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HomeMy WebLinkAboutYakima Valley Trolleys - Storage agreementSTORAGE AGREEMENT City of Yakima And Yakima Valley Trolleys THIS STORAGE AGREEMENT (the "Agreement") is entered into and effective as of the day of January, 2026 (herein the "Effective Date"), by and between the City if Yakima, a municipal corporation ("City"), and Yakima Valley Trolleys, a Washington nonprofit corporation ("YVT"). I. Recitals A. The City is a municipal corporation duly formed and existing under the laws of the State of Washington and owns property located at 404 South Third Avenue, Yakima, Washington, 98901, which has historically housed the City's trolley system, trolley bam, museum, and other associated personal property related to the trolley and/or interurban railway system owned by the City. B. YVT is a non-profit organization that previously held a contract to operate and maintain the City's trolley system, museum, and other associated personal property related to the trolley and/or interurban railway system owned by the City and use the trolley barn and adjacent property to store relevant and associated YVT personal property. The contract was not renewed by the City Council prior to its termination date on December 31, 2025. C. Due to the type and size of YVT's personal property located on -site, and the coordination it will take to remove that personal property, as well as the Council's upcoming continuing conversation about the City's trolley/interurban line system, the City believes it is appropriate to allow YVT additional time to store and remove its assets from the City's property. This storage agreement will allow for the storage of YVT's assets for a limited period of time to coordinate removal. II. Agreement In consideration of the mutual covenants, conditions and benefits in this Agreement, the City and YVT agree as follows: 1. The Premises. The City hereby agrees to allow YVT to store its personal property in and upon the following property (hereinafter referred to as "Premises"): 404 South 3rd Avenue, Yakima, Washington, 98901. Yakima County Parcel Number 181324-44465. 2. Term. The parties agree and understand that this Agreement is to allow YVT additional time to make arrangements to remove its personal property from the Premises. As such, the initial term of this Agreement is through 11:59 p.m. on January 31, 2026. The term can be renewed on a monthly basis for up to five additional months upon notice by YVT to the City, in writing, at least five days in advance of the end of a term. 3. Use. This is solely a storage agreement. The Premises shall not be used for public events, private events, be open to the public, or maintenance or operation of the trolley/interurban line in any manner. Use of the Premises for something other than storage shall be deemed a default and YVT agrees that in case of default for violation of this section, this Agreement shall immediately terminate upon notice from the City. Other than the right to storage granted under this Agreement, YVT has fully vacated the Premises and has no right to possess the same. This Agreement does not give YVT authority to maintain or operate any City personal property or do any work to City personal property on the Premises. 4. Non -Exclusive Use. The Parties acknowledge that the facility is used for both storage of City personal property associated with the trolley/interurban line, and YVT personal property. Neither party should interfere with the personal property or assets of the other without notification and approval of the party owning the personal property. Both parties will have access to the Premises during the term of this Agreement. 5. Fee. The monthly fee for storage shall be Two Hundred Fifty Dollars ($250.00). For the initial term, the fee shall be paid at the time of signing this Agreement. For any subsequent terms, the fee must be paid in full prior to the beginning date of the new term. 6. Condition and Surrender of Premises. YVT agrees that the Premises is in good condition and is in as good a state and condition as when originally received by YVT under the Operation License which expired on December 31, 2025. YVT agrees that at the expiration of this Agreement, it will remove its personal property and surrender to the City the Premises in as good a state and condition as when received by YVT at the beginning of the Operation License which expired on December 31, 2025, or as improved thereafter. YVT shall deliver all keys to said property to the City Community Development Director on or before the termination date of this Agreement. 7. Compliance with Environmental Laws. a. YVT represents, warrants and agrees that it will use the Premises, and store and remove its personal property in compliance with all applicable environmental laws. As used in this 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.G. § 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 Premises 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 Agreement, "Hazardous Substances" shall include all those substances identified as hazardous under the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. sec. 9601 et.seq., and the Washington Model Toxic Control Act, RCW 70.105D et.seq. Within three days of execution of this Agreement, YVT shall provide the City with a written list of any substances/materials/products necessary to store personal property on the Premises 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 three business days after receiving said list. In the event the City's approval is granted, YVT shall dispose of such in a legal manner according to applicable laws and regulations. c. YVT agrees to protect, indemnify and hold harmless the City from and against any claims or losses arising out of, or related to, the presence or release of any hazardous substances by YVT while performing this Agreement, except to the extent caused solely by the City. YVT agrees to cooperate in any environmental investigations conducted by the City or independent third parties where there is evidence of contamination on the Premises, or where the City is directed to conduct such audit or investigation by an agency or agencies having jurisdiction. YVT shall provide the City with notice of any inspections of the Premises, notices of violations, and orders to clean up contamination. d. Failure to provide information pursuant to this Section shall result in immediate termination of this Agreement. 8. General Indemnification and Hold Harmless. YVT shall take all necessary precautions in storing its personal property on the Premises. The City shall not be responsible for any damages to YVT's property during storage or pursuant to this Agreement. 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, including any claims arising from the removal of personal property from the Premises at the end of this Agreements term. YVT waives all claims against the City associated with the storage of its personal property and/or assets on the Premises. 9. No Insurance Provided to YVT. The City shall not provide insurance to cover damages or loss to YVT's personal property or assets stored on the Premises. YVT is responsible for procuring its own insurance for its personal property stored on the Premises. 10. No Assignment. This Agreement, or any interest herein, or claim hereunder, shall not be assigned or transferred in whole or in party by YVT to any other person on entity. 11. Waiver of Breach. A waiver by either party hereto of a breach of the other party hereto of any covenant or condition of this 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 to insist upon strict performance of any condition of this 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 Agreement, covenant, condition, or right. 12. Severability. If any provision of this Agreement is determined to be invalid and unenforceable, all of the other provisions of this 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. 13. Termination. Unless otherwise indicated herein, the City may terminate this Agreement, with or without cause, prior to the end of any terrn,. with fifteen days' prior written notice. YVT may terminate this Agreement upon three business.days' notice. No pro rata portion of the fee will be returned in the event YVT terminates the Agreement. If the City terminates the Agreement, a pro rata amount of the fee will be returned to YVT. 14. Survival. Any provision of this Agreement which imposes an obligation after termination or expiration of this Agreement shall survive the term or expiration of this Agreement and shall be binding on the parties to this Agreement. 15. Notices. Unless stated otherwise herein, all notices and demands shall be in sent or hand delivered to he parties to their addresses as follows: TO CITY: TO YVT: Community Development Director City of Yakima 129 North 2"d Street Yakima, WA 98901 President, Yakima Valley Trolleys P.O. Box 796 Yakima, WA 98907 President, Yakima Valley Trolleys 313 North 3rd Street Yakima, WA 98901 ng and 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. 16. Governing Law and Venue. This Agreement shall be governed by the laws of the State of Washington. The venue for any action to enforce or interpret this Agreement shall lie in a court of competent jurisdiction that is located in Yakima County, Washington. 17. Integration. This written document constitutes the entire Storage Agreement between the City and YVT and supersedes any and all previous written and/or oral agreements between the parties. There are no other oral or written agreements between the parties as to the matters covered herein. NO changes or additions to this Agreement shall be valid or binding upon either party unless such change or addition be in writing and executed by both parties. CITY OF Y By. Date: ATTEST oria Baker, inda Ibarra, Ci City Contract No.: 2074 60 nager YAKIMA VALLEY TROLLEYS By: Ken Johfl,se President of the Board / Date: @ -`