HomeMy WebLinkAboutR-2000-116 Issaquah Lease Agreement - Oporto Trolley CarRESOLUTION NO. R-2000-116
A RESOLUTION authorizing and ratifying the signature of the Mayor of the City of
Yakima on an Agreement with the City of Issaquah for the purpose
of leasing Oporto Car No. 1976 to the City of Issaquah.
WHEREAS, the City of Yakima desires to lease the trolley car known as Oporto
Car No. 1976 to the City of Issaquah;
WHEREAS, the City of Issaquah has the experience and expertise necessary to
temporarily operate Car No. 1976 in accordance with the terms and conditions of the
attached "Lease of Trolley Car,"; and
WHEREAS, the City of Issaquah has agreement to refurbish, restore and perform
routine maintenance and repairs to enhance the beauty and prolong the useful life of the
Trolley Car; and
WHEREAS, the City Council deems it to be in the best interest of the City of
Yakima to enter into the attached "Lease of Trolley Car" with the City of Issaquah, now,
therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA:
The signature of the Mayor is hereby authorized and ratified on the attached and
incorporated "Lease of Trolley Car" with the City of Issaquah.
ADOPTED BY THE CITY COUNCIL this 19th day of September, 2000.
ATTEST:
G�% ems_ XJ Cry L
City Clerk
(1k)res/trolley car.rp
ary Place, Mayor
LEASE OF TROLLEY CAR
THIS AGREEMENT, made and entered into the v.) day of
September, 2000, by and between the CITY OF YAKIMA, a Washington municipal
corporation, hereinafter called YAKIMA, and the CITY OF ISSAQUAH, a Washington
municipal corporation, hereinafter called ISSAQUAH.
WITNESSETH:
1. Property Leased. YAKIMA hereby leases to ISSAQUAH
Oporto Car No. 1976, hereinafter called "Trolley Car," and ISSAQUAH hereby hires and
leases the Trolley Car from YAKIMA, upon the terms, covenants and conditions
hereinafter set forth.
2. Term. This lease is for a term of eighteen (18) months
commencing on the first day of September, 2000, and ending on the 31st day March, 2002.
If ISSAQUAH, at the expiration of the original term of this lease, desires to extend the
term of this lease, it shall so notify YAKIMA at least ninety (90) days, but not more than
one hundred and twenty (120) days prior to the expiration of the term of this lease. Any
extension of this lease shall be subject to the mutual written agreement of the parties. In
the event ISSAQUAH continues in possession of the car after expiration of the original
term, or any extended term, ISSAQUAH's possession and use of the Trolley Car shall be
governed by the terms and conditions of this lease, provided that the term shall be
determined by the mutual written agreement of the parties.
3. Transportation and Location of Trolley Car. ISSAQUAH shall
be responsible for the safe transportation of the Trolley Car from its present location in the
City of YAKIMA to the City of ISSAQUAH, and for its safe return to YAKIMA at such
location in the City of YAKIMA as designated by YAKIMA, at no cost to YAKIMA. The
Trolley Car shall be transported by common carrier approved by YAKIMA. Such common
carrier shall provide proof of all risk insurance, at least equivalent to the coverage required
of ISSAQUAH pursuant to this lease. While the Trolley Car is in the possession or under
the control of ISSAQUAH, and not being operated as provided in this lease, the Trolley
Car shall be displayed or stored in a secure and covered location, fully protected from the
weather, vandalism, theft and all other perils.
4. Rent. No rent shall be payable by ISSAQUAH to YAKIMA
pursuant to this lease. The consideration for ISSAQUAH's use of the Trolley Car shall be
ISSAQUAH's faithful performance of the terms and conditions on its part to be performed,
including but not limited to, ISSAQUAH's agreement to refurbish, restore and perform
routine maintenance and repairs to enhance the beauty and prolong the useful life of the
Trolley Car, so that it is returned to YAKIMA in a better condition than when received by
ISSAQUAH.
LEASE - 1
5. Use. ISSAQUAH shall cause the Trolley Car to be operated by
competent persons in a safe, careful and proper manner, and shall comply with all laws,
ordinances and regulations relating to the possession, use, operation or maintenance of the
Trolley Car. To the extent available, volunteers in the City of YAKIMA familiar with the
Trolley Car, may train employees, agents or volunteers of ISSAQUAH in the operation,
safety and maintenance of the Trolley Car. Such training shall not relieve ISSAQUAH of
its responsibilities under this agreement. In all public displays of the Trolley Car,
ISSAQUAH shall publicize that the Trolley Car is from the City of YAKIMA,
Washington. YAKIMA shall be permitted, during week days, to return the Trolley Car to
the City of YAKIMA for use by YAKIMA, provided, that the round trip transportation of
the Trolley Car shall be at YAKIMA's expense. While the Trolley Car is in the possession
or under the control of the YAKIMA, it shall not be subject to the terms and conditions of
this agreement. During the term of this agreement, the Trolley Car shall, at all times, be
deemed to be under the control of ISSAQUAH, except during such times that it is under the
possession and control of YAKIMA.
6. Maintenance and Repair. ISSAQUAH, at its cost and expense,
shall refurbish, restore and perform routine maintenance and repairs to enhance the beauty
and prolong the useful life of the Trolley Car, so as to return the Trolley Car to YAKIMA
in a better condition than it was received by ISSAQUAH. All such refurbishment,
restoration and maintenance and repair work shall be performed in a manner and standard
to preserve the historic nature of the Trolley Car. The work to be performed by
ISSAQUAH on the Trolley Car shall have an estimated value of not less than $5,000.00.
7. Alterations. ISSAQUAH shall not make any alterations,
additions, or improvements to the Trolley Car, without the prior written consent of
YAKIMA. All equipment, accessories, parts and replacements for or which are added to
or become attached to the Trolley Car shall immediately become the property of YAKIMA
and shall be deemed incorporated into the Trolley Car and subject to the terms of this
lease. Any such alterations, additions or improvements authorized by YAKIMA shall be at
ISSAQUAH's sole expense.
8. Warranties. YAKIMA makes no representation or warranty of
any kind, nature or description, express or implied, with respect to the Trolley Car.
ISSAQUAH hereby waives any claim it might have against YAKIMA for any loss,
damage or expense caused by the Trolley Car or by any defect therein, or the use or
maintenance thereof, or any servicing or adjustment thereto.
9. Insurance.
(a) On or before the effective date of this agreement,
ISSAQUAH shall provide to YAKIMA certificates of insurance for the coverages specified
herein showing the type, amount, class of operations covered, effective dates, and date of
expiration of policies. The certificates of insurance shall clearly state who the insurer is,
the amount of coverage, the policy number, and when the policy and provisions are in
0
LEASE -2
effect. Any statement in the certificates to the effect that "the certificate is issued as a
matter of information only and confers no rights upon the certificate holder" shall be
deleted. Unless otherwise noted, the policies shall be in effect for the duration of this
agreement. The policies shall contain a clause that the insurer will not cancel or change the
insurance without giving YAKIMA thirty (30) calendar days prior written notice. . Any
language in the certificates or policies to the effect that "but failure to mail such notice
shall impose no obligation or liability of any kind upon the company" shall be crossed out
and initialed by the insurance agent. All insurance shall be with an insurance company or
companies rated A -VII or higher in Best Guide and admitted in the State of Washington.
ISSAQUAH shall provide YAKIMA with true and correct copies of the insurance policies
on or before thirty (30) days from the effective date of this agreement.
(b) ISSAQUAH shall maintain liability insurance as will provide
coverage for claims for damages for personal injury, including accidental death, as well as
claims for property damage. The amount of insurance to be provided shall be not less than
$1,000,000 combined single limit for bodily injury and property damage, plus umbrella
excess liability insurance in the amount of not less than $1,000,000 in excess of the above
stated primary limits. The policy shall name YAKIMA, its elected officials, officers,
agents, volunteers and employees as additional insureds.
(c) ISSAQUAH shall obtain directors and officers liability
insurance with a minimum limit of $1,000,000 and a maximum retention of $10,000. The
definition of insured under said policy shall include ISSAQUAH, its individual directors,
officers, trustees, employees, and volunteers. Said policy shall have a retroactive date on
or before the effective date of this agreement. Coverage under said policy shall remain in
affect for a one-year period after the expiration/termination date of this agreement with the
same retroactive date either through renewal policies or "tail" coverage on the current
policy.
(d) ISSAQUAH shall carry all risk insurance, or such similar
form of insurance that will insure against physical loss or damage to the Trolley Car. Such
insurance shall provide a limit of not less than $100,000 for the replacement value of the
Trolley Car, and shall provide for losses to be paid to YAKIMA.
(e) The City of ISSAQUAH may, at its option, provide the
insurance coverages required of ISSAQUAH through its self-insurance program, provided
that such program is maintained in accordance with actuarially sound and accepted self-
insurance practices.
10. Indemnity and Damage Waiver. ISSAQUAH assumes all risk
and liability for the transportation, use, operation, maintenance, or storage of the Trolley
Car, and for injuries or death to persons or damage to property arising therefrom,
regardless of the manner in which or to whom, or to what property, the injury or damage
occurred. While the Trolley Car is in the possession of or under the control of
ISSAQUAH, ISSAQUAH agrees to indemnify YAKIMA against and hold YAKIMA
LEASE - 3
harmless from any and all claims, actions, damages, liabilities and expenses, including
attorneys' fees, arising in connection with the Trolley Car, including, without limitation,
the transportation, use, operation, maintenance or storage of the Trolley Car, caused by
ISSAQUAH' s negligence.
11. Default. If ISSAQUAH fails to perform any covenant, condition
or obligation required to be performed by ISSAQUAH under this lease, YAKIMA may
exercise one or more of the following remedies:
(a) Require ISSAQUAH to safely return the Trolley Car to
YAKIMA at such location in the City of YAKIMA as designated by YAKIMA, at no cost
to YAKIMA;
(b) Take possession of the Trolley Car upon reasonable notice or
by court order or other legal process;
in equity.
(c) Pursue any other remedy now or hereafter existing at law or
Notwithstanding any such action, including YAKIMA taking possession of the Trolley
Car, ISSAQUAH shall remain liable .for the full performance of its obligations hereunder.
ISSAQUAH shall pay to YAKIMA all expenses including, without limitation, reasonable
attorneys fees, whether or not in a legal proceeding, incurred by YAKIMA in exercising
any of its rights or remedies hereunder.
12. Ownership of Trolley Car. Ownership of the Trolley Car and all
materials affixed or pertinent thereto shall remain in YAKIMA. ISSAQUAH shall have no
right, title or interest therein except as expressly set forth in this lease.
13. Assignment. ISSAQUAH shall not assign or sublease this lease
or ISSAQUAH's rights without the prior written consent of YAKIMA.
14. Waiver. No waiver, express or implied, by YAKIMA of any
breach by ISSAQUAH of any term, covenant or condition of this lease shall constitute a
waiver of any subsequent breach of a like or other term, covenant or condition.
15. Notices. All notices required under this lease to be given by
either party shall be effective as of the date of personal service thereof or the date of
mailing by certified mail, return receipt requested, postage prepaid, and properly addressed
to the other party at the following address or as the same may be changed from time to
time by written notice to the other party:
LEASE - 4
YAKIMA: CITY OF YAKIMA
129 N. 2nd St.
Yakima, WA 98901
ISSAQUAH: CITY OF ISSAQUAH
P.O. Box 1307
Issaquah, WA 98027
16. Headings. Headings used herein are for convenience only and
are not to be used in construing this agreement.
17. Successors and Assigns. This agreement shall inure to the
benefit of the parties, and shall be binding upon the permitted successors and assigns of
ISSAQUAH.
18. Entire Agreement. .This agreement constitutes the entire
agreement between the parties hereto. There are no understandings, representations or
warranties, express or implied, not contained herein. Said agreement shall not be binding
on YAKIMA unless and until executed by YAKIMA, and no alteration or modification of
said agreement shall be binding on YAKIMA unless and until approved in writing.by
YAKIMA.
EXECUTED on the date and year first above written.
A tost..
Acrim6- ,CTY CLERK
Contract #2000-79
Resolution R-2000-116
4 iesf:
CITY CLERK
LERRK
LEASE - 5
CITY OF YAKIMA
B y ./77
Marys ce, Mayor
CITY OF ISSAQUAH
•
By
Ava Frisinger, Mayor
$ IS,SAQUAH HISTORICAL SOCIETY+
MEMO TO: William R. Cook
Director, Department of Community and Economic Development
City of Yakima
FROM: J. Craig Thorpe
Chairman, Issaquah Valley Trolley
DATE: 9th August, 2000
RE: Trolley negotiations
This memo is to confirm the interest and actions of the Issaquah Historical Society in commencing
discussions with the City of Yakima, WA, about the possible lease of one of Yakima's historic Brill single
truck trolleys. The Issaquah Historical Society (IHS) is proposing to operate a trolley car on the one -mile of
existing track within the city of Issaquah from Sunset Way to Gilman Boulevard. Such operations would
initially be limited to weekend and holiday runs, in a tourist capacity, but would eventually be expanded to
provide regular transportation services.
While negotiations are currently under way for eventual purchase and restoration of a similar trolley car
from another provider, the IHS and the City of Issaquah would like to continue discussions with Yakima
leading to a formal 3 -party contract in the immediate future. The Society would like to have such lease in
place by mid-September, 2000, thereby enabling the trolley to be transported to Issaquah in time for the
Salmon Days festival on the 7th and e of October. Prior to the movement of the trolley car, a suitable and
secure storage/display facility would be constructed. Such lease would extend for possibly 18 months and
would provide for the IHS to do maintenance and some restoration work.
As a demonstration of enthusiasm for this project the City of Issaquah has purchased the right of way
and existing track for just under a million dollars and is working actively with the Society to finalize the
design of the storage/display structure and other site requirements.
The City of Issaquah. and the Historical Society see this project as a creative way to develop a unique
partnership with Yakima. Such a relationship would enable the mutual support of each other's rail
operations: a noteworthy and significant opportunity for leadership given the recent rise of interest in trolley
operations around the country. Further, general tourism, and hence economic development, of both
municipalities would be stimulated by joint advertising and special event operations.
We appreciate Yakima's receptivity to our committee members as well as to these ideas, and anticipate
the formalizing of th' ..posal to the end that the residents and visitors of both cotrununities ill benefit.
.0. Box 695 + Issaquah, WA 98027 ♦ 425/392-3500 info@a lsaaquahhistory.org♦
www.issaquahhistory.org
The Issaquah Valley Trolley Project
A committee of the Issaquah Historical Society
August 24, 2000
Dear Sirs,
As you know, rapid growth hes put Issaquah in a difficult position. Not only is the city choked in traffic, but development is
quickly changing the very character of the city, The historic downtown area is hardest hit — since regional through -tragic
retakes it extremely difficult to visit our historic downtown area
Through large scale projects, such as the restoration of Issaquah's historic railway depot, Gilman Town Hall Museum,
Alexander House (now the visitors center and Chamber of Commerce office), and numerous building facades and outdoor
exhibits, the Issaquah Historical Society and its volunteers can take a lot of credit for preserving and enhancing Issaquah's
character over the years. And we're now in a great position to make another big difference
Issaquah's depot, visitors center and other facilities - such as Gilman Village, the Village Theatre, the Salmon Hatchery and
the Pickering Barn work together with the natural beauty of the surrounding hills to give Issaquah a special charm. Getting
between these facilities by road is a challenge, but Choy are all within close walking distance of Issaquah's intact railroad
tracks, which run a scenic and rarely appreciated course through town, The Issaquah Valley Trolley project offers an
opportunity to use these tracks enhance Issaquah's charm by bringing the community's existing assets together into
something that can be enjoyed as a whole,
The tears has made great progress, and is on the verge of obtaining a working 1920's vintage trolley that will initially provide
service nn weekends and for special events — such as Issaquah's annual Salmon Days festival that attracts over 250,000
visitors in a single weekend. The vision is to start with a doable pilot project to preserve and leverage our assets, which is
carefully planned out to be expandable in later phases into a system that will provide rail based transit services every day of
the year using larger replica trulley vehicles - connecting homes, huainessea, attractions, and civic facilities Prospects for
future system expansion on City and County owned right-of-way look good — and we have been encouraged by our results
participating in public planning processes for the county's least Lake Sammamish Trails project and Issaquah's Picketing
Farm project.
Community support for this project has been fantastic. Many volunteer hour's and monetary donations have been given to the
project - and groups such as the City of Issaquah, Main Street Issaquah and the Chamber of Commerce are active supporters.
Some extremely talented individuals have joined the team, donating time or offering services at sharply reduced fees to help
the project move forward through its visioning and planning phases . Others have volunteered future labor and contracting
skills necessary to actually implement the pilot project and beyond.
Please carefully review our proposal! Let's work together to take advantage of this narrow window of opportunity to preserve
Issaquah's rail corridor and create a transportation system here which fits into Issaquah's community vision,
Sincerely,
David Hangs
President, Issaquah Historical Society
ISSAQUAII HISTORICAL SOCIETY 4
For more information, visit our web site, at www.issaguahhisto .or
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Project
Area
Issaquah Valley
Trolley Project
A `.
BUSINESS OF THE CITY COUNCIL
YAKI1\IA, WASHINGTON
AGENDA STATEMENT
Item No.:
For Meeting of: September 19, 2000
ITEM TITLE: Consideration of a Resolution Ratifying the Lease of a Yakima.Trolley
Car to the City of Issaquah
SUBMITTED BY: V 'Liam Cook, Director of Community and Economic Development
CONTACT PERSON/TELEPHONE: William Cook, Director of Community and
Economic Development (575-6227)
SUMMARY EXPLANATION:
Representatives from the Issaquah Historical Society and the Issaquah Historic Trolley
Association recently visited the City of Yakima to view our trolley equipment. They are
working on the development of a trolley line to attract tourism and support economic
development activities in their community. They are very interested in leasing one Oporto
trolley car from the City of Yakima for a period of approximately 18 months beginning this fall.
We are excited about the possibility of assisting the City of Issaquah as they become the second
(with Yakima) city in Washington state to operate a passenger trolley system. This is a mutually
beneficial arrangement which we recommend because:
1. It will not undermine our ability to operate a system here in Yakima.
(We have other equipment.)
2. Issaquah will, in fact, run our trolley from downtown Yakima to Selah when they
pick it up to assure we operate in FY 2000 and to meet requirements of our
agreement with Selah.
3. Issaquah will invest time and money to further improve our Oporto car.
4. In the long term, Issaquah can become a close ally in developing our system and
promoting tourism in both Issaquah and Yakima.
Continued to next page
Resolution X Ordinance Contract Other Specify Lease Agreement
Funding Source:
APPROVAL FOR SUBMITTAL:
City Manager
STAFF RECOMMENDATION:
Authorize City Manager to Execute Lease Agreement
BOARD/COMMISSION RECOMMENDATION:
COUNCIL ACTION:
We see in this lease, the opportunity to develop a long term relationship with Issaquah that would
include cross marketing of our trolley systems to increase tourism; and sharing of information,
technical assistance and perhaps equipment.
Under the terms of the attached proposed lease between the City of Yakima and the City of
Issaquah:
1. Issaquah will pay for shipment of our Trolley car to and from Yakima
2. Issaquah will display trolley and protect it from weather, vandalism, etc.
3. Issaquah will maintain and improve trolley (estimated value in excess of $5,000)
4. Issaquah will operate trolley with trained operators
5. Issaquah will publicly recognize Yakima's contribution and will promote the City of
Yakima's trolley system.
6. Issaquah will insure Yakima that trolley will be returned in as good or better condition.
Lease would be for 18 months while Issaquah purchases and has restored another trolley in
Texas.
This proposed lease has been developed with input from local trolley volunteers including Jerry
Henderson and Paul Edmondson.
February 26, 2002
William R. Cook
Director,
Dept. of Community and Economic Development
129 N. Second Street
Yakima, WA 98901
Dear Bill,
www.issaquahhistory.org
Once again, many thanks to you and. the City of Yakima for making possible the loan of
trolley # 1976 to the city of Issaquah and the Issaquah Historical Society. You have
helped significantly in establishing a successful start to operations on the Issaquah Valley
Trolley system. We are also pleased that the reorganization of your operation is
progressing well and that you will be starting runs to Selah in the near future. It is with
mixed emotions, then, that we prepare to ship #1976 back to Yakima.
While the onginal lease dictated the car's return in March, recent discussions with Jerry
Henderson indicate that Yakima will not need the car before 201 May. Accordingly, we
request a lease extension to that date. The additional time will enable us to operate for
several more weeks as we negotiate for purchase and restoration of a car of our own.
As with previous moves of the car, we will arrange for shipping with Nelson Trucking
Company.
Thank you for your consideration of this request.
All best wishes,„-
,,,i
ishesf.ui
J. Craig tliorpe
Operations Director,
Issaquah Valley Trolley
4! 9 0] 3 /,)6( _1500
Extension of Agreement Between
The City of Yakima and
The City of Issaquah
This Extension to an existing Agreement (City Contract # 2000-79) is made and
entered into by and between the City of Yakima (hereinafter "Yakima"), and the City of
Issaquah (hereinafter "Issaquah").
Whereas, under City Contract No. 2000-79, Issaquah is currently leasing Oporto
Car No. 1976 ("Trolley Car") from Yakima; and
Whereas, said Agreement will terminate on March 31, 2002; and
Whereas, Issaquah and Yakima desire to extend said Agreement through May
17, 2002; and
Now, therefore, Yakima and Issaquah agree to the following extension of the
existing Agreement:
The term of the Agreement (City Contract # 2000-79) is hereby extended
through midnight May 17, 2002, at which time said Agreement shall
terminate.
Except as expressly modified herein, all other terms and conditions of the
Agreement between Yakima and Issaquah (City Contract # 2000-79 shall remain in full
force and effect.
City of Yakima
By:
City of Issaquah
By:
Dick Zais, C T Manager Ava Frisinger, Mayor
Date: 3 ,a/-02-
Contract
a/--o2
Contract No. 2000-79
RAsnIE pn R-2002-25
City Clerk
(Ik)comm dev trolley lease extension 3-02.pm
Date:
0//6