HomeMy WebLinkAboutAmtrak Lease 03.01.09ORIGINAL
LEASE AGREEMENT
Pasco Station)
This Lease Agreement ( "Lease ") is made and entered into as of this ' l f day of
200 , by and between the CITY OF PASCO, a municipal corporation
LESSOR "), and National Railroad Passenger Corporation, a corporation organized under the
former Rail Passenger Service Act and the laws of the District of Columbia, with offices at 30`h
Street Station, 51h Floor South Tower, Philadelphia, PA 19104 ( "AMTRAK ").
BACKGROUND
WHEREAS, LESSOR owns certain real property in the City of PASCO, located at 535 N.
1sT Ave., which property is known as Pasco Transportation Facility (the "Station "), being more
particularly shown on Exhibit A attached hereto and made a part hereof; and,
WHEREAS, AMTRAK desires to lease a portion of the Station as defined in Section 1
below from LESSOR; and
WHEREAS, LESSOR desires to lease a portion of the Station, as defined in Section..l.
below, to Amtrak.
NOW, THEREFORE, in consideration of- the terms and conditions set forth herein,
LESSOR and AMTRAK do hereby agree as follows:
1. PREMISES
a. LESSOR hereby leases to AMTRAK and AMTRAK leases from LESSOR
for the term upon all the conditions set forth herein 1041 square feet of space in the Station as
delineated on the plan attached and incorporated herein as Exhibit "B ", attached hereto and made
a part hereof, (the "Premises ").
b. LESSOR also hereby grants to AMTRAK, its employees, agents, licensees,
contractors, passengers and invitees, the nonexclusive right in common with LESSOR and all
others designated by LESSOR for the use of the common areas and common facilities in the
Station and on the land on which the Station is located. The Station and the land on which it is
located are collectively referred to herein as the "Property ". 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 ( "Common Areas ").
2. TERM
a. The initial term of this Lease shall be for five (5) years (the "Term ")
commencing March 1, 2009 ( "Commencement Date "). The Term will end five(5) years
thereafter, unless (a) sooner terminated by AMTRAK giving at least thirty (30) days' prior written
notice to LESSOR that AMTRAK's rail passenger service to Pasco will relocate or cease.
b. AMTRAK shall have the option to extend the Term of this Lease for two
2) additional five (5) year term(s) by giving notice of its intent to exercise this option at least
sixty (60) days before the end of the then current term. Any extended term shall be upon all the
same terms and conditions as set forth in this Lease.
STATION LEASE PASC03 -10 -09 (2).DOC 5 -08
3. RENT AND OTHER CHARGES
a. Rent during the first year of the Term shall be Twenty -Two Thousand
Two Hundred Forty Eight Dollars ($22,248). 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 LESSOR 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.
4. USE
AMTRAK may occupy and use the Premises for any lawful purpose reasonably
related to the operation of a rail passenger station and AMTRAK's business operations, including
ticketing, waiting area for passengers, related mail, package, baggage, and express services and
office, mechanical and /or engineering facilities, connecting bus service and operations incidental
to AMTRAK's business (collectively "USE ").
5. HOURS OF OPERATION
AMTRAK shall have the right to keep the Premises open at all such times as it
desires.
6. 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 LESSOR.
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 LESSOR 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.
7. MAINTENANCE, REPAIR AND SERVICES
a. Except as otherwise specifically provided herein, LESSOR, 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. LESSOR shall pay all costs, expenses, fees, taxes and sums related to its
ownership, operation and maintenance of the Station before delinquency.
C. LESSOR shall provide at its expense:
i) Heating, ventilation and air conditioning ( "HVAC ") for the Station,
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STATION LEASE PASC03 -10 -09 (2).DOC 5 -08
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 LESSOR 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's passenger train (and bus) operations at the Station and available for
LESSOR's review upon LESSOR's request. LESSOR 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 LESSOR, are desirable or necessary.
LESSOR 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.
ix.) Security.
d. LESSOR shall cause utilities (pay telephones in Common Areas,
electricity, water, sewer, etc.) to be supplied to the Property sufficiently for the operation of a
first -class commercial facility, including provision of such utilities to the Premises at levels and in
amounts sufficient for AMTRAK's use and occupancy of the Premises as provided in Section 4 of
this Lease.
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 LESSOR under this Lease.
f. Notwithstanding anything to the contrary in this Lease, if LESSOR 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
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installment or installments of rent next due or bill LESSOR for such cost and expense in which
event LESSOR 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 LESSOR, AMTRAK shall supply LESSOR with verification of all costs.
8. 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 LESSOR's approval prior to making any
alterations or improvements and all alterations or improvements must be approved in writing by
LESSOR. LESSOR'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 LESSOR 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 LESSOR 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.
C. 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.
9. INSURANCE 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
LESSOR and AMTRAK, against loss or damage to AMTRAK's personal property and leasehold
improvements on the Premises in the amount of full 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 LESSOR, and shall provide that the same may not be canceled except upon 30 days
prior written notice to LESSOR and AMTRAK shall furnish to LESSOR 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.
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Said insurance shall list the LESSOR as additional insured, shall be with insurance companies
reasonably acceptable to LESSOR, and AMTRAK shall provide certificates of insurance to the
LESSOR evidencing said insurance.
C. SELF INSURANCE. AMTRAK represents to LESSOR and LESSOR
acknowledges that AMTRAK self- insures in the ordinary course of its business (but the right to
self - insure shall not apply to of 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. LESSOR INSURANCE. During the term of this lease, LESSOR 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 LESSOR with respect-to
its ownership, occupancy and 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. LESSOR agrees to release, and to the extent permitted by law,
LESSOR 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 LESSOR's failure to comply
with any of LESSOR's obligations contained under this Lease, or arising solely out of LESSOR'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.
10. DAMAGE OR DESTRUCTION
In the event of destruction, or substantial damage, to the Premises during the Term
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of this Lease which renders the Premises unusable to AMTRAK, in AMTRAK's sole discretion,
LESSOR 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 LESSOR 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. If LESSOR does not rebuild the
Station it shall provide AMTRAK with suitable alternative space to use as a passenger station.
C. LESSOR shall notify AMTRAK within thirty (30) days after such damages
or destruction of LESSOR's 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.
1 l . 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
LESSOR 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
accordingly. Compensation awarded as a result of such condemnation shall be that of LESSOR,
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
LESSOR of defects or problems with the Premises within one (1) year after AMTRAK takes
occupancy. If AMTRAK notifies LESSOR as aforesaid, LESSOR 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 LESSOR'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
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Premises to any local or regional bus service provider without LESSOR'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 LESSOR 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 LESSOR'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 LESSOR 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 LESSOR 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 LESSOR AFTER DEFAULT BY AMTRAK
a. If an Event of Default by AMTRAK occurs, as provided in Section 14,
LESSOR shall have the right (unless otherwise specified in the termination notice), in addition to
any rights of the LESSOR 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 LESSOR
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) -LESSOR may relet the Premises or any part or parts thereof, either
in the name of LESSOR or otherwise, for a term or terms which may at LESSOR's option be less
than or exceed the period which would otherwise have constituted the balance of the Term of the
Agreement.
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16. LESSOR'S DEFAULT
In the event LESSOR 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
LESSOR. If an Event of Default by LESSOR occurs, AMTRAK, at its sole option and discretion,
may: (1) perform such covenant or obligation on behalf of LESSOR in which event the LESSOR
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
LESSOR 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, LESSOR covenants and agrees that it and anyone claiming by
through or under LESSOR shall not interfere with the peaceful and quiet occupation and
enjoyment of the Premises by AMTRAK.
18. RIGHT OF ENTRY UPON PREMISES
LESSOR 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 LESSOR 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.
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. LESSOR 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 LESSOR'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.
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.
AMTRAKPascoLease 3- 12- 09.doc 5 -08
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 LESSOR
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:
LESSOR: AMTRAK:
City Manager National Railroad Passenger Corporation
City of Pasco 30th Street Station, 5"' Floor South
PO Box 293 Philadelphia, PA 19104
Pasco WA 99301 Attn: Assistant Vice President Real Estate
Development
With a copy to:
AMTRAK
Project Director, Real Estate Development
530 Water Street 5`
h
Floor
Oakland, California 94607
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
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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 t 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 neuter.
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 LESSOR.
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.
IN WITNESS WHEREOF, the parties hereto have affixed their signatures the day
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and year first above written.
LESSOR" AMTRAK"
CITY OF PAW, a m icipal NATIONAL RAILROAD PASSENGER
corporation CORPORATION
B Y By
Gary utchfiel Bruce Looloian
City Manager Assistant Vice President Real Estate
Development
AMTRAKPascoLease 3.12- 09.doc 5 -08
STATE OF WASHINGTON )
M1
County of Franklin
On this day personally appeared before me GARY CRUTCHFIELD, 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 thiso 7 day of , 2009.
OTARY': * S Print Name
PUBLIC Notary Public in and for the Stale f Washington
b Residing at uR \
My Commission Expires .-
ss
County of
On this day personally appeared before me BRUCE LOOLOIAN, Assistant Vice President
Real Estate Development of the National Railroad Passenger Corporation, 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 , 2009.
Print Name ti7 ,A112 <-u L/
C'C
lNotaryPublicinandforthe b suL, /0
Residing at
My Commission Expires
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AMTRAKPascol,ease 3- 12- 09.doc 5 -08
EXHIBIT A
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