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Untitled (10)Diary of Real Estate Transaction between City of Yelm and BNSF, to acquire the Yehn-Roy Prairie Line 20. November 9, 1998 — Yelm City Council special study session meeting, at Roy Community Center, Roy WA — presentation to the Yelm and Roy Councils concerning the possible acquisition of the BNSF short - line between Yelm and Lakewood. 21. November 1998 — copy of letter dated November 9, 1998 from City Attorney, Sandy Mackie — advising on the formation of the Rail Advisory Committee. 22. November 10, 1998 — copy of Agenda with agenda Item for the 11/10/98 TRPC meeting — "Regional Rail Initiatives" — "the City of Yelm is seeking to preserve the Yelm-Roy segment as an operating line due to the importance of freight rail in attracting and retaining quality manufacturing businesses." 23. November 24, 1998 — City of Yelm Resolution No. 379 approved and adopted by the Yelm City Council — "A Resolution to state the guiding principles for the acquisition and use and operational oversight of the railroad branch line, the Yelm Branch Line, currently owned by the BNSF Railway Company; to create a Rail Advisory Committee to advise the city on the use, operation and development of the acquired property; and to provide guidance to the Director of Public Works on how to proceed." 24. Date ?? — copy of Daily Olympian news article, dated sometime in 1998 — titled: "Yelm works on deal to run rail line." 25. Date ?? — copy of TNT news article, dated sometime in 1998 — titled: "Burlington Northern reportedly intrigued by Yelm bid." 26. Date ?? — copy of Daily Olympian news article, dated sometime in 1998 — titled: "Yelm moves to purchase railroad line." 27. February 1999 — copy of letter dated 2/2/99 from Ken Garmann, COY PW Director to Richard Batie of BNSF, regarding "Prairie Line" Yelm to Lakeview. 28. March 1999 — copy of letter dated 3/16/99 from Ken Garmann, COY PW Director to Joe Williams regarding TRPC/STP TEA -21 Grant for Yelm to Lakeview BNSF Branch Line Acquisition. 29. March 1999 — copy of letter dated 3/26/99 from Ken Garmann, COY PW Director to Richard Batie of BNSF, regarding Prairie Line — Yelm to Lakeview. Page 3 of 7 Diary of Real Estate Transaction between City of Yehn and BNSF, to acquire the Yehn-Roy Prairie Line 30. March 30, 1999 — Rail Committee Meeting held at the Yelm Prairie Hotel Conference Room. 31. May 11, 1999 — Rail Advisory Committee (RAC) meeting held at the offices of Yelm Prairie Development Company, Yelm. 32. December 1999 — copy of Staff Report dated 12/2/99 from Ken Garmann, COY PW Director to Yelm Mayor and City Council, recommending City Council approve awarding contract to David Evans & Associates, Inc. (DEA, Inc.) to have them complete an appraisal, which must be done to meet federal requirements for T-21 STP funds allocated through Thurston Regional Planning Council for the acquisition of the Roy to Yelm "Prairie Line." 33. December 1999 — copy of Complete Appraisal Report, dated 12/15/99 — of the Yelm to Roy segment of the old Northern Pacific Prairie Line/Yelm Branch Line — prepared by DEA, Inc. 34. March 2000 — copy of report dated 3/1/00 on the Pedestrian/Bike Trail Conceptual Design — (for area adjacent to the existing BNSF rail line that runs between the COY and the City of Roy.) 35. March 2000 — copy of letter dated 3/1/00 from Ken Garmann, COY PW Director to Richard Batie of BNSF, regarding acquisition of the "Prairie Line." 36. June 2000 — copy of letter dated June 15, 2000 from Richard Batie of BNSF to Shelly Badger, COY City Administrator (CA) with attachment regarding a draft contract for the transfer of the Roy to Yelm line from BNSF to the City of Yelm. 37. June 19, 2000 — RAC meeting held. 38. June 2000 — copy of fax dated 6/28/00 from Steve Day, of Betts, Patterson & Mines, PS — to Shelly Badger, COY CA, regarding comments on BNSF's contract -draft agreement regarding donation of rail line. 39. July 2000 — copy'of faxed letter dated July 10, 2000 from Taro Kusunose, of Betts, Patterson & Mines, PS — to Shelly Badger, COY CA, regarding Draft Yelm to BNSF letter regarding Draft Agreement. 40. August 2000 — copy of letter dated 8/23/00 from Taro Kusunose, of Betts, Patterson & Mines, PS, to Shelly Badger, COY CA, regarding BNSF — Yelm transaction. Page 4 of 7 Diary of Real Estate Transaction between City of Yebn and BNSF, to acquire the Yehn-Roy Prairie Line 41. August 2000 — copy of fax/memo dated 8/24/00 from Taro Kusunose, of Betts, Patterson & Mines, PS, to Shelly Badger, COY CA, regarding an extension of time on the BNSF/Yelm transaction. 42. August 2000 — copy of letter dated 8/28/00 from Shelly Badger COY CA to Richard Batie of BNSF, regarding BNSF — COY Transfer of Roy to Yelm line requesting a 60 day extension of time for the COY to negotiate with BNSF on the transfer of ownership of the Yelm to Roy line. 43. August 2000 — copy of letter dated 8/30/00 from Richard Batie of BNSF to Shelly Badger, COY CA granting the 60 day extension of time on the transfer of the Roy to Yelm line transaction. 44. September 2000 — copy of letter dated 9/22/00 from Shelly Badger, COY CA to Richard Batie of BNSF, regarding the Draft Agreement for the transfer of the Roy to Yelm line from BNSF to the COY. 45. October 2000 — copy of letter dated 10/9/00 from Dennis W. Wilson, Attorney for BNSF, to Shelly Badger, COY CA — regarding the "Yelm Rail Corridor Donation Contract" along with a copy of the Draft "Agreement for Donation of Certain Assets, Rights and Obligations of the BNSF Railway Company to the City of Yelm. 46. October 2000 — copy of letter dated 10/16/00 from Taro Kusunose of Betts, Patterson & Mines, PS — to Shelly Badger, COY CA — regarding comments on BNSF's October 9, 2000 response letter. 47. October 2000 — copy of letter dated 10/18/00 from Shelly Badger, COY CA — to Dennis W. Wilson, Attorney for BNSF, regarding Roy-Yelm corridor donation contract. 48. October 2000 — copy of emails dated October 27-30, 2000 between Taro Kusunose, Betts, Patterson & Mines PS, and Shelly Badger, COY CA, regarding Draft letter to BNSF counsel and Addendum closing information. 49. October 2000 — copy of letter dated 10/31/00 from Shelly Badger, COY CA — to Dennis W. Wilson, Attorney for BNSF, regarding Roy-Yelm rail corridor donation contract — with copy of agreement. 50. October 2000 — copy of letter dated 10/31/00 from Dennis W. Wilson, Attorney for BNSF — to Shelly Badger, COY CA, regarding BNSF parcel sale to City of Yelm, Washington. Page 5 of 7 Diary of Real Estate Transaction between City of Yelm and BNSF, to acquire the Yelm-Roy Prairie Line 51. November 2000 — copy of letter dated 11/1/00 from Dennis W. Wilson, Attorney for BNSF — to Shelly Badger, COY CA, regarding Roy-Yelm rail corridor donation. 52. November 2000 — copy of letter dated 11/2/00 from Dennis W. Wilson, Attorney for BNSF — to Taro Kusunose, of Betts, Patterson & Mines, PS, regarding BNSF parcel sale to City of Yelm. 53. November 2000 — copy of emails dated 11/3 & 11/6 between Taro Kusunose, Betts, Patterson & Mines, PS — and Shelly Badger COY CA, regarding real estate agreement/closing. 54. November 2000 — copy of letter dated 11/8/00 from Shelly Badger, COY CA to Richard Batie, BNSF Shortline Development Manager, regarding Roy-Yelm rail corridor donation contract and real estate purchase and sale agreement. 55. November 2000 — copy of letter dated 11/15/00 from Shelly Badger, COY CA to Richard Batie, BNSF, regarding Roy-Yelm rail corridor closing (with a check in the amount of $300,000.) 56. November 2000 — copy of letter dated 11/16/00 from Richard Batie, BNSF to Shelly Badger, COY CA regarding two copies of the "Assignment of Rights under Contract to Real Estate" covering the transfer of the Real Estate portion of the line sale to the City of Yelm. 57. November 2000 — copy of press release, dated 11/21/00: "As of 12:01 AM, November 17, 2000, the City of Yelm acquired the 4.55 mile portion of BNSF rail line from Yelm to Roy. The acquisition concludes discussions and negotiations with BNSF that began in the Fall of 1998 when the City of Yelm learned that the section of rail was being considered for abandonment. Since that time, the City formed a Rail Advisory Committee to recommend policy and aid in negotiations with BNSF." Page 6 of 7 Diary of Real Estate Transaction between City of Yelm and BNSF, to acquire the Yehn-Roy Prairie Line NEGOTIATOR'S DISCLAIMER • The written agreement embodies all considerations agreed to by the negotiator and the property owner. • The negotiator understands that the acquired property is for use in connection with a federal aid transportation project. • The negotiator has no direct or indirect interest in the property or in any monetary benefit from its acquisition, at present or in the future. The agreement has been reached without any type of coercion. Shelly A. Badger, City of Yelm Date City Administrator Negotiator Page 7 of 7 Shelly BE From: Taro Kusunose [kusunose@lasher.com] Sent: Tuesday, February 28, 2006 9:04 AM To: Shelly Badger Cc: Rebekah Grant Subject: FW: BN/City of Yelm Shelly, we will be forwarding draft Real Estate Excise Tax Affidavits to BN for review. Please let me know if you have any questions or concerns. Please also call me when you have a moment to discuss this matter further. Thank you. Taro Taro Kusunose, Esq. Lasher Holzapfel Sperry & Ebberson, PLLC (206) 332-7551 Direct Dial kusunose@lasher.com Notice: This is a privileged and confidential electronic transmission intended only for the individual/entity named. If you received this transmission in error, please notify the sender by reply e-mail or by calling (206) 332-7551, and then delete the transmission without copying it. Thank you. -----Original Message ----- From: Wintermute, Dalen[mailto:Dalen.Wintermute@BNSF.com] Sent: Tuesday, February 28, 2006 8:45 AM To: Taro Kusunose Cc: Long, Carl J Subject: RE: BN/City of Yelm Please send the REETA's to me.- I may be able to sign, but if not, I will forward to Dave Schneider for signature. Thanks. Dalen E. Wintermute Manager, Land Revenue Management BNSF Railway Company 2500 Lou Menk Drive, AOB-3 Ft. Worth, TX 76131-2828 Phone: (817) 352-6870 Fax: (817) 352-7797 >CONFIDENTIALITY NOTICE - >This message is intended only for the use of the individual or entity to which it is addressed and may contain information that is privileged, confidential and exempt from disclosure under applicable'law. If the reader of this message is notithe intended recipient, or the employee or agent responsible for delivering the message, to the intended recipient, you are hereby notified that any dissemination, distribution or copying of this communication is strictly prohibited. If you have received this message in error, please delete this message from all computers and notify me immediately by return e-mail and/or phone (817)352-6458. Thank you. -----Original Message ----- From: Taro Kusunose [mailto:kusunose@lasher.com] Sent: Monday, February 27, 2006 4:10 PM To: Wintermute, Dalen Subject: BN/City of Yelm Re -sent with a subject line. Taro -----Original Message ----- From: Taro Kusunose Sent: Monday, February 27, 2006 2:09 PM 1 1 Tod 'da3-en.wintermute@bnsf.com' Subject: Mr. Wintermute: This follows my voicemail to you of earlier today. This law firm represents the City of Yelm, Washington. In 2000, BN donated some real estate to the City, and also sold, some real estate to the City. The transfers were by quit claim deed. Copies of the two quit claim deeds (the originals of which we hold) are attached to this email in .pdf format for your reference. The fact that the quit claim deeds were not recorded came to light recently when we were asked by the IRS to answer a few questions as part of an IRS audit of BN being handled by Carl Long of BN. In order to record a deed in Washington, we need to file a document called a Real Estate Excise Tax Affidavit (REETA). The REETA will require original signatures of both transferor and transferee, so we will need someone over at BN to sign the REETAs. We will get draft REETAs to BN for review shortly. Back in 2000, Rich Batie was our primary BN contact. I recently spoke to Rich, who indicated that Dave Schneider would likely be the person to sign the REETAs. (In fact, Dave Schneider was the BN individual who signed one of the two deeds in 2000). Therefore, Rich suggested that I contact you about this. I Could you let me know if Dave Schneider would still be the person to sign. If not, who the right person would be. Could you also let me know Carl Long's email address, as Rich has asked that I keep Carl in the loop on this, and I think email will end up being the best way to go. Please let me know if you have any questions or concerns. I look forward to hearing from you. Thank you. Taro Kusunose Taro Kusunose, Esq. Lasher Holzapfel Sperry & Ebberson, PLLC 2600 Two Union Square 601 Union Street Seattle, Washington 98101-4000 USA (206) 332-7551 Direct Dial (206) 624-1230 Switchboard (206) 340-2563 Fax i kusunose@lasher.com Notice: This is a privileged and confidential electronic transmission intended onlIy for the individual/entity named. If you received this transmission in error, please notify the sender by reply e-mail or by calling (206) 332-7551, and then delete the transmission without copying it. Thank you. 2 Page I of 1. Shelly Badger From: Taro Kusunose [kusunose@lasher.com] Sent: Tuesday, February 28, 2006 9:13 AM To: bdille@owensdavies.com Cc: Shelly Badger Subject: FW: Rail Line abandonment out of lack of use? Brent: Sorry for the delay. Below is part of a response I received back from another attorney about rail abandonment. The question posed was whether a rail line could be "abandoned" by non-use. The "legal" abandonment discussed is done through the Surface Transportation Board in Washington D.C. Hope this helps. It sounds like it does help to have a train run down the track once in a while, as part of the evidence to produce to the STB in the event of a abandonment proceeding before the STB. Let me know if you have any questions or concerns. Thank you. Taro Taro Kusunose, Esq. Lasher Holzapfel Sperry & Ebberson, PLLC (206) 332-7551 Direct Dial kusunose@lasher.com Notice: This is a privileged and confidential electronic transmission intended only for the individual/entity named. If you received this transmission in error, please notify the sender by reply e-mail or by calling (206) 332-7551, and then delete the transmission without copying it. Thank you. No, not required legally. Lack of use can cause practical evidentiary problems, however. Adjoining property owners try to use this and say it is "abandoned" though non-use. That is a misunderstanding of what legal abandonment means. You may even find some state law cases that use the common criteria of long time non-use. You cannot have adverse possession against a railroad, either. To be legally abandoned, however, even if not used for years, you must go through the STB process because it is the exclusive method of terminating operating rights over a railroad ROW whether owned in fee or merely a railroad easement. Without a certificate of abandonment for the ICC before 1995 or the STB after 1/1/96, the property is never legally abandoned. True even if a bridge is out cutting it off from the rail network. However, the practical side is you must show that the "public convenience and necessity requires the continued operation of the line. If there is a likelihood of traffic in the future. Rail roads have lost too much track and now have a capacity problem The STB will protect a railroad which wishes to keep a property if they can show future use plans, solicitation of shippers on the line, effort to locate shippers to the line, or need to use the line for adjunct rail operations (storage of seasonal cars, etc). This becomes an evidence issue and I always advise shortline owners to run a train (even if it is just a locomotive) on the line occasionally, or put a car or two on it for a period of time, to mark their territory. Also, to keep the weeds cut. 2/28/2006 Memo To: Taro Kusunose, Esq., Lasher Holzapfel Sperry & Ebberson, PLLC From: Dana Spivey, Admin. Asst., City of Yelm, City Administrator's office Date: February 24, 2006 Subject: Quit Claim Deeds Hi Taro - Please find enclosed the `Original' quit claim deeds (for both the purchase and the donation from BNSF), to be recorded in both Thurston County and Pierce County, by your office. Also enclosed is some information from the Thurston County GeoData Center, regarding a parcel here in Yelm which comes up "owned by BNSF." We're assuming this separate piece of property was included in the purchase/donation transaction back in 2000 - but can you make sure? And make sure it is included in the recording of the two quit claim deeds? Thanks Taro! Have a great day/, Data for Parcel No. 22719311100 Zoom Map to Parcel Parcel No.: Site Address: Site City: Site Zip: 22719311100 Section: View Assessor's Data for Parcel Owner: BURLINGTON NORTHERN INC Address: PO BOX 961089 City: FORT WORTH State: TX, 76161-0089 Parcel No.: Site Address: Site City: Site Zip: 22719311100 Section: sl 9172E Legal Description: 19-17-2E PTN NW SW PTN OF RAILROAD R/W USED FOR LOADING Usecode: 41 - TRAN-RAILROD Tax Code Area:' 170 Taxable: No Annual Tax: $0.00 Property Type: TRN Total Acres: 0.21 Land Value: $4,000.00 Building Value: $0.00 Total Value: $4,000.00 Current Use: N Exemptions: None Wetlands: Floodzone: Flood of 1999: Winter Flooding of 1996: High Groundwater Flood Hazards: Zoning: Historic Site: Permitting Jurisdiction: Jurisdiction of Influence: Stormwater Rate: No Shooting Zone: Animal Control: Unknown NO, Unknown Unknown Unknown C-2, CBD, No YELM YELM No No Contact Animal Control (360-458-3244). - -a- - -- - http://geomapl.geodata.orglwebsitelcadastrallresultsparcel.asp?parcel=22719311100 2/23/2006 Weed Containment Zone: No Steep Slopes: Unknown Ground Water Sensitive Areas: No DNR Natural Heritage Data: Unknown Critical Buffers: No Shoreline Management Areas: YES Waterbody & Wetland Buffers: No FEMA Panel No.: 355 Wellhead Protection Area: No Area of Groundwater Concern: No Elevated Nitrates: No Soil Type: Spanaway gravelly sandy loam, 0 to 3% slopes Hydric Soil: No Watershed: NISQUALLY RIVER Water Service Area: YELM, CITY OF School District: YELM Elementary School: FORT STEVENS Middle School: MILL POND + YELM MID High Sch000l: YELM Fire Response District: YELM Medic Response District: Medic 2 Residential Outdoor Burning: Residential Outdoor Burning is banned within the city limits and urban growth areas of Lacey, Olympia, and Tumwater. Planning Region: 2 Census Tract: 012410 Radio or Cell Tower: No http://geomapl.geodata.orglwebsitelcadastrallresultsparcel.asp?parcel=22719311100 2/23/2006 http://geomapl .geodata.org/website/cadastral/MapFrame.htm 2/23/2006 y Use these buttons to display different information for this property New Search Basic Info Values Structures Permits Sales Feedback * Mao Info OwnerfTaxpayer Information Role Pct Name Street City State Country Zip Owner 100% BURLINGTON NORTHERN INC PO BOX 961089 FORT WORTH TX 76161-0089 Taxpayer 100% BNSF RAILWAY COMPANY PO BOX 961089 FORT WORTH TX 76161-0089 Parcel Information Legal Description: 19-17-2E PTN NW SW PTN OF RAILROAD R/W USED FOR LOADING Sect/Town/Range: 19 17.2E Size: 0.21 Acres Use Code: 41 Trans - Railroad TCA Number: 170 Neighborhood: 2552 Property Type: TRANSPORTATION Taxable: NO School District: YELM S.D. #2 Office of the Assessor Patricia Costello, Assessor 2000 Lakeridge Drive SW - Olympia, WA 98502 Customer Service (360)786-5410 -- Fax (360)754-2958 -- TDD (360)754-2933 Basi Propert https://fortress.wa.gov/thurstonco/propinfo1propsgVbasic.asp?fe=PS&pn=22719311100 2/23/2006 eturn Address ity of Yelm belly Badger 0 Box 479 elm, WA 98597 Document title(s) (or transactions. contained therein): 1. Quitclaim Deed Reference Number(s) of Documents assigned or released: (on page of documents(s)) Grantor(s) (Last name, first name, middle initial) 1. Burlington Northern and Santa Fe Railway Company 2. Grantee(s) (Last name, first name, middle initial) 1. City of Yelm ; Legal -Description. ( abbreviated:. i.e. lot, block, plat or section, township, range) All that portion of The Burlington Northern and Santa Fe Railway Company's 100.0 foot wide Roy to Yelm, Washington Branch Line right of way, now discontinued, over and across the SW 1/a of Section 19, Township 17N, Range 2 E of the WM, Thurston County, Washington Assessor's Property Tax Parcel/Account Number: N/A QUITCLAIM DEED THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY, a Delaware corporation, Grantor, of 2500 Lou Menk Drive, Fort Worth, Texas 76131-2830, hereinafter called "Grantor", for and in consideration of Ten and No/100 Dollars ($10.00) and other good and valuable consideration, in hand paid, conveys and quitclaims, without any covenants of warranty whatsoever and without recourse to the Grantor, its successors and assigns, to CITY OF YELM, a municipality in the State of Washington, hereinafter called "Grantee",all of its right, title and interest, if any, in real estate, subject however to all existing interests, including but not limited to all reservations, rights-of-way and easements, of record or otherwise, situated in Thurston County, State of Washington, hereinafter called "Property", together with all after acquired title of Grantor therein, described as follows: All that portion of The Burlington Northern and Santa Fe Railway Company's (formerly Northern Pacific Railway Company) 100.0 foot wide Roy to Yelm, Washington Branch Line right of way, now discontinued, being 50.0 feet wide on each side of said Railway Company's Main Track centerline, as originally located and constructed upon, over and across the SW 1/4 of Section 19, Township 17 North, Range 2 East of the Willamette Meridian, Thurston County, Washington, bounded on the Northeast by the North line of said SW 1/4, and bounded on the Southwest by the Southwesterly boundary of the platted portion of Yelm, Washington, said Southwesterly boundary also being the Northeasterly boundary of that portion of said Railway Company's Yelm to Tenino, Washington branch line right of way conveyed to Thurston County, Washington by quitclaim deed dated August 14, 1996, excepting therefrom, a 30.0 foot wide corridor, being 15.0 feet wide on each side of said Main Track centerline upon, over and across the SW 1/4 of said Section 19. SUBJECT, however, to all existing interests, including but not limited to all reservations, rights-of-way and easements of record or otherwise. GRANTEE has/have been allowed to make an inspection of the Property and has knowledge as to the past use of the Property. Based upon this inspection and knowledge, GRANTEE is/are aware of the condition of the Property and GRANTEE ACKNOWLEDGES THAT GRANTEE IS/ARE PURCHASING THE PROPERTY IN AN "AS -IS WITH ALL FAULTS" BASIS WITH ANY AND ALL PATENT AND LATENT DEFECTS AND THAT GRANTEE IS/ARE NOT RELYING ON ANY REPRESENTATION OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND WHATSOEVER FROM GRANTOR AS TO ANY MATTERS CONCERNING THE PROPERTY, including the physical condition of the Property and any defects thereof, the presence of any hazardous substances, wastes or contaminants in, on or under the Property, the condition or existence of any of the above ground or underground structures or improvements in, on or under the Property, the condition of title to the Property, and the leases, easements or other agreements affecting the Property. GRANTEE is/are aware of the risk that hazardous substances and contaminants may be present on the Property, and indemnifies, holds harmless and hereby waives, releases and discharges forever Grantor from any and all present or future claims or demands, and any and all damages, loss, injury, liability, claims or costs, including fines, penalties and judgments, and attorney's fees, arising from or in any way related to the condition of the Property or alleged presence, use, storage; generation, manufacture, transport, release, leak, spill, disposal or other handling of any hazardous substances or contaminants in, on or under the Property. Losses shall include without limitation (a) the cost of any investigation, removal, remedial or other response action that is required by any Environmental Law, that is required by -judicial order or by order of or agreement with any governmental authority, or that is necessary or otherwise is reasonable under the circumstances, (b) capital expenditures necessary to cause the Grantor's remaining Property or the operations or business of the Grantor on its remaining Property to be in compliance with the requirements of any Environmental Law, (c) Losses for injury or death of any. person, and (d) Losses arising under any Environmental Law enacted after transfer. The rights of Grantor under this . section shall be in addition to and not in lieu of any other rights or remedies to which it may be entitled under this document or otherwise. This indemnity specifically includes the obligation of GRANTEE to remove, close, remediate, reimburse or take other actions requested or required by any governmental agency concerning any hazardous substances or contaminants on the Property. The term "Environmental Law" means any federal, state or local statute, regulation, code, rule, ordinance, order, judgment, decree, injunction or common law pertaining in any way to the protection of human health or the environment, including without limitation, the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation and Liability Act, the Toxic Substances Control Act, and any similar or comparable state or local law. The term "Hazardous Substance" means any hazardous, toxic, radioactive or infectious substance, material or waste as defined, listed or regulated under any Environmental Law, and includes without limitation petroleum oil and any of its fractions. TO HAVE AND TO HOLD the Property unto the said Grantee, its successors and assigns, forever. 2 IN WITNESS WHEREOF, the said Grantor caused this instrument to be signed by its authorized representative, attested by its Assistant Secretary, and its corporate seal to be affixed hereto on the 14th day of November, 2000. MD S .SEAQ, ����d' '��FLAWAR�.• •'off STATE OF TEXAS ss. COUNTY OF TARRANT THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY By: . P. Schneider Director Real Estate ATTEST: By: Patricia Zbichorslff Assistant Secretary On this Z f M day of la'd , 2000 before me, the undersigned, a Notary Public in and for the State of Texas, duly commissioned and sworn, personally appeared D. P. Schneider and Margaret R. Aclin, to me known to be the General Director Real Estate and Assistant Secretary, respectively, of The Burlington Northern and Santa Fe Railway Company, the corporation that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that they are authorized to execute the said instrument and that the seal affixed is the corporate seal of said corporation. Witness my hand and official seal hereto affixed the day and year first above written. ------------------ NADINE M GRANDI Notary Ptblk ` STATE OF TEXAS OF Mjr Comm, Exp. 06/105/2004 Notary Public in and for the State of Texas Residing at: Fort Worth, Texas My appointment expires: 0 �/oS/ aoo v EXHIBIT "A" THAT PORTION OF THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY'S (FORMERLY NORTHERN PACIFIC RAILWAY COMPANY) 100.0 FOOT WIDE ROY TO YELM, WASHINGTON BRANCH LINE RIGHT OF WAY, NOW DISCONTINUED, BEING 50.0 FEET WIDE ON EACH SIDE OF SAID RAILWAY COMPANY'S MAIN TRACK CENTERLINE, AS ORIGINALLY LOCATED AND CONSTRUCTED UPON, OVER AND ACROSS THE SWI/4 OF SECTION 19, TOWNSHIP 17 NORTH, RANGE 2 EAST OF THE WILLAMETTE MERIDIAN, THURSTON COUNTY, WASHINGTON, BOUNDED ON THE NORTHEAST BY THE 'NORTH LINE OF SAID SWI/a, AND BOUNDED ON THE SOUTHWEST BY THE SOUTHWESTERLY BOUNDARY OF THE PLATTED PORTION OF YELM, WASHINGTON, SAID SOUTHWESTERLY BOUNDARY ALSO BEING THE NORTHEASTERLY BOUNDARY OF THAT PORTION OF SAID RAILWA-Y- C-113mp" S- Y' Ei�b�TO- i�i3N0; WAST GTOitT BR iCi3- L --- -- - __ RIGHT OF WAY CONVEYED TO THURSTON COUNTY, WASHINGTON. BY QUITCLAIM DEED DATED AUGUST 14, 1996, EXCEPTING THEREFROM, A 30.0 FOOT WIDE CORRIDOR, BEING 15.0 FEET WIDE ON EACH SIDE OF SAID MAIN TRACK CENTERLINE UPON, OVER AND ACROSS THE SWI/4 OF SAID SECTION 19. Exhibit "A" Legal Description: All that portion of the Burlington Northern and Sante Fe Railway Company's (formerly Northern Pacific Railway Company) 100.0 foot wide Roy to Yelm, Washington Branch Line right of way, now discontinued, being 50.0 feet wide on each side of said Railway Company's Main Track centerline, as originally located and constructed upon, over and across the SW 1/4 of Section 19, Township 17 North, Range 2 East of the W.M., Thurston County, Washington, bounded on the Northeast by the North line of said SWI/4, and bounded on the Southwest by the Southwesterly boundary of the platted portion of Yelm, Washington, said Southwesterly boundary also being the Northeasterly boundary of that portion of said Railway Company's Yelm to Tenino, Washington branch line right of way conveyed to Thurston County, Washington by quit claim deed dated August 14, 1996, excepting therefrom, a 30.0 foot wide corridor, being 15.0 feet wide on each side of said Main Track centerline upon, over and across the SW '/ of said Section 19. SUBJECT, however, to all existing interests, including but not limited to all reservations, rights-of-way and easements of record or otherwise. C:\4\BFD\Yebn\Exhibit A for BNSF eta 12162005.doc Return Address: City of Yelm Shelly Badger PO Box 479 Yelm WA 98597 2� Document title(s) (or transactions contained therein): 1. Quitclaim Deed Reference Number(s) of Documents assigned or released: (on page of document(s)) Grantor(s) (Last name, first name, middle initial) 1. Burlington Northern and Santa Fe Railway Company 2. Grantee(s) (Last name, first name, middle initial) 1. City of Yelm Legal Description (abbreviated: i.e. lot, block, plat or section, township, range) The real estate and improvements that constitutes that portion of that certain line of railroad designated in the records of the Burlington Northern an Santa Fe Railway company's (formerly Northern Pacific Railway Company) as the Lake View subdivision, connecting Roy to Yelm, Washington, over and across Sections 4, 9 and 16, all in Township 17 North, Range 2 E of the WM, Pierce County, Washington; and Sections 16, 17, 19 and 20, all in Township 17 North, Range 2 E, of the WM, Thurston County, Washington. Assesor's Property Tax Parcel/Account Number: N/A QUITCLAIM DEED THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY, a Delaware corporation, Grantor, hereby donates, conveys and quitclaims to Grantee, CITY OF YELM, a municipality in the State of Washington, without any covenants of warranty whatsoever and without recourse to Grantor, its successors or assignees, all of Grantor's rights, title and interest, if any, in real estate and improvements constituting Grantor's rail corridor between Milepost 20.99, in Roy, Washington, and the southwestern end of this rail line corridor at or near Milepost 25.26, in Yelm, Washington, which real estate and improvements are situated in Pierce and Thurston Counties, Washington, the boundaries of which are more particularly described in Attachment 1, attached hereto (hereinafter "Premises"). SUBJECT, however, to all existing interests in the Premises, including but not limited to all reservations, easements and other encumbrances, of record or otherwise. EXCEPTING AND RESERVING unto Grantor, its successors and assignees, a license for 99 years (or until any earlier date on which all rail service is abandoned on the rail line on the Premises), to operate over such portion of track on the Premises at or near Roy, Washington as is necessary or convenient to interchange rail traffic between Grantor and Grantee, or Grantee's successor or assignee. -1- THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY 4,� 44D Peter . Rickershauser Vice President- Network Development _. F'.•� FATTEST: By: %�2 F(AWN . Qom,,,. N;Uaw.mkg\dww\contracts\yelm.quitclaim deed —2— STATE OF TEXAS ) ss. COUNTY OF TARRANT ) On this [Qk day of November, 2000, before me, the undersigned, a Notary Public in and for the State of Texas, duly commissioned and sworn, personally appeared Peter I Rickershauser, Vice President, Network Development, and an Assistant Secretary, respectively, of The Burlington Northern and Santa Fe Railway Company, the corporation that executed the foregoing instrument, and acknowledged the execution thereof to be the free and voluntary act and deed of such officer and the voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that they are authorized to execute the foregoing instrument and that the seal affixed in the corporate seal of said corporation. Witness my hand and official seal affixed the day and year first above written. SHARON t= !'OSSIER- Notary Public * * STA' OF 1�1tA5 . 09/ 16/2MI My commission expires: 9& /0 -3- ATTACHEMENT 1 THE REAL ESTATE AND IMPROVEMENTS THAT CONSTITUTES THAT PORTION OF THAT CERTAIN LINE OF RAILROAD DESIGNATED IN THE RECORDS OF THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY'S (FORMERLY NORTHERN PACIFIC RAILWAY COMPANY) AS THE LAKE VIEW SUBDIVISION, CONNECTING ROY (NEAR MILE POST 20.99) TO YELM (NEAR MILE POST 25.56), WASHINGTON, THE REAL ESTATE VARYING IN WIDTH ON EACH SIDE OF SAID RAILWAY COMPANY'S MAIN TRACK CENTERLINE, AS ORIGINALLY LOCATED AND CONSTRUCTED UPON, OVER AND ACROSS SECTIONS 4,9 AND 16, ALL IN TOWNSHIP 17 NORTH, RANGE 2 EAST OF THE WILLAMETTE MERIDIAN, PIERCE COUNTY, WASHINGTON, AND SECTIONS 16, 17, 19 AND 20, ALL IN TOWNSHIP 17 NORTH, RANGE 2 EAST, W. M., THURSTON COUNTY, WASHINGTON, MORE PARTICULARLY DESCRIBED AS FOLLOWS ,- TO -WIT: PIERCE COUNTY ALL THAT PORTION OF SAID RAILWAY COMPANY'S 100.0 FOOT WIDE BRANCH LINE RIGHT OF WAY, BEING 50.0 FEET WIDE ON EACH SIDE OF SAID MAIN TRACK CENTERLINE UPON, OVER AND ACROSS THE SEI/4NEI/a AND THE SEI/a OF SAID SECTION 4, THE NEI/4NWI/4NEI/a OF SAID SECTION 9, AND THE WESTERLY THREE-FOURTHS OF THE ISAAC BASTIAN DONATION LAND CLAIM NO. 39, IN SAID SECTION 9, BOUNDED ON THE NORTH BY THE NORTH LINE OF SAID SEI/4NEI/a, AND BOUNDED ON THE SOUTH BY THE SOUTHWESTERLY BOUNDARY OF SAID ISAAC BASTIAN DONATION LAND CLAIM NO. 39; ALSO, AN ADDITIONAL STRIP 30 FEET IN WIDTH ON EACH SIDE OF, PARALLEL WITH AND ADJACENT TO THE SOUTHERLY 1400 FEET OF THE HEREINABOVE DESCRIBED 100.0 FOOT WIDE BRANCH LINE RIGHT OF WAY, BEING THE SAME PROPERTY DESCRIBED IN WARRANTY DEED FROM HENRY MURRAY, ET UX TO THE NORTHERN PACIFIC RAILWAY COMPANY FILED FOR RECORD SEPTEMBER 6, 1902 IN BOOK 186 OF DEEDS, PAGE 571 IN AND FOR SAID COUNTY; ALSO, ALL THAT PORTION OF SAID RAILWAY COMPANY'S 400.0 FOOT WIDE BRANCH LINE RIGHT OF WAY, BEING 200.0 FEET WIDE ON EACH SIDE OF SAID RAILWAY COMPANY'S MAIN TRACK CENTERLINE, AS ORIGINALLY LOCATED AND CONSTRUCTED UPON, OVER AND ACROSS GOVERNMENT LOTS 1 AND 2 OF SAID SECTION 9, AND THE NY2 OF SAID SECTION 16, BOUNDED ON THE NORTHEAST BY THE SOUTHWESTERLY BOUNDARY OF SAID ISAAC BASTIAN DONATION LAND CLAIM NO. 39, IN SAID SECTION 9, AND BOUNDED ON THE SOUTHWEST BY THE CENTER OF NISQUALLY RIVER, ALSO BEING THE SOUTHERLY BOUNDARY OF PIERCE COUNTY. o- THURSTON COUNTY ALL THAT PORTION OF SAID RAILWAY COMPANY'S 400.0 FOOT WIDE BRANCH LINE RIGHT OF WAY, BEING 200.0 FEET WIDE ON EACH SIDE OF SAID RAILWAY COMPANY'S MAIN TRACK CENTERLINE, AS ORIGINALLY LOCATED AND CONSTRUCTED UPON, OVER AND ACROSS GOVERNMENT LOT 1 OF SAID SECTION 16, BOUNDED ON THE NORTHEAST BY THE CENTER OF. NISQUALLY RIVER, ALSO BEING THE NORTHERLY BOUNDARY OF THURSTON COUNTY, AND BOUNDED ON THE SOUTHWEST BY THE WEST LINE OF SAID SECTION 16; ALSO, ALL THAT PORTION OF SAID RAILWAY COMPANY'S 200.0 FOOT WIDE BRANCH LINE RIGHT OF WAY, BEING 100.0 FEET WIDE ON EACH SIDE OF SAID RAILWAY COMPANY'S MAIN TRACK CENTERLINE, AS ORIGINALLY -_LOCAT-ED—AND-CONSTR-UC-T-ED-UP-0N�--OVER-AND--ACR-OSS--GOVERNMENT_..,----_ LOTS 4 AND 9 AND THE SWI/4NEI/a OF SAID SECTION 17, BOUNDED ON THE NORTHEAST BY THE EAST LINE OF SAID SECTION 17, AND BOUNDED ON THE SOUTHWEST BY THE SOUTH LINE OF SAID SWI/4NE1/a; ALSO, ALL THAT PORTION OF SAID RAILWAY COMPANY'S 100.0 FOOT WIDE BRANCH LINE RIGHT OF WAY, BEING 50.0 FEET WIDE ON EACH SIDE OF SAID MAIN TRACK CENTERLINE UPON, OVER AND ACROSS THE NWIASE1/a AND THE SWI/a OF SAID SECTION 17, THE NWI/4NW1/a OF SAID SECTION 20, AND THE NE'A AND THE SEI/4SE1/4NW1/a OF SAID SECTION 19, BOUNDED ON THE NORTHEAST BY THE NORTH LINE OF SAID NWI/4SE1/a OF SECTION 17, AND BOUNDED ON THE SOUTHWEST BY THE SOUTH -LINE OF SAID SEI/4SE1/4NW1/a OF SAID SECTION 19; ALSO, A 30.0 FOOT WIDE CORRIDOR, BEING 15.0 FEET WIDE ON EACH SIDE OF SAID MAIN TRACK CENTERLINE UPON, OVER AND ACROSS THE SWI/4 OF SAID SECTION 19, BOUNDED ON THE NORTHEAST BY THE NORTH LINE OF SAID SWI/a, AND BOUNDED ON THE SOUTHWEST BY THE SOUTHWESTERLY BOUNDARY OF THE PLATTED PORTION OF YELM, WASHINGTON, SAID SOUTHWESTERLY BOUNDARY ALSO BEING THE NORTHEASTERLY BOUNDARY OF THAT PORTION OF SAID RAILWAY COMPANY'S YELM TO TENINO, WASHINGTON BRANCH LINE RIGHT OF WAY CONVEYED TO THURSTON COUNTY, WASHINGTON BY QUITCLAIM DEED DATED AUGUST 14, 1996. EXHIBIT B BILL OF SALE THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY ("BNSF") hereby donates and conveys to CITY OF YELM all of BNSF's rights, title and interest to the following unaffixed personal property located on BNSF's rail corridor between Milepost 20.99 in Roy, Washington and the end of this rail line at or near Milepost 25.26, in Yelm, Washington. BNSF HEREBY DISCLAIMS ANY REPRESENTATION OR WARRANTY} EXPRESS OF IMPLIED, AS TO THE DESIGN OR CONDITION OF ANY SUCH PERSONAL PROPERTY HEREBY CONVEYED, ITS MERCHANTABILITY, OR ITS FITNESS FOR ANY PARTICULAR PURPOSE. BNSF SHALL NOT BE LIABLE TO CITY OF YELM FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES WITH RESPECT TO THE DESIGN, CONDITION, QUALITY, .MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY OF THE PERSONAL PROPERTY CONVEYED HEREBY. IN WITNESS WHEREOF, BNSF has caused this Bill of Sale to be executed by its duly authorized representative this 16 l'kday of November, 2000. THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY By: )4,. lg'D Peter J. 'ckershauser Vice President- Network Development NAlaw.mkg\dww\contracts\yelm bill of sale ATTACHEMENT 1 THE REAL ESTATE AND IMPROVEMENTS THAT CONSTITUTES THAT PORTION OF THAT CERTAIN LINE OF RAILROAD DESIGNATED IN THE RECORDS OF THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY'S (FORMERLY NORTHERN PACIFIC RAILWAY COMPANY) AS THE LAKE VIEW SUBDIVISION, CONNECTING ROY (NEAR MILE POST 20.99) TO YELM (NEAR MILE POST 25.56), WASHINGTON, THE REAL ESTATE VARYING IN WIDTH ON EACH SIDE OF SAID RAILWAY COMPANY'S MAIN TRACK CENTERLINE, AS ORIGINALLY LOCATED AND CONSTRUCTED UPON, OVER AND ACROSS SECTIONS 4,9 AND 16, ALL IN TOWNSHIP 17 NORTH, RANGE 2 EAST OF THE WILLAMETTE MERIDIAN, PIERCE COUNTY, WASHINGTON, AND SECTIONS 16, 17, 19 AND 20, ALL IN TOWNSHIP 17 NORTH, RANGE 2 EAST, W. M., THURSTON COUNTY, WASHINGTON, MORE PARTICULARLY DESCRIBED AS FOLLOWS _TO -WIT; PIERCE COUNTY ALL THAT PORTION OF SAID RAILWAY COMPANY'S 100.0 FOOT WIDE BRANCH LINE RIGHT OF WAY, BEING 50.0 FEET WIDE ON EACH SIDE OF SAID MAIN TRACK CENTERLINE UPON, OVER AND ACROSS THE SEI/4NEI/a AND THE SEI/a OF SAID SECTION 4, THE NEI/4NWI/4NEI/a OF SAID SECTION 9, AND THE WESTERLY THREE-FOURTHS OF THE ISAAC BASTIAN DONATION LAND CLAIM NO. 39, IN SAID SECTION 9, BOUNDED .ON THE NORTH BY THE NORTH LINE OF SAID SE'ANEI/a, AND BOUNDED ON THE SOUTH BY THE SOUTHWESTERLY BOUNDARY OF SAID ISAAC BASTIAN DONATION LAND CLAIM NO. 39; ALSO, AN ADDITIONAL STRIP 30 FEET IN WIDTH ON EACH SIDE OF, PARALLEL WITH AND ADJACENT TO THE SOUTHERLY 1400 FEET OF THE HEREINABOVE DESCRIBED 100.0 FOOT WIDE BRANCH LINE RIGHT OF WAY, BEING THE SAME PROPERTY DESCRIBED - IN WARRANTY DEED FROM HENRY MURRAY, ET UX TO THE NORTHERN PACIFIC RAILWAY COMPANY FILED FOR RECORD SEPTEMBER 6, 1902 IN BOOK 186 OF DEEDS, PAGE 571 IN AND FOR SAID COUNTY; ALSO, ALL THAT PORTION OF SAID RAILWAY COMPANY'S. 400.0 FOOT WIDE BRANCH LINE RIGHT OF WAY, BEING 200.0 FEET WIDE ON EACH SIDE OF SAID RAILWAY COMPANY'S MAIN TRACK CENTERLINE, AS ORIGINALLY LOCATED AND CONSTRUCTED UPON, OVER AND ACROSS GOVERNMENT LOTS 1 AND 2 OF SAID SECTION 9, AND THE NIh OF SAID SECTION 16, BOUNDED ON THE NORTHEAST BY THE SOUTHWESTERLY BOUNDARY OF SAID ISAAC BASTIAN DONATION LAND CLAIM NO. 39, IN SAID SECTION 9, AND BOUNDED ON THE SOUTHWEST BY THE CENTER OF NISQUALLY RIVER, ALSO BEING THE SOUTHERLY BOUNDARY OF PIERCE COUNTY. THURSTON COUNTY ALL THAT PORTION OF SAID RAILWAY COMPANY'S 400.0_ FOOT WIDE BRANCH LINE RIGHT OF WAY, BEING 200.0 FEET WIDE ON EACH SIDE OF SAID RAILWAY COMPANY'S MAIN TRACK CENTERLINE, AS ORIGINALLY LOCATED AND CONSTRUCTED UPON, OVER AND ACROSS GOVERNMENT LOT 1 OF SAID SECTION 16, BOUNDED ON THE NORTHEAST BY THE CENTER OF NISQUALLY RIVER, ALSO BEING THE NORTHERLY BOUNDARY OF THURSTON COUNTY, AND BOUNDED ON THE SOUTHWEST BY THE WEST LINE OF SAID SECTION 16; ALSO, ALL THAT PORTION OF SAID RAILWAY COMPANY'S 200.0 FOOT WIDE BRANCH LINE RIGHT OF WAY, BEING 100.0 FEET WIDE ON EACH SIDE OF SAID RAILWAY COMPANY'S MAIN TRACK CENTERLINE, AS ORIGINALLY LOCATED—AND --CONS--T-RUC-TE-D-BJP-ONS--OV-ER -AND--ACR-OSS--GOV-ERNME-N-T _ LOTS 4 AND 9 AND THE SWI/4NE'/a OF SAID SECTION 17, BOUNDED ON THE NORTHEAST BY THE EAST LINE OF SAID SECTION 17, AND BOUNDED ON THE SOUTHWEST BY THE SOUTH LINE OF SAID SWI/4NE'/a; ALSO, ALL THAT PORTION OF SAID RAILWAY COMPANY'S 100.0 FOOT WIDE BRANCH LINE RIGHT OF WAY, BEING 50.0 FEET WIDE ON EACH SIDE OF SAID MAIN TRACK CENTERLINE UPON, OVER AND ACROSS THE NWI/aSEI/a AND THE SWI/a OF SAID SECTION 17, THE NW'/4NWI/a OF SAID SECTION 20, AND THE NEI/a AND THE SE'/aSEI/4NW'/a OF SAID SECTION 19, BOUNDED ON THE NORTHEAST BY THE NORTH LINE OF SAID NW'/aSE'/a OF SECTION 17, AND BOUNDED ON THE SOUTHWEST BY THE SOUTH -LINE OF SAID SE'/aSE'/4NW'/a OF SAID SECTION 19; ALSO, A 30.0 FOOT WIDE CORRIDOR, BEING 15.0 FEET WIDE ON EACH SIDE OF SAID MAIN TRACK CENTERLINE UPON, OVER AND ACROSS THE SWI/a OF SAID SECTION 19, BOUNDED ON THE NORTHEAST BY THE NORTH LINE OF SAID SWI/a, AND BOUNDED ON THE SOUTHWEST BY THE SOUTHWESTERLY BOUNDARY OF THE PLATTED PORTION OF YELM, WASHINGTON, SAID SOUTHWESTERLY BOUNDARY ALSO BEING THE NORTHEASTERLY BOUNDARY OF THAT PORTION OF SAID RAILWAY COMPANY'S YELM TO TENINO, WASHINGTON BRANCH LINE RIGHT OF WAY CONVEYED TO THURSTON COUNTY, WASHINGTON BY QUITCLAIM DEED DATED AUGUST 14, 1996. EXHIBIT C Agreements Assigned to City of Yelm In Whole or In Part Page 1 EXHIBIT C Agreements Assigned in Full or in Part To the City of Yelm, Washington Contract Contract No. Contractor(s) / Description Date BF 00010856.00 PUGET SOUND ENERGY, INC. 06/15/1999 06/16/1972 06/11/1973 12/30/1976 03/20/1985 06/16/1986 12/03/1993 Cancellation Date Location WA, YELM WA, YELM WA, YELM WA, YELM WA, ROY WA, YELM WA, ROY Date: 11/01/2000 Contract Type Code PR-PW/BNSF GV-XS/BNRR ID-IT/BNRR ID-IT/BNRR PR-PC/BNRR PR-PC/BNRR PR-PC/BNRR 06/01/1973 ELECTRIC WIRE LINE, LS. 52, MP. 23 PR-PW/BNRR -CAT-NO.: 501101 BN 00002044.00 WASHINGTON, STATE OF 06/16/1976 IMPROVE CROSSING SIGNALS, MP. 25+2973 BN 00003302.00 MCLINS, INC. WA, YELM CMO&O INDUSTRIAL TRACK & CROSSING, MP. 25+723 BN 00007218.00 HARSCO CORP. GV-GN/BNRR M&O INDUSTRIAL SPUR TRACK, MP. 24+4010 CX 85016001.00 SILVASEED CO. PRIVATE ROAD CROSSING, MP. 21+150 CX 86016044.00 PAISLEY, PATRICIA ANN & MARKUS, LEWIS H. M&O ROAD CROSSING UNDER RR. BRIDGE NO. 22.1 CX 90016022.00 DROBOT, STEVE & DOROTHY M. AND REEDER, RICHARD & LINDA L. PRIVATE ROAD CROSSING; LS. 400, MP. 21.03 LC 00210734.00 YELM TELEPHONE CO. OHD TELEPHONE WIRE CROSSING, MP. 25+854 LC 00216559.00 STRINGHAM, H. R. PRIVATE CROSSING, MP. 21+150 LC 00221899.00 YELM, CITY OF WATER PIPELINE CROSSING, MP. 25+917 . LC 00238157.00 CABLE TV PUDGET SOUND, INC. ASSIGNED TO VIACOM CABLEVISION, INC. OHD TV CABLE CROSSING, MP. 25+3002 NP 00007349.00 CENTRALIA, CITY OF PERMANENT SIPHON UNDERCROSSING, MP. 24+716 -LAW-NO.: 15024 06/16/1972 06/11/1973 12/30/1976 03/20/1985 06/16/1986 12/03/1993 Cancellation Date Location WA, YELM WA, YELM WA, YELM WA, YELM WA, ROY WA, YELM WA, ROY Date: 11/01/2000 Contract Type Code PR-PW/BNSF GV-XS/BNRR ID-IT/BNRR ID-IT/BNRR PR-PC/BNRR PR-PC/BNRR PR-PC/BNRR 06/01/1973 WA, YELM PR-PW/BNRR 12/16/1974 WA, ROY PR-PC/BNRR 06/16/1976 WA, YELM PR-PUBNRR 07/01/1981 WA, YELM PR-PW/BNRR 06/23/1929 WA, YELM GV-GN/BNRR Page 2 - EXHIBIT C WA, YELM PR-PUBNRR Agreements Assigned in Full or in Part PR-PW/BNRR To the City of Yelm, Washington PR-PUBNRR WA, YELM Contract Cancellation Contract No. Contractor(s) / Description Date Date NP 00013981.00 MURRAY, NELSON 07/22/1904 3/4 INCH WATER PIPELINE NP 00019290.00 PACIFIC TELEPHONE & TELEGRAPH CO. 06/15/1914 ASSIGNED TO PACIFIC NORTHWEST BELL TELEPHONE CO. ASSIGNED TO US WEST COMMUNICATIONS, INC. MASTER GENERAL CROSSING AGMT., SUPPLEMENT NO. 660, OHD TELEPHONE WIRE LINE CROSSING, MP. 21+548 -LAW-NO.: 27737 NP 00038623.00 AVERY, G. A. 05/05/1922 ELECTRIC WIRE LINE CROSSING NP 00040855.00 THURSTON COUNTY UTILITIES CO. 12/20/1923 OHD ELECTRIC WIRE LINE CROSSING, MP. 25+900 NP 00066454.00 PUGET SOUND POWER & LIGHT CO. 11/15/1946 ELECTRIC WIRE LINE, MP. 25+1705 NP 00095881.00 OLYMPIC PIPELINE CO. 05/01/1965 PETROLEUM PIPELINE CROSSING, MP. 21+607 NP 00095882.00 OLYMPIC PIPELINE CO. 05/01/1965 LONGITUDINAL PETROLEUM PIPELINE NP 00096020.00 PUGET SOUND POWER & LIGHT CO. 07/01/1965 OHD ELECTRIC WIRE LINE CROSSING, MP. 21+548 NP•00097220.00 YELM, TOWN OF 06/01/1966 2 WATER PIPELINE CROSSINGS, MP. 25+917 & MP. 25+3965 NP 00097261.00 WASHINGTON NATURAL GAS CO. 07/01/1966 NATURAL GAS PIPELINE CROSSING, MP. 25+875 NP 00098040.00 PUGET SOUND POWER & LIGHT CO. 01/15/1967 OHD ELECTRIC WIRE LINE CROSSING, 25+178 Date: 11/01/2000 Contract Location Type Code WA, ROY PR-PUBNRR SYSTEM PR-PW/BNRR WA, ROY PR-PW/BNRR WA, YELM PR-PW/BNRR WA, YELM PR-PW/BNRR WA, ROY PR-PUBNRR WA, YELM PR-PUBNRR WA, ROY PR-PW/BNRR WA, YELM PR-PUBNRR WA, YELM PR-PUBNRR WA, YELM PR-PW/BNRR Page 3 EXHIBIT C Date Location Type Code Agreements Assigned in Full or in Part PR-PW/BNRR To the City of Yelm, Washington PR-PUBNRR WA, YELM Contract Contract No. Contractor(s) / Description Date PX 85016048.00 YELM TELEPHONE CO. 07/08/1985 UGD LONGITUDINAL TELEPHONE CABLE, MP. 24+4235 & MP. 25+743 PX 92016225.00 YELM, CITY OF 12/01/1992 PIPELINE CROSSING, LS. 400, MP. 24.14 PX 92016226.00 YELM, CITY OF 12/01/1992 SEWER PIPELINE CROSSING, LS. 400, MP. 25.16 PX 93016233.00 PUGET SOUND POWER & LIGHT 11/16/1993 OHD ELECTRIC WIRE LINE, LS. 400, MP. 24.97 PX 94020688.00 YELM TELEPHONE CO. 12/23/1994 UGD CABLE CROSSING, LS. 400, MP. 24.98 PX 95021190.00 VIACOM CABLE 11/08/1995 UGD WIRE LINE CROSSING, LS. 400, MP. 25.15 Date: 11101/2000 Cancellation Contract Date Location Type Code WA, YELM PR-PW/BNRR WA, YELM PR-PUBNRR WA, YELM PR-PUBNRR WA, YELM PR-PW/BNRR WA, YELM PR-PW/BNRR WA, YELM PR-PW/BNRR l QUITCLAIM DEED THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY, a Delaware corporation, Grantor, hereby donates, conveys and quitclaims to Grantee, CITY OF YELM, a municipality in the State of Washington, without any covenants of warranty whatsoever and without recourse to Grantor, its successors or assignees, all of Grantor's rights, title and interest, if any, in real estate and improvements constituting Grantor's rail corridor between Milepost 20.99, in Roy, Washington, and the southwestern end of this rail line corridor at or near Milepost 25.26, in Yelm, Washington, which real estate and improvements are situated in Pierce and Thurston Counties, Washington, the boundaries of which are more particularly described in Attachment 1, attached hereto (hereinafter "Premises"). SUBJECT, however, to all existing interests in the Premises, including but not limited to all reservations, easements and other encumbrances, of record or otherwise. EXCEPTING AND RESERVING unto Grantor, its successors and assignees, a license for 99 years (or until any earlier date on which all rail service is abandoned on the rail line on the Premises), to operate over such portion of track on the Premises at or near Roy, Washington as is necessary or convenient to interchange rail traffic between Grantor and Grantee, or Grantee's successor or assignee. -1- N:11aw.mkgldwwlcontractslyelm.quitclaim deed . THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY LIM /�4, WWD Peter4e Rickershauser Vice President- Network Development ``ttuuutrrry,, FATTEST: Assistant----- —2— STATE OF TEXAS ) ) ss. COUNTY OF TARRANT ) On this 14L day of November, 2000, before me, the undersigned, a Notary Public in and for the State of Texas, duly commissioned and sworn, personally appeared Peter I Rickershauser, Vice President, Network Development, and an Assistant Secretary, respectively, of The Burlington Northern and Santa Fe Railway Company, the corporation that executed the foregoing instrument, and acknowledged the execution thereof to be the free and voluntary act and deed of such officer and the voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that they are authorized to execute the foregoing instrument and that the seal affixed in the corporate seal of said corporation. Witness my hand and official seal affixed the day and year first above written. SHARON U' ,OSSIER -Notary Public * * SiA•rf OF TEXAS By Coven. oi My commission expires: /S D -3- S� { ATTACHEMENT 1 THE REAL ESTATE AND IMPROVEMENTS THAT CONSTITUTES THAT PORTION OF THAT CERTAIN LINE OF RAILROAD DESIGNATED IN THE RECORDS OF THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY'S (FORMERLY NORTHERN PACIFIC RAILWAY COMPANY) AS THE LAKE VIEW SUBDIVISION, CONNECTING ROY (NEAR MILE POST 20.99) TO YELM (NEAR MILE POST 25.56), WASHINGTON, THE REAL ESTATE VARYING IN WIDTH ON EACH SIDE OF SAID RAILWAY COMPANY'S MAIN TRACK CENTERLINE, AS ORIGINALLY LOCATED AND CONSTRUCTED UPON, OVER AND ACROSS SECTIONS 4,9 AND 16, ALL IN TOWNSHIP 17 NORTH, RANGE 2 EAST OF THE WILLAMETTE MERIDIAN, PIERCE COUNTY, WASHINGTON, AND SECTIONS 16, 17, 19 AND 20, ALL IN TOWNSHIP 17 NORTH, RANGE 2 EAST, W. M., THURSTON COUNTY, WASHINGTON, MORE PARTICULARLY DESCRIBED AS FOLLOWS PIERCE COUNTY ALL THAT PORTION OF SAID RAILWAY COMPANY'S 100.0 FOOT WIDE BRANCH LINE RIGHT OF WAY, BEING 50.0 FEET WIDE ON EACH SIDE OF SAID MAIN TRACK CENTERLINE UPON, OVER AND ACROSS THE SEI/4NEI/a AND THE SEI/a OF SAID SECTION 4, THE NEI/4NWI/4NEI/a OF SAID SECTION 9, AND THE WESTERLY THREE-FOURTHS OF THE ISAAC BASTIAN DONATION LAND CLAIM NO. 39, IN SAID SECTION 9, BOUNDED ON THE NORTH BY THE NORTH LINE OF SAID SEI/4NEI/a, AND BOUNDED ON THE SOUTH BY THE SOUTHWESTERLY BOUNDARY OF SAID ISAAC BASTIAN DONATION LAND CLAIM NO. 39; ALSO, AN ADDITIONAL STRIP 30 FEET IN WIDTH ON EACH SIDE OF, PARALLEL WITH AND ADJACENT TO THE SOUTHERLY 1400 FEET OF THE HEREINABOVE DESCRIBED 100.0 FOOT WIDE BRANCH LINE RIGHT OF WAY, BEING THE SAME PROPERTY DESCRIBED IN WARRANTY DEED FROM HENRY MURRAY, ET UX TO THE NORTHERN PACIFIC RAILWAY COMPANY FILED FOR RECORD SEPTEMBER 6, 1902 IN BOOK 186 OF .DEEDS, PAGE 571 IN AND FOR SAID COUNTY; ALSO, ALL THAT PORTION OF SAID RAILWAY COMPANY'S 400.0 FOOT WIDE BRANCH LINE RIGHT OF WAY, BEING 200.0 FEET WIDE ON EACH SIDE OF SAID RAILWAY COMPANY'S MAIN TRACK CENTERLINE, AS ORIGINALLY LOCATED AND CONSTRUCTED UPON, OVER AND ACROSS GOVERNMENT LOTS" 1 AND 2 OF SAID SECTION 9, AND THE NI/i OF SAID SECTION 16, BOUNDED ON THE NORTHEAST BY THE SOUTHWESTERLY BOUNDARY OF SAID ISAAC BASTIAN DONATION LAND CLAIM NO. 39, IN SAID SECTION 9, AND BOUNDED ON THE SOUTHWEST BY THE CENTER OF NISQUALLY RIVER, ALSO BEING THE SOUTHERLY BOUNDARY OF PIERCE COUNTY. THURSTON COUNTY ALL THAT PORTION OF SAID RAILWAY COMPANY'S 400.0 FOOT WIDE BRANCH LINE RIGHT OF WAY, BEING 200.0 FEET WIDE ON EACH SIDE OF SAID RAILWAY COMPANY'S MAIN TRACK CENTERLINE, AS ORIGINALLY LOCATED AND CONSTRUCTED UPON, OVER AND ACROSS GOVERNMENT LOT 1 OF SAID SECTION 16, BOUNDED ON THE NORTHEAST BY THE CENTER OF . NISQUALLY RIVER, ALSO BEING THE NORTHERLY BOUNDARY OF THURSTON COUNTY, AND BOUNDED ON THE SOUTHWEST BY THE WEST LINE OF SAID SECTION 16; ALSO, ALL THAT PORTION OF SAID RAILWAY COMPANY'S 200.0 FOOT WIDE BRANCH LINE RIGHT OF WAY, BEING 100.0 FEET WIDE ON EACH SIDE OF SAID RAILWAY COMPANY'S MAIN TRACK CENTERLINE, AS ORIGINALLY __.. .. _LOCATED —AND--CONS-T-RUCTED_ -UFON;--OVER-AND-AC-ROSS—GOVER-NMEN-T--._--_ LOTS 4 AND 9 AND THE SWI/4NEI/a OF SAID SECTION 17, BOUNDED ON THE NORTHEAST BY THE EAST LINE OF SAID SECTION 17, AND BOUNDED ON THE SOUTHWEST BY THE SOUTH LINE OF SAID SWIANE1/a; ALSO, ALL THAT PORTION OF SAID RAILWAY COMPANY'S 100.0 FOOT WIDE BRANCH LINE RIGHT OF WAY, BEING 50.0 FEET WIDE ON EACH SIDE OF SAID MAIN TRACK CENTERLINE UPON, OVER AND ACROSS THE NWI/4SE1/a AND THE SWI/a OF SAID SECTION 17, THE NWIANWIA OF SAID SECTION 20, AND THE NEA AND THE SEI/4SE1/4NW1/a OF SAID SECTION 19, BOUNDED ON THE NORTHEAST BY THE NORTH LINE OF SAID NWI/4SE1/a OF SECTION 17, AND BOUNDED ON THE SOUTHWEST BY THE SOUTH -LINE OF SAID SEl/4SE%NW% OF SAID SECTION 19; ALSO, A 30.0 FOOT WIDE CORRIDOR, BEING 15.0 FEET WIDE ON EACH SIDE OF SAID MAIN TRACK CENTERLINE UPON, OVER AND ACROSS THE SWI/a OF SAID SECTION 19, BOUNDED ON THE NORTHEAST BY THE NORTH LINE OF SAID SWI/a, AND BOUNDED ON THE SOUTHWEST BY THE SOUTHWESTERLY BOUNDARY OF THE PLATTED PORTION OF YELM, WASHINGTON, SAID SOUTHWESTERLY BOUNDARY ALSO BEING THE NORTHEASTERLY BOUNDARY OF THAT PORTION OF SAID RAILWAY COMPANY'S YELM TO TENINO, WASHINGTON BRANCH LINE RIGHT OF WAY CONVEYED TO THURSTON COUNTY, WASHINGTON BY QUITCLAIM DEED DATED AUGUST 14, 1996. EXHIBIT B BILL OF SALE THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY (`BNSF") hereby donates and conveys to CITY OF YELM all of BNSF's rights, title and interest to the following unaffixed personal properly located on BNSF's rail corridor between Milepost 20.99 in Roy, Washington and the end of this rail line at or near Milepost 25.26, in Yelm, Washington. BNSF HEREBY DISCLAIMS ANY REPRESENTATION OR WARRANTY�WHETHER____ ________. EXPRESS OF IMPLIED, AS TO THE DESIGN OR CONDITION OF ANY SUCH PERSONAL PROPERTY HEREBY CONVEYED, ITS MERCHANTABILITY, OR ITS FITNESS FOR ANY PARTICULAR PURPOSE. BNSF SHALL NOT BE LIABLE TO CITY OF YELM FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES WITH RESPECT TO THE DESIGN, CONDITION, QUALITY, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY OF THE PERSONAL PROPERTY CONVEYED HEREBY. IN WITNESS WHEREOF, BNSF has caused this Bill of Sale to be executed by its duly authorized representative this 16 qday of November, 2000. THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY By: )4, - A -.D Peter J.Atckershauser Vice President- Network Development NAlaw.mkg\dww\contracts\yelm bill of sale ff ATTACHEMENT 1 THE REAL ESTATE AND IMPROVEMENTS THAT CONSTITUTES THAT PORTION OF THAT CERTAIN LINE OF RAILROAD DESIGNATED IN THE RECORDS OF THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY'S (FORMERLY NORTHERN PACIFIC RAILWAY COMPANY) AS THE LAKE VIEW SUBDIVISION, CONNECTING ROY (NEAR MILE POST 20.99) TO YELM (NEAR MILE POST 25.56), WASHINGTON, THE REAL ESTATE VARYING IN WIDTH ON EACH SIDE OF SAID RAILWAY COMPANY'S ' MAIN TRACK CENTERLINE, AS ORIGINALLY LOCATED AND CONSTRUCTED UPON, OVER AND ACROSS SECTIONS 4,9 AND 16, ALL IN TOWNSHIP 17 NORTH, RANGE 2 EAST OF THE WILLAMETTE MERIDIAN, PIERCE COUNTY, WASHINGTON, AND SECTIONS 16, 17, 19 AND 20, ALL IN TOWNSHIP 17 NORTH, RANGE 2 EAST, W. M., THURSTON COUNTY, WASHINGTON, MORE PARTICULARLY DESCRIBED AS FOLLOWS, TO -WIT: PIERCE COUNTY ALL THAT PORTION OF SAID RAILWAY COMPANY'S 100.0 FOOT WIDE BRANCH LINE RIGHT OF WAY, BEING 50.0 FEET WIDE ON EACH SIDE OF SAID MAIN TRACK CENTERLINE UPON, OVER AND ACROSS THE SEI/4NEI/a AND THE SEI/4 OF SAID SECTION 4, THE NEI/4NWI/4NEI/a OF SAID SECTION 9, AND THE WESTERLY THREE-FOURTHS OF THE ISAAC BASTIAN DONATION LAND CLAIM NO. 39, IN SAID SECTION 9, BOUNDED ON THE NORTH BY THE NORTH LINE OF SAID SEI/4NEI/a, AND BOUNDED ON THE SOUTH BY THE SOUTHWESTERLY BOUNDARY OF SAID ISAAC BASTIAN DONATION LAND CLAIM NO. 39; ALSO, AN ADDITIONAL STRIP 30 FEET IN WIDTH ON EACH SIDE OF, PARALLEL WITH AND ADJACENT TO THE SOUTHERLY 1400 FEET OF THE HEREINABOVE DESCRIBED 100.0 FOOT WIDE BRANCH LINE RIGHT OF WAY, BEING THE SAME PROPERTY DESCRIBED - IN WARRANTY DEED FROM HENRY MURRAY, ET UX TO THE NORTHERN PACIFIC RAILWAY COMPANY FILED FOR RECORD SEPTEMBER 6, 1902 IN BOOK 186 OF .DEEDS, PAGE 571 IN AND FOR SAID COUNTY; ALSO, ALL THAT PORTION OF SAID RAILWAY COMPANY'S 400.0 FOOT WIDE BRANCH LINE RIGHT OF WAY, BEING 200.0 FEET WIDE ON EACH SIDE OF SAID RAILWAY COMPANY'S MAIN TRACK CENTERLINE, AS ORIGINALLY LOCATED AND. CONSTRUCTED UPON, OVER AND ACROSS GOVERNMENT LOTS 1 AND 2 OF SAID SECTION 9, AND THE NIh OF SAID SECTION 16, BOUNDED ON THE NORTHEAST BY THE SOUTHWESTERLY BOUNDARY OF SAID ISAAC BASTIAN DONATION LAND CLAIM NO. 39, IN SAID SECTION 9, AND BOUNDED ON THE SOUTHWEST BY THE CENTER OF NISQUALLY RIVER, ALSO BEING THE SOUTHERLY BOUNDARY OF PIERCE COUNTY. THURSTON COUNTY ALL THAT PORTION OF SAID RAILWAY COMPANY'S 400.0 FOOT WIDE BRANCH LINE RIGHT OF WAY, BEING 200.0 FEET WIDE ON EACH SIDE OF SAID RAILWAY COMPANY'S MAIN TRACK CENTERLINE, AS ORIGINALLY LOCATED AND CONSTRUCTED UPON, OVER AND ACROSS GOVERNMENT LOT 1 OF SAID SECTION 16, BOUNDED ON THE NORTHEAST BY THE CENTER OF NISQUALLY RIVER, ALSO BEING THE NORTHERLY BOUNDARY OF THURSTON COUNTY, AND BOUNDED ON THE SOUTHWEST BY THE WEST LINE OF SAID SECTION 16; ALSO, ALL THAT PORTION OF SAID RAILWAY COMPANY'S 200.0 FOOT WIDE BRANCH LINE RIGHT OF WAY, BEING 100.0 FEET WIDE ON EACH SIDE OF SAID RAILWAY COMPANY'S MAIN TRACK CENTERLINE, AS ORIGINALLY – ..--LOCATEID—AND--CONST-RUCTE-D--UPON,-.OVER_.AND- ACR-OSS--GOV-ER-NMENT.-_-.----._ . -- ..._..... LOTS 4 AND 9 AND THE SWl/4NEI/4 OF SAID SECTION 17, .BOUNDED ON THE NORTHEAST BY THE EAST LINE OF SAID SECTION 17, AND BOUNDED ON THE SOUTHWEST BY THE SOUTH LINE OF SAID SWI/4NEI/a; ALSO, ALL THAT PORTION OF SAID RAILWAY COMPANY'S 100.0 FOOT WIDE BRANCH LINE RIGHT OF WAY, BEING 50.0 FEET WIDE ON EACH SIDE OF SAID MAIN TRACK CENTERLINE UPON, OVER AND ACROSS THE NWI/aSEI/4 AND THE SWI/40F SAID SECTION 17, THE NWI/4NWI/4 OF SAID SECTION 20, AND THE NEI/4 AND THE SEI/aSEI/4NWI/4 OF SAID SECTION 19, BOUNDED ON THE NORTHEAST BY THE NORTH LINE OF SAID NWI/aSEI/4 OF SECTION 17, AND BOUNDED ON THE SOUTHWEST BY THE SOUTH -LINE OF SAID SEI/aSEI/4NWI/4 OF SAID SECTION 19; ALSO, A 30.0 FOOT WIDE CORRIDOR, BEING 15.0 FEET WIDE ON EACH SIDE OF SAID MAIN TRACK CENTERLINE UPON, OVER AND ACROSS THE SWI/40F SAID SECTION 19, BOUNDED ON THE NORTHEAST BY THE NORTH LINE OF SAID SWI/4, AND BOUNDED ON THE SOUTHWEST BY THE SOUTHWESTERLY BOUNDARY OF THE PLATTED PORTION OF YELM, WASHINGTON, SAID SOUTHWESTERLY BOUNDARY ALSO BEING THE NORTHEASTERLY BOUNDARY OF THAT PORTION OF SAID RAILWAY COMPANY'S YELM TO TENINO, WASHINGTON BRANCH LINE RIGHT OF WAY CONVEYED TO THURSTON COUNTY, WASHINGTON BY QUITCLAIM DEED DATED AUGUST 14, 1996. EXHIBIT C Agreements Assigned to City of Yelm In Whole or In Part Page 1 EXHIBIT C Agreements Assigned in Full or in Part To the City of Yelm, Washington Contract Contract No. Contractor(s) / Description Date BF 00010856.00 PUGET SOUND ENERGY, INC. 06/15/1999 06/16/1972 06/11/1973 12/30/1976 03/20/1985 06/16/1986 12/03/1993 06/01/1973 12/16/1974 06/16/1976 07/01/1981 06/23/1929 Cancellation Date Location WA, YELM Date: 11/0112000 Contract . Type Code PR-PW/BNSF WA, YELM GV-XS/BNRR WA, YELM ELECTRIC WIRE LINE, LS. 52, MP. 23 WA, YELM -CAT-NO.: 501101 BN 00002044.00 WASHINGTON, STATE OF WA, ROY IMPROVE CROSSING SIGNALS, MP. 25+2973 BN 00003302.00 MCLINS, INC. CMO&O INDUSTRIAL TRACK & CROSSING, MP. 25+723 BN 00007218.00 HARSCO CORP. M&O INDUSTRIAL SPUR TRACK, MP. 24+4010 CX 85016001.00 SILVASEED CO. PRIVATE ROAD CROSSING, MP. 21+150 CX 86016044.00 PAISLEY, PATRICIA ANN & MARKUS, LEWIS H. M&O ROAD CROSSING UNDER RR. BRIDGE NO. 22.1 CX 90016022.00 DROBOT, STEVE & DOROTHY M. AND REEDER, RICHARD & LINDA L. PRIVATE ROAD CROSSING; LS. 400, MP. 21.03 LC 00210734.00 YELM TELEPHONE CO. OHD TELEPHONE WIRE CROSSING, MP. 25+854 LC 00216559.00 STRINGHAM, H. R. PRIVATE CROSSING, MP. 21+150 LC 00221899.00 YELM, CITY OF WATER PIPELINE CROSSING, MP. 25+917 . LC 00238157.00 CABLE TV PUDGET SOUND, INC. ASSIGNED TO VIACOM CABLEVISION, INC. OHD TV CABLE CROSSING, MP. 25+3002 NP 00007349.00 CENTRALIA, CITY OF PERMANENT SIPHON UNDERCROSSING, MP. 24+716 -LAW-NO.: 15024 06/16/1972 06/11/1973 12/30/1976 03/20/1985 06/16/1986 12/03/1993 06/01/1973 12/16/1974 06/16/1976 07/01/1981 06/23/1929 Cancellation Date Location WA, YELM Date: 11/0112000 Contract . Type Code PR-PW/BNSF WA, YELM GV-XS/BNRR WA, YELM ID-IT/BNRR WA, YELM ID-IT/BNRR WA, ROY PR-PC/BNRR WA, YELM PR-PC/BNRR WA, ROY PR-PC/BNRR WA, YELM PR-PW/BNRR WA, ROY PR-PC/BNRR WA, YELM WA, YELM WA, YELM PR-PUBNRR PR-PW/BNRR GV-GN/BNRR Page 2 EXHIBIT C Date: 11/01/2000 Agreements Assigned in Full or in Part To the City of Yelm, Washington Contract Cancellation Contract Contract No. Contractor(s) / Description Date Date Location Type Code NP 00013981.00 MURRAY, NELSON 07/22/1904 WA, ROY PR-PUBNRR 3/4 INCH WATER PIPELINE NP 00019290.00 PACIFIC TELEPHONE & TELEGRAPH CO. 06/15/1914 SYSTEM PR-PW/BNRR ASSIGNED TO PACIFIC NORTHWEST BELL TELEPHONE CO. ASSIGNED TO US WEST COMMUNICATIONS, INC. MASTER GENERAL CROSSING AGMT., SUPPLEMENT NO. 660, OHD TELEPHONE WIRE LINE CROSSING, MP. 21+548 -LAW-NO.: 27737 NP 00038623.00 AVERY, G. A. 05/05/1922 WA, ROY PR-PW/BNRR ELECTRIC WIRE LINE CROSSING NP 00040855.00 THURSTON COUNTY UTILITIES CO. 12/20/1923 WA, YELM PR-PW/BNRR OHD ELECTRIC WIRE LINE CROSSING, MP. 25+900 NP 00066454.00 PUGET SOUND POWER & LIGHT CO. 11/15/1946 WA, YELM PR-PW/BNRR ELECTRIC WIRE LINE, MP. 25+1705 NP 00095881.00 OLYMPIC PIPELINE CO. 05/01/1965 WA, ROY PR-PUBNRR PETROLEUM PIPELINE CROSSING, MP. 21+607 NP 00095882.00 OLYMPIC PIPELINE CO. 05/01/1965 WA, YELM PR-PUBNRR LONGITUDINAL PETROLEUM PIPELINE NP 00096020.00 PUGET SOUND POWER & LIGHT CO. 07/01/1965 WA, ROY PR-PW/BNRR OHD ELECTRIC WIRE LINE CROSSING, MP. 21+548 NP•00097220.00 YELM, TOWN OF 06/01/1966 WA, YELM - PR-PUBNRR 2 WATER PIPELINE CROSSINGS, MP. 25+917 & MP. 25+3965 NP 00097261.00 WASHINGTON NATURAL GAS CO. 07/01/1966 WA, YELM PR-PUBNRR NATURAL GAS PIPELINE CROSSING, MP. 25+875 NP 00098040.00 PUGET SOUND POWER & LIGHT CO. 01/15/1967 WA, YELM PR-PW/BNRR OHD ELECTRIC WIRE LINE CROSSING, 25+178 Page 3 EXHIBIT C Date Location Type Code Agreements Assigned in Full or in Part PR-PWBNRR To the City of Yelm, Washington PR-PUBNRR WA, YELM Contract Contract No. Contractor(s) / Description Date PX 85016048.00 YELM TELEPHONE CO. 07/08/1985 UGD LONGITUDINAL TELEPHONE CABLE, MP. 24+4235 & MP. 25+743 PX 92016225.00 YELM, CITY OF 12/01/1992 PIPELINE CROSSING, LS. 400, MP. 24.14 PX 92016226.00 YELM, CITY OF 12/01/1992 SEWER PIPELINE CROSSING, LS. 400, MP. 25.16 PX 93016233.00 PUGET SOUND POWER & LIGHT 11/16/1993 OHD ELECTRIC WIRE LINE, LS. 400, MP. 24.97 PX 94020688.00 YELM TELEPHONE CO. 12/23/1994 UGD CABLE CROSSING, LS. 400, MP. 24.98 PX 95021190.00 VIACOM CABLE 11/08/1995 UGD WIRE LINE CROSSING, LS. 400, MP. 25.15 Date: 11/01/2000 Cancellation Contract Date Location Type Code WA, YELM PR-PWBNRR WA, YELM PR-PUBNRR WA, YELM PR-PUBNRR WA, YELM PR-PW/BNRR WA, YELM PR-PW/BNRR WA, YELM PR-PW/BNRR .eturn Address 'ity of Yelm belly Badger O Box 479 1elm, WA 98597 Document title(s) (or transactions ontained therein): 1. Quitclaim Deed�, l l Reference Number(s) ofDocuments assigned or released: (on page of documents(s)) Grantor(s) (Last name, first name, middle initial) 1. Burlington Northern and Santa Fe Railway Company 2. Grantee(s) (Last name, first name, middle initial) 1. City of Yelm Legal Description ( abbreviated: i.e. lot, block, plat or section, township, range) All that portion of The Burlington Northern and Santa Fe Railway Company's 100.0 foot wide Roy to Yelm, Washington Branch Line right of way, now discontinued, over and across the SW '/a of Section 19, Township 17N, Range 2 E of the WM, Thurston County, Washington Assessor's Property Tax Parcel/Account Number: N/A THE BURLINGTON NORTHERNAND�`SATA FE RAILWAY COMPANY a Delaware corporation, Grantor, of 25°00 Lou Menk Drive, Fort Worth, Texas 76131-2830, hereinafter called "Grantor", for and inconsideration of Ten and No/100 Dollars ($10.00) and other good and valuable consideration, in hand paid, conveys and quitclaims, without any covenants of warranty whatsoever and without recourse to the Grantor, its successors and assigns, to CITY OF YELNI, a municipality in the State of Washington, hereinafter called "Grantee",all of its right, title and interest, if any, in real estate, subject however to all existing interests, including but not limited to all reservations, rights-of-,vay and easements, of record or otherwise, situated in Thurston County, State of Washington, hereinafter called "Property". together with all after acquired title of Grantor therein, described as follows: All that portion of The Burlington Northern and Santa Fe Railway Company's (formerly Northern Pacific Railway Company) 100.0 foot wide Roy to Yelm, Washington Branch Line right of way, now discontinued, being 50.0 feet wide on each side of said Railway Company's Main Track centerline, as originally located and constructed upon, over and across the SW 1/4 of Section 19, Township 17 North, Range 2 East of the Willamette Meridian, Thurston County, Washington, bounded on the Northeast by the North line of said SW ,4, and bounded on the Southwest by the Southwesterly boundary of the platted portion of Yelm, Washington, said Southwesterly boundary also being the Northeasterly boundary of that portion of said Railway Company's Yelm to Tenino, Washington branch line right of way conveyed to Thurston County, Washington by quitclaim deed dated August 14, 1996, excepting therefrom, a 30.0 foot wide corridor, being 15.0 feet «vide on each side of said Main Track centerline upon, over and across the SW '/4 of said Section 19. SUBJECT, however, to all existing interests, including but not limited to all reservations, rights-of-way and easements of record or otherwise. GRANTEE has/have been allowed to make an inspection of the Propertm1 and has knowledge as to the past use of the Property. Based upon this inspection and knowledge, GRANTEE is/are aware of the condition of the Property and GRANTEE ACKNOWLEDGES THAT GRANTEE IS/ARE PURCHASING THE PROPERTY IN AN "AS -IS NVITH ALL FAULTS" BASIS WITH ANY AND ALL PATENT AND LATENT DEFECTS AND THAT GRANTEE IS/ARE NOT RELYING ON ANY REPRESENTATION OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND WHATSOEVER FROM GRANTOR AS TO ANY MATTERS CONCERNING THE PROPERTY, including the physical condition of the Property and any defects thereof, the presence of any hazardous substances, wastes or contaminants in, on or under the Property, the condition or existence of any of the above ground or underground structures or improvements in, on or under the Property, the condition of title to the Property, and the leases, easements or other agreements affecting the Property. GRANTEE is/are aware of the risk that hazardous substances and contaminants may be present on the Property, and indemnifies, holds harmless and hereby waives, releases and discharges forever Grantor from any and all present or future claims or demands, and any and all damages, loss, injury, liability, claims or costs, including fines, penalties and judgments, and attorney's fees, arising from or in any way related to the condition of the Property or alleged presence, use, storage, generation, manufacture, transport, release, leak, spill, disposal or other handling of any hazardous substances or contaminants in, on or under the Property. Losses shall include without limitation (a) the cost of any investigation, removal, remedial or other response action that is required by any Environmental Law, that is required by judicial order or by order of or agreement with any governmental authority, or that is necessary or otherwise is reasonable under the circumstances, (b) capital expenditures necessary to cause the Grantor's remaining Property or the operations or business of the Grantor on its remaining Property to be in compliance with the requirements of any Environmental Law, (c) Losses for injury or death of any person, and (d) Losses arising under any Environmental Law enacted after transfer. The rights of Grantor under this section shall be in addition to and not in lieu of any other rights or remedies to which it may be entitled under this document or otherwise. This indemnity specifically includes the obligation of GRANTEE to remove, close, remediate, reimburse or take other actions requested or required by any governmental agency concerning any hazardous substances or contaminants on the Property. The term "Environmental Law" means any federal, state or local statute, regulation, code, rule, ordinance, order, judgment, decree, injunction or common law pertaining in any way to the protection of human health or the environment, including without limitation, the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation and Liability Act, the Toxic Substances Control Act, and any similar or comparable state or local law. The term "Hazardous Substance" means any hazardous, toxic, radioactive or infectious substance, material or waste as defined, listed or regulated under any Environmental Law, and includes without limitation petroleum oil and any of its fractions. TO HAVE AND TO HOLD the Property unto the said Grantee, its successors and assigns, forever. 2 IN WITNESS WHEREOF, the said Grantor caused this instrument to be signed by its authorized representative, attested by its Assistant Secretary, and its corporate seal to be affixed hereto on the 14th day of November, 2000. STATE OF TEXAS § ss. COUNTY OF TARRANT THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY By: AV . P. Schneider Director Real Estate ATTEST: By:J� Patricia Zbichors Assistant Secretary On this day of 2000 before me, the undersigned, a Notary Public in and for the State of Texas, duly commissioned and sworn, personally appeared D. P. Schneider and Margaret R. Aclin, to me known to be the General Director Real Estate and Assistant Secretary, respectively, of The Burlington Northern and Santa Fe Railway Company, the corporation that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that they are authorized to execute the said instrument and that the seal affixed is the corporate seal of said corporation. Witness my hand and official seal hereto affixed the day and year first above written. NADINE M GRANDI Notary Public STATE OF TEXAS (3MY Catton, Exp. 06/05/2004 Notary Public in and for the State of Texas Residing at: Fort Worth, Texas My appointment expires: 0 &16,S`/a6'0'/ A EXHIBIT "A" THAT PORTION OF THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY'S (FORMERLY NORTHERN PACIFIC RAILWAY COMPANY) 100.0 FOOT WIDE ROY TO YELM, WASHINGTON BRANCH LINE RIGHT OF WAY, NOW DISCONTINUED, BEING 50.0 FEET WIDE ON EACH SIDE OF SAID RAILWAY COMPANY'S MAIN TRACK CENTERLINE, AS ORIGINALLY LOCATED AND CONSTRUCTED UPON, OVER AND ACROSS THE SWIA OF SECTION 19, TOWNSHIP 17 NORTH, RANGE 2 EAST OF THE WILLAMETTE MERIDIAN, THURSTON COUNTY, WASHINGTON, BOUNDED ON THE NORTHEAST BY THE NORTH LINE OF SAID SWI/a, AND BOUNDED ON THE SOUTHWEST BY THE SOUTHWESTERLY BOUNDARY OF THE PLATTED PORTION OF YELM, WASHINGTON, SAID SOUTHWESTERLY BOUNDARY ALSO BEING THE NORTHEASTERLY BOUNDARY OF THAT PORTION OF SAID RAILWAY COMPANY'S YELM TO TENINO, WASHINGTON BRANCH LINE RIGHT OF WAY CONVEYED TO THURSTON COUNTY, WASHINGTON. BY QUITCLAIM DEED DATED AUGUST 14, 1996, EXCEPTING THEREFROM, A 30.0 FOOT WIDE CORRIDOR, BEING 15.0 FEET WIDE ON EACH SIDE OF SAID MAIN TRACK CENTERLINE UPON, OVER AND ACROSS THE SWIA OF SAID SECTION 19. City of Yelm Attn: Ms. Dana Spivey PO Box 479 Yelm, WA 98597 RE. Original Quit Claim Deed between Burlington Northern & Santa Fe Railway Company and the City of Yelm Dear Dana: Enclosed please find the original above referenced document. Please note that this original deed was not filed with the Thurston County Auditor's Office per Shelly Badger's instructions. Should you have any questions or concerns to the above or attached, please do not hesitate to contact me. I remain... Very truly yours, OWENS DAVIES, S. Brent F. Dille /tek nclosure CA4\BFD\Ye1m\D.Spivey Itr 02212006.doc - ---- -- OWENS DAVM S, P.S. s'; FEB 2 2 2006 Attorneys at Law I, Frank J. Owens Street Address: r Richard G. Phillips, Jr. 926-- 24`h Way-S.W._,. __ Brian L. Budsberg Olympia, Washington 98502` Michael W. Mayberry Kirk M. Veis Matthew B. Edwards Mailing Address: Brent F. Dille P. O. Box 187 Belle S. Na Olympia, Washington 98507 Arthur L. Davies (Retired) Phone (360) 943-8320 Burton R. Johnson (1970) Facsimile (360) 943-6150 February 21, 2006 City of Yelm Attn: Ms. Dana Spivey PO Box 479 Yelm, WA 98597 RE. Original Quit Claim Deed between Burlington Northern & Santa Fe Railway Company and the City of Yelm Dear Dana: Enclosed please find the original above referenced document. Please note that this original deed was not filed with the Thurston County Auditor's Office per Shelly Badger's instructions. Should you have any questions or concerns to the above or attached, please do not hesitate to contact me. I remain... Very truly yours, OWENS DAVIES, S. Brent F. Dille /tek nclosure CA4\BFD\Ye1m\D.Spivey Itr 02212006.doc Page 1 of 2 Dana Spivey From: Shelly Badger Sent: Friday, February 17, 2006 3:49 PM To: Stephanie Ray Cc: Dana Spivey Subject: RE: Stevens NW Meeting - Brent Let's try to keep the street project separate from the RR deed recording project (we can only try....). So with that, I think that Brent could review the deeds and answer just that question. DANA LOU, could you get copies of both the purchase and donation paperwork of which each has a legal associated with it to Stephanie. The danger of this approach is IF the piece associated with the street project is NOT incorporated on the legal descriptions that Taro is working on getting recorded. If that is the case, I say, pay 2 attorneys to hook up and figure this thing out, so we can all be done with it! I will still ask Brent to contact Taro on his concerns with recent case law and RR deeds. Thanks, Shelly From: Stephanie Ray Sent: Friday, February 17, 2006 3:36 PM To: Shelly Badger Subject: RE: Stevens NW Meeting N Brent Ok, sounds good! I think the biggest question now is whether or not the quit claim deeds include this parcel? That would be a direct question we would need answered by an attorney? Do you want me to ask Brent this or should we ask Tarro? From: Shelly Badger Sent: Friday, February 17, 2006 3:23 PM To: Stephanie Ray Cc: Dana Spivey Subject: RE: Stevens NW Meeting - Brent Dana has been working with Taro and he can take care of the recording for us, so she is gathering the original paperwork (quit claim deeds, she found the last one needed!) and sending them to Taro. He is "dialed in" with BNSF people and will know how to handle the whole penalty issue for them not being recorded at the time of purchase. I agree, Taro and Brent need to work on this issue together, so Brent can share his concerns with Taro. From Brent's voice mail to me this afternoon, I will send Brent an e-mail asking that he call Taro. ....Dana, could you let Taro know that our City Attorney may be contacting him with some questions related to the deeds? From: Stephanie Ray Sent: Friday, February 17, 2006 3:04 PM To: Shelly Badger 2/17/2006