HomeMy WebLinkAbout20062197.tiff RESOLUTION
RE: APPROVE LEASE OF PROPERTY FOR HIGHWAY PURPOSES (WELD COUNTY
ROAD 35) AND AUTHORIZE CHAIR TO SIGN - UNION PACIFIC RAILROAD
WHEREAS,the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS,the Board has been presented with a Lease of Property for Highway Purposes
(Weld County Road 35)between the County of Weld, State of Colorado, by and through the Board
of County Commissioners of Weld County, and Union Pacific Railroad, commencing
September 1, 2005, with further terms and conditions being as stated in said lease, and
WHEREAS,after review, the Board deems it advisable to approve said lease, a copy of
which is attached hereto and incorporated herein by reference.
NOW,THEREFORE,BE IT RESOLVED by the Board of County Commissioners of Weld
County, Colorado, that the Lease of Property for Highway Purposes (Weld County Road 35)
between the County of Weld, State of Colorado, by and through the Board of County
Commissioners of Weld County, and Union Pacific Railroad be, and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to
sign said lease.
The above and foregoing Resolution was,on motion duly made and seconded,adopted by
the following vote on the 9th day of Au ust, A.D., 2006, nunc pro tunc September 1, 2005.
1 4 \BOARD O COUNTY COMMISSIONERS
ELD C NTY, COLORADO
ATTEST: ex,
oa.
�� eile, Chair
Weld County Clerk to the B � / \`'t
David E. Long, Pro-Teem
BY: 2
1 Cc_
Dep Clerk the Board
Willis H Jerke
A D AS •
A4.1$11/4-Q--•
Robert D. Masden
County orney EXCUSED
2ylo� Glenn Vaad
Date of signature: I
2006-2197
00 I Pa), 014 0,/ j\ EG0054
Qr'd(F)ro
UNION
PACIFIC
OH
July 10, 2006
Folder: 00016-36
BRUCE BARKER ESQ
WELD COUNTY COLORADO
PO BOX 758
GREELEY CO 80632
RE: Lease Covering Use of Railroad Property at Peckham,Colorado
Dear Mr. Barker,
Pursuant to your request,enclosed are two (2)originals of the above-referenced Lease for your execution.
In the enclosed envelope, please return the following:
1. ALL ORIGINALS of the Lease signed by the appropriate party. If approved by the Railroad
Company, a fully-executed original will be returned to you for your records.
2. CHECK, with Folder No. 00016-36 written on the front, in the amount of One Thousand
Dollars ($1,000.00) covering the rental and administrative fees, if any. Future rental will be
billed and payment should be directed to the address on the invoice.
3. CERTIFICATE OF INSURANCE indicating Folder No. 00016-36.
Both copies of the above-mentioned lease document, plus the questionnaire, check and certificate of
insurance must be received by this office within 30 days of the date of this letter for consideration
by Railroad Company management. You are not authorized to enter the premises until you are in
possession of a fully executed copy of this Lease.
NOTHING IN THIS CORRESPONDENCE SHOULD BE CONSTRUED AS A COMMITMENT TO
LEASE REAL PROPERTY AS SUCH A COMMITMENT REQUIRES FORMAL RAILROAD
MANAGEMENT APPROVAL. IF SUCH APPROVAL IS RECEIVED,A FULLY EXECUTED COPY
OF THE LEASE WILL BE RETURNED TO YOU.
If you have any questions regarding this Lease, please contact me at(402) 544-8552.
Sincerely,
r gg�A. rsl.GiG1/
en
Senior Manager- Real Estate
Red Estate
UNION PACIFIC RAILROAD
1400 Douglas Street,Stop 1690
Omaha,Nebraska 68179-1690
fx. (402) 501-0340 2006-2197
- ' Industrial Lease(Yr to Yr) 12-15-05
Unimproved Property
Form Approved,AVP-Law
Folder: 00016-36
Audit: A104033
LEASE OF PROPERTY
THIS LEASE ("Lease") is entered into on 41/7167- , 2006, between UNION
PACIFIC RAILROAD COMPANY ("Lessor") and COUNTY OF WELD, STATE OF
COLORADO, whose address is ATTN: Assistant County Attorney, P.O. Box 758, Greeley, Colorado
80632, Greeley, Colorado 80229 ("Lessee").
IT IS AGREED BETWEEN THE PARTIES AS FOLLOWS:
Article I. PREMISES: USE.
Lessor leases to Lessee and Lessee leases from Lessor the premises ("Premises") at Peckham,
Colorado, shown on the print dated August 14, 1980, marked Exhibit A, hereto attached and made a part
hereof, subject to the provisions of this Lease and of Exhibit B attached hereto and made a part hereof.
The Premises may be used for highway purposes, namely Weld County Road 35, and purposes incidental
thereto, only, and for no other purpose.
Article II. TERM.
The term of this Lease shall commence September 1, 2005, and, unless sooner terminated as
provided in this Lease, shall extend for one year and thereafter shall automatically be extended from year
to year.
Article III. RENT.
A. Effective September 1, 2005, Lessee shall pay to Lessor, in advance, rent of Five
Hundred Dollars($500.00)annually.
B. Not more than once every one (1) year, Lessor may redetermine the annual rent. In the
event that Lessor does redetermine the rent, Lessor shall notify Lessee of such change.
Article IV. INSURANCE.
A. Before commencement of the term of this Lease, Lessee shall provide to Lessor a
certificate issued by its insurance carrier evidencing the insurance coverage required under Exhibit C
hereto attached and made a part hereof.
B. Not more recently than once every two years, Lessor may reasonably modify the required
insurance coverage to reflect then-current risk management practices in the railroad industry and
underwriting practices in the insurance industry.
C. All insurance correspondence, certificates and endorsements shall be directed to: Real
Estate Department, 1400 Douglas Street STOP 1690, Omaha, Nebraska 68179-1690, Folder No. 00016-
36.
Industrial Lease(Unimproved)Yr to Yr 12-15-05
oeo; - 1l 7
Industrial Lease(Yr to Yr) 12-15-05
Unimproved Property
Form Approved,AVP-Law
Article V. SPECIAL PROVISION-CANCELLATION.
Effective upon commencement of the term of this Lease, the Lease dated 9/1/1980, identified as
Audit No. A104033 with same (the `Prior Lease'), together with any and all supplements and
amendments, is canceled and superseded by this Lease, except for any rights, obligations or liabilities
arising under the Prior Lease before cancellation, including any consent to conditional assignment, chattel
agreement, or consent to sublease. The security deposit provision or rental payment, if any, contained in
the Prior Lease, will survive the cancellation of the Prior Lease and be made a part of this Lease.
IN WITNESS WHEREOF, the parties have executed this Lease as of the day and year first herein
written.
UNION PACIFIC RAILROAD COMPANY WELD COUNTY, COLORADO
By: By: 1.!/d
enior pager- Real Estate Tit e:14. J. Geile, Chair, Board of County
Commissioners
08 2006
ATTEST: ��•�'� I',//�
NOTE: Supersedes and cancels Audit No. A104033 with same
WELD COUNTY CLERK��a T
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�� - EXHIBIT "A"
a UNION PACIFIC RAILROAD COMPANY
Near Peckham, Weld County, Colorado
r \ IM.P. 43.66 - Main Line
t i'�I
•
's To accompany agreement with County
¢ •\ // of Weld covering lease of right of
•• / way for highway purposes.
\ i
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y Scale 1" 400'
Office of
Director - Real Estate
Omaha, Nebraska August 14, 1980
* LEGEND *
\\ Lease outlined YELLOF
UPRRCo. R/W outlined REE
Industrial Lease(Yr to Yr) 12-15-05
Unimproved Property
Form Approved,AVP-Law
EXHIBIT B
TO
LEASE OF PROPERTY
Section 1. IMPROVEMENTS.
No improvements placed upon the Premises by Lessee shall become a part of the realty.
Section 2. RESERVATIONS, TITLE AND PRIOR RIGHTS.
A. Lessor reserves to itself, its agents and contractors, the right to enter the Premises at such
times as will not unreasonably interfere with Lessee's use of the Premises.
B. Lessor reserves (i)the exclusive right to permit third party placement of advertising signs
on the Premises, and(ii)the right to construct, maintain and operate new and existing facilities (including,
without limitation, trackage, fences, communication facilities, roadways and utilities) upon, over, across
or under the Premises, and to grant to others such rights, provided that Lessee's use of the Premises is not
interfered with unreasonably.
C. Lessee acknowledges that Lessor makes no representations or warranties, express or
implied, concerning the title to the Premises, and that the rights granted to Lessee under this Lease do not
extend beyond such right, title or interest as Lessor may have in and to the Premises. Without limitation
of the foregoing, this Lease is made subject to all outstanding rights, whether or not of record. Lessor
reserves the right to renew any such outstanding rights granted by Lessor or Lessor's predecessors.
D. Without limitation of Subparagraphs B. and C. above, Lessee shall not interfere in any
manner with the use or operation of any signboards now or hereafter placed on the Premises or with any
property uses in connection with such signboards (such as, by way of example and not in limitation,
roadways providing access to such signboards). In no event may Lessee construct on the Premises any
improvements that interfere in any manner with the visibility or operation of any signboards now or
hereafter on the Premises or on property in proximity to the Premises.
Section 3. PAYMENT OF RENT.
Rent (which includes the fixed advance rent and all other amounts to be paid by Lessee
under this Lease) shall be paid in lawful money of the United States of America, at such place as shall be
designated by the Lessor, and without offset or deduction.
Section 4. TAXES AND ASSESSMENTS.
A. Lessee shall pay, prior to delinquency, all taxes levied during the life of this Lease on all
personal property and improvements on the Premises not belonging to Lessor. If such taxes are paid by
Lessor, either separately or as a part of the levy on Lessor's real property, Lessee shall reimburse Lessor
in full within thirty(30)days after rendition of Lessor's bill.
Exhibit B
• Industiial Lease(Yr to Yr)12-15-05
Unimproved Property
Form Approved,AVP-Law
B. If the Premises are specially assessed for public improvements, the annual rent will be
automatically increased by 12%of the full assessment amount.
Section 5. WATER RIGHTS.
This Lease does not include any right to the use of water under any water right of Lessor,
or to establish any water rights except in the name of Lessor.
Section 6. CARE AND USE OF PREMISES.
A. Lessee shall use reasonable care and caution against damage or destruction to the
Premises. Lessee shall not use or permit the use of the Premises for any unlawful purpose, maintain any
nuisance, permit any waste, or use the Premises in any way that creates a hazard to persons or property.
Lessee shall keep the sidewalks and public ways on the Premises, and the walkways appurtenant to any
railroad spur track(s) on or serving the Premises, free and clear from any substance which might create a
hazard.
B. Lessee shall not permit any sign on the Premises, except signs relating to Lessee's
business.
C. If any improvement on the Premises other than the Lessor Improvements is damaged or
destroyed by fire or other casualty, Lessee shall, within thirty (30) days after such casualty, remove all
debris resulting therefrom. If Lessee fails to do so, Lessor may remove such debris, and Lessee agrees to
reimburse Lessor for all expenses incurred within thirty (30) days after rendition of Lessor's bill.
D. Lessee shall comply with all governmental laws, ordinances, rules, regulations and orders
relating to Lessee's use of the Premises and this Lease, including, without limitation, any requirements for
subdividing or platting the Premises.
Section 7. HAZARDOUS MATERIALS, SUBSTANCES AND WASTES.
A. Without the prior written consent of Lessor, Lessee shall not use or permit the use of the
Premises for the generation, use, treatment, manufacture, production, storage or recycling of any
Hazardous Substances, except that Lessee may use, if lawful, small quantities of common chemicals such
as adhesives, lubricants and cleaning fluids in order to conduct business at the Premises. The consent of
Lessor may be withheld by Lessor for any reason whatsoever, and may be subject to conditions in
addition to those set forth below. It shall be the sole responsibility of Lessee to determine whether or not
a contemplated use of the Premises is a Hazardous Substance use.
B. In no event shall Lessee (i) release, discharge or dispose of any Hazardous Substances,
(ii) bring any hazardous wastes as defined in RCRA onto the Premises, (iii) install or use on the Premises
any underground storage tanks, or(iv) store any Hazardous Substances within one hundred feet(100') of
the center line of any main track.
C. If Lessee uses or permits the use of the Premises for a Hazardous Substance use, with or
without Lessor's consent, Lessee shall furnish to Lessor copies of all permits, identification numbers and
notices issued by governmental agencies in connection with such Hazardous Substance use, together with
such other information on the Hazardous Substance use as may be requested by Lessor. If requested by
Lessor, Lessee shall cause to be performed an environmental assessment of the Premises upon
termination of the Lease and shall furnish Lessor a copy of such report, at Lessee's sole cost and expense.
Exhibit B
• Industrial Lease(Yr to Yr) 12-15-05
Unimproved Property
Form Approved,AVP-Law
D. Without limitation of the provisions of Section 12 of this Exhibit B, Lessee shall be
responsible for all damages, losses, costs, expenses, claims, fines and penalties related in any manner to
any Hazardous Substance use of the Premises (or any property in proximity to the Premises) during the
term of this Lease or, if longer, during Lessee's occupancy of the Premises, regardless of Lessor's consent
to such use or any negligence, misconduct or strict liability of any Indemnified Party (as defined in
Section 12), and including, without limitation, (i) any diminution in the value of the Premises and/or any
adjacent property of any of the Indemnified Parties, and (ii)the cost and expense of clean-up, restoration,
containment, remediation, decontamination, removal, investigation, monitoring, closure or post-closure.
Notwithstanding the foregoing, Lessee shall not be responsible for Hazardous Substances (i) existing on,
in or under the Premises prior to the earlier to occur of the commencement of the term of the Lease or
Lessee's taking occupancy of the Premises, or (H) migrating from adjacent property not controlled by
Lessee, or (Hi) placed on, in or under the Premises by any of the Indemnified Parties; except where the
Hazardous Substance is discovered by, or the contamination is exacerbated by, any excavation or
investigation undertaken by or at the behest of Lessee. Lessee shall have the burden of proving by a
preponderance of the evidence that any of the foregoing exceptions to Lessee's responsibility for
Hazardous Substances applies.
E. In addition to the other rights and remedies of Lessor under this Lease or as may be
provided by law, if Lessor reasonably determines that the Premises may have been used during the term
of this Lease or any prior lease with Lessee for all or any portion of the Premises, or are being used for
any Hazardous Substance use, with or without Lessor's consent thereto, and that a release or other
contamination may have occurred, Lessor may, at its election and at any time during the life of this Lease
or thereafter (i) cause the Premises and/or any adjacent premises of Lessor to be tested, investigated, or
monitored for the presence of any Hazardous Substance, (ii) cause any Hazardous Substance to be
removed from the Premises and any adjacent lands of Lessor, (Hi) cause to be performed any restoration
of the Premises and any adjacent lands of Lessor, and (iv) cause to be performed any remediation of, or
response to, the environmental condition of the Premises and the adjacent lands of Lessor, as Lessor
reasonably may deem necessary or desirable, and the cost and expense thereof shall be reimbursed by
Lessee to Lessor within thirty (30) days after rendition of Lessor's bill. In addition, Lessor may, at its
election, require Lessee, at Lessee's sole cost and expense, to perform such work, in which event, Lessee
shall promptly commence to perform and thereafter diligently prosecute to completion such work, using
one or more contractors and a supervising consulting engineer approved in advance by Lessor.
F. For purposes of this Section 7, the term "Hazardous Substance" shall mean (i) those
substances included within the definitions of "hazardous substance", "pollutant", "contaminant", or
"hazardous waste", in the Comprehensive Environmental Response, Compensation and Liability Act of
1980, 42 U.S.C. §§ 9601, et seq., as amended or in RCRA,the regulations promulgated pursuant to either
such Act, or state laws and regulations similar to or promulgated pursuant to either such Act, (ii) any
material, waste or substance which is (A) petroleum, (B) asbestos, (C) flammable or explosive, or (D)
radioactive; and (Hi) such other substances, materials and wastes which are or become regulated or
classified as hazardous or toxic under any existing or future federal, state or local law.
Section 8. UTILITIES.
A. Lessee will arrange and pay for all utilities and services supplied to the Premises or to
Lessee.
B. All utilities and services will be separately metered to Lessee. If not separately metered,
Lessee shall pay its proportionate share as reasonably determined by Lessor.
Exhibit B
• Industrial Lease(Yr to Yr) 12-15-05
Unimproved Property
Form Approved,AVP-Law
Section 9. LIENS.
Lessee shall not allow any liens to attach to the Premises for any services, labor or
materials furnished to the Premises or otherwise arising from Lessee's use of the Premises. Lessor shall
have the right to discharge any such liens at Lessee's expense.
Section 10. ALTERATIONS AND IMPROVEMENTS; CLEARANCES.
A. No alterations, improvements or installations may be made on the Premises without the
prior consent of Lessor. Such consent, if given, shall be subject to the needs and requirements of the
Lessor in the operation of its Railroad and to such other conditions as Lessor determines to impose. In all
events such consent shall be conditioned upon strict conformance with all applicable governmental
requirements and Lessor's then-current clearance standards.
B. All alterations, improvements or installations shall be at Lessee's sole cost and expense.
C. Lessee shall comply with Lessor's then-current clearance standards, except (i) where to
do so would cause Lessee to violate an applicable governmental requirement, or(ii) for any improvement
or device in place prior to Lessee taking possession of the Premises if such improvement or device
complied with Lessor's clearance standards at the time of its installation.
D. Any actual or implied knowledge of Lessor of a violation of the clearance requirements
of this Lease or of any governmental requirements shall not relieve Lessee of the obligation to comply
with such requirements, nor shall any consent of Lessor be deemed to be a representation of such
compliance.
Section 11. AS-IS.
Lessee accepts the Premises in its present condition with all faults, whether patent or
latent, and without warranties or covenants, express or implied. Lessee acknowledges that Lessor shall
have no duty to maintain, repair or improve the Premises.
Section 12. RELEASE AND INDEMNITY.
A. As a material part of the consideration for this Lease, Lessee, to the extent it may
lawfully do so, waives and releases any and all claims against Lessor for, and agrees to indemnify, defend
and hold harmless Lessor, its affiliates, and its and their officers, agents and employees ("Indemnified
Parties") from and against, any loss, damage (including, without limitation, punitive or consequential
damages), injury, liability, claim, demand, cost or expense (including, without limitation, attorneys' fees
and court costs), fine or penalty (collectively, "Loss") incurred by any person (including, without
limitation, Lessor, Lessee, or any employee of Lessor or Lessee) (i) for personal injury or property
damage caused to any person while on or about the Premises, or(ii) arising from or related to any use of
the Premises by Lessee or any invitee or licensee of Lessee, any act or omission of Lessee, its officers,
agents, employees, licensees or invitees, or any breach of this Lease by Lessee.
B. The foregoing release and indemnity shall apply regardless of any negligence,
misconduct or strict liability of any Indemnified Party, except that the indemnity, only, shall not apply to
any Loss determined by final order of a court of competent jurisdiction to have been caused by the sole
active direct negligence of any Indemnified Party.
Exhibit B
' Industrial Lease(Yr to Yr)12-15-05
Unimproved Property
Form Approved,AVP-Law
C. Where applicable to the Loss, the liability provisions of any contract between Lessor and
Lessee covering the carriage of shipments or trackage serving the Premises shall govern the Loss and
shall supersede the provisions of this Section 12.
D. No provision of this Lease with respect to insurance shall limit the extent of the release
and indemnity provisions of this Section 12.
Section 13. TERMINATION.
A. Lessor may terminate this Lease for Lessee's default by giving Lessee notice of
termination, if Lessee(i) defaults under any obligation of Lessee under this Lease and, after written notice
is given by Lessor to Lessee specifying the default, Lessee fails either to immediately commence to cure
the default, or to complete the cure expeditiously but in all events within thirty (30) days after the default
notice is given, or(ii) Lessee abandons the Premises for a period of one hundred twenty(120)consecutive
days.
B. Notwithstanding the terms of this Lease set forth in Article II, Lessor or Lessee may
terminate this Lease without cause upon thirty(30)days'notice to the other party; provided, however,that
at Lessor's election, no such termination by Lessee shall be effective unless and until Lessee has vacated
and restored the Premises as required in Section 15A, at which time Lessor shall refund to Lessee, on a
pro rata basis, any unearned rental paid in advance.
Section 14. LESSOR'S REMEDIES.
Lessor's remedies for Lessee's default are to (a) enter and take possession of the Premises,
without terminating this Lease, and relet the Premises on behalf of Lessee, collect and receive the rent
from reletting, and charge Lessee for the cost of reletting, and/or (b) terminate this Lease as provided in
Section 13 above and sue Lessee for damages, and/or (c) exercise such other remedies as Lessor may
have at law or in equity. Lessor may enter and take possession of the Premises by self-help, by changing
locks, if necessary, and may lock out Lessee,all without being liable for damages.
Section 15. VACATION OF PREMISES; REMOVAL OF LESSEE'S PROPERTY.
A. Upon termination howsoever of this Lease, Lessee (i) shall have peaceably and quietly
vacated and surrendered possession of the Premises to Lessor, without Lessor giving any notice to quit or
demand for possession, and (ii) shall have removed from the Premises all structures, property and other
materials not belonging to Lessor, and restored the surface to as good a condition as the same was in
before such structures were erected, including, without limitation, the removal of foundations, the filling
in of excavations and pits,and the removal of debris and rubbish.
B. If Lessee has not completed such removal and restoration within thirty (30) days after
termination of this Lease, Lessor may, at its election, and at any time or times, (i) perform the work and
Lessee shall reimburse T.essor for the cost thereof within thirty (30) days after bill is rendered, (ii) take
title to all or any portion of such structures or property by giving notice of such election to Lessee, and/or
(iii)treat Lessee as a holdover tenant at will until such removal and restoration is completed.
Section 16. FIBER OPTICS.
Lessee shall telephone Lessor during normal business hours (7:00 a.m. to 9:00 p.m.,
Central Time, Monday through Fridays, except for holidays) at 1-800-336-9193 (also a 24-hour, 7-day
number for emergency calls) to determine if fiber optic cable is buried on the Premises. Lessor may
change the telephone number and hours of operation by giving Lessee notice of the change. If cable is
Exhibit B
• Industrial Lease(Yr to Yr) 12-15-05
Unimproved Property
Form Approved,AVP-Law
buried on the Premises, Lessee will telephone the telecommunications company(ies), arrange for a cable
locator, and make arrangements for relocation or other protection of the cable. Notwithstanding
compliance by Lessee with this Section 16, the release and indemnity provisions of Section 12 above
shall apply fully to any damage or destruction of any telecommunications system.
Section 17. NOTICES.
Any notice, consent or approval to be given under this Lease shall be in writing, and
personally served, sent by reputable courier service, or sent by certified mail, postage prepaid, return
receipt requested, to Lessor at: Union Pacific Railroad Company, Attn: Assistant Vice President - Real
Estate, Real Estate Department, 1400 Douglas Street, Stop 1690, Omaha, Nebraska 68179; and to Lessee
at the above address, or such other address as a party may designate in notice given to the other party.
Mailed notices shall be deemed served five (5) days after deposit in the U.S. Mail. Notices which are
personally served or sent by courier service shall be deemed served upon receipt.
Section 18. ASSIGNMENT.
A. Lessee may sublease the Premises or assign this Lease, by operation of law or otherwise,
only if Lessee provides Lessor with advance notice of the assignment or sublease and the subtenant's or
assignee's written agreement for the benefit of Lessor to be bound by the terms of this Lease. No
subletting or assignment shall relieve Lessee of its obligations under this Lease. Any assignment or
sublease by Lessee in violation of this Paragraph A shall be void and ineffective and shall, at the option of
Lessor, result in an immediate termination of this Lease.
B. Subject to this Section 18, this Lease shall be binding upon and inure to the benefit of the
parties hereto and their respective heirs, executors, administrators, successors and assigns.
Section 19. CONDEMNATION.
If, as reasonably determined by Lessor, the Premises cannot be used by Lessee because of
a condemnation or sale in lieu of condemnation, then this Lease shall automatically terminate. Lessor
shall be entitled to the entire award or proceeds for any total or partial condemnation or sale in lieu
thereof, including, without limitation, any award or proceeds for the value of the leasehold estate created
by this Lease. Notwithstanding the foregoing, Lessee shall have the right to pursue recovery from the
condemning authority of such compensation as may be separately awarded to Lessee for Lessee's
relocation expenses, the taking of Lessee's personal property and fixtures, and the interruption of or
damage to Lessee's business.
Section 20. ATTORNEY'S FEES.
If either party retains an attorney to enforce this Lease (including, without limitation, the
indemnity provisions of this Lease),the prevailing party is entitled to recover reasonable attorney's fees.
Section 21. RIGHTS AND OBLIGATIONS OF LESSOR.
If any of the rights and obligations of Lessor under this Lease are substantially and
negatively affected by any changes in the laws applicable to this Lease, whether statutory, regulatory or
under federal or state judicial precedent, then Lessor may require Lessee to enter into an amendment to
this Lease to eliminate the negative effect on Lessor's rights and obligations to the extent reasonably
possible.
Exhibit B
' Industrial Lease(Yr to Yr) 12-15-05
Unimproved Property
Form Approved,AVP-Law
Section 22. ENTIRE AGREEMENT.
This Lease is the entire agreement between the parties, and supersedes all other oral or
written agreements between the parties pertaining to this transaction, including, without limitation, Lease
Audit No. and any other lease under which all or any portion of the Premises was leased to
Lessee. Notwithstanding the prior sentence, Lessee shall retain any and all obligations and liabilities
which may have accrued under any other such agreements prior to the commencement of the term of this
Lease. This Lease may be amended only by a written instrument signed by Lessor and Lessee.
Exhibit B
EXHIBIT C
UNION PACIFIC RAILROAD
INSURANCE REQUIREMENTS
Lessee shall, at its sole cost and expense, procure and maintain during the life of this Lease the following
insurance coverage:
A. Commercial General Liability insurance. This insurance shall contain broad form contractual
liability with a single limit of at least $2,000,000 each occurrence or claim and an aggregate limit of at
least $4,000,000. Coverage must be purchased on a post 1998 ISO or equivalent form, including but not
limited to coverage for the following:
• Bodily injury including death and personal injury
• Property damage
• Fire legal liability
• Products and completed operations
The policy shall also contain the following endorsements which shall be indicated on the certificate of
insurance:
• The employee and workers compensation related exclusions in the above policy apply only to
Lessee's employees
• The exclusions for railroads (except where the Premises is more than fifty feet(50') from any
railroad including but not limited to tracks, bridges, trestles, roadbeds,terminals, underpasses
or crossings), and explosion, collapse and underground hazard shall be removed.
• Waiver of subrogation
• Designated Premises Pollution Coverage (CG00-39), unless Lessee does not use or permit the
use of the Premises for the generation, use, treatment, manufacture, production, storage or
recycling of any Hazardous Substance (as defined in Section 7F of Exhibit B to this Lease).
B. Business Automobile Coverage insurance. This insurance shall contain a combined single limit
of at least$1,000,000 per occurrence or claim, including but not limited to coverage for the following:
• Bodily injury and property damage
• Any and all motor vehicles including owned, hired and non-owned
The policy shall also contain the following endorsements which shall be indicated on the certificate of
insurance:
• The employee and workers compensation related exclusions in the above policy apply only to
Lessee's employees
• The exclusions for railroads (except where the Premises is more than fifty feet (50') from any
railroad including but not limited to tracks, bridges, trestles, roadbeds, terminals, underpasses
or crossings), and explosion, collapse and underground hazard shall be removed.
C. Workers Compensation and Employers Liability insurance including but not limited to:
• Lessee's statutory liability under the workers'compensation laws of the state where the
Premises are located
• Employers' Liability(Part B)with limits of at least$500,000 each accident, $500,000 disease
policy limit$500,000 each employee
If Workers Compensation insurance will not cover the liability of Lessee in states that require
participation in state workers' compensation fund, Lessee shall comply with the laws of such states. If
Lessee is self-insured, evidence of state approval must be provided along with evidence of excess
workers compensation coverage. Coverage shall include liability arising out of the U. S. Longshoremen's
and Harbor Workers'Act, the Jones Act, and the Outer Continental Shelf Land Act, if applicable.
The policy shall also contain the following endorsement which shall be indicated on the certificate of
insurance:
• Alternate Employer Endorsement
D. Umbrella or Excess Policies In the event Lessee utilizes Umbrella or excess policies, these
policies shall "follow form"and afford no less coverage than the primary policy.
Other Requirements
E. Punitive damage exclusion must be deleted,which deletion shall be indicated on the certificate
of insurance.
F. Lessee agrees to waive its right of recovery, and its insurers, through policy endorsement, agree
to waive their right of subrogation against Lessor. Lessee further waives its right of recovery, and its
insurers also waive their right of subrogation against Lessor for loss of its owned or leased property or
property under its care, custody and control. Lessee's insurance shall be primary with respect to any
insurance carried by Lessor. All waivers of subrogation shall be indicated on the certificate of
insurance.
G. All policy(ies) required above (excluding Workers Compensation) shall provide severability of
interests and shall name Lessor as an additional insured. The coverage provided to Lessor as additional
insured shall not be limited by Lessee's liability under the indemnity provisions of this Lease.
Severability of interest and naming Lessor as additional insured shall be indicated on the certificate
of insurance.
H. Prior to the execution of this Lease, Lessee shall furnish to Lessor original certificate(s) of
insurance evidencing the required coverage, endorsements, and amendments. The certificate(s) shall
contain a provision that obligates the insurance company(ies) issuing such policy(ies) to notify Lessor in
writing of any cancellation or material alteration. Upon request from Lessor, a certified duplicate
original of any required policy shall be furnished.
I. Any insurance policy shall be written by a reputable insurance company acceptable to Lessor or
with a current Best's Insurance Guide Rating of A- and Class VII or better, and authorized to do business
in the state where the Premises are located.
J. Lessee WARRANTS that this Lease has been thoroughly reviewed by Lessee's insurance
agent(s)/broker(s), who have been instructed by Lessee to procure the insurance coverage required by this
Lease and acknowledges that Lessee's insurance coverage will be primary.
K. If Lessee fails to procure and maintain insurance as required, Lessor may elect to do so at the cost
of Lessee plus a 25% administration fee.
L. The fact that insurance is obtained by Lessee or Lessor on behalf of Lessee shall not be deemed to
release or diminish the liability of Lessee, including, without limitation, liability under the indemnity
provisions of this Lease. Damages recoverable by Lessor shall not be limited by the amount of the
required insurance coverage.
.
rs t 6; � WELD COUNTY ATTORNEY'S OFFICE
915 TENTH STREET
P.O. BOX 758
GREELEY, CO 80632
igilk WEBSITE: www.co.weld.co.us
PHONE: (970) 336-7235
FAX: (970) 352-0242
COLORADO August 9, 2006
Gregg A. Larsen
Senior Manager-Real Estate
Union Pacific Railroad Company
1400 Douglas Street Stop 1690
Omaha,NE 68179-1690
Re: Railroad Leases Folder Nos. 4-38, 2024-98,
60-46, and 16-36
Dear Mr. Larsen:
I have enclosed in the appropriate envelopes the Railroad Leases Folder Nos. 4-38, 2024-98, 60-
46, and 16-36 which have been approved and signed by Mike Geile, Chairman of the Board of
County Commissioners of Weld County, Colorado. I understand that you will have the
appropriate representative from the Union Pacific Railroad Company sign one of the originals
and send it back to me at P.O. Box 758, 915 10th Street, Greeley, CO 80632.
A check in the sum of$33,636.00 is enclosed with Lease Folder No. 4-38. Copies of the check
are included with the other Lease Folders. I had asked for separate checks,but this one came
through. I apologize for any inconvenience this may cause.
Thank you again for your continued patience in getting these leases completed.
You had asked about whether Weld County had ever vacated the right-of-way obtained from the
Union Pacific near Brighton in 1896 and used for WCR 27. After reviewing the County files, we
find no order or resolution of the Board vacating that right-of-way.
Please call me at (970) 356-4000, ext. 4390, if you have any questions or need anything further.
cer y, //7
Pce T. Barker
Weld County Attorney
Enc.
pc: Esther Gesick
Leon Sievers
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P.O. Box 758 Oai OF MOXI ES Pi THE*aeasuav
a COLORADO' GREELEY, COLORADO ese OTHEronaxo
O (970)356-4000 FAX:(970)352-0242 PAY EXACTLY
e V TRF&SURER $****33,636.00
OF SAID COUNTY DATE 08/08/06
• 4.7 Thirty Three Thawed Six Hundred Thirty Six Dollars AM No Cents VOID ff NOT CASHED IN 60 DAYS
"' PAY TO THE ORDER OF /
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UNION PACIFIC RAILROAD COMPANY
1400 DOUGLAS STREET cr"'xM" a•"xoo mux vcouu sioneas
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4 WELD COUNTY ATTORNEY'S OFFICE
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915 TENTH STREET
P.O. BOX 758
GREELEY, CO 80632
WEBSITE: www.co.weld.co.us
O PHONE: (970) 336-7235
FAX: (970) 352-0242
COLORADO October 27, 2006
Gregg A. Larsen
Senior Manager-Real Estate
Union Pacific Railroad Company
1400 Douglas Street Stop 1690
Omaha, NE 68179-1690
Re: Railroad Folder Nos.0005-17, 02024-96, and
00004-38.
Dear Mr. Larsen:
Enclosed are the following:
a. Two signed originals of the Renewal Rider Agreement for Folder No. 00004-38.
b. Two signed originals of the Renewal Rider Agreement for Folder No. 02024-96.
c. Two signed originals of the Lease of Property for Folder No. 0005-17.
d. Copies of the Certificates of Liability Insurance for Folder Nos. 0005-17, 02024-
96, and 00004-38. I assume you have received the originals. Also enclosed is a
copy of Weld County's Self-Insurance Permit from the State of Colorado.
e. A check in the sum of$500 for Folder No. 0005-17..
f. A copy of a letter dated October 13, 2006, including its enclosure, from Don J.
Hoff, Town Attorney for the Town of Pierce.
I believe this completes all of the lease transactions we have been working on. Please call me at
(970) 356-4000, ext. 4390, if you have any questions or need anything further.
Sincerely,
Bruce`(Barker
` Weld County Attomey
Enc.
pc: Esther Gesick
Leon Sievers
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Folder: 00016-36
BRUCE BARKER ESQ
WELD COUNTY COLORADO
PO BOX 758
GREELEY CO 80632
RE: Renewal Rider covering highway purposes at or near Peckham, Weld County, Colorado
Dear Mr. Barker,
Attached for your permanent record is a fully executed original of the above-referenced Lease.
The Railroad Company has authorized the installation of fiber optic cable facilities on its property in
certain areas. Prior to digging on the Railroad's property you must contact the Railroad Company
at 1-800-336-9193 to determine if this property contains fiber optic cable. In any event, you should
thoroughly review the terms and conditions of this Lease.
In compliance with the Internal Revenue Service's policy regarding Form 1099, please be advised that
94-6001323 is Union Pacific Railroad Company's Federal Taxpayer Identification Number and we are
doing business as a corporation.
cYouI
ly
A. Larsen
Senior Manager-Real Estate
(402) 544-8552
Real Estate
UNION PACIFIC RAILROAD
1400 Douglas Street, Stop 1690
Omaha,Nebraska 68179-1690
fx. (402) 501-0340
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