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HomeMy WebLinkAbout15- Renewal Agreement - Montana Rail Link, Inc. - Land Lease Renewal of Agreement No. 500,539 EXERCISE OF OPTION TO RENEW LEASE NO. 500,539 02BOZEMAN THIS EXERCISE OF OPTION TO RENEW ("Renewal Agreement") is dated as of the 24T" day of August, 2015 (the "Effective Date") between MONTANA RAIL LINK, INC., a Montana corporation ("Lessor"), whose mailing address is PO Box 16624, Missoula, MT 59808-6624 and physical address is 101 International Way, Missoula, MT 59808 and City of Bozeman, ("Lessee"), whose address is PO Box 1230, Bozeman, MT 59771 RECITALS A. Lessor is in the railroad transportation business and leases a system of rail tracks ("Lessor's Tracks)") and various real properties associated therewith from BNSF Railway Company, a Delaware corporation ("BNSF"). pursuant to that certain Agreement between Lessor and BNSF dated July 21, 1987 ("Master Lease"), including the Premises described below which Lessee desires to further lease from Lessor. B. Lessee and Lessor entered into a Definite Term Lease Agreement for Land ("Lease") on April 1, 199& i r, C. By the terms and provisions of the Lease, Lessor leases to Lessee and Lessee leases from Lessor that certain property located at City of Bozeman, County of Gallatin, State of Montana, Mile Post 0+3678, Survey Station 5 36+78, as more particularly described in the Lease ("Premises"). 4 D. The current Term of the Lease for the Premises commenced on April 1, 2008 and expired on March 31, 2013. E. The Lease contains an option to renew ("Option") pursuant to the Addendum For Renewal Option attached to the Lease. The renewal period shall commence as of April 1, 2013 and expire on March 31, 2018. F. Lessee desires to exercise the Option and Lessor and Lessee desire to extend the Term of the Lease pursuant to the terms set forth below in this Renewal Agreement. AGREEMENTS NOW, THEREFORE, in consideration of the mutual covenants, premises, and agreements contained in this Renewal Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Lessee hereby exercises the Option, and Lessor and Lessee hereby extend the Term of the Lease for a period of five (5) years (the "Extended Term") under the same terms and conditions set forth in the Lease except as otherwise provided herein. 2. The Extended Term will commence as of April 1, 2013 and shall expire on March 31, 2018. 3. During the Extended Term, Rent shall be at an annual rate of zero 0.00). 4. Rent for the Extended Term shall be adjusted as provided in the Lease. 5. This Renewal Agreement and the Lease are subject and subordinate to the Master Lease. BNSF by its signature below acknowledges Lessee's rights under the Lease, if, prior to the termination of the Lease, or to the expiration of the term of the Lease, the term of the Master Lease expires, the Master Lease is terminated or BNSF reenters and repossesses the Premises after a default by Lessor under the Master Lease. If BNSF succeeds to the rights of Lessor as the "Lessor" under the Lease, Lessee agrees that (i) BNSF shall not be liable or responsible for any breach of or default under the Lease arising prior to the date that BNSF succeeds to the rights of Lessee as the "Lessor" under the Lease; (ii) BNSF shall not be required to cure or correct any breach or default under the Lease arising prior to the date that BNSF succeeds to the rights of Lessor as the "Lessor" under the Lease; and (iii) no breach of or default under the Lease arising prior to the date that BNSF succeeds to the rights of Lessor as the "Lessor" under the Lease shall excuse, delay, release or relieve Lessee from the payment and performance of all of Lessee's duties and obligations under the Lease. The preceding sentence is not intended and shall not be construed to affect any rights or remedies of Lessee against Lessor arising or resulting from a breach of or default under the Lease by Lessor prior to the date that BNSF succeeds to the rights of Lessor as the "Lessor" under this Lease. If BNSF succeeds to the rights of Lessor as the "Lessor" under this Lease, Lessee agrees to recognize BNSF as the"Lessor" under the Lease and timely tender payment Exercise of Option to Renew MRL Form 414 March 2014 Page 1 of 2 and performance of Lessee's duties and obligations under the Lease to BNSF as if BNSF were named as "Lessor" in the Lease. 6. Lessee agrees that Lessor has complied fully and completely with all of Lessor's obligations under the Lease with the result that Lessee is fully obligated to pay, and will pay, the rent and other charges due thereunder in accordance with the terms and provisions set forth in the Lease, and Lessee is fully obligated to perform, and is performing, all of the other obligations of Lessee under the Lease, without the right of counterclaim, offset, or defense. 7. Unless otherwise provided herein, all capitalized and/or defined terms herein shall have the same meaning given to such capitalized and/or defined terms in the Lease. 8. Except as amended hereby, or by other previous amendments signed by the parties, all of the terms and provisions of the Lease are hereby reaffirmed and remain in full force and effect. In the event there is a conflict between the terms and provisions of the Lease and the terms and provisions of this Renewal Agreement, the terms and provisions of this Renewal Agreement shall control. 9. This Renewal Agreement may be executed in multiple counterparts, each of which shall, for all purposes, be deemed an original but which together shall constitute one and the same instrument, and the signature pages from any counterpart may be appended to any other counterpart to assemble fully executed documents, and counterparts of this Renewal Agreement may also be exchanged via electronic facsimile machines and any electronic facsimile of any party's signature shall be deemed to be an original signature for all purposes. Executed by the parties to be effective as of the Effective Date set forth above. LESSOR Montana Rail Link, Inc., a Montana corporation By: Joe Gentri, Manager Real Estate Administration LESSEE City of Bozeman By: O-Q&A A. , Printed Name: YI S A. Title: BNSF's execution in the space provided below evidences BNSF's consent to this Renewal Agreement. This Renewal Agreement is not valid and shall have no force and effect without BNSF's signature. BNSF BNSF Railway Company 2301 Lou Menk Dr., GOB-3W Ft.Worth, TX 76131 By: Kurt ringer, Gene- Director Real Estate Exercise of Option to Renew MRL Form 414 March 2014 Page 2 of 2 MONTANA RAIL LINK,INC. (800)241-5676 Montana Rail Link Real Estate Department (406)523-1500 101 International Drive (406)523-1462 fax Post Office Box 16624 www.montanarail.com Missoula,Montana USA 59808 December 8, 2o16 City of Bozeman PO Box 1230 Bozeman,Mt 59771 RE: Agreement No. 500,539 Dear Lessee: Enclosed please find City of Bozeman executed Exercise of Option to Renew Lease for your records. Please let me know if I can be of assistance in the future. Sincerely, _J� 'v Bev Kenfield Supervisor Real Estate Real Estate Department