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AGREEMENT FOR SHARING MAINTENANCE AND OPERATION COSTS, AND IMPLEMENTING OPERATIONAL PROCEDURES FOR THE PALOUSE TRAIL RECITALS THIS AGREEMENT is entered into by the City of Pullman, a mun icipal corporation of the State of Washington (hereinafter referred to as "Pullman"); City of Moscow, a municipal corporation of the State of Idaho (hereinafter referred to as "Moscow"); Whitman County, Washington, a municipal corporation of the State of Washington (hereinafter referred to as the "County"); Washington State University, an institution of higher education of the State of Washington (hereinafter referred to as "WSU"); and the Univer sity of Idaho, a state educational institution and body politic of the State of Idaho (hereinafter referred to as "UI") and hereinaf ter jointly referred to as the "Entities". WHEREAS, the "Entities" believe that the establishment and availability of a diversified mix of facilities for outdoor recreation within their respective, adjoining, and neighboring jurisdictions provide an attractive enhancement to living in the Palouse region; and, WHEREAS, multiple types of outdoor recreation can be enjoyed by participants on paths and trails established and designated for appropriate outdoor recreational uses; and, WHEREAS, the "Entities" desire to the extent possible and appropriate to coordinate the establishment, governance, use, and maintenance of an integrated outdoor recreational trail within and between their respective jurisdictions; and, WHEREAS, the Palouse Trail (hereinafter referred to as the "Trail") is in the process of being secured as a portion of a railroad right of way corridor being secured under a "Rail Banking Contract" entered into by "Pullman", "Moscow", and "County", and the Palouse River Railroad Company a copy of which is Attachment to this Agreement; and, Page 1 of 15 Pages 97-05 ---PAGE BREAK--- WHEREAS, it is contemplated that development of the "Trail" will begin in 199 7, and that the "Trail" will include a 10 to 12 foot wide path between City Playfield in Pullman and Line Street in Moscow and will be approximately 7. 45 miles in length; and, WHEREAS, the "Trail" will require an on-going operation and maintenance effort to assure a positive image and recreation experience to "Trail" users, adjacent neighbors and businesses, and residents of the area; and, WHEREAS, the "Entities" desire that the "Trail" facility be operated and maintained on a consistent basis to satisfy "Trail" users of the region, and to protect both the natural environment and the "Trail" facilities; and, WHEREAS, the location of "Trail" between the cities of Pullman and Moscow and connecting with "WSU" and "UI" will provide a separate and alternative transportation route, as well as a recreational path for all residents thus making a shared financing arrangement advisable for the operation and maintenance of the "Trail"; and, WHEREAS, it is anticipated that activities inherent in and associated with the existence of majority of the transportation "WSU" and "UI" will generate a and recreational usage of the "Trail"; and, "WSU" and "UI" consider the "Trail" appropriate and consistent with university goals and missions and will participate in sharing the cost of operating and maintaining the "Trail" faci 1 i ty; and, WHEREAS, pursuant to the provisions of Sections 35A.67.010 and 36.68 . 090 of the Revised Code of Washington, "Pullman" and "County" are authorized to enter into an agreement with each other and with "Moscow", "WSU", and "UI" to share the costs of operating and maintaining the "Trail" facility; and, WHEREAS, pursuant to the provisions of Sections 50-301, 50- 303, and 50-32 2 , Idaho Code, "Moscow" is authorized to enter into Page 2 of 15 Pages ---PAGE BREAK--- an agreement with "Pullman", "County", "WSU", and "UI" to share the costs of operating and maintaining the "Trail" facility; and, WHEREAS, pursuant to the provisions of Section 2 8 8.30.150 of the Revised Code of Washington, "WSU" may enter into contracts to provide services for university purposes such as providing for the availability of services which are consistent with the mission of ''WSU"; and, WHEREAS, pursuant to the provisions of Sections 33-2 8 04 and 33-2 8 06, Idaho Code, "UI" may enter into contracts to provide services for university purposes such as providing for the availability of services which are consistent with the mission of and, WHEREAS, operation and maintenance of the area of the "Trail" which lies in Whitman County and which connects the cities and universities is critical to ensure the viability of the "Trail"; and, WHEREAS, it now seems appropriate, desirable, and in the public interest to form and empower an intergovernmental advisory committee consisting of representatives of the "Entities" to work jointly and cooperatively on issues and problems inherent in the establishment, governance, use, operation, and maintenance of an integrated outdoor recreational trail within and between their respective jurisdictions; now, therefore, IT IS HEREBY AGREED between the parties hereto being now "Pullman", "Moscow", "County", "WSU", and "UI" as follows: OPERATIVE PROVISIONS 1. Definitions. 1.1 As used in this Agreement the following words shall have the following meanings: 1.1.1 "capital assets" means those assets resulting from the expenditure of capital costs as defined in 1.1.2 . Page 3 of 15 Pages ---PAGE BREAK--- 1. 1. 2 1.1. 3 1.1. 4 1. 1. 5 1. 1. 6 1.1. 7 "capital costs" means those initial costs associated with the design and construction of capital improvements to the "Trail" such as, but not limited to: the construction and surfacing of trail bed; rest facilities; water and sanitation facilities; signage; lighting; fencing; barriers; landscaping; and bridge removal, replacement or construction. "Entity" or "Entities" means either the city of Pullman, the city of County, Washington State Moscow, Whitman University, the University of Idaho, or any combination thereof as the context of the usage of the term indicates. "jurisdictional boundary" means the physical portion of the "Trail" (as defined in Attachment which lies within the geographical and political boundary of an "Entity" which is "Pullman", "Moscow", and "County" respectively. "maintenance and operation costs" means the costs of maintaining and operating the assets of the "Trail" to a level of condition acceptable for the uses of the "Trail". "member" means the representative of an "Entity" representing that "Entity" on the Palouse Trail Committee (PTC) . "Trail" means improvements and facilities to be constructed, maintained, and operated under the terms of this Agreement within the railroad right-of-way, as well as the entire railroad right-of-way formerly controlled by the Palouse River Railroad Company from City Page 4 of 15 Pages ---PAGE BREAK--- Playfield in Pullman to Line Street in Moscow as illustrated in Attachment and the additional segments as shown in Attachment Connections of paths or recreational trails with the "Trail" outside the area illustrated in Attachment are not a part of the "Trail" which is the subject of this Agreement. Connections of paths or recreational trails which are located in the railroad right-of-way secured under Attachment are a part of the "Trail" and are the responsibility of the jurisdictional entity on whose property they exist. 2 . Establishment of Palouse Trail Committee. 2 .1 Committee Established. In order to carry out the purposes of this Agreement, the "Entities" hereby establish a committee to be known as the Palouse Trail Committee (PTC) . This Agreement does not create a new legal or administrative entity. Property provided by the "Entities" to accomplish maintenance and operation services to the "Trail" shall remain the property of the "Entity" providing the property. 2 .2 Membership. The PTC shall consist of five members with one member representing each of the following Entities: the City of Pullman, Washington; the City of Moscow, Idaho; the County of Whitman, Washington; the University of Idaho; and Washington State University. 2 .3 Purposes. The purposes of the PTC are to: 2 .3.1 the extent possible and appropriate coordinate the planning, establishment, governance, use, operation, and maintenance of paths within their respective jurisdictions into a Page 5 of 15 Pages ---PAGE BREAK--- 2 .3.2 2 . 3. 3 2 . 3. 4 recreational trail among and between the "Entities". inform and advise the "Entities" on problems and issues of mutual interest concerning the establishment, governance, use, operation, and maintenance of paths within each jurisdiction which are planned to be or are a part of the system of paths within each jurisdiction which paths as a whole form a recreational trail integrated within and among the "Entities". encourage and receive input and funding from and work with citizens and citizen groups in the planning, establishment, governance, use, and maintenance of an integrated recreational trail system. act as liaison with other governmental agencies or any private entity or person in the planning, establishment, operation, and maintenance governance, use, of paths within each "Entity's" jurisdiction which paths as a whole form a recreational trail integrated within and among the "Entities". 2 . 4 Powers. The PTC shall have the power to: 2 . 4. 1 2 . 4. 2 collect and disseminate information. allocate expenditures of money contributed to the Palouse Trail Fund referred to in 5. 1 by the "Entities" and other sources to carry forth the purposes of this Agreement with priority given to maintaining a connecting path between the corporate limits of Moscow, Idaho and Pullman, Washington. Page 6 of 15 Pages ---PAGE BREAK--- 2 . 4.3 2 4 2 .4.5 2 .4.6 2 . 4. 7 2 . 4.8 2 .4.9 2.4.1 0 recorrunend one of the "Entities" or other designee as a depository for money contributed in accordance with 2 . 4. 2 to the Palouse Trail Fund established pursuant to 5.1 and for the administration thereof. recorrunend contracts for services, and the hiring of personnel who will serve at the pleasure of, and whose duties will be determined by, the "Entity" or "Entities" assuming the obligation to contract or hire. promulgate standards of construction, maintenance, and operation of the "Trail" to assure consistency of service and use among all "Enti ties'1 within their respective jurisdictional boundaries. recorrunend that appropriate grants and other funding opportunities be applied for, and if received assist in the administering of grants or awards. undertake fund-raising activities determined to be appropriate by the PTC. if the PTC determines it appropriate to establish a budget, it shall be established in sufficient time to allow each "Entity" to include its contribution in its budget for the ensuing operating year, if it chooses to do so. Annual Report. The PTC shall report on its activities to each "Entity" on an annual basis by February 15th for the prior year. By-Laws. The PTC may adopt, amend, or repeal by-laws, in whole or in part which are Page 7 of 15 Pages ---PAGE BREAK--- 2 .4.11 consistent with the terms and conditions of this Agreement, by a majority vote at any regular or special meeting of the PTC. A majority vote for the purposes of adopting, amending, or repealing by-laws means a majority of all members of the PTC and not a majority of a quorum. Provided, however, that in carrying out the powers set forth in 2 .4.1, 2 .4.2 , 2.4.3, 2.4.4, 2 .4.5, 2 .4.6, 2 .4.7, and 2 .4.8 the PTC shall not have the power to obligate any "Entity" or "Entities" in matters of policy, administration, or finance; such obligations if undertaken by an "Entity" or "Entities" shall be the sole decision and obligation of the "Entity" or "Entities" undertaking the obligation. 2 .5 PTC Officers and Voting. 2 .5.1 2 .5.2 2 .5.3 One member shall serve as Chairperson, one member shall serve as Vice Chairperson, and one member shall serve as Secretary. One member may serve as Treasurer and the office of Treasurer may be combined with the office of Secretary if the PTC so chooses. Each member of the PTC shall have one ( 1) vote. In the event of a tie vote, the issue shall fail. The "Entities" may designate alternate members in a manner considered appropriate by the designating "Entity". In the event that an appointed member of the PTC will be unable to attend a meeting of the PTC, the "Entity" represented by that appointed member may be Page 8 of 15 Pages ---PAGE BREAK--- represented by the alternate member. Alternate members representing absent appointed members shall have the same privileges as appointed members; provided, however, that no "Entity" shall have more than one vote on the business coming before the PTC. 2 .6 Meetings, Election of Officers. and Quorum. 2 1 The PTC shall hold meetings at such times and places as set forth in its by-laws. 2 . 6. 2 2 . 6. 3 The PTC shall annually elect its officers as set forth in its by-laws. The quorum necessary for the PTC to transact business or elect officers shall be constituted when at least four members or their alternates are present at the meeting. 2 . 7 Withdrawal. Dissolution. and Disbursement of Funds. 2 . 7. 1 2 . 7. 2 2 . 7. 3 Any "Entity" may automatically withdraw from the PTC by submitting a written statement to the remaining "Entities" setting forth its intent to withdraw at least sixty ( 60 ) calendar days prior to the effective date of its withdrawal; provided, however, that any funds contributed by the "Entity" shall not be returned. The PTC may be dissolved by written agreement approved by the by a majority of the "Entities"; withdrawal of three of participating "Entities". or, the Any unobligated money remaining at the time of dissolution shall be returned to the "Entities" in the proportion to the amount of Page 9 of 15 Pages ---PAGE BREAK--- money each "Entity" had contributed to the PTC budget prior to the dissolution. 2 .8 Real Property. The PTC may neither acquire nor hold real property. 3. Relationships among the "Entities". 3.1 Ownership and control. Ownership of the right to the use of the railroad right- of-way is defined in the Railbanking Contract (Attachment and is vested in "County", "Pullman", and "Moscow" according to that Contract. "Entities" with ownership interests shall have exclusive control of the design, construction, furnishing, maintenance, and operation of that part of the "Trail" within the railroad right-of-way in their respective jurisdictional boundaries consistent with the standards promulgated by the PTC. These "Entities" are "County", "Pullman", and "Moscow". 3. 2 Maintenance and operation. Maintenance and operation decisions pertaining to the "Trail" within the railroad right-of-way and in their respective jurisdictional boundaries, including decisions regarding maintenance and operation budget control, shall be made by the "Entities" having ownership and control ("County", "Pullman", and "Moscow") in consultation with "WSU" and "UI" each of which shall contribute financially to the payment of maintenance and operation costs. Consul tat ion shall occur through the deliberations of the PTC. 3.3 future capital expenditures. From time to time there may be the need to expend funds for [such things as bridge maintenance or replacement, path reconstruction, or renovation] "capital costs" that exceed the amount available from annual contributions. In these cases, each "Entity" may be approached with a request from the Page 1 0 of 1 5 Pages ---PAGE BREAK--- PTC for additional contributions and may participate on a case-by-case basis. 4. Responsibilities of the "Entities". 4.1 Construction. operation, and maintenance costs. "Pullman", "Moscow", and "Countyn shall be responsible for the payment of the construction, operation, and maintenance costs of the capital assets of the "Trail" located within the railroad right-of-way and in their respective jurisdictional boundaries. Such costs may be offset by the allocation by the PTC of contributions to the Palouse Trail Fund referred to in 5.1 . Each "Entity" may apply annually to the PTC for monies from the Palouse Trail Fund to be spent in that "Entity's" jurisdiction for the benefit of the "Trail". Priority for expenditures from this fund shall be given to maintenance and operation of the area of the "Trail" between the City of Pullman, Washington and the City of Moscow, Idaho corporate city limits to standards promulgated by the PTC and approved by the PTC. 4. 2 Law enforcement, emergency services. "Pullman", "Moscow", and "County" shall be responsible for providing law enforcement and emergency services within their respective jurisdictional boundaries in the manner and to the extent deemed necessary by such "Entity". 5. Financing. 5.1 Fund established. There shall be established a fund to be known as the Palouse Trail Fund, or by some similar designation (hereinafter referred to as the "Fund"), which shall be administered by an "Entity" or other designee as approved by the PTC, with oversight by the PTC and subjected to state audit, until otherwise changed by agreement of the PTC and the "Entity" assuming this Page 1 1 of 1 5 Pages ---PAGE BREAK--- administrative responsibility. Any "Entity" shall also have the right to audit the "Fund". 5.2 Purpose of "Fund". The purpose of the "Fund" is that it be a source for the receipt of funding for the payment of costs consistent with the provisions of 4. 1 of this Agreement. 5.3 Contributions to "Fund". Each "Entity" shall contribute each calendar year by February 1 5th of each year an equal amount, as recommended by the PTC, to the "Fund". The obligation of each "Entity" to contribute its share to the "Fund" shall be, in the sole discretion of each contributing "Entity", subject to the availability of adequate financial resources for this contribution. Any "Entity" not making its full requested annual contribution or not making a contribution at least equal to the other "Entities'" equal share contributed shall not be entitled to vote in the affairs of the PTC for that period. The FTC may receive contributions from sources other than the "Entities" and deposit them in the "Fund". 5. 4 Disbursements from "Fund". The governmental "Entity" administering the "Fund" shall make disbursements from the "Fund" only as authorized by the PTC. Unrestricted and restricted donations to the "Fund" from sources other than the "Entities" or to and through an "Entity" for credit to the "Fund" shall be authorized by the PTC for disbursement in accordance with the donor's wishes where practicable and consistent with the purposes of this Agreement and in accordance with applicable law. The balance in the "Fund" need not be expended each calendar year and may accumulate for future expenditures consistent with the purpose of the "Fund" as set forth in 5.2 of this Agreement, or a donor's wishes. Page 12 of 15 Pages ---PAGE BREAK--- 5. 5 Anticipated "Entity" contributions. For the first calendar year or any part thereof in which the "Trail" or any portion thereof operates within any jurisdictional boundary after the securing of the "Trail" as provided for in Attachment each "Entity" will contribute to the "Fund" the anticipated sum of $7,500.00. It is further anticipated that thereafter the equal share annual contribution of each "Entity" will not be less than 500. 00 and the amount of such equal share the PTC in contributions shall be recommended by sufficient time to allow each "Entity" to budget its contribution if, in its sole discretion, it chooses to do so. 6. Defense of claims. 6.1 "County", "Pullman", or "Moscow" shall be fully and solely responsible for the defense and payment of all claims for damage or injuries which arise out of the construction, maintenance, operation or use of the "Trail", and occur within their respective jurisdictional boundaries as defined in 1 . 1 . 4 of this Agreement. No other "Entity" shall have any responsibility for any such claim, but shall instead look to the responsible "Entity" to handle and dispose of the claim as it may deem appropriate. These provisions, however, shall not apply to the extent that any such claim arises from the negligence of any other "Entity" (including specifically but not limited to "WSU'' and In such case, the negligent "Entity" shall be responsible to the full extent of its negligence. Nothing in this Agreement shall expose an Idaho "Entity" to liability greater than the limits of the Idaho Tort Claims Act (Title 6, Chapter 9 Idaho Code), or the Recreational Trespass Act (Title 36, Chapter 1 6 Idaho Page 1 3 of 1 5 Pages ---PAGE BREAK--- Code) as now stated or later amended, or any other Idaho law intended to limit the liability of an Idaho public entity. Nothing in this Agreement shall expose a Washington "Entity" to liability limited by Setions 4.24.200 and 4.24.21 0 of the Revised Code of Washington as now stated or later amended, or any other Washington law intended to limit the liability of a Washington "Entity". 7. Effective date and Termination. 7.1 Effective date. This Agreement shall be effective when the last signatory approves or ratifies and executes this Agreement. 7.2 Termination. Once effective, this Agreement shall remain effective until: ( i) the Rail banking Contract between "Pullman", "Moscow", "County", and Palouse River Railroad Company is terminated; or, (ii) by agreement or action of the parties as provided in 2 .7.2. IN WITNESS WHEREOF, the parties to this Agreement have caused it to be executed to be effective as set forth in 7.1 , and each signatory represents that he or she is authorized to sign this Agreement. CITY OF PULLMAN, a municipal corporation of the State of Date: ATTEST: CITY OF MOSCOW, a municipal corporation of the State of Idaho By Y-c4- 2 Mayor Date: ATTEST: Page 1 4 of 1 5 Pages ---PAGE BREAK--- WASHINGTON STATE UNIVERSITY, an institution of higher education of the State of Washington . / j By v+F'::;ide( f6*) Affairs Date: WHITMAN COUNTY, a municipal corporation of the State of Washington By By ;s ione /j ! /A By '11./Ft orrunissio!Ur / . Date: J//u/(J7 7 / Approved as to Form: UNIVERSITY OF IDAHO, an institution of higher education in the State of Idaho By Vice PrJl>Hj.ent \for Finance and Administration ! \ \ ! i ' I \ ! Date: / 2/l ?ë-ì , C- ATTEST: l\foscow Cit')(.Attorney '··æç / , . '7 • . ·.ru ;vê / v / f u Atto.tnet:ifor 4e Regents erf the University of Idaho Page 1 5 of 1 5 Pages ---PAGE BREAK--- 29 July 1996 contract Interim Trail Use and Railbanking Palouse River Railroad Company PUllman, WA; Whitman County, WA; Moscow, ID . WJ:lereas City of.:-IJllman and. County of-Wll.itman (municip_aL corporations ··crf- tne· Sbtte of· Washington} , ··and.· Ci:ty of Moscow- (a municipal corporation of the State of Idaho) (hereinafter collectively referred to as "Purchaser") wish to cooperate in preserving a transportation corridor for possible future rail reactivation and for interim use as a trail; Whereas Pullman Civic Trust (hereinafter referred to as "Civic Trust") (a Washington State non-profit corporation) is prepared to make paymenjs sufficient to defer administrative and overhead costs incurred by Blue Mountain Railroad Company d/b/a Palouse River Railroad Company (hereinafter referred to as "Railroad") (a Washington corporation) in entering into this agreement; Whereas Railroad, although planning to continue to provide freight rail service between PUllman and Moscow through Whitman County, does not require its existing corridor for that purpose and is prepared to cooperate with PUrchaser in preserving that corridor for possible future rail reactivation and in making the corridor available for trail use; Whereas Purchaser and Railroad agree that preserving the corridor for possible future rail reactivation and for interim trail use is in the besj interesjs, now and in the future, of the citizens of PUllman, Moscow, Whitman county and the surrounding area; and Whereas the corridor reactivation region, Civic Trust wishes to facilitate preservation of for interim trail use and possible future rail ( "railbanking") in the best interests of the Purchaser, Railroad and Civic Trust hereby agree as follows: 1. Action at STB. PUrchaser and Railroad shall cooperate in, and use their best effoijs to complete all necessary, filings at the surface Transportation Board (STB) for notices of interim trail use (railbanking) or abandonment for the line ("premises" or "line") more particularly described as MP 19.0 ( approx.) at Kamiaken Street in Pullman to MP 27.50 at Line street in Moscow; provided, however, the any reference to the line shall not be deemed to include the following two segments: MP 25.50 to 26.10 (Segment A) and MP 19.30 to 19.75 (Segment 1 ATTACHMENT ---PAGE BREAK--- The parties acknowledge that they separate notices of exemption or (separate proceedings) :or various necessary. may cooperate in filing petitions for exemption portions of the line if 2. Donation of line and administrative fee. Railroad agrees to donate, and Purchaser agrees to acquire all real _estate interests held by Railroad in the above line, including au· bridges, culverts, similar s.tructures and. ballast; but- not including track, (ii) ties, (iii) other track material and (iv) the two large bridges in Pullman. Railroad also agrees to donate, and Purchaser agrees to acquire, an easement :or a trail in Segment A and Segment B, in order to provide a continuous trail suitable for bicycle, walking, equestrian and other compatible uses. Civic Trust agrees to pay an administrative fee in the amount of fifty thousand dollars ($50, 000.00) in cash to pay administrative and overhead costs incurred by Railroad for this transaction. Railroad shall retain and otherwise dispose of all track, ties, and other track material, and the two large bridges in Pullman. Railroad will arrange for Burlington Northern Railroad or third parties to install a switch to serve the Wilbur-Ellis facility from the Burlington Northern line. Notwithstanding any other provision of this agreement, civic Trust shall be the sole party to this agreement responsible for payment of the $50, ooo for administrative and overhead costs incurred by Railroad for this transaction. In particular, Purchaser shall not be responsible for any payments to Railroad under this agreement or by reason of this agreement. Civic Trust shall be responsible for payment of the $50, 000 as follows: Civic Trust shall pay twenty five thousand dollars ($25,000) to Railroad within ten business days of the effective date of the order of the surface Transportation Board authorizing application of section 8(d) of the National Trails system Act, 16 u.s.c. § 1247(d), to the corridor, unless the effective date is stayed. If more than one proceeding before the Surface Transportation Board is initiated, the initial $25, 000 payment shall be due within ten business days of the effective date of the last order authorizing application of said section 8(d), unless the effective date is stayed. Provided the order remains fully effective, the Civic Trust shall pay the remainder due (namely, the final $25, 000) no later than one calendar year from the date of the initial payment. (ii) Civic Trust represents that it has an option to obtain a loan in the amount of $25, ooo for purposes of making said final payment, and, in the event no other source of funding emerges, Civic Trust agrees to exercise said option to ensure that the final payment is timely made. Upon request by Railroad received at least ten days prior to closing, Civic Trust will supply a letter from the third party (or parties) who have -agreed to make said loan, affirming that· the loan funds are 2 ---PAGE BREAK--- available and that the loan will be made if necessary. (iii) Other than the obligation to pay the $50, 000 for administrative and overhead costs incurred by the Railroad for this transaction, Civic Trust shall not be responsible for any action or failure to act under this agreement, for management_ of the . property Purchaser . acquires pursuant to this agreement in any way, or for any claims or liability of any kind arising out of this agreement, or arising out of the use or occupancy of the property by any party, whether that claim is asserted by Railroad, Purchaser, or a third party, including attorneys' fees, costs, expenses and damages of all kinds. In -""no . . e.vent shalL . . Trust:..ba t:f!lqardecL a.s an:. owner oL -!tnY ·:.=---=Ĵintares.t·in:.:th.e-property; _ . · _ : - Except as provided in subparagraph , Railroad shall cause all track, ties, and other track material to be removed from the line by December 31, 1996, subject to reasonable extensions due to weather · or other good cause. In the event closing occurs before all track, ties, and other track material is removed, Railroad shall have a right of entry for removal of same, provided, however, that Railroad shall be solely liable for any injuries or claims for damages arising out of Railroad's actions and inactions on the corridor. In the event salvage must be expedited to accommodate deadlines imposed by state agencies in connection with trail construction grants, Railroad shall take all reasonable steps to expedite salvage so as to permit compliance with such deadlines. The premises, including all structures, shall be conveyed AS IS, WHERE IS, with no representations as to usability for any particular use; provided, however, that Railroad shall comply with the following conditions upon salvage or removal of track and ties from the property: the premises shall be reasonably cleaned of railroad debris, including broken ties and tie butts, where not employed for continued rail use; (ii) bridges and culverts shall not be damaged, normal ·..;ear and tear excepted, except that the large bridges in Pullman shall be removed; (iii) all road crossings shall be restored to a fashion acceptable to the jurisdiction responsible for said crossing, or, if a private crossing, in a reasonable fashion, employing suitable material and compaction to provide a smooth and reliable surface; (iv) private property rights shall be respected; and salvage operations shall comply with all applicable federal, state and local regulations or requirements relating to said activity on the premises. Payment of the administrative fee provided in this agreement shall not be withheld due to, or conditioned upon resolution of, any disputes relating to compliance with this subparagraph. As additional consideration for this transaction, Purchaser shall furnish legal counsel retained by Purchaser to 3 ---PAGE BREAK--- provide legal assistance, and shall pay the costs and fees .incurred by said legal counsel, including any charge by the surface Transportation Board (STB) , for the 'issuance -of· a notice (or notices) of interim trail use (NITU) invoking section S(d) of the National Trails System Act, 16 u.s.c. § 1247 for the property to be acquired. In the event this contract is terminated for failure to achieve a condition, Purchaser shall t bç .aɽ.posts.-incurred . to· date. í= ?,.cli!lq J,ega:J,_ assiS'tanfle .to .