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Wye Track Quitclaim DeedI 1111111111111111!111111111111111111111111111111111111111111111111111111 IIII II I Ill llll llll !~!!~~0 o 1 t 0:3 2 Debbie Pierson, Flathead County MT by JZ 6/6/20~,thfitla QUITCLAIM DEED THIS QUITCLAIM DEED ("Deed"), made this ,m-f:A day of May, 2025, by and between BNSF RAILWAY COMPANY, a Delaware corporation ("BNSF"), and CITY OF KALISPELL, a municipality formed under the laws of the State of Montana, with its principal office at 201 First Ave E, Kalispell, MT 59901 ("Gran tee"). WITNESSETH: That BNSF, for TEN AND NO/100 DOLLARS ($10.00) and other good and valuable consideration, to it in hand paid, the receipt of which is hereby acknowledged, does hereby REMISE, RELEASE and FOREVER QUITCLAIM, without any covenants of warranty whatsoever and without recourse to BNSF, its successors and assigns, unto Grantee, its successors and assigns, all of its right, title and interest, if any, in real estate and its rights under any leases related to such real estate, if any , subject however to all existing interests, including but not limited to all reservations, rights-of-way, leases, easements and other encumbrances, of record or otherwise, located in the County of Flathead, State of Montana, more particularly described on the attached Exhibit A and dictated on the attached Exhibit A-1, which is fully incorporated herein by reference (the "Property"). RESERVING, unto BNSF, all coal, oil, gas, casing-head gas, and all ores and minerals of every kind and nature including sand and gravel underlying the surface of the Property, together with the full right, privilege, and license at any and all times to explore, or drill for and to protect, conserve, mine, take, remove, and market any and all such products in any manner which will not damage structures on the surface of the Property, together with the right of access at all times to exercise said rights; provided, however, BNSF's exercise of this reservation shall not permanently damage improvements placed on the Property by Grantee or its successors and shall not unduly burden the use of the Property for non-industrial uses. In no event will BNSF have the right to conduct strip mining activities on the Property. Grantee covenants and agrees that the Property shall be used solely for non-residential purposes, that the groundwater will not be used for drinking water or irrigation purposes, and that no wells will be installed on the Property without BNSF's written consent. Grantee has 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 aware of the condition of the Property and GRANTEE SPECIFICALLY ACKNOWLEDGES THAT THE PROPERTY IS BEING QUITCLAIMED ON AN "AS-IS WITH ALL FAULTS" BASIS WITH ANY AND ALL PATENT AND LATENT DEFECTS, INCLUDING THOSE RELATING TO THE ENVIRONMENTAL CONDITION OF THE PROPERTY, AND THAT GRANTEE IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND WHATSOEVER FROM BNSF AS TO ANY MATTERS CONCERNING THE PROPERTY, including, without limitation, the physical condition of the Property; zoning status; tax consequences of this transaction; utilities; operating history or projections or valuation; compliance by the Property with Environmental Laws (defined below) or other laws, statutes, ordinances, decrees, regulations and other requirements applicable to the Property; the presence of any Hazardous Substances (defined below), wetlands, asbestos, lead, lead-based paint or other lead containing structures, urea formaldehyde, or other environmentally sensitive building materials in, on, under, or in proximity to the Property; the condition or existence of any of the above ground or underground structures or improvements, including tanks and transformers in, on or under the Property; the condition of title to the Property; and any leases, easements, reservations, permits, orders, licenses, or other rights or agreements, affecting the Property. BNSF EXPRESSLY DISCLAIMS ANY WARRANTIES FOR THE PROPERTY OR APPURTENANCES THERETO, INCLUDING, WITHOUT LIMITATION, WARRANTIES AS TO TITLE, MERCHANTABILITY, HABITABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR CONFORMITY OF THE PROPERTY TO ITS INTENDED USE. Grantee acknowledges and represents to BNSF that Grantee is aware of the risk that Hazardous Substances may be present on, under, in or about the Property and that Grantee has conducted such investigations of the Property, including but not limited to, the physical and environmental conditions thereof, as Grantee deemed necessary to satisfy itself as to the condition of the Property, and Grantee is relying and will rely solely upon same and not upon any information provided by or on behalf of BNSF or its agents or employees with respect thereto. GRANTEE ASSUMES THE RISK THAT ADVERSE MATTERS MAY NOT HAVE BEEN REVEALED BY GRANTEE'S INVESTIGATIONS, AND GRANTEE SHALL INDEMNIFY, HOLD HARMLESS AND HEREBY WAIVES, RELEASES AND DISCHARGES FOREVER BNSF (AND BNSF'S AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, LICENSEES AND INVITEES) FROM ANY AND ALL PRESENT OR FUTURE, KNOWN OR UNKNOWN, CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING, BUT NOT LIMITED TO, THOSE IN CONTRACT, TORT AND STRICT LIABILITY), DAMAGES (INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL AND PUNITIVE), LOSSES (HEREIN DEFINED), INJURIES, LIABILITIES, COSTS (INCLUDING, BUT NOT LIMITED TO, FINES, PENAL TIES, COURT COSTS AND ATTORNEYS' FEES) ARISING FROM OR IN ANY WAY RELATED TO (I) ANY LATENT OR PATENT CONDITIONS OF THE PROPERTY, (II) ANY BODILY INJURY OR DEATH OR LOSS OR DAMAGE TO THE PROPERTY OF ANY PERSON OR PERSONS WHOMEVER, INCLUDING THE PARTIES HERETO, IN ANY MANNER ARISING FROM OR GROWING OUT OF THE ACTS OR OMISSIONS, NEGLIGENT OR OTHERWISE, OF GRANTEE OR ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, LICENSEES AND INVITEES IN CONNECTION WITH THE ENTRY UPON, OCCUPATION OR USE OF THE PROPERTY, AND/OR (Ill) ANY ALLEGED OR ACTUAL PRESENCE, USE, STORAGE, GENERATION, MANUFACTURE, TRANSPORT, RELEASE, LEAK, SPILL, DISPOSAL OR OTHER HANDLING OF ANY HAZARDOUS SUBSTANCES IN, ON, UNDER OR ABOUT THE PROPERTY. As used in this paragraph, the term "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 BNSF's remaining property or the operations or business of BNSF on its remaining property to be in compliance with the requirements of any Environmental Law, and (c) costs imposed under any Environmental Law enacted after the date of this Deed. As used herein, 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, occupational safety, natural resources, plant or animal life or the environment, including without limitation, principles of common law and equity, 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. As used herein, the term "Hazardous Substance" means any hazardous, toxic, radioactive or infectious substance, material, contaminant or waste as defined, listed or regulated under any Environmental Law, and includes without limitation, petroleum, oil and any of its fractions. The rights of BNSF under this paragraph shall be in addition to and not in lieu of any other rights or remedies to which it may be entitled under this Deed, the Contract 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. 2 BNSF 12658 Kalispell, MT Grantee acknowledges and agrees that in no event shall this Deed or the Contract be construed to create a joint enterprise for the use or operation of the Property. Grantee further acknowledges that a material consideration for this conveyance, without which it would not be made, is the agreement by Grantee, for itself and for its successors and assigns, that BNSF, its predecessors, successors, and assigns shall be in no manner responsible to Grantee, any subsequent owner, purchaser, or any person for any claims, demands, damages, causes of action, including loss of access, or suits regarding the quiet and peaceable possession of the Property, title thereto, or condition thereof. Grantee acknowledges and affirms that BNSF may not hold fee simple title or any other particular interest in the Property, and that BNSF's interest in the Property, if any, may rise only to the level of an easement for railroad purposes. GRANTEE IS WILLING TO ACCEPT BNSF'S TITLE TO THE PROPERTY, IF ANY, ON THIS BASIS AND EXPRESSLY RELEASES BNSF, ITS SUCCESSORS AND ASSIGNS FROM ANY CLAIMS THAT GRANTEE OR ITS SUCCESSORS MAY HAVE AS A RESULT OF THE CONVEYANCE TO BE MADE PURSUANT TO THIS DEED. IN LIGHT OF BNSF'S DISCLOSURE THAT IT MAY NOT HOLD FEE SIMPLE TITLE OR ANY OTHER INTEREST IN THE PROPERTY, GRANTEE SHALL INDEMNIFY, DEFEND AND HOLD BNSF HARMLESS FROM ANY SUIT OR CLAIM FOR DAMAGES, PUNITIVE OR OTHERWISE, EXPENSES, ATTORNEYS' FEES, OR CIVIL PENAL TIES THAT MAY BE IMPOSED ON BNSF AS THE RESULT OF ANY PERSON OR ENTITY CLAIMING AN INTEREST IN THE PROPERTY OR CLAIMING THAT BNSF DID NOT HAVE THE RIGHT TO TRANSFER THE PROPERTY TO GRANTEE. The covenants and agreements set forth herein above, shall be binding upon Grantee and its heirs, successors and assigns, and shall be covenants running with the land benefitting BNSF and its heirs, successors and assigns. TO HAVE AND TO HOLD the Property unto the said Grantee, its successors and assigns, forever. [Signature pages below] 3 BNSF 12658 Kalispell, MT IN WITNESS WHEREOF, BNSF has 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 day and year first above written. BNSF: BNSF RAILWAY COMPANY, a Delaware corpo tion By: Print Name: Cary Hutchings Title : Director Real Estate STA TE OF TEXAS ) ) 55. COUNTY OF TARRANT ) On this pt6-day of -~~LL..,~----' 2025, before me appeared Cary Hutchings, to me personally known, who being by me dul sworn , did say that he is Director Real Estate of BNSF RAILWAY COMPANY, a Delaware corporation, instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors and said Director Real Estate acknowledged said instrument to be the free act and deed of said corporation. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my notarial seal the day and year last above written. ~/J,~d/~ Nolary1;c cJ. My_ Commission Expires: ~--~ ,pa,a,7 • '.. ------·--·· ~----·-) 4 BNSF 12658 Kalispell , MT Accepted: GRANTEE: CITY OF KALISPELL, a municipality formed under the laws of the Sta~nn . By: ~/~, Print Name: ~au ~s e L / Title : Q_ \{ '::J (\ °'V\ ~ 0 1 e_,,,-- STATE OF MONTANA ) ) ss. COUNTY OF FLATHEAD ) ~d c¢' day of <y\,J1...k, 2025, before me appeared _;;........;;;;.......;; ......... ...,.,,,_----==~~ ..................... ---,tome personally kno n, who being by me duly sworn, did say that he or she is . • of CITY OF KALISPELL, a municipality formed under the laws of the State of Mont a, and \that • instrument was signed in behalf of said municipality by authority of its CA,1 ~ Couv, .. <2,.Qr other applicable governing body and said municipality acknowledged sa id instrurrn?nt to be the duly authorized free act and deed of said municipality . IN TESTIMONY WHEREOF , I have hereunto set my hand and affixed my notarial seal the day and year last above written. JUDI A FUNK NOTARY PUBLIC for the STATE OF MONTANA Residing in Kalispell, Montana My Commission Expires Februa 25, 2028 BNSF 12658 Kalispell , MT 'Su.& 'Pr~~ Notary Public My Commission Expires : ? \:)-5 ( ~ 5 TRACT 1 EXHIBIT A Legal A PARCEL OF LAND CONTAINING FIVE PARCELS OF LAND AS DESCRIBED IN BOOK 200, PAGE 198; PARCEL 2 OF COS No. 18486; BOOK 35, PAGE 560; BOOK 35, PAGE 561; BOOK 35, PAGE 562 AND BOOK 35, PAGE 559 LOCATED IN NE1/4 AND NE1/4SE1/4 OF SECTION 13, T. 28 N., R. 22 W. P.M. MONTANA, FLATHEAD COUNTY, DESCRIBED AS FOLLOWS: COMMENCING FROM THE NE CORNER OF SAID SECTION 13; THENCE S01°01'39"W, 46.95 FEET ALONG THE EAST LINE OF SAID SECTION 13 TO THE NORTHERLY LINE OF BNSF RIGHT-OF- WAY; THENCE S76°03'07"W, 31.05 FEET ALONG THE NORTHERLY LINE OF BNSF RIGHT-OF-WAY LINE TO THE WEST LINE OF SOUTH MERIDIAN ROAD BEING THE POINT OF BEGINNING: THENCE S01 °01 '39"W, 103.52 FEET ALONG THE WEST LINE SAID SOUTH MERIDIAN ROAD TO THE SOUTHERLY LINE OF BNSF RIGHT-OF-WAY; THENCE S76°03'07"W, 358.82 FEET ALONG THE SOUTHERLY LINE OF BNSF RIGHT-OF-WAY LINE; THENCE ALONG A TANGENT CURVE TO THE LEFT HAVING A RADIUS OF 713.95 FEET, ARC LENGTH OF 1077.54 FEET, DELTA ANGLE OF 86°28'28", CHORD BEARING OF S32°48'53"WAND CHORD DISTANCE OF 978.14 FEET ALONG THE EASTERLY LINE OF BNSF RIGHT-OF-WAY; THENCE S10°25'21"E, 2366.04 FEET ALONG THE EASTERLY LINE BNSF RIGHT-OF-WAY TO THE NORTHWESTERLY RIGHT-OF-WAY LINE OF FOYS LAKE ROAD; THENCE S32°51'23"W, 145.87 FEET ALONG THE NORTHWESTERLY RIGHT-OF-WAY LINE OF SAID FOYS LAKE ROAD TO THE WESTERLY LINE OF BNSF RIGHT-OF-WAY; THENCE N10°25'21"W, 2472.24 FEET ALONG THE WESTERLY LINE OF BNSF RIGHT-OF-WAY; THENCE ALONG A TANGENT CURVE TO THE RIGHT HAVING A RADIUS OF 813.95 FEET, ARC LENGTH OF 180.90 FEET; DELTA ANGLE OF 12°44'02", CHORD BEARING OF N04°03'20"WAND CHORD DISTANCE OF 180.53 FEET ALONG THE WESTERLY BNSF RIGHT-OF-WAY LINE; THENCE ALONG A NON-TANGENT COMPOUND CURVE TO THE LEFT HAVING A RADIUS OF 548.69 FEET; ARC LENGTH OF 662.93 FEET, DELTA ANGLE OF 69°13'33", CHORD BEARING OF N52°42'34"W AND CHORD DISTANCE OF 623.34 FEET ALONG THE SOUTHWESTERLY LINE OF BNSF RIGHT-OF- WAY; THENCE S76°03'07"W, 319.97 FEET ALONG THE SOUTHERLY LINE OF BNSF RIGHT-OF- WAY TO THE SOUTHWEST CORNER OF SAID PARCEL 2; THENCE N13°56'53"W, 100.00 FEET ALONG THE WEST LINE OF SAID PARCEL 2 TO THE NW CORNER OF SAID PARCEL 2; THENCE N76°03'07"E, 1877.19 FEET ALONG THE NORTHERLY LINE OF BNSF RIGHT-OF-WAY TO THE POINT OF BEGINNING OF SAID PARCEL CONTAINING 14.69 ACRES. EXHIBIT A-1 SURVEY/DESCRIPTION OF PROPERTY GEI~liPICATE Of .SURVEY w:,;;.,r;m Ii.I. i,. .. ,;. •. n:r, 1K rm: {t::l/l .•,.II~ ;.J;,;;.-1~~l/~ 'W' lllintm rn. T. ::,, 11., n. IS! ,-.. P.il lil)lfl'..1:U, l'l'U'!lli:(J.l) (1)1Jfi1)' Reference Certificate of Survey No. 22835, recorded 6/14/2024 as Document No. 202400009860, records of Flathead County, Montana.