HomeMy WebLinkAbout09/16/2025 09.D. Resolution authorizing an Operation License Agreement with Yakima Valley Trolleys, a non-profit corporation r--
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BUSINESS OF THE CITY COUNCIL
YAKIMA, WASHINGTON
AGENDA STATEMENT
Item No. 9.D.
For Meeting of: September 16, 2025
ITEM TITLE: Resolution authorizing an Operation License Agreement with Yakima
Valley Trolleys, a non-profit corporation (General Fund)
SUBMITTED BY: Bill Preston, Community Development Director
SUMMARY EXPLANATION:
The City of Yakima desires to execute an operation license agreement with the Yakima Valley Trolleys, a
non-profit corporation, authorizing the organization to operate and maintain the electrical railway system
and museum of the City of Yakima. The current agreement expires September 30, 2025.
The funding for the system is provided through the City of Yakima's budget process. $10,000 is
transferred annually to the Trolley Fund (162) from the Streets Fund (141). The Streets Fund also sets
aside $10,000 for moderate maintenance needs. This agreement's term is through December 31, 2029.
ITEM BUDGETED: N/A
STRATEGIC PRIORITY 24-25: A Resilient Yakima
RECOMMENDATION: Adopt Resolution.
ATTACHMENTS:
Resolution YVT Agreement 2025.rev.V2.docx
YVT Operating Agreement 2025-2029.final v2.pdf
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RESOLUTION NO. R-2025-
A RESOLUTION authorizing an agreement with Yakima Valley Trolleys to operate,
maintain, and promote the City of Yakima's electric railway system and
museum.
WHEREAS, the City of Yakima (City) owns an interurban electrical railway system and
museum located at 306 West Pine Street; and
WHEREAS, on July 7, 2020 the City adopted R-2020-075 to accept Operation License
Agreement with Yakima Valley Trolleys (YVT), a non-profit corporation to operate and maintain
the electric railway systems and museum, which is set to expire on September 30, 2025; and
WHEREAS, the trolley system and its trolley cars are part of Yakima's history, as is
evidenced in the trolley museum and through the trolley rides offered by Yakima Valley Trolleys;
and
WHEREAS, the electric railway system and museum are used by residents, tourist, and
the public and encourages tourism; and
WHEREAS, funding for the system is provided through the City's budget process and
the General Fund; and
WHEREAS, the City wishes to enter into an agreement to continue the relationship
between it and Yakima Valley Trolleys to operate and maintain the system and the museum for
the benefit of residents and visitors of Yakima; and
WHEREAS, the City Council of the City of Yakima finds that entering into a new
agreement with Yakima Valley Trolleys is in the best interests of the City and its residents; now,
therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA:
The City Manager is hereby authorized to execute the Operation License Agreement
between the City of Yakima and the Yakima Valley Trolleys, a non-profit corporation, authorizing
said organization to operate and maintain the electrical railway system and museum of the City
of Yakima. Said Agreement is attached hereto and fully incorporated herein.
ADOPTED BY THE CITY COUNCIL this 16th day of September, 2025.
Patricia Byers, Mayor
ATTEST:
Rosalinda Ibarra, City Clerk
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OPERATION LICENSE AGREEMENT
BETWEEN THE CITY OF YAKIMA
AND
YAKIMA VALLEY TROLLEYS
THIS OPERATION LICENSE AGREEMENT (hereinafter "License Agreement") is made
and entered into by and between the City of Yakima, a Washington municipal corporation
(hereinafter the "City"), and the Yakima Valley Trolleys, a Washington non-profit corporation
(hereinafter"YVT").
WHEREAS, YVT desires to operate and use the City's electric railway system as shown
in the Exhibits to this Agreement during calendar years 2025 through 2029.
WHEREAS, the City is willing to grant an operation license to YVT to operate the City's
electric railway system in accordance with the terms and conditions of this License Agreement.
WHEREAS, the City will provide a Trolley Liaison to attend YVT Board meetings and assist
the YVT with agreement compliance and guidance regarding City policies and procedures.
NOW, THEREFORE, in consideration of the mutual covenants, promises, terms and
conditions set forth herein, it is agreed by and between the City and YVT as follows:
1. Use and Operation License.
a. YVT is licensed to use, operate, maintain and promote the City's electric railway
system and electric railway museum located at 306 West Pine Street. Said license to use,
operate, maintain and promote said system shall include but not be limited to the authority to:
Operate, use and promote the City's electric railway system, including
trolley cars, engines, way cars, associated railway rolling stock, and electric railway system parts,
overhead wiring, track, supplies, tools, machines, and other associated equipment and materials.
A map of the electric railway system is attached hereto as Exhibit "A" and incorporated herein by
this reference. YVT shall provide the Community Development Director, or their designee, with a
written operation schedule for each year on or before February 1st of the calendar year, except
the calendar year 2025, when the written operation and promotion schedule shall be provided
within thirty (30) days of the date YVT signs this Agreement. Updates and additions to the
operation schedule should be forwarded to the Community Development Director in a timely
manner.
ii. Operate, use and promote the City's electric railway museum located at
306 West Pine Street, Yakima, Washington, including associated exhibits, gift shop, ticket office,
and restrooms. A map and legal description of the railway museum site is attached hereto as
Exhibit "B" and incorporated herein by this reference. YVT shall provide the Community
Development Director, or their designee, with a written museum operation schedule at the same
time it provides the operation schedule outlined in section 1a(i) above. Updates and additions to
the operation schedule should be forwarded to the Community Development Director in a timely
manner, and before any updates in the schedule are implemented.
iii. Store and maintain the City's electric railway system, including trolley cars,
engines, way cars, associated railway rolling stock, and electric railway system parts, overhead
wiring, track, supplies, tools, machines, and other associated equipment and materials. Said
electric railway system trolleys, cars, engines, equipment, parts, supplies, tools, machines and
other materials will be stored neatly in and upon the subject property located at 306 West Pine
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Street, Yakima, Washington.
b. An inventory of the City's electric railway system, including trolley cars, engines,
way cars, associated railway rolling stock, and electric railway system parts, overhead wiring,
track, supplies, tools, machines, and other associated equipment and materials is attached hereto
as Exhibit "C" and incorporated herein by this reference. YVT shall update this inventory as
necessary and provide an updated Exhibit to the City to attach to this Agreement. Failure to
update the inventory list may be considered a default.
2. Electric Railway System and Museum Use Restricted.
a. Electric Railway System Use Restriction. The operation, use and promotion license
granted herein for the City's electric railway system shall be restricted to the use and operation of
the electric railway system on a non-profit basis for the transport, benefit, and enjoyment of the
public, as an educational resource, as a tourist attraction and a tourism promotional activity, and
to activities necessary for the maintenance and operation of the electric railway system.
b. Electric Railway Museum. The operation, use and promotion license granted
herein for the City's electric railway museum shall be restricted to the use and operation of the
electric railway museum on a non-profit basis for the benefit, education and enjoyment of the
public, as a tourist attraction and a tourism promotional activity, and to activities necessary for the
care and maintenance of the electric railway museum.
3. Maintenance.
The Trolley system is an asset of the City of Yakima. Any work on a building, within the right-of-
way, or improvement to any physical asset associated with the Trolley system that meets the
definition of a `public work' under RCW 39.04 shall be performed in compliance with RCW 39.04
and any other applicable requirements under Washington law. Nothing in this Agreement is
intended to expand or limit the definition of a `public work' beyond what is set forth in RCW 39.04.
a. General Maintenance. In consideration of the license granted herein, YVT
assumes responsibility for and agrees to maintain the City's electric railway system, including
trolley cars, engines, way cars, associated railway rolling stock, and electric railway system parts,
overhead wiring, track, supplies, tools, machines, associated equipment and materials and the
electric railway museum in good repair and in as clean, neat and orderly manner as reasonably
possible. YVT must coordinate all significant general maintenance work with the, Community
Development Director, or their designee. Significant general maintenance work shall be defined
as any work within the City R/W, work requiring the use of any City funding including the Trolley
Fund over $1000.00, or work with an estimated cost exceeding $5,000.00. This includes work or
additions to a building or structure that is not already present, work on trolley tracks or poles,
landscaping improvements not already installed, replacement of track, ties, catenary lines, poles,
lighting, and bridge work.
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4. Budaet and Expenditures.
The City has created Fund 162 — Trolley for administration costs associated with maintenance
and operation of the electric railway system and electric railway museum. $10,000 yearly may be
available to YVT to provide for overhead costs if appropriated by the City Council, in its sole
discretion. YVT shall submit quarterly invoices for administration costs. Certain recurring
administration expenditures, mutually agreed upon by the City and YVT and designated herein
under Exhibit D, shall be considered routine and shall be approved by the Community
Development Director without delay, subject to the availability of funds. Those expenditures from
Fund 162 —Trolley not considered routine will be covered under section 4 (b). Failure to submit
quarterly invoices may result in non-payment or untimely payment from the City.
a. Annual Operation and Maintenance Budget. YVT shall submit a proposed annual
budget of expenditures relating to Fund 162—Trolley to the Community Development Director for
the operation and maintenance of the electrical railway system and the electrical railway museum.
This proposed budget shall be submitted during the City Council's normal budget preparation
cycle in October of the year before the proposed annual budget is to be implemented. YVT will
coordinate with the Community Development Director or their designee to provide a budget
consistent with City format for timely internal review by the City. The first year of the agreement
the budget proposal for 2025 is due to the City by June 30, 2025. Any requests for reimbursement
exceeding the Fund 162 amount shall be rejected. YVT is responsible for all expenses in excess
of the Fund 162 balance unless otherwise outlined in this Agreement or approved by the City
Council.
b. City Approval Required for Maintenance and Operation Expenditures. To the
extent that YVT requires and seeks funding from the City for any expense and/or costs related to
the maintenance and/or operation of the City's electrical railway system and electrical railway
museum, beyond those expenditures mutually agreed upon in advance by the YVT and City under
Exhibit D, YVT shall seek and obtain approval of the City before incurring the respective expense
and/or costs in accordance with the following:
• The Community Development Director or their designee must review and
approve all expenses/costs of$2,500 or less.
• The City Manager or their designee must review and approve all
expenses/costs between $2,500.01 and $10,000.
• The City Council must review and approve all expenses/costs in excess of
$10,000.
• No expenditure may be made from the trolley fund established under YMC
Chapter 3.95 without Community Development Director approval and can
only be used for the purposes specified in YMC § 3.95.010.
• Failure to receive approval prior to expenditures may result in expenses not
being eligible for reimbursement and/or denial of reimbursement requests.
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c. Compliance with City Purchasing Policies. YVT shall comply with applicable City
purchasing policies, procedures and instructions when purchasing equipment, materials, and
supplies necessary for the operation and maintenance of the electrical railway system with funds
provided and/or obtained by the City for trolley purposes. YVT shall work through the Trolley
Liaison to purchase all such equipment, materials and supplies purchased with funds provided
and/or obtained by the City in the name of the City. Purchasing policies are found online and will
be provided upon request to YVT. YVT should consult Purchasing, or the Trolley Liaison,
whenever purchasing equipment, materials, and supplies. Failure to follow City purchasing
policies will result in denial of reimbursement for expenses.
d. Revenues from Operation of the Electrical Railway System and Electric Railway
Museum. Fare revenue derived from the operation of the electrical railway system and electric
railway museum shall be used in accordance with YMC §3.95.010 for the acquisition, operation,
maintenance and capital improvements of the electrical railway system and electric railway
museum and for no other purposes. Should this Agreement be terminated for any reason, any
funds obtained prior to termination still held by YVT shall be transferred to the City to be used in
accordance with YMC 3.95.010 and this Section.
e. Revenues from Other Sources. Should YVT derive revenue from sources other
than from the operation of the electrical railway system and electric railway museum, such as, but
not limited to, donations to YVT, gift shop sales, charter fees, special events, or membership dues
to YVT, those revenues are solely the property of YVT to be used as YVT deems appropriate for
YVT and/or the electrical railway system and electric railway museum.
Yakima Valley Trolleys (YVT) shall obtain written approval from the City of Yakima's
Community Development Director prior to initiating contact with potential funding sources or
submitting any grant applications or requests for capital improvement funding related to City-
owned trolley infrastructure or equipment. This requirement applies specifically to activities
involving capital projects. Written approval is not required for routine YVT fundraising activities or
events intended to support maintenance and operations, including those at which general
donations are accepted.
Safety and Accident Reaortina Reauirements. When operating and maintaining the electrical
railway system and museum under this License Agreement, YVT shall comply with safety and
accident reporting requirements of the City of Yakima and any other applicable federal, state
and/or local laws, rules, and regulations. YVT shall prepare a Safety Plan within three(3) months
of execution of the agreement. The Plan will include how YVT will conduct operations to ensure
volunteer and passenger safety as well as reporting accidents to the City. The Plan should be
similar to plans in accordance with WAC 468-550-040(4). The Safety Plan shall be approved by
the Community Development Director. Failure to operate under an approved Plan may be
considered a default.
Notification and Investigation of Accidents. YVT shall be responsible for and shall comply with all
notification, reporting and investigation requirements of the approved Safety Plan regarding
accident, incident, or unacceptable hazardous conditions as those terms are defined in the Safety
Plan, including but not limited to: notifying the City within twenty-four(24) hours of the occurrence
of any reportable incident, or the discovery of any unacceptable hazardous condition; and
investigating all reportable incidents and unacceptable and issuing a written investigation report
to the City within forty-five (45) calendar days after the occurrence of the incident, or discovery of
the unacceptable hazardous condition. Failure to comply with this section shall result in
termination of this Agreement.
5. Surrender of Property. YVT agrees that at the expiration of this License Agreement,
YVT will quit and surrender to the City the electric railway system and electric railway museum.
YVT shall surrender the electric railway system and electric railway museum in as good a state
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and condition as when received by YVT or as improved thereafter, with the exceptions of ordinary
wear and tear, theft, vandalism, natural or manmade disaster, or other circumstances beyond
YVT's control. YVT will deliver all keys to said property to the City Community Development
Director.
6. Term. The term of this License Agreement shall commence on January 1, 2025 and shall
terminate at midnight, December 31, 2029, unless sooner terminated by either party in
accordance with Section 24 of this License Agreement.
7. Inspection and Audit. YVT shall maintain (in accordance with generally accepted
accounting practices) books, accounts, records, documents and other materials related directly
or indirectly to the costs, expenses and revenues of the operation and maintenance of the City's
electric railway system and electrical railway museum as licensed under this License Agreement.
All such books, accounts, records, documents and other materials shall be subject to inspection
and audit at reasonable times by representatives of the City and/or of the Washington State
Auditor. YVT shall make such books, accounts, records, documents and other materials available
and shall afford the proper facilities for such inspection and/or audit within forty-eight (48) hours
of inspection/audit notification from City representatives and/or the Washington State Auditor.
Such books, accounts, records, documents and other materials may be copied by representatives
of the City and/or of the Washington State Auditor as part of such an inspection/audit. YVT shall
preserve and make available all such books, accounts, records, documents and other materials
for a period of at least three (3) years after termination of this License Agreement. In addition,
and as a non-profit corporation, YVT shall maintain and make available its tax returns to anyone
who desires to review and inspect such tax returns as applicable by IRS law. Upon termination
of the agreement, YVT shall provide all tax returns for all years YVT operated under this
Operations and Maintenance Agreement.
8. Independent Contractor Status of YVT. YVT and the City understand and expressly
agree that YVT is an independent contractor with regard to the use, operation, promotion and
maintenance of the City's electric railway system and electric railway museum under this License
Agreement. No officer, employee, volunteer, and/or agent of YVT shall act on behalf of or
represent him or herself as an agent or representative of the City. No officer, employee, volunteer,
and/or agent of YVT shall make any statement in the name of or on behalf of the City. YVT, as an
independent contractor, assumes the entire responsibility for using, operating, promoting, and
maintaining the electric railway system and electric railway museum. YVT and its officers,
employees, volunteers, agents and/or subcontractors shall make no claim of City employment nor
shall claim against the City any related employment benefits, social security, and/or retirement
benefits. Nothing contained herein shall be interpreted as creating a relationship of servant,
employee, partnership or agency between YVT and the City.
9. Taxes and Assessments. YVT shall be solely responsible for compensating its
employees, agents, and/or subcontractors and for paying all related taxes, deductions, and
assessments, including but not limited to, federal income tax, FICA, social security tax,
assessments for unemployment and industrial injury, and other deductions from income which
may be required by law or assessed against either party as a result of this License Agreement.
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10. Nondiscrimination Provision. During the performance of this License Agreement, YVT
shall not discriminate in violation of any federal, state, and/or local law and/or regulation on the
basis of race, age, color, sex, religion, national origin, creed, marital status, political affiliation, or
the presence of any sensory, mental or physical handicap. This provision shall include but not be
limited to the following: employment, upgrading, demotion, transfer, recruitment, advertising,
layoff, or termination, rates of pay or other forms of compensation, selection for training, and the
provisions of services under this License Agreement.
11. The Americans with Disabilities Act. YVT shall comply with the Americans with
Disabilities Act of 1990, 42 U.S.C. § 12101 et seq. (ADA), and its implementing regulations, and
Washington State's anti-discrimination law as contained in RCW Chapter 49.60 and its
implementing regulations ("WLAD"), with regard to the activities and services provided pursuant
to this License Agreement. The ADA and the WLAD provide comprehensive civil rights to
individuals with disabilities in the area of employment, public accommodations, public
transportation, state and local government services, and telecommunications.
12. Compliance With Law. YVT shall obtain and maintain all permits and/or licenses from
the City, state and/or federal government necessary and/or required to use, operate, promote and
maintain the City's electric railway system and electric railway museum under this License
Agreement. Further, YVT shall use, operate, promote and maintain the City's electric railway
system and electric railway museum under this License Agreement in full compliance with any
and all applicable laws, rules, and regulations adopted or promulgated by any governmental
agency or regulatory body, whether federal, state, local, or otherwise.
13. Debts and Liens. YVT shall not permit/allow any lien to attach to the City's electric railway
system, electric railway museum and/or any other City property. YVT shall not permit/allow any
debt to be imposed on the City as a result of YVT's use, operation, promotion and/or maintenance
of the City's electric railway system and electric railway museum under this License Agreement.
In the event of any such lien and/or debt, YVT shall immediately take all necessary steps to have
the City and City property legally released from said lien and/or debt.
14. Compliance With Environmental Laws.
a. YVT represents warrants and agrees that it will use, operate and maintain the
City's electric railway system and/or electric railway museum in compliance with all applicable
environmental laws. As used in this License Agreement, "Environmental Laws" means all federal,
state and local environmental laws, rules, regulations, ordinances, judicial or administrative
decrees, orders, decisions, authorizations or permits, including, but not limited to, the Resource
Conservation and Recovery Act, 42 U.S.C. § 6901, et. seq., the Clean Air Act, 42
U.S.C. § 7401, et seq., the Federal Water Pollution Control Act, 33 U.S.C. § 1251, et seq., the
Emergency Planning and Community Right to Know Act, 42 U.S.C. § 1101, et seq., the
Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 2601, et
seq., the Oil Pollution Control Act, 33 U.S.C. § 2701, et seq., and any Washington or other
comparable local, state, or federal regulation, statute, ordinance and/or law pertaining to the
environment or natural resources.
b. Toxic or hazardous substances are not allowed on the subject property
without the express written permission of the City and under such terms and conditions as may
be specified by the City. For the purposes of this License Agreement, "Hazardous Substances,"
shall include all those substances identified as hazardous under the Comprehensive
Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq., and the
Washington Model Toxic Control Act, RCW 70.105D et seq. Within thirty (30) days of execution
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of this Agreement, YVT shall provide the City with a written list of any
substances/materials/products necessary to operate, use and maintain the City's electric railway
system and electric railway museum that have specific MSDS storage or use requirements. The
City shall notify YVT in writing of the City's approval or rejection of the list of
substances/materials/products no later than thirty (30) days after receiving said list. In the event
the City's approval of the use of any particular listed substance/material/product is granted, the
disposal of such must be done in a legal manner according to applicable laws and regulations by
the YVT.
c. YVT agrees to protect, indemnify and hold harmless the City from and against
any claims or losses arising out or related to the presence or release of any hazardous substances
by YVT while performing this Agreement, except to the extent caused by spilling, generating,
handling, disposing, or releasing of hazardous waste or substances, by the City, its agents,
employees, or contractors or third parties. YVT may operate, use and store standard products
and equipment such as batteries in order to conduct business provided such use is in accordance
with all applicable environmental federal, state and local laws, requirements and regulations.
YVT agrees to cooperate in any environmental investigations conducted by the City or
independent third parties where there is evidence of contamination on the subject property, or
where the City is directed to conduct such audit by an agency or agencies having jurisdiction.
YVT shall provide the City with notice of any inspections of the subject property, notices of
violations, and orders to clean up contamination.
d. Failure to provide this information may result in termination of the agreement
per Section 24.
15. General Indemnification and Hold Harmless.
a. YVT shall take all necessary precautions in performing its obligations under this
Agreement to prevent injury to persons or property. YVT agrees to release, indemnify, defend,
and hold harmless the City, its elected and appointed officials, officers, employees, agents,
representatives, insurers, attorneys, and volunteers from all liabilities, losses, damages, and
expenses related to all claims, suits, arbitration actions, investigations, and regulatory or other
governmental proceedings arising from or in connection with this Agreement or the acts, failures
to act, errors or omissions of YVT, or any of YVT's agents or subcontractors, in performance of
this Agreement, except for claims caused by the City's sole negligence.
b. Industrial Insurance Act Waiver. It is specifically and expressly understood that YVT
waives any immunity that may be granted to it under the Washington State industrial
insurance act, Title 51 RCW, solely for the purposes of this indemnification. YVT's
indemnification shall not be limited in any way by any limitation on the amount of damages,
compensation or benefits payable to or by any third party under workers' compensation
acts, disability benefit acts or any other benefits acts or programs. YVT shall require that
its subcontractors, and anyone directly or indirectly employed or hired by YVT, and anyone
for whose acts YVT may be liable in connection with its performance of this Agreement,
comply with the terms of this paragraph, waive any immunity granted under Title 51 RCW,
and assume all potential liability for actions brought by their respective employees. The
Parties acknowledge that they have mutually negotiated this waiver.
c. Should a court of competent jurisdiction determine that this Agreement is subject to
RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to
persons or damages to property caused by or resulting from the concurrent negligence of
YVT and the City, YVT's liability, including the duty and cost to defend, shall be only to the
extent of YVT's negligence.
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d. Nothing in this section or this Agreement shall be construed to create a liability or a right
of indemnification in any third party.
e. The terms of this section shall survive any expiration or termination of this
Agreement.
16. Liability Insurance. The City agrees to provide YVT with liability and directors and
officers insurance, each with a minimum liability limit of $2,000,000 combined single limit bodily
injury and property damage. Said policy shall be in effect for the duration of this License
Agreement. The policy shall name the City, its elected officials, officers, agents, and employees
as additional insureds. The insurance shall be with an insurance company or companies rated A-
VII or higher in Best's Guide and admitted in the State of Washington.
17. Documents. Records. and Records Retention.
a. The records relating to this Agreement shall, at all times, be subject to inspection by and
with the approval of the City, but the making of (or failure or delay in making) such
inspection or approval shall not relieve YVT of responsibility for performance of this
Agreement, notwithstanding the City's knowledge of defective or non-complying
performance, its substantiality or the ease of its discovery. YVT shall provide the City
sufficient, safe, and proper facilities, and/or send copies of the requested documents to
the City. Contractor's records relating to this Agreement will be provided to the City upon
the City's request.
b. YVT shall promptly furnish the City with such information and records which are related to
this Agreement as may be requested by the City. Until the expiration of six (6) years after
termination of this Agreement, or for a longer period if required by law or by the
Washington Secretary of State's record retention schedule, YVT shall retain and provide
the City access to (and the City shall have the right to examine, audit and copy) all of
YVT's books, documents, papers and records which are related to this Agreement. If any
litigation, claim, or audit is started before the expiration of the six-year period, the records
shall be retained until all litigation, claims or audit findings involving the records have been
resolved.
c. All records relating to this Agreement must be made available to the City, and the records
relating to this Agreement are City of Yakima records. They must be produced to third
parties, if required pursuant to the Washington State Public Records Act, Chapter 42.56
RCW, or by law. All records relating to YVT's responsibilities under this Agreement must
be retained by YVT for the minimum period of time required pursuant to the Washington
Secretary of State's records retention schedule.
d. Nothing in this Agreement shall be interpreted to require YVT to disclose records that are
unrelated to the performance of this Agreement(including personnel files or trade secrets that
have no direct bearing on the contractual obligations) unless disclosure of such records is
specifically required by law.
e. The terms of this section shall survive any expiration or termination of this Agreement.
18. Assianment. This License Agreement, or any interest herein, or claim hereunder, shall
not be assigned or transferred in whole or in part by YVT to any other person or entity
19. Waiver of Breach. A waiver by either party hereto of a breach of the other party hereto
of any covenant or condition of this License Agreement shall not impair the right of the party not
in default to avail itself of any subsequent breach thereof. Leniency, delay or failure of either party
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to insist upon strict performance of any License Agreement, covenant or condition of this License
Agreement, or to exercise any right herein given in any one or more instances, shall not be
construed as a waiver or relinquishment of any such License Agreement, covenant, condition or
right.
20. Severability. If any provision of this License Agreement is determined to be invalid and
unenforceable, all of the other provisions of this License Agreement shall remain valid and
enforceable notwithstanding, unless the provision found to be invalid and unenforceable is of such
material effect that this Agreement cannot be performed in accordance with the intent of the
parties in absence thereof.
21. Ambiguities Shall Not Be Construed Against the Drafter. Both the City and YVT have
participated in the drafting of this License Agreement. As such, the parties agree that the common
law principles of construing ambiguities against the drafter shall have no application to this
License Agreement.
22. Termination. Either party, through their respective representatives who have signed this
Agreement, or their successors, may terminate this License Agreement, with or without cause, by
giving the other party sixty (60) calendar days prior written notice of termination.
23. Survival. Any provision of this License Agreement which imposes an obligation after
termination or expiration of this License Agreement shall survive the term or expiration of this
License Agreement and shall be binding on the parties to this License Agreement.
24. Notices. Unless stated otherwise herein, all notices and demands shall be in writing and
sent or hand delivered to the parties to their addresses as follows:
TO CITY: Community Development Director
City of Yakima
129 North Second Street
Yakima, WA 98901
TO YVT: President
Yakima Valley Trolleys
P.O. Box 796
Yakima, WA 98907
Or for hand delivery:
Yakima Valley Trolleys
313 N 3rd St
Yakima, WA 98901
or to such other addresses as the parties may hereafter designate in writing. Notices and/or
demands shall be sent by registered or certified mail, postage prepaid, or hand delivered. Such
notices shall be deemed effective when mailed or hand delivered at the addresses specified
above.
25. Governina Law. This License Agreement shall be governed by and construed in
accordance with the laws of the State of Washington.
26. Trolley Liaison. The YVT shall allow the City to have a liaison to attend Board meetings.
Said Liaison shall be a City employee appointed by the City Manager and shall not have any
voting rights on the Board. The Liaison may attend YVT Board meetings and assist the YVT with
232
agreement compliance and guidance regarding City policies and procedures.
27. Venue. The venue for any action to enforce or interpret this License Agreement shall lie
in a court of competent jurisdiction that is located in Yakima County, Washington.
28. Intearation. This written document constitutes the entire License Agreement between the
City and YVT and supersedes any and all previous written and/or oral License Agreements
between the parties. There are no other oral or written License Agreements between the parties
as to the matters covered herein. No changes or additions to this License Agreement shall be
valid or binding upon either party unless such change or addition be in writing and executed by
both parties.
CITY OF YAKIMA YAKIMA VALLEY TROLLEYS
By: By:
Victoria Baker, City Manager Ken Johnsen, President of the Board
Date: Date:
ATTEST:
City Clerk
City Contract No.
233
Exhibit A
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234
Exhibit B
City of Yakima Property for the Yakima Valley Trolleys (YVT1
Parcel #181324-44465
Yakima County Assessor's Legal Description for this parcel# 181324-44465
County Narrative Description : LUND'S ADDTO NORTH YAKIMA: PT BLK 255&VAC ALLEY&VAC ST DESC
AS FOL: BEG NE COR SD BLK 255, TH S 71^23' 15""W 187 FT ,TH S 18^37' 15"" E 177 FT, TH N 63^ 37' 15"" E
51 FT,FT, TH S 18^3715""E 153.76 FT, TH N 71^2315""E 138.45 FT TO E LN OF SD BLK 255, TH N
18^3715""W AL SD E LN TO POB
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11 Trolley Barn
Yakima El:ctric
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235
EXHIBIT"C"
An inventory of the electric railroad system owned by the City of Yakima
As of January 27, 2025, compiled by Kenneth G. Johnsen.
Items located on City property which are not owned by the City are not included in this
list.
1. Approximately 5 miles of standard gauge track located in the YVT yard, on Pine
Street; on North 6th Avenue, in Selah Gap and in Selah.
2. Approximately 5 miles of overhead contact system, portions of which are
temporarily removed due to theft or accidental damage.
3. Structures
A. Powerhouse
B. Carbarn
C. Oil Shed
D. Pegram Truss Bridge at Naches River
4. Locomotives, trolley cars and freight cars
A. Master Unit#21, Brill, 1930
B. Master Unit #22, Brill, 1930
C. Oporto #1776, STCP, 1928
D. Oporto #1976, STCP, 1928
E. Freight Motor#298, General Electric, 1922
F. Line Car#A, Niles Car Company, 1910
G. Tank Car U.P. #68130, 1958
H. Flatcar YVT#1014, 1928
I. Flatcar YVT#1015, 1928
5. Three four-wheel track push cars
6. Motor Vehicles
A. Chevrolet YVT#A-6, 1968
B. International Harvester YVT#A-7, 1956
C. Chevrolet van #Yakima Interurban Trolley Lines
7. Track materials in YVT yard
A. Approximately 300 railroad ties
B. Approximately 65 33-foot lengths of 60# rail
C. Switch points and frogs for approximately 12 turnout switches.
D. 9 railroad crossing sign posts
E. 20 pallets of tie plates (mostly 60# rail, some 90# rail)
F. 9 pallets offish plates (mostly 60# rail, some 90# rail)
G. 7 pallets of other miscellaneous track parts H
H. 2 Nelson in-street switch machines
I. 13 standard YVT switch machines
J. 3 barrels of railroad spikes
K. 1 barrel of track bolts
L. 2 pair truck hyrail wheels (enough for one truck)
M. 2 couplers and other miscellaneous railcar parts
N. 5 5000-foot spools of guy wire
O. 3 3000-foot spools of aluminum feeder wire (damaged by vandals)
P. 6 spools messenger wire
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8. Carbarn main room
A. Motor/generator set #3
B. Two wheel grinder
C. Belt drive machine shop equipment
1. General Electric motor
2. Hallidie Machinery Company lathe
3. National Machinery Company milling machine
4. Hallidie Machinery Company milling machine
5. Cincinnati Shaper Company 20-inch shaper
D. Press
E. 5 spare trolley poles with harps and wheels
F. 57 mast arm assemblies
9. Carbarn forge room
A. Blacksmith's forge and hood
B. Assorted blacksmith's tools
C. P & H arc welder on highway wheels
10. Carbarn Office
A. Desk
B. Table and 10 folding chairs
C. Air conditioner
11.Carbarn tool room
A. Assorted hand tools (drills, wrenches, hammers, screwdrivers, saws, etc.)
B. Assorted spare parts for trolleys
C. Assorted spare parts for overhead wire
D. Assorted railroad crossing signs
12.Carbarn sand room
A. Assorted outdoor tools (shovels, rakes, picks, bars, brooms, etc.)
B. 6 track jacks
C. Gas powered rail saw
D. Rail drill
E. Assorted road work signs
F. 3 large cones
G. Miscellaneous other materials and parts
13. Powerhouse main room
A. Motor/generator#1
B. Motor/generator#2
C. Switching equipment for motor/generators #1 and #2
D. Rectifier#1
E. Rectifier#2
F. Rectifier#3
G. Dynamic brake unit#3
H. Automatic voltage sensing unit
I. Cabinet with spare parts for rectifiers
J. YVT McKee waiting-station
237
K. 2 donation boxes
L. 2 rows of five theater seats
M. Television and VCR on portable dolly
N. Bathroom with toilet, 1911 sink and inline water heater.
14. Powerhouse gift shop
All items, display cases and cash register are Yakima Valley Trolleys property.
15.Powerhouse vault
Storage for Yakima Valley Trolleys' records and proprietary items.
16.Powerhouse office
A. Desk and chair
B. Typewriter
C. Adding machine
D. Mimeograph machine
E. 4 file cabinets
F. YVT Telephone
17. Fuel shed
A. Assorted lubricants for trolleys
B. Assorted paints
C. Electric gasoline pump
D. Fuel for power car
238
Exhibit D
The following items are mutually agreed upon by the City and YVT to be recurring
administration expenditures which YVT shall routinely submit to the City for prompt
reimbursement from Fund 162 — Trolley, subject to availability of funds. Backup material
for all reimbursement items must be provided.
1. Gas utility bills
2. Electric utility bills
3. Water and sewer utility bills
4. Solid waste utility bills
5. Phone, internet, and telecommunications bills
239