HomeMy WebLinkAbout4540 Resolution - AMTRAK Multi Modal Lease Agreement 2024Resolution – 2024 AMTRAC Lease Agr - 1
RESOLUTION NO. 4540
A RESOLUTION OF THE CITY OF PASCO, WASHINGTON,
AUTHORIZING THE CITY MANAGER TO EXECUTE A 10-YEAR LEASE
AGREEEMENT BETWEEN NATIONAL RAILROAD PASSENGER
CORPORATION AND THE CITY OF PASCO FOR OPERATING SPACE AT
THE PASCO INTERMODAL TRANSPORTATION FACILITY.
WHEREAS, on March 24, 2009, the City of Pasco (City) and National Railroad Passenger
Corporation established a five-year lease agreement which included two additional 5-year lease
extensions for passenger service operating space at the Pasco Intermodal Transportation Facility,
the “Premises”; and
WHEREAS, the current lease and both lease extensions are completed; and
WHEREAS, both the City and National Railroad Passenger Corporation desire to establish
a new 10-Year Lease agreement for continued operations of National Railroad Passenger
Corporation at the Premises; and
WHEREAS, the City Council of the City of Pasco, Washington, has after due
consideration, determined that it is in the best interest of the City of Pasco to establish a new lease
with National Railroad Passenger Corporation at the Premises.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF PASCO, WASHINGTON:
That the City Council of the City of Pasco approves the terms and conditions of the Lease
between National Railroad Passenger Corporation and the City of Pasco, a copy of which is
attached hereto and incorporated herein by reference as Exhibit A.
Be It Further Resolved, that the City Manager of the City of Pasco, Washington, is hereby
authorized, empowered, and directed to sign and execute said Lease on behalf of the City of Pasco;
and to make minor substantive changes necessary to execute the Lease.
Be It Further Resolved, that this Resolution shall take effect immediately.
Resolution – 2024 AMTRAC Lease Agr - 2
PASSED by the City Council of the City of Pasco, Washington, on this 2nd day of
December, 2024.
_____________________________
Pete Serrano
Mayor
ATTEST: APPROVED AS TO FORM:
_____________________________ ___________________________
Debra Barham, MMC Kerr Ferguson Law, PLLC
City Clerk City Attorneys
AMENDED AND RESTATED LEASE AGREEMENT
(Pasco, Washington Station)
This Amended and Restated Lease Agreement ("Lease") is made and entered into as of this ______ day of
_______, 20__ (“Effective Date”) by and between the CITY OF PASCO , a municipal corporation
organized under the state of Washington ("Landlord"), and NATIONAL RAILROAD PASSENGER
CORPORATION, a corporation organized under 49 U.S.C. § 24101 et seq and the laws of the District of
Columbia, ("Amtrak").
BACKGROUND
WHEREAS, Landlord owns certain real property in the City of Pasco, located at 535 N. 1st Avenue,
Pasco, Washington., which property and the land on which it is located is known as the Pasco Transportation
Facility ("Station"), being more particularly shown on Exhibit A attached hereto and incorporated herein;
and
WHEREAS, Amtrak desires to renew the 2009 agreement to lease a portion of the Station from
Landlord, and Landlord desires to lease a portion of the Station to Amtrak, in accordance with Section one
(1). .
NOW, THEREFORE, in consideration of the terms and conditions set forth herein, the receipt and
sufficiency of which is hereby acknowledged, Landlord and Amtrak, intending to be legally bound and
incorporating the Background into this Lease, do hereby agree as follows:
1. PREMISES
a. Landlord hereby leases to Amtrak 1041 square feet of space in the Station as delineated
on the plan attached and incorporated herein as Exhibit A, attached hereto and made a part hereof,
("Premises").
b. Landlord hereby grants to Amtrak, its employees, agents, licensees, contractors,
passengers, guests, visitors and invitees, the nonexclusive right in common with Landlord and all others
designated by Landlord for the use of the common areas and common facilities in the Station and on the
land on which the Station is located. Common areas include sidewalks, plazas, parking areas, driveways,
hallways, stairways, elevators, public bathrooms, loading docks, common entrances, lobbies, other public
portions of the Property and the pipes, ducts, conduits, wires and appurtenant meters and equipment serving
the Premises (collectively "Common Areas"). The Station, the land on which the Station is located, the
Premises and the Common Areas are collectively referred to herein as the “Property”.
2. TERM
a. The initial term of this Lease shall be for ten (10) years ("Term") commencing
March 1, 2024, ("Commencement Date"). The Term will end ten (10) years thereafter, unless (i) sooner
terminated (a) by Amtrak giving sixty (60) days advance written notice to Landlord that Amtrak's rail
passenger service to Pasco will relocate or cease, (b) in the event Amtrak’s funding for the Premises is
reduced or ceases to exist, as determined in its sole discretion, or (ii) extended by Amtrak as provided
herein.
b. Amtrak may terminate this lease prior to the expiration by giving the Landlord
sixty (60) days advance notice of their intent to terminate the lease.
3. RENT AND OTHER CHARGES
Rent during the first year of the Term shall be Thirty-Four Thousand Six Hundred Sixty-
One Dollars and sixty-four cents ($34,661.64). Rent shall increase automatically each year on the
anniversary date of the Commencement Date by an amount equal to three percent (3%) of the rent for the
immediately preceding year. Provided that Landlord complies with its obligations hereunder and subject to
any rights of setoff hereunder, Amtrak shall pay rent in monthly installments on the first day of each month.
434. PERMITTED USE
All areas of the Property, including within the Common Areas, will be available for Amtrak
to use. Amtrak may occupy and use the Premises for any lawful purpose reasonably related
to the operation of a passenger rail station including but not limited to ticketing, waiting
area for passengers, restrooms, loading and unloading of passengers, mail, packages, non-
exclusive parking area and baggage, office and mechanical and/or engineering facilities
and all other operations incidental to Amtrak’s business, including, without limitation,
incidental operations include retail use for the convenience of Amtrak’s passengers such as
newsstands, coffee stands, ATMs and beverage and snack vending machines (collectively,
the “Permitted Use”).
5. HOURS OF OPERATION
Amtrak shall have the right to keep the Premises open at all such times as it desires. In the
event Station is not staffed by either bus operations or Amtrak, the Station will close and be inaccessible to
the public.
6.
7.6.UTILITIES Landlord shall make all arrangements and installations for the provision
of, and pay for all utilities necessary for, Amtrak’s occupancy and Permitted Use of the
Premises. If Landlord has made arrangements for and installed and paid for such utility
lines and has caused the Premises to be individually sub-metered to measure the actual
utility consumption of a utility by Amtrak, Amtrak shall pay for the costs of such actual
utility consumption directly to the providing utility.
8.7.
9.8. SIGNS
Amtrak's business signs, including all signs designed, erected, placed or maintained by
Amtrak, or allowed to be erected, placed, or maintained by it, on the Property prior to the Commencement
Date ("Existing Signs") are deemed approved by Landlord. Amtrak may (a) keep and maintain Existing
Signs on the Property throughout the Term of this Lease, and (b) replace any or all Existing Signs with new
signs of similar content when such replacement is warranted in Amtrak's sole discretion (any such
replacement signs shall be deemed Existing Signs). Prior to replacing any Existing Signs with signs of
substantially different content or erecting or installing any signs in addition to Existing Signs, Amtrak must
notify Landlord of its intention to do so. Amtrak shall not erect or install any sign in the Station in violation
of any applicable law, ordinance, rule or regulation of any governmental agency.
10.9. MAINTENANCE. REPAIR AND SERVICES
a. Except as otherwise specifically provided herein, Landlord, at its sole cost and
expense, shall be responsible for the maintenance, repair and upkeep of the Property, including the
maintenance, repair, replacement and alteration of the interior and exterior of the Station and all fixtures,
equipment, components and systems that are a part of the Station or necessary to and for the operation of
the Station and Amtrak’s use and occupancy of its Premises, including structural and roof repairs and
maintenance and exterior landscaping, paving and maintenance.
b. Landlord shall pay all costs, expenses, fees, taxes, and sums related to its
ownership, operation, and maintenance of the Station before delinquency.
c. Landlord shall provide at its at its sole cost and expense:
(i) Heating, ventilation and air conditioning ("HVAC") for the Station, including
the Premises, during all hours of scheduled passenger train (and bus) operations, to maintain temperatures
in the interior portions of the Station at commercially reasonable levels, provided that in no event shall
Landlord maintain heating settings below 68 degrees DB or air conditioning settings above 72 degrees DB.
50 % relative humidity, as appropriate, depending on the outside weather conditions. Throughout the Term,
Amtrak shall keep a current written schedule of Amtrak passenger train (and bus) operations online.
Landlord may stop the heating and cooling systems, when necessary, by reason of accident or emergency
or for repairs, alterations, replacements or improvements, which, in the reasonable judgment of Landlord,
are desirable or necessary. Landlord agrees to make any necessary repairs, alterations, replacements, or
improvements to the heating and cooling systems as quickly as possible, with due diligence, and with the
minimum interference with Amtrak’s use of the Premises.
(ii) Janitorial services to the Property (including the Premises) as specified
in Exhibit C;
(iii) Hot and cold water sufficient for drinking, lavatory, toilet and ordinary
cleaning purposes to be drawn from approved fixtures in the Premises or Common Areas;
(iv) Electricity to the Premises in quantities necessary for Amtrak's purposes
and use permitted hereunder and lighting of uniform illumination of an intensity equal to no less than 50
footcandles.
(v) Replacement of lighting tubes, lamp ballasts, starters and bulbs;
(vi) Extermination and pest control as often as may be deemed necessary in
the exercise of prudent management practices for a public transportation facility. To the greatest extent
possible, such work shall be performed at times other than when passenger train and bus operations are
scheduled;
(vii) Maintenance, cleaning and upkeep of Common Areas in a first-class
manner. Such maintenance shall include without limitation cleaning as specified in Exhibit C, HVAC,
illumination, repairs, replacements, lawn care and landscaping;
(viii) A building manager or engineer capable of responding to Amtrak's
requests for service within two (2) hours during all times when Amtrak’s passenger train (and bus)
operations are scheduled.
d. Landlord shall cause all utilities (including but not limited to electricity,
water, and sewer) to be supplied to the Property in quantities sufficient for the operation of a first-
class transportation facility, including the provision of such utilities to the Premises at levels and
in amounts sufficient for Amtrak’s Permitted Use.
e. Amtrak shall be responsible for the maintenance and repair of any trade fixtures,
equipment or other personal property of Amtrak located on or within the Premises and charges for any
services for Amtrak’s sole use and benefit arranged for by Amtrak separately from the services provided by
or to be provided by Landlord under this Lease.
f. Notwithstanding anything to the contrary in this Lease, if Landlord fails in
any of its obligations under this Section7, and such failure continues for more than three (3) consecutive
days after notice from Amtrak of such failure, Amtrak may provide any such maintenance, repairs and
services or arrange for the provision of such. In the event Amtrak provides any such maintenance, repairs
or service, at Amtrak’s sole option, Amtrak may offset the reasonable cost and expense of such maintenance,
repairs or service from the installment or installments of rent next due or bill Landlord for such cost and
expense in which event Landlord shall reimburse Amtrak for the cost and expense of such maintenance,
repairs and services within forty-five (45) days of Amtrak’s billing for such cost and expense. Upon request
of Landlord, Amtrak shall supply Landlord with verification of all costs.
11.10. CCTV
Ownership, control and maintenance of Landlord’s CCTV system will remain with
Landlord. Landlord may make improvements to the system and will make reasonable efforts to
provide notice to Amtrak prior to the implementation of the improvements. Landlord will allow
Amtrak personnel access to security feeds, information, recordings, video and such other data and
information from the CCTV equipment, at no cost or maintenance fees, and Amtrak police and
others may share such information with law enforcement.
Amtrak, at its sole cost and without Landlord consent, may install additional equipment
and materials necessary to direct the rail operations or rail signals. If Amtrak chooses to make
security Improvements, Amtrak may enter in, on, over, through and upon any property of Landlord
to obtain access in order to make the Security Improvements. Landlord shall not alter or remove
any alterations or improvements made by Amtrak to the Property during the Term or as long as
Amtrak occupies the Premises or uses the Station, without prior written approval of Amtrak, which
approval may be withheld by Amtrak in its sole and absolute discretion.
12.11. ALTERATIONS AND IMPROVEMENTS
Amtrak shall have the right to make alterations and improvements to the Premises subject
to the following terms and conditions:
a. No alterations or improvements made by Amtrak shall in any way impair the
structural stability of the Premises.
b. Amtrak shall request Landlord’s approval prior to making any alterations or
improvements and all alterations or improvements must be approved in writing by Landlord. Landlord’s
approval shall not be unreasonably withheld, conditioned or delayed.
c. Amtrak shall keep the Premises and every part of the Station free and clear of any
mechanic's lien or materialmen's liens arising out of the construction of any such alterations or
improvements and further agrees to hold Landlord harmless from any liability or liens therefor.
d. All alterations and improvements that are permanently affixed to the
Station shall become the property of the Landlord and shall remain on and be surrendered with the Premises
at the expiration or sooner termination of this Lease or any extension of the Term of this Lease.
e. Amtrak’s personal property and its trade fixtures, including machinery, equipment,
and furnishings, shall remain the property of Amtrak and may be removed by Amtrak at any time during
the Term or upon the expiration or sooner termination of this Lease (including any extension term). Amtrak
shall repair any damage to the Premises or Station caused by Amtrak's removal of its personal property,
trade fixtures, or equipment, but Amtrak shall have no obligation to remove such items from the Station at
any time.
13.12. INSURANCEA AND INDEMNIFICATION
a. PROPERTY INSURANCE. Amtrak shall maintain throughout the Term, at its sole
cost and expense, a policy or policies of insurance for the mutual benefit of Landlord and Amtrak, against
loss or damage to Amtrak’s personal property and leasehold improvements on the Premises in the amount
of ful1 replacement cost thereof, against any perils included within the classifications of fire, vandalism,
explosion, malicious mischief, special extended perils (all risk) and any risk covered by the so-called
Extended Coverage Endorsement (including leasehold improvements). Such policy shall be written by a
company reasonably acceptable to Landlord and shall provide that the same may not be canceled except
upon 30 days prior written notice to Landlord and Amtrak shall furnish to Landlord a certificate with respect
thereto in connection with such policy.
b. PUBLIC LIABILTIY. Amtrak shall purchase and maintain commercial general
liability insurance against claims for injury or death to persons or damage to property occurring on or about
the Premises with minimum limits of liability of $2,000,000 combined single limit for each occurrence.
Such insurance shall include but not be limited to bodily injury, liability, personal injury, liability, property
damage liability, broad form property damage liability, contractual liability, and products/completed
operations liability as follows at its sole expense. Said insurance shall list the Landlord as additional insured,
shall be with insurance companies reasonably acceptable to Landlord, and Amtrak shall provide certificates
of insurance to the Landlord evidencing said insurance.
c. SELF INSURANCE. Amtrak represents to Landlord and Landlord acknowledges
that Amtrak self-insures in the ordinary course of its business (but the right to self-insure shall not apply to
if any subtenant, licensee, assignee or Permitted Transferee of Amtrak, each of whom must comply with
the requirements of subsections 9.a.and 9.b. above).
d. LANDLORD INSURANCE. During the term of this lease, Landlord shall keep
and maintain the following types of insurance:
1. PROPERTY INSURANCE. Insurance on the Station or any replacements
or substitutions therefore against loss or damage by fire, earthquake, vandalism and other risks now insured
against by "extended coverage" provisions of policies generally in force, in amounts sufficient to provide
coverage in an amount of not less than one hundred percent of the full replacement cost of the Station and
improvements which are part thereof, as such cost may be prudently redetermined from time to time.
2. COMMERCIAL GENERAL LIABILTY INSURANCE.
Commercial general liability insurance covering liability imposed upon Landlord with respect to its
ownership, occupancy and Permitted Use of the Station, with limits of liability of not less than Two Million
Dollars ($2,000,000) for bodily injury (including disease or death), personal injury and property damage.
e. INDEMNITY.
1. Landlord agrees to release, and to the extent permitted by law, Landlord
agrees to indemnify, defend and save harmless Amtrak, its officers, directors, employees, agents, servants,
successors, assigns and subsidiaries, from any and all claims, demands, costs and expenses of every kind
whatsoever, arising from Landlord’s failure to comply with any of Landlord’s obligations contained under
this Lease, or arising solely out of Landlord’s ownership of the Station or both.
2. Except as provided in Subsection 9.e.1 above, and to the extent permitted
by law, each party agrees to release, indemnify, defend and save the other party harmless from any and all
claims, demands, costs and expenses of every kind whatsoever including reasonable attorney's fees for the
defense thereof, arising from the indemnifying party's wrongful act or negligence in or about the Premises.
In case of any action or proceeding brought against either party by reason of any such claim, upon notice
from such party, the indemnifying party covenants to defend such action or proceedings by counsel
reasonably satisfactory to the other party, unless such action or proceeding alleges the joint or concurring
wrongful act(s) or negligence of both parties, in which case both parties shall jointly agree on counsel and
share in the defense of such action or proceedings in proportion to their degree of their respective wrongful
act(s) negligence as determined by a court of competent jurisdiction, including all applicable appeals.
14.13. DAMAGE OR DESTRUCTION
In the event of destruction, or substantial damage, to the Premises during the Term of this
Lease which renders the Premises unusable to Amtrak, in Amtrak’s sole discretion, Landlord shall have the
option of:
a. Within one hundred eighty (180) days after such damage or destruction,
replacing or rebuilding the Station, including the Premises, and in such manner and according to such plans
and specifications which would restore the Station, including the Premises, to substantially the same
condition as immediately before its destruction or substantial damage, in which event Landlord shall
provide suitable temporary facilities while such replacement or rebuilding is ongoing; or
b. Declining to replace or rebuild, in which event Amtrak shall have the
option of terminating this Lease Agreement by written notice.
c. Landlord shall notify Amtrak within thirty (30) days after such damages or
destruction of Landlord decision to rebuild the Station including the Premises or declining to rebuild.
During the 180-day repair or replacement period identified in Subsection (a) above, Amtrak shall have no
obligation to: (1) Pay any rent or other costs or expenses associated with the Station, including the Premises,
required under this Lease; or (2) Provide any services including janitorial services to the Premises required
under this Lease.
15.14. EMINENT DOMAIN
Eminent domain proceedings resulting in the condemnation of part of the Premises herein
that, in Amtrak’s sole opinion, leave the remaining portion usable by Amtrak for purposes of the business
for which the Premises are leased will not terminate this Lease Agreement. If Amtrak, in its sole opinion,
determines that the remaining portion is not usable by Amtrak, Amtrak may terminate this Lease by giving
written notice of termination to Landlord no more than ninety (90) days after the notice of condemnation
or taking. The effect of such condemnation, should Amtrak not terminate this Lease, will be to terminate
this Lease Agreement as to the portion of the Premises condemned and leave it in effect as to the remainder
of the Premises, and the Rent and all other expenses provided for herein shall be adjusted accordingl y.
Compensation awarded as a result of such condemnation shall be that of Landlord, except to the extent that
part of the award is allocated as damages to fixtures on the Station which were furnished by Amtrak,
damages for the value of Amtrak’s leasehold estate or relocation expenses for Amtrak.
12. ACCEPTANCE
Amtrak hereby acknowledges that when it occupies the Premises it shall be deemed to have
received the Premises in good order and condition unless Amtrak notifies Landlord of defects or problems
with the Premises within one (1) year after Amtrak takes occupancy. If Amtrak notifies Landlord as
aforesaid, Landlord shall correct and repair any defects or problems identified by Amtrak within thirty (30)
days after the date of the notice.
13. SUBLEASE AND ASSIGNMENT
a. Amtrak shall not assign or sublet the whole or any part of the Premises without
Landlord’s prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned,
provided that, notwithstanding anything to the contrary in this Lease,
Amtrak may not sublease, assign, or otherwise transfer any interest in this Lease or the Premises to any
local or regional bus service provider without Landlord’s prior consent, which shall not be reasonably
withheld, if, at the time its consent is requested, local or regional bus service is not being provided from the
Station. If Landlord grants consent, each permitted transferee shall abide by all the terms and conditions
hereunder. Nothing herein shall be deemed in any way to limit, restrict or otherwise affect Amtrak’s right
to contact with third parties with regard to any matters other than the use of the Premises by such third
parties. This provision requiring Landlord’s consent shall not apply, and Amtrak shall be permitted to assign
or sublet to any entity whose management and operation is indirectly or directly controlling, controlled by
or under common control with Amtrak or if such assignment or subletting is due to or arises out of any
judicial or legislative action or mandate, and any such transfers shall not be deemed an assignment or
subletting.
b. Amtrak shall have the right to sublet or license the use of space within the Premises
for the uses and purposes set forth in the following sentence without obtaining the prior written consent of
Landlord and retain any revenue from such subleases and licenses. Such sublets and licenses may include,
but will not be limited to, agreements for newsstands, concessions, coin operated vending machines,
telephones, automated teller/ticketing machines, ATM' s, direct telephone line connections for local hotel,
restaurants, entertainment, sports and convention centers and car rentals.
14. DEFAULT BY AMTRAK
The failure of Amtrak to perform substantially or keep or observe any of the terms,
covenants and conditions which it is obligated to perform, keep or observe under this Lease Agreement
within thirty (30) days after written notice from Landlord identifying the specific term, covenant, or
condition and requesting Amtrak to correct or to commence correction for any such deficiency or default
or such longer time period if the correction cannot be completed within said 30 days, provided that Amtrak
has commenced such correction, shall constitute an "Event of Default" by Amtrak.
15. RIGHTS OF LANDLORD AFTER DEFAULT BY AMTRAK
a. If an Event of Default by Amtrak occurs, as provided in Section 14, Landlord shall
have the right (unless otherwise specified in the termination notice), in addition to any rights of the Landlord
at law or in equity and after written notice to Amtrak, to terminate this Lease and enter and take possession
of the Premises and expel, oust and remove any and all parties who may occupy any portion of the Premises,
all in accordance with all applicable laws and procedures.
b. In case of any termination, re-entry, and/or dispossession by the Landlord in
accordance with lawful proceedings:
(1) The Rent which is due and owing up to the time of termination, re -entry or
other dispossession shall become due thereupon and be paid up to the earlier of (a) the time of such
termination or (b) upon reentry, dispossession or expiration: and
(2) Landlord may relet the Premises or any part or parts thereof, either in the name
of Landlord or otherwise, for a term or terms which may at Landlord’s option be less than or exceed the
period which would otherwise have constituted the balance of the Term of the Agreement.
16. LANDLORD'S DEFAULT
In the event Landlord fails to perform any covenant or obligation required to be performed
under this Lease, and such failure continues for more than thirty (30) days after notice from Amtrak
identifying such failure, such failure shall constitute an "Event of Default" by Landlord. If an Event of
Default by Landlord occurs, Amtrak, at its sole option and discretion, may: (l) perform such covenant or
obligation on behalf of Landlord in which event the Landlord shall reimburse Amtrak all costs and expenses
associated with Amtrak’s performance (including attorney's fees) within twenty (20) days after Amtrak
presents an invoice to Landlord for such performance; (2) terminate this Lease; or (3) pursue any and all
rights and remedies available at law or in equity.
17. QUIET ENJOYMENT
If and so long as Amtrak shall keep all the covenants and agreements required by it to be
kept under this Lease, Landlord covenants and agrees that it and anyone claiming by through or under
Landlord shall not interfere with the peaceful and quiet occupation and enjoyment of the Premises by
Amtrak.
18. RIGHT OF ENTRY UPON PREMISES
Landlord and its agents and employees shall have the right to enter upon the
Premises, if accompanied by an Amtrak employee, to inspect the same to determine if Amtrak is performing
the covenants of this Lease, on its part to be performed, to post such reasonable notices as Landlord may
desire to protect its rights, and to perform service and maintenance pursuant to its obligations under this
Lease.
19. TAXES
Pursuant to 49 U.S.C. §24301(1), Amtrak is exempt from all state and local taxes,
surcharges, or fees and Amtrak shall not be liable for the payment of any such taxes, surcharges or fees in
connection with this Lease.
20. COMPLIANCE WTH LAWS. ORDINANCES. AND RULES
Amtrak agrees to conform to and not violate any applicable laws, ordinances, rules,
regulations, and requirements of federal authorities now existing or hereinafter created affecting Amtrak’s
use and occupancy of the Premises. Landlord agrees to conform and comply with all applicable laws,
ordinances, rules, regulations and requirements of federal, state, county or other governmental authorities
and various departments there of now existing or hereinafter created regarding Landlord’s ownership and
maintenance of the Station, including compliance with the Americans with Disabilities Act. Nothing in this
Lease shall be interpreted as making Amtrak a responsible party for purposes of accessibility requirements
under the Americans with Disabilities Act.
Landlord hereby agrees to comply with all applicable laws, ordinances, rules,
regulations and requirements of Federal, state, local, or other governmental or quasi-governmental
authorities now existing or hereafter created in connection with the ownership, leasing,
maintenance, repair and use of the Station and the Property including, without limitation, the ADA,
the Rehabilitation Act and the Human Trafficking Prevention Act of 2022. Such compliance shall
include, without limitation, present or future requirements from any governmental or quasi-
governmental authority including but not limited to the Federal Railroad Administration (“FRA”)
pursuant or relating to grants, mortgages or other funding requirements that such authority has
with Amtrak.
c. Landlord represents and warrants that as of the Commencement Date, the
Station, the Property and all improvements thereon (whether previously existing or newly
constructed) are and shall thereafter be maintained, repaired and operated in accordance with all
applicable statutes, laws, rules, regulations, ordinances, codes, and standards, including without
limitation, the following: (i) the ADA; (ii) the Rehabilitation Act; (iii) the Human Trafficking
Prevention Act of 2022; and (iv) Amtrak’s safety, security, operations and engineering standards
appliable to rail passenger stations.
d. If any noncompliance with any applicable statutes, laws, rules, regulations,
ordinances, codes or standards is found to exist during the Term, Landlord shall, at its sole cost
and expense, make repairs, replacements or alterations necessary to comply with such applicable
statutes, laws, rules, regulations, ordinances, codes or standards as budget permits or City Council
approves funding.
e. If Landlord plans to perform work on the Station platform(s), and such work
requires approval by the FRA under 49 CFR 37.42(d), then Landlord shall provide Amtrak with
its boarding plan before any platform work has begun. Amtrak shall recommend any modifications
which it deems appropriate and shall submit the final plans to the FRA for its review and approval.
21. CONDITION OF PREMISES UPON SURRENDER
When Amtrak vacates the Premises at the expiration of the Term or earlier termination of
this Lease, whichever occurs first, Amtrak shall leave the Premises in the same condition as when Amtrak
received possession, ordinary wear and tear, damage by fire or other casualty, or condemnation excepted
and as may be altered, modified or improved in accordance with the terms of this Lease.
22. NON-WAIVER
Any waiver of any breach of covenants or conditions herein contained to be kept and
performed by either party shall be effective only if in writing and shall not be deemed or considered as a
continuing waiver. Any waiver shall not operate to bar or prevent the waiving party from declaring a
forfeiture or exercising its rights for any succeeding breach of either the same or other condition or
covenant.
23. PARTNERSHIP DISCLAIMER
It is mutually understood and agreed that nothing in this Lease is intended or shall be construed in any way
as creating or establishing the relationship of partners or joint ventures between the parties hereto, or as
constituting Amtrak as an agent or representative of Landlord for any purpose or in any manner whatsoever.
24. PARTIES BOUND
Except as otherwise specifically provided in this Lease, this Lease shall bind and inure to
the benefit of the parties hereto and their respective administrators, legal representatives, successors and
assigns.
25. NOTICES
Notices given under the terms of this Lease must be in writing and shall be deemed properly
served if such notice is hand delivered or mailed by certified mail, return receipt requested, or sent by an
established overnight commercial courier for delivery on the next business day with delivery charges
prepaid, addressed to the other party at the following address, or such other address as either party may,
from time to time, designate in writing:
If to Landlord: If to Amtrak:
City Manager National Railroad Passenger Corporation
City of Pasco 30th Street Station, 5th Floor South
PO Box 293 Philadelphia, PA 19104
Pasco, WA 99301 Attn: Director, Real Estate Development
Notice mailed in accordance with the provisions hereof shall be deemed to have been given
as to the date of hand delivery or the third business day following the date of such mailing, whichever is
earlier.
26. LEGAL CONSTRUCTION
In the event any one or more of the provisions contained in this Lease Agreement shall for any
reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision hereof, and this Lease Agreement shall be construed as if such invalid,
illegal or unenforceable provision has never been contained herein. This Agreement and the rights and
obligations of the parties hereto shall be governed and construed in accordance with the laws of the State
of Washington. All suits, actions, claims and causes of action relating to this Agreement shall be brought in
the United States District Court for the district in which the Station is located.
27. DISPUTE RESOLUTION
In the event of a dispute regarding the terms of this lease, the parties shall first meet (either in
person or by telephone) in a good faith effort to resolve such dispute. In the event a dispute remains, each
party may pursue any and all rights and remedies available to such party at law.
28. TIME OF ESSENCE, BINDING UPON HEIRS, ETC.
Time is of the essence of each and all the terms and provisions of this Lease and the terms
and provisions of this Lease Agreement shall extend to and be binding upon and inure to the benefit of the
administrators, successors and assigns of the respective parties hereto.
29. NUMBER AND GENDER
All words used herein in the singular number shall include plural and the present tense shall
include the future, and the masculine gender shall include the feminine and neutral.
30. ENTIRE AGREEMENT
This Lease contains the sole and only agreement of the parties. Any prior agreements,
promises, negotiations or representations not expressly set forth in this Lease are of no force or effect.
31. LANGUAGE CONSTRUCTION
The language of each and all paragraphs, terms, and/or provisions of this Lease shall, in all
cases and for any and all purposes, and any and all circumstances whatsoever, be construed as a whole,
according to its fair meaning, and not for or against any party hereto and with no regard whatsoever to the
identify or status of any person or persons who drafted all or any portion of this Lease.
32. HOLDING OVER
If Amtrak shall hold over the Premises, after expiration of the Term or any extension
thereof, such holding over shall be construed to be only a tenancy from month to month subject to all of the
covenants, conditions and obligations contained in this Lease provided, however, that nothing in this
paragraph shall be construed to give Amtrak any rights to so hold over and to continue in possession of the
Premises without the consent of Landlord.
33. AMENDMENT
This Lease, including any exhibits hereto, shall not be amended, except in writing signed
by the parties. Any amendment or addendum to this Lease shall expressly refer to this Lease.
SALE OF THE STATION/NON DISTURBANCE
Landlord and all succeeding landlords agree that they shall not sell, transfer, assign
or in any manner dispose of or change ownership or control of the Property without the prior
written consent of Amtrak, which consent may be withheld in Amtrak’s sole and absolute
discretion. Such consent shall be subject to, inter alia, the new landlord, controlling party or owner
agreeing in writing to be bound by all of the provisions of this Lease and Amtrak’s rights shall be
reflected in the deed for the Station. A memorandum of this Lease may be recorded by Amtrak in
the recorder of deeds office for the ________________. This Lease shall not be subordinate to any
other liens, mortgages or encumbrances unless such owner or holder of the lien, mortgage or other
encumbrance signs a nondisturbanceno disturbance agreement approved by Amtrak, in its sole and
absolute discretion, prior to any disposition of the Station.
36. AUDIT RIGHTS
Amtrak, its Office of Inspector General, and the FRA, their respective agents,
designees and accountants shall have the right at any time or from time to time for up to five (5)
years after the expiration or earlier termination of this Lease, and final payments of all sums due
hereunder are made, and with prior notice to Landlord, to make any examination, inspection or
audit of Landlord’s books and records which relate in any way to the Station, the Premises, this
Lease, or to any payments of any sums of money due or paid pursuant to this Lease, the Premises
or the Station. If it is determined that any charges paid by Amtrak have, in error, been underpaid
or overpaid, then: (a) the party that has been underpaid shall be reimbursed the amount of such
underpayment by the other party; or (b) the party that has been overpaid shall refund the amount
of such overpayment to the other party.
Nothing in this Lease shall be construed to limit the rights, obligations, authority,
or responsibilities of Amtrak’s Office of the Inspector General pursuant to the Inspector General
Act of 1978, as amended, including the right to seek information by subpoena.
37. STATUTORY AND DEED RIGHTS
a. Amtrak has been afforded certain statutory rights. Prior to entering into any
agreement with a third party to convey all or a portion of the Property, Landlord shall notify
Amtrak. Upon receipt of such notice, Amtrak may submit to Landlord for inclusion into any sales
agreement and deed of conveyance for all or a portion of the Property, language that preserves
Amtrak’s rights to use the Station. Landlord shall not convey the Property unless (i) Amtrak
waives the requirements of this Section or (ii) Landlord includes in any sales agreement and deed
or other instrument to convey all or a portion of the Property language that Amtrak approves
preserving Amtrak’s rights to use the Station.
b. Nothing herein shall waive any rights benefiting Amtrak whether statutorily
granted, in the land records for the Property or granted pursuant to other means. Any provision in
this Lease that Amtrak has voluntarily agreed to that is inconsistent with any statutory or other
rights of Amtrak to which is not intended to be a waiver of such rights by Amtrak, and such rights
may be exercised by Amtrak at any time.
c. The termination of this Lease is not intended to be a termination of nor will
it constitute a termination of any rights granted to Amtrak pursuant to the land records for the
Property or any statute or by any other means. The rights and obligations of the parties in this
Section 37 shall survive the expiration or termination of this Lease.
38. HUMAN TRAFFICKING PREVENTION
Landlord shall use its best efforts to prevent, recognize and report potential human
trafficking violations that occur in the Station, in compliance with all applicable federal, state and
local laws, including but not limited to the Human Trafficking Prevention Act of 2022 which
requires Landlord to post contact information for the national human trafficking hotline in the
public restrooms of the Station.
39. COUNTERPARTS
This Agreement may be executed in multiple counterparts, each of which shall be deemed
an original agreement and both of which shall constitute one and the same agreement. The
counterparts of this Agreement may be executed and delivered by PDF, facsimile or other
electronic signature by email transmission by the parties. Receiving parties may rely on the receipt
of such document so executed and delivered electronically or by facsimile as if the original has
been received. No party shall contest the admissibility or enforceability of the electronically signed
copy of the Agreement in any proceeding arising out of the terms and conditions of this Agreement.
GOVERNING LAW
This Lease shall be governed by and construed under the laws of the District of
Columbia and any legal proceedings hereunder shall be adjudicated in the United States District
Court for the District of Columbia.
[signatures on following page]
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be signed by their authorized
representatives, pursuant to due and legal action authorizing the same to be done, as of the Effective Date.
LANDLORD AMTRAK
CITY OF PASCO, a municipal NATIONAL RAILROAD PASSENGER
corporation CORPORATION
By: _________________________ By: _____________________________
Adam Lincoln Louis Wolfowitz
City Manager Assistant Vice President Real Estate
Development
Attest
By_________________________
Eric Ferguson, City Attorney
STATE OF WASHINGTON )
: SS
County of Franklin )
On this day personally appeared before me ADAM LINCOLN, City Manager of the City of
Pasco, Washington, described in and who executed the within and foregoing instrument, and
acknowledged that he signed the same as his free and voluntary act and deed for the uses and purposes
therein mentioned.
GIVEN under my hand and official seal this __ day of _________. 2024
Print Name _____________________________
Notary Public in and for the State of Washington
Residing at ______________________________
My Commission Expires ___________________
STATE OF _____________________ )
: SS
County of _______________ )
On this day personally appeared before me, described in and who executed the within and
foregoing instrument, and acknowledged that he signed the same as his free and voluntary act and deed
for the uses and purposes therein mentioned.
GIVEN under my hand and official seal this __ day of _________. 2024
Print Name _____________________________
Notary Public in and for the State of Washington
Residing at ______________________________
My Commission Expires ___________________
Ex
h
i
b
i
t
C