
on an annual basis. Specifically, after the expiration of each calendar year, LESSOR shall
determine LESSEE's actual electrical power consumption and resulting charges for the
immediately preceding calendar year based on reading of the LESSEE's sub-meter on a monthly
basis and the electricity bills received by LESSOR throughout such calendar year. Each invoice
shall reflect charges only for LESSEE's power consumption based on the average kilowatt hour
rate actually paid by LESSOR to the utility for electricity, without mark up or profit. All invoices
for power consumption shall be sent by LESSOR to LESSEE at Verizon Wireless, M/S 3846, P.O.
Box 2375, Spokane, Washington 99210-2375, shall be provided to LESSEE within ninety (90)
days following the conclusion of each calendar year (the "Invoice Period"), and shall be
accompanied by copies of the electricity bills received by LESSOR during the subject calendar year
and documentation of the sub-meter readings applicable to such calendar year. If LESSOR fails to
deliver an invoice to LESSEE within the Invoice Period, LESSOR waives any right to collect any
electrical charges from LESSEE for the subject calendar year. LESSEE shall pay each annual power
consumption charge within forty-five (45) days after receipt of the invoice from LESSOR.
LESSEE shall be permitted at any time during the Term, to install, maintain and/or
provide access to and use of, as necessary (during any power interruption at the Premises), a
temporary power source, and all related equipment and appurtenances within the Premises, or
elsewhere on the Property in such locations as reasonably approved by LESSOR. LESSEE shall
have the right to install conduits connecting the temporary power source and related
appurtenances to the Premises.
5. EXTENSIONS. This Agreement shall automatically be extended for four (4)
additional five (5) year terms unless LESSEE terminates it at the end of the then current term by
giving LESSOR written notice of the intent to terminate at least three (3) months prior to the
end of the then current term. The initial term and all extensions shall be collectively referred to
herein as the "Term".
6. USE; GOVERNMENTAL APPROVALS. LESSEE shall use the Premises for the
purpose of constructing, maintaining, repairing and operating a communications facility and
uses incidental thereto. LESSEE shall have the right to replace, repair, add or otherwise modify
its utilities, equipment, antennas and/or conduits or any portion thereof and the frequencies
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over which the equipment operates, whether the equipment, antennas, conduits or
frequencies are specified or not on any exhibit attached hereto, during the Term. It is
understood and agreed that LESSEE's ability to use the Premises is contingent upon its
obtaining after the execution date of this Agreement all of the certificates, permits and other
approvals (collectively the "Governmental Approvals") that may be required by any Federal,
State or Local authorities as well as a satisfactory building structural analysis which will permit
LESSEE use of the Premises as set forth above. LESSOR shall cooperate with LESSEE in its effort
to obtain such approvals and shall take no action which would adversely affect the status of the
Property with respect to the proposed use thereof by LESSEE. In the event that (i) any of such
applications for such Governmental Approvals should be finally rejected; (ii) any Governmental
Approval issued to LESSEE is canceled, expires, lapses, or is otherwise withdrawn or terminated
by governmental authority; (iii) LESSEE determines that such Governmental Approvals may not
be obtained in a timely manner, or (iv) Lessee, in its sole discretion, determines that the use of
the Premises is obsolete or unnecessary, LESSEE shall have the right to terminate this
Agreement. Notice of LESSEE's exercise of its right to terminate shall be given to LESSOR in
accordance with the notice provisions set forth in Paragraph 17 and shall be effective upon the
mailing of such notice by LESSEE, or upon such later date as designated by LESSEE. All rentals
paid to said termination date shall be retained by LESSOR. Upon such termination, this
Agreement shall be of no further force or effect except to the extent of the representations,
warranties and indemnities made by each Party to the other hereunder. Otherwise, the LESSEE
shall have no further obligations for the payment of rent to LESSOR.
7. INDEMNIFICATION. Subject to Paragraph 8, below, each Party shall indemnify
and hold the other harmless against any claim of liability or loss from personal injury or
property damage resulting from or arising out of the negligence or willful misconduct of the
indemnifying Party, its employees, contractors or agents, except to the extent such claims or
damages may be due to or caused by the negligence or willful misconduct of the other Party, or
its employees, contractors or agents.
8. INSURANCE.
a. The Parties hereby waive and release any and all rights of action for
negligence against the other which may hereafter arise on account of damage to the Premises
or to the Property, resulting from any fire, or other casualty of the kind covered by standard fire
insurance policies with extended coverage, regardless of whether or not, or in what amounts,
such insurance is now or hereafter carried by the Parties, or either of them. These waivers and
releases shall apply between the Parties and they shall also apply to any claims under or
through either Party as a result of any asserted right of subrogation. All such policies of
insurance obtained by either Party concerning the Premises or the Property shall waive the
insurer's right of subrogation against the other Party.
b. LESSOR and LESSEE each agree that at its own cost and expense, each will
maintain commercial general liability insurance with limits not less than $1,000,000 for injury to
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or death of one or more persons in any one occurrence and $500,000 for damage or
destruction to property in any one occurrence. LESSOR and LESSEE each agree that it will
include the other Party as an additional insured.
9. LIMITATION OF LIABILITY. Except for indemnification pursuant to Paragraphs 7
and 21, neither Party shall be liable to the other, or any of their respective agents,
representatives, employees for any lost revenue, lost profits, loss of technology, rights or
services, incidental, punitive, indirect, special or consequential damages, loss of data, or
interruption or loss of use of service, even if advised of the possibility of such damages,
whether under theory of contract, tort (including negligence), strict liability or otherwise.
10. ANNUAL TERMINATION. Notwithstanding anything to the contrary contained
herein, provided LESSEE is not in default hereunder beyond applicable notice and cure periods,
LESSEE shall have the right to terminate this Agreement upon the annual anniversary of the
Commencement Date provided that three (3) months prior notice is given to LESSOR.
11. INTERFERENCE. LESSEE agrees to install equipment of the type and frequency
which will not cause harmful interference which is measurable in accordance with then existing
industry standards to any equipment of LESSOR or other lessees of the Property which existed
on the Property prior to the date this Agreement is executed by the Parties. In the event any
after-installed LESSEE's equipment causes such interference, and after LESSOR has notified
LESSEE in writing of such interference, LESSEE will take all commercially reasonable steps
necessary to correct and eliminate the interferĻƓĭĻͲ źƓĭƌǒķźƓŭ ĬǒƷ ƓƚƷ ƌźƒźƷĻķ ƷƚͲ ğƷ \[9{{99ƭ
option, powering down such equipment and later powering up such equipment for intermittent
testing. In no event will LESSOR be entitled to terminate this Agreement or relocate the
equipment as long as LESSEE is making a good faith effort to remedy the interference issue.
LESSOR agrees that LESSOR and/or any other tenants of the Property who currently have or in
the future take possession of the Property will be permitted to install only such equipment that
is of the type and frequency which will not cause harmful interference which is measurable in
accordance with then existing industry standards to the then existing equipment of LESSEE.
The Parties acknowledge that there will not be an adequate remedy at law for noncompliance
with the provisions of this Paragraph and therefore, either Party shall have the right to
equitable remedies, such as, without limitation, injunctive relief and specific performance.
12. REMOVAL AT END OF TERM. LESSEE shall, upon expiration of the Term, or within
ninety (90) days after any earlier termination of the Agreement, remove its equipment,
conduits, fixtures and all personal property and restore the Premises to its original condition,
reasonable wear and tear and casualty damage excepted. LESSOR agrees and acknowledges
that all of the equipment, conduits, fixtures and personal property of LESSEE shall remain the
personal property of LESSEE and LESSEE shall have the right to remove the same at any time
during the Term, whether or not said items are considered fixtures and attachments to real
property under applicable laws. If such time for removal causes LESSEE to remain on the
Premises after termination of this Agreement, LESSEE shall pay rent at the then existing
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monthly rate or on the existing monthly pro-rata basis if based upon a longer payment term,
until such time as the removal of the building, antenna structure, fixtures and all personal
property are completed.
13. RIGHT OF FIRST REFUSAL (COMMUNICATIONS EASEMENT). If LESSOR elects,
during the Term to grant to a third party by easement or other legal instrument an interest in
and to that portion of the Property occupied by LESSEE, or a larger portion thereof, for the
purpose of operating and maintaining communications facilities or the management thereof,
with or without an assignment of this Agreement to such third party, LESSEE shall have the right
of first refusal to meet any bona fide offer of transfer on the same terms and conditions of such
offer. If LESSEE fails to meet such bona fide offer within thirty (30) days after written notice
thereof from LESSOR, LESSOR may grant the easement or interest in the Property or portion
thereof to such third person in accordance with the terms and conditions of such third party
offer.
14. RIGHTS UPON SALE. Should LESSOR, at any time during the Term decide (i) to
sell or transfer all or any part of the Property thereon to a purchaser other than LESSEE, or (ii)
to grant to a third party by easement or other legal instrument an interest in and to that
portion of the Property occupied by LESSEE, or a larger portion thereof, for the purpose of
operating and maintaining communications facilities or the management thereof, such sale or
grant of an easement or interest therein shall be under and subject to this Agreement and any
such purchaser or transferee shall recognize LESSEE's rights hereunder under the terms of this
Agreement. In the event that LESSOR completes any such sale, transfer, or grant described in
this paragraph without executing an assignment of this Agreement whereby the third party
agrees in writing to assume all obligations of LESSOR under this Agreement, then LESSOR shall
not be released from its obligations to LESSEE under this Agreement, and LESSEE shall have the
right to look to LESSOR and the third party for the full performance of this Agreement.
15. QUIET ENJOYMENT AND REPRESENTATIONS. LESSOR covenants that LESSEE, on
paying the rent and performing the covenants herein, shall peaceably and quietly have, hold
and enjoy the Premises. LESSOR represents and warrants to LESSEE as of the execution date of
this Agreement, and covenants during the Term that LESSOR is seized of good and sufficient
title and interest to the Property and has full authority to enter into and execute this
Agreement. LESSOR further covenants during the Term that there are no liens, judgments or
impediments of title on the Property, or affecting LESSOR's title to the same and that there are
no covenants, easements or restrictions which prevent or adversely affect the use or occupancy
of the Premises by LESSEE as set forth above.
16. ASSIGNMENT. This Agreement may be sold, assigned or transferred by the LESSEE
without any approval or consent of the LESSOR to the LESSEE's principal, affiliates, subsidiaries of
its principal or to any entity which acquires all or substantially all of LESSEE's assets in the market
defined by the Federal Communications Commission in which the Property is located by reason of
a merger, acquisition or other business reorganization. As to other parties, this Agreement may
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not be sold, assigned or transferred without the written consent of the LESSOR, which such
consent will not be unreasonably withheld, delayed or conditioned. No change of stock
ownership, partnership interest or control of LESSEE or transfer upon partnership or corporate
dissolution of LESSEE shall constitute an assignment hereunder.
17. NOTICES. All notices hereunder must be in writing and shall be deemed validly
given if sent by certified mail, return receipt requested or by commercial courier, provided the
courier's regular business is delivery service and provided further that it guarantees delivery to
the addressee by the end of the next business day following the courier's receipt from the
sender, addressed as follows (or any other address that the Party to be notified may have
designated to the sender by like notice):
LESSOR: Independent School District Class A #1
690 John Adams Parkway
Idaho Falls, Idaho 83401
Telephone: (208) 525-7519
\[9{{99ʹ Lķğŷƚ Џ Α /ƌğƩƉ \[źƒźƷĻķ tğƩƷƓĻƩƭŷźƦ
d/b/a Verizon Wireless
180 Washington Valley Road
Bedminster, New Jersey 07921
Attention: Network Real Estate
Notice shall be effective upon actual receipt or refusal as shown on the receipt obtained
pursuant to the foregoing.
18. RECORDING. LESSOR agrees to execute a Memorandum of this Agreement
which LESSEE may record with the appropriate recording officer. The date set forth in the
Memorandum of Lease is for recording purposes only and bears no reference to
commencement of either the Term or rent payments.
19. DEFAULT. In the event there is a breach by a Party with respect to any of the
provisions of this Agreement or its obligations under it, the non-breaching Party shall give the
breaching Party written notice of such breach. After receipt of such written notice, the
breaching Party shall have thirty (30) days in which to cure any breach, provided the breaching
Party shall have such extended period as may be required beyond the thirty (30) days if the
breaching Party commences the cure within the thirty (30) day period and thereafter
continuously and diligently pursues the cure to completion. The non-breaching Party may not
maintain any action or effect any remedies for default against the breaching Party unless and
until the breaching Party has failed to cure the breach within the time periods provided in this
Paragraph. Notwithstanding the foregoing to the contrary, it shall be a default under this
Agreement if LESSOR fails, within five (5) days after receipt of written notice of such breach, to
perform an obligation required to be performed by LESSOR if the failure to perform such an
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ƚĬƌźŭğƷźƚƓ źƓƷĻƩŅĻƩĻƭ ǞźƷŷ \[9{{99ƭ ğĬźƌźƷǤ Ʒƚ ĭƚƓķǒĭt its business; provided, however, that if the
ƓğƷǒƩĻ ƚŅ \[9{{hwƭ ƚĬƌźŭğƷźƚƓ źƭ ƭǒĭŷ ƷŷğƷ ƒƚƩĻ ƷŷğƓ five (5) days after such notice is reasonably
required for its performance, then it shall not be a default under this Agreement if performance
is commenced within such five (5) day period and thereafter diligently pursued to completion.
20. REMEDIES. In the event of a default by either Party with respect to a material
provision of this Agreement, without limiting the non-defaulting Party in the exercise of any
right or remedy which the non-defaulting Party may have by reason of such default, the non-
defaulting Party may terminate the Agreement and/or pursue any remedy now or hereafter
available to the non-defaulting Party under the Laws or judicial decisions of the state in which
the Premises are located. Further, upon a default, the non-defaulting Party may at its option
(but without obligation to do so), perform thĻ ķĻŅğǒƌƷźƓŭ tğƩƷǤƭ ķǒƷǤ ƚƩ ƚĬƌźŭğƷźƚƓ ƚƓ ƷŷĻ
ķĻŅğǒƌƷźƓŭ tğƩƷǤƭ ĬĻŷğƌŅͲ źƓĭƌǒķźƓŭ ĬǒƷ ƓƚƷ ƌźƒited to the obtaining of reasonably required
insurance policies. The costs and expenses of any such performance by the non-defaulting
Party shall be due and payable by the defaulting Party upon invoice therefor. If LESSEE
undertakes any such performance on LESSOR's behalf and LESSOR does not pay LESSEE the full
undisputed amount within thirty (30) days of its receipt of an invoice setting forth the amount
due, LESSEE may offset the full undisputed amount due against all fees due and owing to
LESSOR under this Agreement until the full undisputed amount is fully reimbursed to LESSEE.
21. ENVIRONMENTAL.
a.LESSOR will be responsible for all obligations of 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 conditions or
concerns as may now or at any time hereafter be in effect, that are or were in any way related
to activity now conducted in, on, or in any way related to the Property, unless such conditions
or concerns are caused by the specific activities of LESSEE in the Premises.
b.LESSOR shall hold LESSEE harmless and indemnify LESSEE from and
assume all duties, responsibility and liability at LESSOR's sole cost and expense, for all duties,
responsibilities, and liability (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 in any way related to: a) 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 concerns or conditions as may now or at any time hereafter be in effect, unless such
non-compliance results from conditions caused by LESSEE; and b) any environmental or
industrial hygiene conditions arising out of or in any way related to the condition of the
Property or activities conducted thereon, unless such environmental conditions are caused by
LESSEE.
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c. LESSEE shall hold LESSOR harmless and indemnify LESSOR from and
assume all duties, responsibility and liability at LESSEE's sole cost and expense, for all duties,
responsibilities, and liability (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 in any way related to: a) 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 concerns or conditions as may now or at any time hereafter be in effect, to the extent
that such non-compliance results from conditions caused by LESSEE; and b) any environmental
or industrial hygiene conditions arising out of or in any way related to the condition of the
Property or activities conducted thereon, to the extent that such environmental conditions are
caused by LESSEE.
22. CASUALTY. In the event of damage by fire or other casualty to the Premises that
cannot reasonably be expected to be repaired within forty-five (45) days following same or, if
the Property is damaged by fire or other casualty so that such damage may reasonably be
expected to disrupt LESSEE's operations at the Premises for more than forty-five (45) days, then
LESSEE may, at any time following such fire or other casualty, provided LESSOR has not
completed the restoration required to permit LESSEE to resume its operation at the Premises,
terminate this Agreement upon fifteen (15) days prior written notice to LESSOR. Any such
notice of termination shall cause this Agreement to expire with the same force and effect as
though the date set forth in such notice were the date originally set as the expiration date of
this Agreement and the Parties shall make an appropriate adjustment, as of such termination
date, with respect to payments due to the other under this Agreement. Notwithstanding the
foregoing, the rent shall abate during the period of repair following such fire or other casualty
źƓ ƦƩƚƦƚƩƷźƚƓ Ʒƚ ƷŷĻ ķĻŭƩĻĻ Ʒƚ Ǟŷźĭŷ \[9{{99ƭ ǒƭĻ ƚŅ ƷŷĻ tƩĻƒźƭĻƭ źƭ źƒƦğźƩĻķ͵
23. APPLICABLE LAWS. During the Term, LESSOR shall maintain the Property in
compliance with all applicable laws, rules, regulations, ordinances, directives, covenants,
easements, zoning and land use regulations, and restrictions of record, permits, building codes,
and the requirements of any applicable fire insurance underwriter or rating bureau, now in
effect or which may hereafter come into effect (including, without limitation, the Americans
with Disabilities Act and laws regulating hazardƚǒƭ ƭǒĬƭƷğƓĭĻƭΜ ΛĭƚƌƌĻĭƷźǝĻƌǤ ͻ\[ğǞƭͼΜ͵ \[9{{99
shall, in respect to the condition of the Premises ğƓķ ğƷ \[9{{99ƭ ƭƚƌĻ ĭƚƭƷ ğƓķ ĻǣƦĻƓƭĻͲ ĭƚƒƦƌǤ
ǞźƷŷ ΛğΜ ğƌƌ \[ğǞƭ ƩĻƌğƷźƓŭ ƭƚƌĻƌǤ Ʒƚ \[9{{99ƭ ƭƦecific and unique nature of use of the Premises;
and (b) all building codes requiring modifications to the Premises due to the improvements
being made by LESSEE in the Premises.
24. MISCELLANEOUS. This Agreement contains all agreements, promises and
understandings between the LESSOR and the LESSEE regarding this transaction, and no oral
agreement, promises or understandings shall be binding upon either the LESSOR or the LESSEE
in any dispute, controversy or proceeding. This Agreement may not be amended or varied
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except in a writing signed by all parties. This Agreement shall extend to and bind the heirs,
personal representatives, successors and assigns hereto. The failure of either party to insist
upon strict performance of any of the terms or conditions of this Agreement or to exercise any
of its rights hereunder shall not waive such rights and such party shall have the right to enforce
such rights at any time. This Agreement and the performance thereof shall be governed
interpreted, construed and regulated by the laws of the state in which the Premises is located
without reference to its choice of law rules.
IN WITNESS WHEREOF, the Parties hereto have set their hands and affixed their
respective seals the day and year first above written.
LESSOR: Independent School District Class A #1
By:
Name: ____________________________________
Its: _______________________________________
Date: _____________________________________
LESSEE: Lķğŷƚ Џ Α /ƌğƩƉ \[źƒźƷĻķ tğƩƷƓĻƩƭŷźƦ ķΉĬΉğ ĻƩźǩƚƓ źƩĻƌĻƭƭ
By: CommNet Cellular Inc., Its Managing Agent
By:
Name: Diana Scudder
Title: Executive Director Market Operations
Date: ______________________________________
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EXHIBIT "A" (Page 1 of 19)
LEGAL DESCRIPTION
BEGINNING AT A POINT THAT IS EAST 30.7 FEET FROM THE NORTHWEST CORNER
OF THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER OF SECTION 20,
TOWNSHIP 2 NORTH, RANGE 38, EAST OF BOISE MERIDIAN, SAID POINT BEING 50
FEET EAST OF THE WEST PROPERTY LINE OF HOLMES AVENUE, AND RUNNING
THENCE SOUTH, PARALLEL TO THE WEST PROPERTY LINE OF HOLMES AVENUE, 637.2
FEET TO THE CENTER LINE OF SEVENTH STREET, EXTENDED, THENCE EAST ALONG
THE CENTER LINE OF SEVENTH STREET, EXTENDED, 1290 FEET TO THE EAST LINE OF
THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER OF SAID SECTION 20,
THENCE NORTH 0°20’10" EAST ALONG SAID EAST LINE OF THE SOUTHWEST
QUARTER OF THE NORTHWEST QUARTER OF SAID SECTION 20, 631.32 FEET TO THE
NORTH LINE OF THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER OF SAID
SECTION 20, THENCE NORTH 89°44’40" WEST ALONG THE NORTH LINE OF THE
SOUTHWEST QUARTER OF THE NORTHWEST QUARTER OF SAID SECTION 20, 1293.7
FEET TO THE POINT OF BEGINNING.
LESS AND EXCEPTING THEREFROM THE FOLLOWING:
BEGINNING AT A POINT IS EAST 30.7 FEET FROM THE NORTHWEST CORNER OF THE
SOUTHWEST QUARTER OF THE NORTHWEST QUARTER OF SECTION 20, TOWNSHIP 2
NORTH, RANGE 38, EAST OF BOISE MERIDIAN, BONNEVILLE COUNTY, IDAHO, (SAID
POINT BEING 50 FEET EAST AND 15.2 FEET NORTH OF THE INTERSECTION OF THE
WEST PROPERTY LINE OF HOLMES AVENUE AND THE SOUTH PROPERTY LINE OF 5TH
STREET), AND RUNNING THENCE SOUTH, 135.08 FEET, THENCE EAST, 500 FEET;
THENCE NORTH, 132.5 FEET; THENCE NORTH 89°44’40" WEST, 500.01 FEET TO THE
POINT OF BEGINNING.
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EXHIBIT "A" (Page 2 of 19)
SITE PLAN OF PREMISES
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SITE PLAN OF PREMISES
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SITE PLAN OF PREMISES
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