HomeMy WebLinkAboutLease Amendment 2019AGRICULTURAL LEASE AMENDMENT
Whereas, on or about September 27th, 2018, then land owners Duke and Dude LLC and Hayden
Unified Credit Trust entered into an "Agricultural Lease" (hereinafter `lease') with tenant Rafter
B Inc. (hereinafter `tenant'); and
Whereas, a true and correct copy of said lease is attached hereto as Exhibit "A" and
incorporated herein by this reference; and
Whereas, the subject property of that lease was subsequently purchased by Kittitas County to be
held in ownership by Kittitas County Solid Waste (hereinafter `County'); and
Whereas, tenant and County, for good and valuable consideration, the sufficiency of which is
acknowledged by both the tenant and the County, desire to amend said lease.
Now, Therefore, the tenant and County agree to amend said lease as follows:
Where referenced in the lease Landlord will now reference Kittitas County Solid Waste.
2. Terms of Lease: will change to read as follows:
The term of this Lease commenced in 2016 and shall expire on December 31 st, 2020;
provided, however, Tenant or Landlord may, upon 180 days' notice terminate the
Lease.
4.2 Water: will add the following to the end of the paragraph:
The Tenant is to maintain records showing number of days that irrigation water was
used per year from ditch and the meter reading at beginning and end of season, along
with the number of cattle grazed on the property and how long. Records must be
provided to the Landlord on or before February 1, of the following year.
5. Fences: will change to read as follows:
Tenant shall maintain all fences presently situated on the Leased Property in good
order and condition throughout the term of this Lease and return the same to Landlord
at the termination of this Lease in as good a condition as the same were on the date of
commencement of this Lease, reasonable wear and tear, use and acts of God excepted.
The Landlord may with the agreement of the tenant install additional fencing at the
landlord's expense.
19. Notice: will change to read as follows:
Landlord: Tenant:
Kittitas County Rafter B Inc.
c/o Kittitas County Solid Waste c/o Bart Bland
Patti Johnson 3830 Manastash Road
925 Industrial Way Ellensburg, WA 98926
Ellensburg, WA 98926
IN WITNESS WHEREOF, Lessor and Lessee have signed their names and affixed their
seals the day and year first above written.
ATTEST:
Clerk of the Board
Approved as to form:
Prosecuting Attorney
COUNTY:
BOARD OF COUNTY COMMISSIONERS
KITTITAS COUNTY, WASHINGTON
�-nair
Commissioner
Commissioner
TENANT:
Address:
EXHIBIT
AGRICULTURAL LEASE
THIS AGRICULTURAL LEASE is made and entered into as of thisr � day of—se
2018, by and between DUKE AND DUDE LLC, a Washington limited liability company as to an
individual 90% interest and the HAYDEN UNIFIED CREDIT TRUST as to an individual 10%
(hereinafter "Landlord") and RAFTER B INC., a Washington corporation (hereinafter "Tenant").
WITNESSETH:
A. WHEREAS, Landlord owns the property legally described on Exhibit A attached hereto
and incorporated herein by reference ("Landlord's Property"); and
B. WHEREAS, Landlord desires to lease to Tenant and Tenant desires to lease from
Landlord Landlord's Property.
NOW, THEREFORE, for and in consideration of the payment of rent and the mutual covenants
set forth herein, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant
hereby agree as follows:
1. RENT. Landlord shall receive as rent for the above described property the sum of $1 per
year. Landlord and Tenant agree that the Tenant's care of the property has a value that is commensurate
with the fair rental value of the property.
2_ TERM OF LEASE. The term of this Lease commenced in 2016 and shall expire on
December 31", 2023; provided, however, Tenant may, upon 180 days' notice terminate the Lease.
3. USE OF THE PROPERTY. The Property shall be used by Tenant for the growing,
harvesting and storage of crops and for pasture and pasturing of livestock.
4. ALLOCATION OF EXPENSES.
4.1. TAXES. Landlord agrees to pay all real and personal property taxes and
assessments levied against the Landlord's Property during the term of this Lease.
4.2, WATER. Landlord agrees to pay all water charges assessed by any
governmental agency, irrigation district or other supplier of water to the Property for irrigation water
delivered or supplied to the Property and water charges shall include "minimum", "supplemental", and
"excess" water, drainage, operation and maintenance (0 & M) and reconstruction charges or the like, as
defined by the governmental agency, irrigation district or other water supply company.
4.3. OPERATING EXPENSES. Except as may otherwise be provided herein, Tenant
shall pay for all expenses incurred in any way for the growing and harvesting of hay, sudan grass, corn,
grain and other crops and for pasture and pasturing of livestock, whether incurred by Tenant, Tenant's
agents or employees, or by third persons, including, but not limited to, costs for fertilizer, seed, pesticides,
chemicals, harvesting, transportation, marketing, labor, custom work and equipment charges.
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4.4. MAINTENANCE AND REPAIR. Tenant shall perform and pay for all routine
maintenance to the irrigation system and property Tenant has the right to use. Any major repairs to or
replacement of equipment, such as pump panels, pumps, wheel line or main lines, shall be paid for by
Landlord. Any capital improvements over $5,000 must be consented to by Landlord in writing prior to
Tenant incurring said capital improvements. Tenant shall pay for and/or Tenant shall physically spray
weeds growing on the Landlord's property during the lease term.
5. FENCES. Landlord shall maintain all fences presently situated on the Leased Property in
good order and condition throughout the term of this Lease and return the same to Landlord at the
termination of this Lease in as good a condition as the same were on the date of commencement of this
Lease, reasonable wear and tear, use and acts of God excepted.
6. RETURN OF THE PROPERTY. At the termination of this Lease, Tenant shall return
the Property to Landlord in as good a condition as the same was at the time Tenant took possession
hereunder, natural deterioration, depreciation, reasonable wear and tear due to use, occupancy, farming
and acts of God excepted.
7. CONDITION OF THE PROPERTY. Tenant agrees that Tenant has inspected the
Property and relies solely on such inspection as the basis for entering into this Lease, and not on any
statement or representation of Landlord or anyone on Landlord's behalf. Tenant agrees that the Property,
including improvements or equipment provided by Landlord, is suitable for all the uses and purposes of
Tenant. There are no agreements between Landlord and Tenant respecting the repair, alteration or
improvement of all or any portion of the Property by Landlord unless the agreement relied on is in writing
in other paragraphs of this Lease or attached hereto.
8. PEACEFULLY HOLD. Landlord hereby covenants that upon Tenant paying the rent
hereby reserved and observing and performing several covenants herein contained, Tenant shall, unless
otherwise provided herein, peacefully hold and enjoy the Property during the term of this Lease.
9. WASTE. Tenant agrees not to commit spoil or waste on any of the Property and to
surrender peaceful possession thereof at the termination of this Lease in a clean and neat condition, free
and clear of all refuse and debris.
10. INDEMNITY AND INSURANCE. Tenant shall defend, indemnify and hold Landlord
harmless from all expenses, claims, liability and damages to persons or property, including property of
Tenant, from any cause whatsoever arising out of or in connection with the use, operation and/or
occupation of the Property by Tenant, including any property of Tenant: and shall procure and keep in full
force during the term of this Lease a policy or policies of public and farm operations liability and property
damage insurance in amounts reasonably adequate to indemnify and protect Tenant and Landlord from
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liability for damages on account of any alleged or actual injuries to or death of any persons and/or
property damage from any cause whatsoever arising out of or in connection with the use, operation and/or
occupation of the Property, including property of Tenant. A copy of such insurance policy shall he
provided to Landlord. Landlord shall insure, at their election, any structures or improvements on the
property. Tenant, at its selection, may insure any personal property it keeps on the property including
crops. Tenant will identify Landlord as an additional insured. In the event a structure is damaged and/or
destroyed and said damage and/or destruction is covered by insurance, and the damage and/or destruction
is a direct result of Tenant or Tenant's employee's negligence, then Tenant shall be obligated to pay the
Landlord's deductible under the applicable policy of insurance.
11. PROPERTY OF TENANT. All personal property owned by Tenant or in which Tenant
has rights is at the sole risk of Tenant and Tenant agrees that Landlord shall have no responsibility for any
loss, damage or destruction thereto, regardless of the cause thereof.
12. LIENS. Tenant agrees to not allow any voluntary or involuntary attachments, executions,
liens, security interests or other encumbrances to attach to the Property and in the event any are posted to
the Property, Tenant agrees to discharge any attachments, executions, liens, security interests or other
encumbrances, all herein Encumbrances, which may be filed or levied against the Property for any reason
arising out of Tenant' s use, operation and/or occupation of the Property, including any property of
Tenant, and to discharge any such Encumbrances at Tenant's own cost and expense; provided, that in the
event any Encumbrances are filed against the Property, Tenant shall have a reasonable time within which
to discharge the same not to exceed ninety (90) days unless in good faith Tenant disputes the same in
which case Tenant shall satisfy any such Encumbrances, if reduced to judgment, immediately after
rendition of said judgment and prior to Sheriffs sale. Failure of Tenant to discharge any such
Encumbrances, in the manner provided herein, shall be deemed a breach of this Lease entitling Landlord
to demand immediate forfeiture of this Lease and surrender of the Property; provided further, any such
forfeiture shall not relieve Tenant of any obligation to discharge all Encumbrances, nor shall it impair any
other remedy provided of Landlord by law, by other provisions of this Lease, or in equity on account of
Tenant's breach, including money damages.
13. WEEDS. Tenant agrees to cut, burn, pull, treat or otherwise eradicate all noxious weeds
on the Property which shall include eradicating all noxious weeds before the same go to seed, regardless
of whether the same is required by law.
14. CHEMICALS. Tenant covenants and agrees that Tenant will not use any chemicals,
pesticides or fertilizers on the Property in any matter other than as permitted by governmental authority
and/or the labels governing the use thereof. Further, Tenant covenants and agrees that Tenant will not use
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any chemicals, pesticides or fertilizers on the Property where such use is prohibited by any governmental
authority or label; or, if such use is not prohibited but is restricted in any manner, Tenant will not violate
any use restrictions. Tenant further covenants and agrees that Tenant will not apply any pesticide or
chemical to the irrigable portion of the Property which has a residual effect of any nature beyond the term
of this Lease. Tenant may use herbicides to control weeds or grass on the non -irrigable borders of the
Property which have a residual effect beyond the term of this Lease as long as the same is properly
applied and does not interfere with or cause damage to adjoining property. Tenant shall be solely
responsible for any claims, liabilities and damages caused Landlord, Tenant or any third party by reason
of Tenant's use of any chemicals, pesticides or fertilizers whether or not the same constitutes a breach of
the provisions of this paragraph and shall defend, indemnify and hold Landlord harmless therefrom.
15. IRRIGATION AND WASTE WATER. Tenant shall irrigate and water the Property in
accordance with accepted prevailing local agricultural irrigation practices.
16. FNSPECTI-ON. Tenant agrees to permit Landlord to inspect the Property at all reasonable
hours during the term of this Lease to ascertain Tenant's compliance with the provisions of this Lease.
17. ATTORNEYS' FEES. If either party hereto is required to retain an attorney to enforce
any provision of this Agreement, whether or not a legal proceeding is commenced, the substantially
prevailing party shall be entitled to reasonable attorneys' fees regardless of whether at trial, on appeal, in
any bankruptcy proceeding, arbitration matter or without resort to suit.
18. GOVERNING LAW AND VENUE. This Agreement shall be interpreted, construed and
enforced according to the laws of the State of Washington. Venue for any lawsuit arising from this Lease
or as a result of Tenant's use of Landlord's Property shall be in the Kittitas County Superior Court for the
State of Washington.
19. NOTICES. Subject to the requirements of any applicable statute, any notices required or
permitted by law or under this Agreement shall be in writing and shall be (i) personally delivered, (ii) sent
by first class certified or registered mail, return receipt requested, with postage prepaid, or (iii) dispatched
by facsimile transmission (accompanied with reasonable evidence of receipt of transmission and with a
confirmation copy mailed no later than the day after transmission) to the parties' as follows:
Landlord: Tenant:
Duke & Dude LLC Rafter B Inc.
c/o Stephen Hayden c/o Bart Bland
2950 Killmore Road 3830 Manastash Road
Ellensburg, WA 98926 Ellensburg, WA 98926
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Either party may change such address for notice. All notices which are so addressed and paid for shall be
deemed effective when personally delivered, or, if mailed, on the earlier of receipt or two (2) days after
deposit thereof in the U.S. mail.
20. TIME OF' PERFORMANCE. Time is of the essence of this Agreement and of all acts
required to be done and performed by the parties hereto, including, but not limited to, the proper tender of
each of the sums required by the terms hereof to be paid.
21. SECTION HEADINGS. The word or words appearing at the commencement of sections
and subsections of this Agreement are included only as a guide to the contents thereof and are not to be
considered as controlling, enlarging or restricting the language or meaning of those sections or
subsections.
22. INVALIDITY. In the event any portion of this Agreement should be held to be invalid
by any court of competent jurisdiction, such holding shall not affect the remaining provisions hereof
unless the court's ruling includes a determination that the principal purpose and intent of this Agreement
are thereby defeated.
23. LEGAL RELATIONSHIPS. No partnership, joint venture or joint undertaking shall be
construed from this Lease, and except as herein specifically provided, neither party shall have the right to
make any representation for, act on behalf of, or be liable for the debts of the other. All terms, covenants
and conditions to be observed and performed by either of the parties hereto shall be joint and several if
entered into by more than one person on behalf of such party, and a default by any one or more of such
persons shall be deemed a default on the part of the party with whom said person or persons are
identified. No third party is intended to be benefited by this Agreement.
24. AN'SICi\;11f--N]` SUCCESSORS. Tenant may not transfer, assign, pledge or encumber
its interest in this Agreement without the prior written consent of the Landlord.
25. ENTIRE AGREEMENT. All understandings and agreements previously existing
between the parties, if any, are merged into this Agreement, which alone fully and completely expresses
their agreement, and the same is entered into after full investigation, neither party relying upon any
statement or representation made by the other not embodied herein. This Agreement may be modified
only by a written amendment executed by all parties.
26. INTERPR-F.TATION. This Agreement has been reviewed by both parties and each party
has had the opportunity to consult with independent counsel with respect to the terms hereof and has done
so to the extent that such party desired. No stricter construction or interpretation of the terms hereof shall
be applied against either party as the drafter hereof.
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27. COUNTERPARTS. This Agreement may be executed in counterparts, each of which
shall be deemed to be an original instrument. All such counterparts together shall constitute a fully
executed Agreement.
28. AMENDIuIENT. This Agreement may not be modified or amended except by the written
agreement of the parties.
IN WITNESS WHEREOF, the parties hereto have executed this agreement the day and year first
above written.
LANDjLOPLD :
By: Ste hen Hayden +�
STATE OF WASHINGTON )
)ss
County of Kittitas )
This is to certify that, before me, the undersigned, a notary public in and for the State of
Washington, duly commissioned and sworn, personally appeared STEPHEN HAYDEN, and said
individual acknowledged that he executed the within and foregoing instrument as his free and voluntary
act for the uses and purposes mentioned in the instrument.
Dated this c2 C2'- day of _ .�.� �. .2018.
P ted Name:
NQT��, �� W,Notary Public in and for the State of Washington
e —►• •— 5-40. My appointment expires: 9 - r8 =mac �,a
0Itar oF�..�.. •� C5
WASN
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TENANT:
RAFTER B INC.,
a Washineton Corooration
7�Ld
By: Bart Bland
Its: President
STATE OF WASHINGTON )
)ss
County of Kittitas )
1 certify that I know or have satisfactory evidence that BART BLAND, to me known to be the
President of RAFTER B INC., a Washington Corporation, is the individual who appeared before me, and
said individual acknowledged that he signed this instrument and acknowledged it to be his free and
voluntary act for the uses and purposes mentioned in the instrument.
Dated this1/1 1 of ,`.1 �20] 8.
T � „
`30223
�
PUBuG' z:
y41`-
OF-WAS���
PrintedName: -{c,—IPL-.cr L-. I e
Notary Public in and for the State of Washington
My appointment expires: c? -M -2 -62 -7 -
Page
—M-2-ozz-
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Exhibit A
Legal Description
That portion of the Southeast Quarter of the Southwest Quarter of Section 28, Township 18
North, Range 18 East, W.M., in the County of Kittitas, State of Washington, lying East of the
County Road, being more particularly described as follows:
Beginning at the quarter section comer on the South boundary of Section 28 and running South
89°56' West on the section line, 458.8 feet to the East line of the County Road; thence North
16°47' East along said road, 203.3 feet; thence North 19°54' East along said road, 1,004.3 feet;
thence North 18°12' East along said road, 183.7 feet to a point on the quarter section line; thence
South on the quarter section line, 1,313.0 feet to the place of beginning.;
AND
That portion of the Northwest Quarter of the Southeast Quarter of Section 28, Township 18
North, Range 18 East, W.M., in the County of Kittitas, State of Washington, which is bounded
by a line described as follows:
Beginning at the Southeast corner of said Northwest Quarter of the Southeast Quarter which is
the true point of beginning; thence West along the South line of said Northwest Quarter of the
Southeast Quarter, 973.8 feet; thence North 09°38' East, 785.94 feet to the South right of way
boundary of the Northern Pacific Railroad; thence South 4755' East along said South right of
way boundary, 1,133.8 feet to a point on the East line of said Northwest Quarter of the Southeast
Quarter; thence South 02°41' East, along said East line, 15.0 feet to the true point of beginning;
EXCEPT any portion lying within the Burlington Northern Railroad;
AND
The Southwest Quarter of the Southeast Quarter of Section 28, Township 18 North, Range 18
East, W.M., in the County of Kittitas, State of Washington.
EXCEPT any portion lying within the Burlington Northern Railroad;
AND EXCEPT FROM ALL OF THE ABOVE:
1. Right of way for State Highway No. 3 (SR -90) West Side Canal to Bull Road as conveyed to
the State of Washington by deed dated June 10, 1965 and recorded September 21, 1965, under
Kittitas County Auditor's File No. 324287;
2. Right of way for State Highway No. 2-I (SR 13 1) West Ellensburg Interchange to Northern
Pacific Railway as conveyed to the State of Washington by deed dated June 10, 1965 and
recorded September 22, 1965 under Kittitas County Auditor's File No. 324319.
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