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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, 2 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 3 AMTRAKPascoLease 3- 12- 09.doc 5 -08 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. 4 AMTRAKPascotease 3- 12- 09.doc 5 -08 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 5 AMTRAKPascoLease 3- 12- 09.doc 5 -08 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 6 AMTRAKPascoLease 3- 12- 09.doc 5 -08 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. 7 AMTRAKPascoLease 3- 12- 09.doc 5 -08 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 9 AMTRAKPaseoLease 3- 12- 09.doe 5 -08 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 10 AMTRAKPascoLease 3- I2- 09.doc 5 -08 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 12 AMTRAKPascol,ease 3- 12- 09.doc 5 -08 EXHIBIT A Legal Description of Property In d P-F.Wdm- oemm vf, NOi s! co 0 z 0 D o 0 Co co CD (D JCL rc • Q c-+- CD O O a-+ O r-t- 11': Premises Diagram /Floor Plan orn n r O r ZCD cm — D O c O S Z Z 0 < 0 1 xx 3 I _ a I o t 1 r I f I i O 1 » j p I i - I r a I lI1 l l r i a 3 I _ a I o t 1 r I f I i O 1 » j p I i - I r a I lI1