HomeMy WebLinkAboutBNSF Lease BF10887December 3, 2020
Kittitas County Sheriff's Department
307 W. Umptanum Road
Ellensburg, WA 98926
RE: BNSF Lease #BF10887; Location: Ellensburg, WA
Dear Lessee:
This is in regard to the rental established for the above captioned Lease.
Jones Lang LaSalle Americas, Inc.
2650 Lou Menk
Fort Worth, Texas 76131
VIA Certified Letter:
9171 9690 0935 0235 4497 49
Please be advised that effective 06/01/2021, base rent shall increase 3% annually during the term of the Lease. This will
replace the CPI increases currently added to the base rent annually. Lessor reserves the right to change rental rates as
conditions wan -ant. Billing or acceptance by Lessor of any rental shall not imply a definite term or otherwise restrict either
party from canceling this Lease as provided herein. Furthermore, we are continuing to review rentals on our system to
determine from current market data if any further increase to your base rent is warranted.
As a matter of clarification, quoting the rent for a specific period and payment in advance does not convert the Lease to a
definite term.
This letter is a supplement to your Lease, which will remain in effect except as hereby amended.
Please adjust your records accordingly and we will send you an invoice reflecting the new rent prior to the next due date. We
suggest that you file this notice with your copy of the above agreement.
Jones Lang LaSalle is acting as agent for the BNSF Railway Company.
Sincerely,
Rachel Snider
Vice President Leasing & Property Management
JLL - Rail Practice Group
2650 Lou Menk Drive
Fort Worth, TX 76131
05/04/06 14:19 FAX 6094639349 COLUMBIA BASIN RR 0002
THE DURLTNGTON NORTILERN AND SANTA FE RAILWAY COMPANY
MEFINITE TERM LEASE
LAND # 524313
THIS LEASE made this 20'h day of April, 1999, between The Burlington Northern and Santa Fe Railway
Company, a Delaware corporation, hereinafter called "lessor", and Kittitas County Sheriffs Department, whose post
office address is 205 West 5 Street, Ellensburg, WA 98926, hereinafter called "Lessee
WVNESSETH:
In consideration of the covenants hereinafter contained to be kept and performed by Lessee, Lessor hereby
leases to Lessee upon the terms and conditions hereinafter set forth the following described Property ("Property
situated in the City of Ellensburg, County of Kittitas, State of Washington;
As shown on attached print marked Exhibit "A", dated April 13, 1999 and made a part hereof.
1. This lease shall commence on June 1, 1999, and may be' terminated. by either party, at any time, by
serving at least thirty (30) days' written notice of termination upon the other party, and upon expiration of the tame
specified in such notice, this Lease and all rights of Lessee shall absolutely cease, Upon any such termination,
Lessor shall retain as a charge for use of the Property, a mlmitnum sum equal to three (3) months rental, and any
excess unearned portion of the annual rental paid In advance shall be refunded to Lessee.
2. Lessee shall use and occupy said Property for the sole and exclusive purpose of maintaining and
operating thereon an access road and storage facility. Lessee shall respond to Lessor's reasonable inquiries regarding
tho use or condition of the Property, and Lessor may enter the Property at reasonable times to check on same.
3. (a) Lessee shall pay rent of Six Hundred and N0/100 Dollars ($600.00), in advance, as rental for said
�— property, payable annually. Lessor reserves the right to change rental rates as conditions warrant. Billing or
acceptance by Lessor of any rental shall not imply a definite term or otherwise restrict either party from canceling
this Lease as provided herein. Either party hereto may assign any receivables due It under this .Lease, provided,
however, such assignments shall not relieve the assignor of any of its rights or obligations under this Lease.
(b) Commencing on the fast annual rental anniversary date and continuing on all succeeding annual
anniversaries, the base rental shall be adjusted in accordance with the changes in the Consumer Price Index indicated
in the column'for Urban Wage Earners and Clerical Workers, U.S. city average (hereinafter called the "Index'),
published by the Bureau of Labor Statistics, U.S. Consumer Price Index from the base Index number (Le., the index
number current on the date of this Lcese, or the Index number from the preceding year, whichever. Is more -current) to
the current index number.
If publication of the Consumer Price Index shall be discontinued, the parties hereto shall thereafter use in its
place comparable statistics on the cost of living for Urban Wage Earners and Clerical Workers, as they shall be
computed and published by an agency of the United States or by a responsible financial periodical of recognized
authority then to be selected by the Lessor.
(c) The rental shall be subject to further revision annually or at discretion of Lessor to adjust same to a
Air market value basis.
(d) Lessee acknowledges that Lessor may utilize a rental collection system involving direct deposit of
monies received through financial institution selected by Lessor, which precludes Lessor's ability to exercise
rejection of a rental payment before Lessee's check is cashed, Lessee agrees that as a condition of Lessor granting
this Lease, Lessee hereby waives any right it may have =der law to force continuation of this Lease due to Lessor
having accepted and cashed Lessee's rental remittance. Lessor shall have the option of rejecting Lessee's payment by
refunding to Lessee the rental amount paid by X.ossee, adjusted as set forth in this Lease, and =forcing the
termination provisions of this Lease.
(e) Payment of rental specified herein is subject to a late payment charge of one and one-half percent
(1S%) per month (1896 per annum), or such lesser amount permitted*by law, on balance past due over thirty (30)
days. This shall also apply to any balance due under paragraph 8 hereof.
05/04/06 14:19 FAX. 60945993t¢ P. COLUMBIA BASIN RR Q009
f, ) 4. If access to and from the Property shall be required by use of Lessor's property adjacent to the
Property, such use is granted on a non-exclusive basis. Lessor shall have the right to designate the location or route
to be used. For the purpose of this Lease, access, whether specifically defined or not, is included under the definition
of Property. Lessee understands and agrees that lessor shall apply all of these terms to any property adjacent to the
Property which Lessee may occupy just as though the property lad been specifically described herein.
5. LESSOR DOES NOT WARRANT ITS TITLE'TO THE Property NOR UNDERTAKE TO DEFEND
LESSEE IN TEE PEACEABLE POSSESSION OR USE 'THEREOF. NO COVENANT OF QUIET ENJOYMENT
IS MADLY. This Lease is made subject to all outstanding rights or interests of others. If the Property is subsequently
found to be subject to prior claim, this Lease shall terminate lmmediately on notice to -that affect from Lessor. Lessee
accepts this Lease subject to that possibility.
In case of eviction of Lessee by anyone, other than Lessor, owning or claiming title to or any interest In Property,
Lessor shall not be liable to Lessee for damage of any kind or to refund any rental paid hereunder, except to return
the proportionate part of any rental paid in advance.
6. Lessor:reserves to itself. -and -others, right of access to its 40iningproperty and the right to..eomtruet,
maintain, and operate trackage, fences,• pipelines, signal and communication facilities, telegraph,ephbna; power,
or other transmission lines, or appurtenances or facilities of like -character, upon, over, across, or beneath the
Property. without payment of any sutra for any damage, including damage to growing crops, occasioned thereby. The
foregoing rights, (except the right of access, which is unconditional),• shall not be exercised in a manna- that
unreasonably interferes with Lessee's use of the property.
7- It is understood that Lessee hased the Property and takes it "AS IS, WEERE IS", and "WrM
ALL FAULTS". Lessor Is not obligated by this; to make any changes, removals, or repairs of any kind nor to
construct any fences. Lessee shall use the Property only in the manner described in Section 2 hereof, and shall not
construct or place on the Property an advertising billboards, structures, additions, or Improvements not described
herein, or plant or remove trees and shrubbery, except with express prior written permission of Lessor, and at
Lessee's sole risk and cost.
(
S. (a) In addition to the root, Lessee shall pay all taxes, atl0des, and other charges which may become
due or be levied against the Property, against Lessee, against the business conducted on the ftopetty or against
Improvements placed thereon dating the actual term hereof, even though such taxes, license fees or odter charges
may not become due and payable until after cancellation of this Lease. Lessee agrees to provide Lessor with proof
ofpayment of ad valorem taxes within 30 days following the duo date for such taxes. Failure to provide such notice
wIU cause Lessee to be subject to the default provisions outlined in Paragraph 20 of this Lease. Lessee agrees that
Lessor shall not be required to furnish to Lessee any utilities. If this is a transfer of an existing lease, Lessee must
make arrangements with the present Lessee for payment of any delinquent and current taxes. If such arrangements
are not made, Lesiee agrees to pay all such taxes. If Lessor should make any such payments, lessee shall reimburse
Lessor for all such suras.
(b) Should the Property be subject toecial assessment for public improvements in the amount of
Five Hundred Dollars ($500.00) or less, Lessee shah prompay reimburse Lessor the amount Ila fWL Should the
assessment exceed Five Hundred Dollars ($500.00), the rental herein shall be. increased by twelve (12) percent per
annum of the total.
(c) In case of nonpayment of rental, taxes, or other charges, the same shall, untilpaid, constitute a lien
on any buildings or other property owned by Lessee on the Properly, foreclosable arcordu,g to law. Lessee shall not
remove said buildings or property until said rental, taxes, or otter charges are paid, unless directed to do so by
Lessor.
9. (a) Lessee shall not place, or permit to be placed, any material, structure, pole or other permanent or
temporary obstruction within 8-I2 feet laterally of the center line or within 24 feet vertically from the top of the all
of any track or such greater clearances as may be required by Lessor or Federal Railroad Authority requirements. A
by statute or order or public authority, greater clearances shall be required, Lessee shall strictly comply with such
statute or order.
(b) IF, ON APPLICATION BY LF.SSI3P., EITHER OR BOTH THE LATERAL AND VERTICAI,
CLEARANCES ARE PMUZa $17 TO BE REDUCED BY ORDER OF COMPETENT PUBLIC AUTHORITY, .
LESSEE SHALL STRICTLY COMPLY WITH THE TERMS OF ANY SUCH ORDER, AND MM OM AND
I4OLD HARMLESS LESSOR, REGARDLESS OF ANY NEGUGENCE OF LESSOR, FROM AND AGAINST
�, u,� ANY AND ALL CLAIMS, DEMANDS, EXPENSES, COSTS AND JUDONIENTS ARISING OR GROWING
06/04/06 14:20 PAX 6094639 49 , COLUMBIA BASIN RR 9 004
( OUT OF LOSS OF OR DAMAGE TO PROPERTY OR 1NTURY TO OR DEATH OF PERSONS OCCURRING,
DIRECTLY OR INDMCTLY, BY REASON OF SUCH REDUCED CLEARANCE.
(c) Lessors continued operations with knowledge of an unauthorized reduced clearance shall not constitute
a waiver of the foregoing covenants of Lessee or of Lessor's right to recover for resulting damages to property or '
IWury to or death of persons.
10. Lessee shall not permit the existence of any nuisance on the Property; shall keep the same in clean and
safe condition and free of any explosive, flammable or combustible material which would increase the risk of fire,
except such material necessary to Lessee's business; shall not handle or store any potentially dangerous .or toxic
materials or hazardous materials; and shall not permit the accumulation of junk, debris or other unsightly materials.
Leasee shall at its sole expense keep the Property and ay Improvements in good repair. Further, Lessee shall comply
with all federal, state, local, and police requirements, regulations, ordinances and laws respecting the Property and
activities thereon. Lessee shall not permit to exist on the Property any treatment, storage or disposal facility, as those
terms are defined by the Federal Resources Conservation and Recovery Act.
11..(a) Lessee shall not create or permit an condition on the Property that could present a threat to.human
health or to the cnvirdnment. Lessee shall Indemnify and hold harmless Lessor, regardless of any negllgence'of
Lessor, from any cult or claim.growing out of any damages alleged to have been caused, in whole or in part, by an
unhealthy, hazardous, or dangerous condition caused by, contributed to, or aggravated by Lessee's presence on and
use of the Property or Lessees violation of any laws, ordinances, regulations, or requirements pertaining to solid or
other wastes, chemicals, oil and gas, toxic, corrosive, or hazardous materials, air, water (surface or groundwater) or
noise pollution, and the storage, handling, use, or disposal of any such material. Lessee shall give Lessor timely
notice of any rolease, violation of environmental laws or inspection or inquiry by gover=wntal authorities charged
with enforcing environmental laws with mspc& to the Property. Lessee also shalt give Lessor timely, notice of all
measures undertaken by or on behalf of Lessee to investigate, remedlate, respond to or otherwise cure such release or
violation. In the event that Lessor receives notice from Lessee or otherwise of a release or violation of
environmenud laws which occurred or is occurring during the term of this Lease, lessor may require Lessee, at
Lessee's sole expense, to take timely measures to investigate, remediate, respond to or otherwise cure such release or
violation. Lessee shall bear the expense of all practices or work, pravcntative or remedial, which may be required
because of the condition or use of the Property, by Lessee or those claiming by, through or under Lessee, during
} Lessee's period of occupancy. Lessee atpr_essly agrees that the indemnification and hold harmless obligations it
hereby assumes shall survive cancellation of this Lease. Lessee agrees that statutory IhWtation periods on actions to
enforce these obligations shall not be deemed to commence until Lessor has actual knowledge of any such health or
environmental impairment, and Lessee hereby knowingly and voluntarily waives the benefits of any shorter
limitationperiod.
(b) In this connection, Lessee expects to use on the Property the following hazardous materials;
and to store on the Property the following hazardous materlais
Lessee shall respond to Lessor's reasonabtc inquiries regarding the use or condition of the Property, and Lessor may
enter the Property at such reasonable times and upon reasonable nodc a to Lessee. Use or storage on the Property of
any hazardous materials not disclosed in this paragraph is a breach of this Lease.
12. (a) It is understood by lessee that the Property is in dangerous proximity to railroad tracks and that
persons and property. whether real or personal, on Property will be in danger of Wury, death or destruction incident
to the operation of the railroad, including, without limitation, the risk of derailment, fine, or inadequate clearance
(including sight clearance 'or vision obstruction problems at grade crossings on or adjacent to the Property), ad
Lessee accepts this Lease subject to such dangers.
(b) Lessee undarstands, as one of the material considerations of this Lase without which it would not
be grartted, that )Lessee assumes all risk of injury to or death of all persons, and damage to or loss or des=don of
buildings, contents, or other property (inciudtrrg animals) brought upon or
UIn pproxxiimity to the Property by Lessee, or
by arty other pemu with the consent or knowlledge of Lesser, WITH ARD TO WHETHER SUCH BE
THB RLrSUL.T OF nmiQENCE OR MISCONDUCT OF ANY PsRSON IN nm EMPLOY OR SERVICE OF
LESSOR OR OF DEFECTIVE TRACXAGE, EQU1PMWr, OR TRACK STRUCTURES. LESSEE IMMY
INDEbRUKES AND AGREES TO PROTECT LESSOR FROM ALL SUCH INJURY OR DEATH AND LOSS,
DAMAGE OR DESTRUCTION TO PROPERTY, INCLUDING CLAIMS AND CAUSES OF ACTION
ASSERTED AGAINST LESSOR BY ANY INSURER OF SAID PROPERTY EXCEPT TO THE EIC'1'WT
PROXIMATELY CAUSED • BY LESSOR'S GROSS NEGLIGENCE OR WIIIYUL MISCONDUCT.
NOTWITHSTA.NDINe THE FOREGOING, HOWEVER, LESSEE SHALL. NOT BE LIABLE FOR 1NIURY TO
OR DEATH OF LESSOR'S EIAMOYEES OR AGENTS, OR ROLLING STOCK B12LONOING TO LESSOR 'OR
OTHERS, OR SHIPMENTS OF TMW PARTIES IN THE COURSE OF TRANSPORTATION, WHW THIS
t IJ=
„_.06/04/06 14:20 FA% 5094539349 COLUMBIA BASIN RR 11005
( ) INJURY. DEATH OR DAMAGE IS PROYXdATELY CAUSED .BY LESSON'S GROSS NEGLIGENCE OR
WILLFUL, MISCONDUCT.
_(�c) LESSEE ALSO AGREES TO INDEMNIFY AND HOLT) HARMLESS LESSOR,
REGAR13LESS 01~ ANY NEGLIGENCE OF LESSOR, FROM ANY LOSS, DAMAGE, INJURY OR DEATH
ARISING FROM ANY ACT OR OMISSION OF LESSEE, LESSEE'S INVITEES, LICENSEES, EMPLOYEES,
OR AGENTS, TO TEE PERSON OR PROPEVEY OF THE PARTIES HERETO AND THEIR EMPLOYEES.
AND TO THE PERSON OR PROPERTY Of ANY OTHER PERSON OR CORPORATION WHILE ON OR
NEAR THF Property:
Jd)
Whenever any employee, agent or contractor of Leasee makes any claim for personal irgury or
death against sot within the meaning of the federal Employers' Liability Act, or any applicable safety act, for any
incident caused. wholly or in part, by property, equipment, fixtures or condition belonging to or subject to the control
of Lessee, or claims or alleges that he or she is an employee of Lessor or is fu&tering the operational activities of
Lessor, Lessee agrees- to Indemnify and hold harmless Lessor fat all losses, damages, costs or expenses related to
such claim, regardless of Lessor's negligence,
(e) Lessor'shall not be liable For Jost electronic computer data or damage to computer system caused
by electrical power fluctuations and fagares.
13. It is agreed that the provisions of Sections 9, 11, and 12 are for the -equal protection of other railroad
companies, Including National Railroad Passenger Corporation (Amom, permItted to use Lessor's property.
14. Lessee shall not assign this Lease or any interest therein, or grant a security interest In any buildings or
Improvements on the Property, or sublet, and no heir, executor, adinIaistratot, receiver, master, sheriff, trustee In
bankruptcy, or other assignee by operation of law shall assign or sublet, without the express prior written cotusant of
Lessor. All the covcaants and provisions of this Lease shall be binding upon the heirs, legal represeutadves,
suexessors and assigns of Lesscc• No assignment bq L.essee shall be binding upon Lessor whhout the written consent
of Lessor in each instance.
15. Lessee shall promptly pay and discharge any and all liens arising out of any construction, alterations or
repairs done, suffered or permitted to be done. by Lessee on Property and shall Indemnify Lessor against any loss,
liability or expense incurred by Lessor on account of such ]lens. i,essor is hereby authorized to post any notices or
take tory other action upon or with respect to Property that is or may be permitted by law to prevent the attachment of
any such liens to Property; provided, however, that failure of Lessor to take any such action shall not relieve Lessee
of any obligation or habffllY under.this Section or any other Section of this Lease. If, because of any act or omission
of Lessee, any mechanic's lum or other lien, charge or order for the payment of money shall be filed against Lessor or
any portion of the Property, Lessee shall, at its own expense, cause the same to be discharged of record within thin
(30) days after written notice from Lessor to Lessee of the filing thereof, and shall indemnify and save harmless
Lessor against and from all costs, liabilities, penalties, and claim, including legal expenses, resulting therefrom.
Lessee acknowledges that Lessor shall have no responsibility for management of the Property.
16. (a) Lessee shall, at Its expense, procure and maintain throughout the term of this Lease, and thereafter
until any Lessee -owned improvements are removed from the Property, a comprehensive general form of insurance
covering liability, including, but not limited to, Public Liability, Personal Iq)wy and Property Damage, as well as
Contractual Liability in the amount of $1 M111lon.per .occurrerice and.12 Million in the aggregate. Such insurance .
shall contain no exclusion with reaped to property of L.essof In the care, custody or control of Lessee, Lessee also
shall, at its expense, procure and maintain throughout the term of this Lease, an automobile liability policy with
limits of $1 Millon covering "any auto"_ LESSOR AND IRON HORSE DEVELOPMENT, LI -C. SHALL BE
NAMD AS AN ADDITIONAL INSURED PARTY CO'VERBD BY THE POLICY.
(b) All risk Insurance on the property of the Lessee, or in Lessee's care, custody and control, shall
contain a waiver of subrogation of claims against Lessor. Lessee shall maintain Workers Compensation insurance
which shall contain a waiver of subrogation against Lessor.
(c) All insurance shall be placed with Insurance companies licensed to do business in the State in
which the Property is located, with a current Best's Insurance Gidde Rating of 8 and Class X, or better. Lessee shall
provide, and thereafter maintain in effect a current Certificate of Insurance evidencing such insurance and said
Certificate shall reference this contract number, When any portion of or all of the Property is located within 50 feet
of a railroad track, insurance must provide for coverage of incidents ocewring within fifty (50) feet of a railroad
nu.noc
05/04/06 14:21 FAX 5094539349 COLUMBIA BASIN RR 11006
( ) frock, and any provision in the insurance policy to the contrary must be specifically deleted. Each policy shall
provide that It shall not be canceled or materially changed unless at least thirty (30) days' prior written notice of
cancellation or change shall have been trailed by the insurance company to Lessor at the address designated herein,
(d) The furnishing of insurance required by this section shall in no way limit or diminish the liability or
responsibility of Lessee as provided under any section of this dues,
17. LESSOR MAY AT ITS OPTION PRIOR TO CANCELLATION OF 'i'ws LEASE, REQUIRE
LESSEE TO CONDUCT AN ENVIRONMENTAL AUDIT OF SAID PROPERTY, AT LESSEE'S COST AND
Rat 'ENSE, TO DETERMINE IF ANY ENVIRONMENTAL DAMAGE TO SAID PROPERTY AM OCCURRED
DURING LESSEE'S OCCUPANCY THEREOF, TINE AUDIT SHALL BE CONDUCTED TO LESSOR'S
SATISFACTION AND A COPY OF THE AUDIT REPORT SHALL PROMPTLY BE PROVIDED TO LESSOR
FOR ITS REVIEW. LESSEE SHALL PAY ALL EXPENSES FOR ANY REMEDIAL ACTION THAT MAY BE
REQUIRED AS A RESULT OF SAID AUDIT TO CORRECT ANY ENVIRONMENTAL DAMAGE, AND ALL
NECESSARY WORK SHALL BE PERFORMED BY LESSEE PRIOR TO CANCELLATION OF THIS LEASE.
18. This Lease does not grant, convey or, transfer any right to the use of water under any water right own¢d.
or claimed by the Lessor which may be appurtenant to the property. All ri�t, title, and interest in and to such *jfer
Is expressly reserved unto Lessor, and the right to use same or an part thereof may be obtained only by the prior
written consent of the Lessor. Lessee shall not install or permit to be installed any wells on the Property without the
written consent of Lessor.
19. Upon written notice from Lessor, Lessec agrees to assume the defense of any lawsuit, or other
proceeding brought against Lessor by any public body, individual, partnership, corporation, or other legal entity,
relating to any matter covered.by this Lease for which lessee has an obligation to assume liability for andloc save and
hold harmless Lessor. Lessee shall pay all the costs incident to such defense Including, but not limited to, attorneys'
fees, investigators' fees, litigation expenses, acttlement payments, and amounts paid in satisfaction of judgments,
20. If default sball be made in any of the covenants or agreements of Lessee contained JD this document, or
ll in case of any assignment or transfer of this Lease by operation o law, w, Lessor may, at its option, terminate this Lease
J by serving five (S) days' notice In writingg upon Lessee; but any waiver by Lessor of any default or defaults shall not
constitute a waiver of the right to terminate this Lease for any subsequent default or defaults, nor shall any such
waiver in away affect Lessor's ability to enforce any Section of this Lease. The remedy set forth in this section
add
shall be In ition to, and not in limitation of, any other remedies that Lessor may have at law or in equity,
21. Upon the termination of this Lease in any manner herein provided, Lessee shall relinquish possession
of the Property and shall remove any improvements, and restore the Property to substantially the state and
environmental condition In which it was prior to Lessee's use. In case Lessee shall fail within chitty (30) days' after
the date of such termination to make such removal and restoration, then Lessor may, at Its election, (a) either remove
the lmprovemems or otherwise restore We Property, aid in such event Lessee shall, within thirty (30) days' after
recerpt of bill therefor, reimburse Lessor for cost incurred, or (b} upon written notice to Lessee may take and hold
any improvements and pengorrat property as its sole propolty; or (c) pursue any remedy at law or In equity. In the
event that the restoradon oP the Property is not completed by the date which Lessee terminates this Lease and
relinquishes possession of the Property, lessee's obligation to pay an muount equal to the rental payments ender this
Lease shall ecntinus until such restoration is completed. Further, ht the event Lessor has cowented to improvements
re g on the Property following termirtadon, L
Cos provide a Bill of Sale covering such improyementS to
22. IfLessee fails to surrender to Lessor the Property, upon any terrulnWon of this Lease, all liabilities and
obligations of Lessee hereunder shall continue in effect until the Property is stnrondered; and no termination shall
release Lessee from any liability or obligation, whether of Indemnity or otherwise,' resulting from any events
happening prior to the date of termination or the date, if later, when any Lessee -owned improvements and personal
property are removed and the Property restored or Lessor elects to talar and hold any Lessee -owned improvements
and personal property as its sole property as referenced in Section 21.
23. In the event that Lessee consists of two or more parties, all the covenants and agreements of Lessee
herein contained shall be the joint and several covenants and agreements of such parries.
24. It is understood and agreed that this Lease shall not be placed of public record.
MU=
MI -04106 14:21 FAX 6094639349 COLUMBIA BASIN RR 0007
j 25,. Ail questions concerning the lmrpretation or application of provisions of this Lease shall be decided
according to the laws of the State In which the Property is located.
26. To the maximum extent possible, each provision of this Lease shall be interpreted in such manner as to
be effective and valid under applicable law, but if any provision of this Lease shall be prohibited by, or held to be
invalid under, applicable law, such provision shall be Ineffective solely to the extent of such prohibition or Invalidity,
and this shall not invalidate the remainder of such provision or any other provision of this Lease.
27. The waiver by Lessor of the breach of any provision herein by Lessee shall In no way impair the right
of Lessor to enforce that provision for any subsequent breach thereof,
28. If all or any part of the Property is subjected to taking under eminent dornaln laws, this Lease shall
carminate from the time possession ig taken by the condemning entity, with prepaid rentals prorated. Lessee agrees
that it is not entitled to, and hereby disclaims, any award made for such taking, excepting only an award issued solely
and expressly to compensate for the taking of personal property or buildings owned or constructed by Lessee.
29. Nothing in this Lease shall prevent Lessor from discontinuing service over any railroad line. or lines; by .
which rail service tnay be provided to the Property. .
30. All notices to be given by Lessee to Lessor shall be van by letter, deeppoosited with the United States
Postal Service, postage prepaid, addressed to IRON HORSE DE PREM. L.L.C, 6 E. Arlington, Yakima,
WA 98901. AIF notkes to be given by Lessor shall be similarly given, addressed to Lessee at the address stated
above. It is the Lessee's duty to notify Lessor promptly in writing of aay change in its address; if it fails to do so, any
notice from Lessor sent to its last known address shall be effective, whether or not rec6ved.
31. This Lease Is the full and complete agreement between Lessor and Lessee with respect to all matters
relating to lease of the Property, and supersedes any and all other agreements between the parties hereto relating to
tease of the.Property. If this Lease is a reissue of an existing agreement(s) held by Lessee, it shall supersede and
cancel the previous Lease or Leases, without prejudice to any liability accrued prior to cancellation.
'this Lease shall inure to the benefit of and be binding upon the parties hereto and their heirs, executors,
J administrators, successors and assigns.
TEE BUR.LLINGI'ONRTFIERN AND SANTA 1� RAILWAX CQMPANY
BY: f7 �LCA�—
We$ Greavu, (kneral Director
Gen. Director Dev. & Acquisition
LESSEE: IUTrrrAS COUNT 'S DEPARTUMM
BY:
TITLE ! L a+
By signing this agreement, I acknowledge that
I have read and understand it, and will abide
by all of its terms.
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