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HomeMy WebLinkAboutR-1996-170 Lease Agreement / Yakima Interurban Lines Association, Inc., / Electric Railway Street Car / Community & EconomicRESOLUTION NO. R-96-170 A RESOLUTION authorizing and directing the City Manager and City Clerk of the City of Yakima to execute a lease and operating agreement with Yakima Interurban Lines Association, Inc. for electric railway street car operation until the end of 1999. WHEREAS, the City owns an electric railway system, donated to the City of Yakima by the Yakima Valley Transportation Company, over which system the Yakima Interurban Lines Association has for many years operated railroad street cars by agreement with the City, and WHEREAS, Yakima Interurban Lines Association, Inc. desires to continue the street car operation through the end of 1999 as provided by the attached agreement , and WHEREAS, the City Council deems it to be in the best interest of the City that the City enter into the attached agreement, accordingly, now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The City Manager and City Clerk of the city of Yakima are hereby authorized and directed to execute the attached Electric Railway Lease, Operating, And Indemnification Agreement with Yakima Valley Interurban Lines Association, Inc. subject to Yakima Valley Interurban Lines Association, Inc. presenting to the City Manager proof of adequate insurance coverage in conformance with the terms of the agreement. ADOPTED BY THE CITY COUNCIL this flay of December , 1996. ATTEST: ,/Lynn Buchanan, Mayor City Clerk lap/conun&econ development/YIIA/YILA 1996 k-res.lp 12/16/96 3.40 PM RESOLUTION AUTHORIZING 1996 YILA AGREEMENT -- Page 1 ELECTRIC RAILWAY LEASE, OPERATING, AND INDEMNIFICATION AGREEMENT THIS LEASE AGREEMENT, executed this day of December, 1996, by and between the City of Yakima, hereinafter called the City, and Yakima Interurban Lines Association. Inc., hereinafter called YILA: WITNESSETH: WHEREAS, the City owns an electric railway system, with some tracks outside and some tracks inside the Yakima City boundary, consisting primarily of properties of the former Yakima Valley Transportation Company, as those properties were transferred and conveyed to the City by virtue of a "Bill of Donation," a "Donation Quitclaim Deed", and also by a "YVT Blanket Assignment of Third Party Agreements to City of Yakima"; and WHEREAS, the City desires to operate a portion of such electric railroad system which portion is depicted on the map (EXHIBIT A); and WHEREAS, the City owns one electric railway trolley car and exercises the management and control over another trolley car, owned by Yakima County, by virtue of an agreement between the City and Yakima County dated January 29, 1974, which trolley cars have been operated on such electric railroad system for a number of years as a tourism promotion by agreement currently between YILA and the City ; and WHEREAS, inasmuch as Yakima Valley Transportation Company transferred operation of its railroad system and conveyed it to the City, as recited above, YILA desires to continue the operation of the electric railway cars on that portion of such railroad system depicted on EXHIBIT A, and to promote the trolley car rides to promote tourism for the benefit of the general public of the City and its environs; and the City recognizes that the general public will benefit from the continued operation of the trolley cars, and therefore the City is willing to allow YILA to operate the trolley cars on that railroad system depicted on EXHIBIT A as provided by this agreement, NOW, THEREFORE, in consideration of the premises, and of the promises of the parties hereto; and in also consideration of the benefit to inure to the general public of the City and its environs by the continued operation of the trolley cars under by this agreement, the parties mutually agree as follows: 1. DELIVERY OF ELECTRIC RAILROAD SYSTEM TO YILA. The City hereby leases and delivers possession to YILA of all property owned by the City constituting the electric railroad system including, but not limited to, the trolley cars, all equipment acquired from Yakima Valley Transportation Company listed on the Bill of Donation, and the track, catenary, appurtenances, and the real property of the existing system both inside and outside the City boundary as depicted on the attached map and legal description (EXHIBIT A) which is incorporated herein. 2. LICENSES, PERMITS, ETC. Included in the delivery to YILA is the right and responsibility for administration of pipeline crossing licenses, property use permits, lap/coot acts/yila ' 96 agreement 12/13/96 12:09 PM ELECTRIC RAILWAY LEASE, OPERATING, AND INDEMNIFICATION AGREEMENT: PAGE 1 subleases, and similar agreements relating to the use of the property by third parties; and YILA is hereby assigned the right to collect and retain as revenue to YILA all fees provided by such licenses, permits, leases and similar agreements. 3. YILA ACCEPTANCE OF DELIVERY. YILA shall possess the property referred to in Paragraph 1 above. YILA shall maintain an inventory which shall be updated at least yearly, by identifying and making a written list of all equipment, real property, trolleys, barns, and other property related to the maintenance and operation of the trolley cars and the electric railroad system. 4. ELECTRIC RAILWAY SYSTEM OPERATION. YILA shall operate the electric railway trolley cars and trolley system, and further shall administer the railroad system and its related equipment and properties, all without cost or liability burdening the City; and YILA shall assume, perform and otherwise be responsible for all duties, obligations, and liabilities related to possession and operation of the railroad system, its equipment and related properties which would be duties, obligations, or liabilities of the City except for this agreement. 5. SYSTEM USE RESTRICTED. The use made by YILA of the railroad system and related properties and equipment shall be limited to operation of the electric railway trolley cars only for transport of passengers for the benefit and enjoyment of the citizens of Yakima and as a tourist attraction and tourism promotional activity, and to activities necessarily related to such operation or otherwise required to fulfill obligations under this agreement. The use by YILA of the trolleys, tracks or related property or equipment for any other purpose shall constitute grounds for the immediate termination of this agreement by the City. 6. EQUIPMENT MAINTENANCE. Using trolley funds, YILA shall maintain in good repair the trolley cars and all other properties and equipment constituting the system, all without cost to or liability on the part of the City. 7. TRACK MAINTENANCE. Tracks located on any City street shall be maintained so the tops of the rails shall be level with the surface of the street; provided, YILA shall not be required to super elevate or depress one rail of any track or otherwise to change the cross level of any track or tracks contrary to standard railroad engineering practices. YILA shall maintain the surface of the streets between the rails of the tracks and for a distance of eighteen (18) inches on the outside of each rail in a manner satisfactory to the City's Director of Public Works. 8. PERSONNEL. Without cost or liability to the City, YILA shall provide all personnel needed to operate and maintain the trolley cars, property and the trolley system business, with volunteers or staff compensated, with City Council approval, from the Trolley Fund. 9. NEWLY ACQUIRED EQUIPMENT. Any equipment acquired by YILA for use in the trolley operation under this agreement shall remain the property of YILA unless the equipment is attached to or incorporated in property owned by the City so that its removal would result in substantial or irreparable damage to City property, in which event that equipment acquired by YILA shall become City property without payment or other consideration by the City to YILA. Lip/contracts/yila ' 96 agreement 12/13/96 12:09 PM ELECTRIC RAILWAY LEASE, OPERATING, AND INDEMNIFICATION AGREEMENT: PAGE 2 10. YILA AS INDEPENDENT CONTRACTOR. The parties intend that YILA shall manage and operate an electric railway trolley car business, and maintain the equipment and properties, as an independent contractor and not as an agent of the City. YILA shall have the authority to set the amount of fares and to retain all earned income and donations derived from the trolley business. No officer, employee or agent of YILA shall be deemed to be an agent or representative of the City in connection with the trolley operation. No person shall be deemed an employee or agent of the City on the basis that such person acted as an employee of Y1LA or otherwise acted on behalf of YILA . In promoting or operating the electric railway trolleys, YILA shall not use the designation "City of Yakima" or "County of Yakima" in any way which might give the appearance or impression that YILA is an agent of or is otherwise connected with the City or County of Yakima, except as an independent contractor; provided, that the two Brill cars to be operated pursuant to this agreement may retain their names of "City of Yakima" and "County of Yakima". No officer, employee or agent of YILA is authorized to make any statement on behalf of either the City of Yakima or Yakima County. 11. TOURISM PROMOTION. To any extent determined by the City from time to time, the City may cooperate with YILA in the promotion of the electric railway system for the benefit and enjoyment of the citizens of Yakima and as a tourist attraction in the greater Yakima area, but the city shall not be obligated to promote the electric railway system as a tourist attraction in the greater Yakima area. 12. COMPLIANCE WITH LAWS. YILA shall obtain necessary permits or licenses from the City, State or federal government, or any other governmental agency having jurisdiction over the electric railway business by YILA; and YILA otherwise shall operate the electric railway trolley cars, and the system and business, in accordance with all applicable laws, rules and regulations. 13. ADDITIONAL REGULATIONS. In addition to complying with all other applicable laws, rules and regulations, YILA agrees to comply with the following regulations in operating the trolley cars. (a) The speed of trolley cars and all other on-track equipment shall not exceed ten miles per hour on 6th Avenue between Pine Street and Walnut Street, and shall not exceed fifteen miles per hour elsewhere. (b) The electric railway trolleys and other on-track equipment shall not be operated so as to impede traffic north of Pine Street or south of Fruitvale Boulevard during the following time periods on Mondays through Fridays: 1:00 a.m. to 9:00 a.m. 11:30 a.m. to 1:00 p.m. 4:30 p.m. to 6:00 p.m. (c) All trolleys and all other on-track equipment shall obey signals at intersecting streets, and shall be preceded by a flag person at intersections which are protected by stop signs. 14. DEBTS AND LIENS. YILA shall not allow any lien to attach to City property. YILA shall not allow any tax or debt to be imposed on the City as a consequence of Lip/contracts/yila ' 96 agreement 12/13/96 12:09 PM ELECTRIC RAILWAY LEASE, OPERATING, AND INDEMNIFICATION AGREEMENT: PAGE 3 YILA's possession, occupancy or use of City equipment or property. In the event any lien, tax, or debt is incurred or arises by operation of law, YILA shall immediately pay and satisfy such lien tax, or debt. 15. INDEMNIFICATION. YILA shall indemnify and hold the City, and/or its officers, employees, and agents harmless from, and YILA shall defend the City, and/or its officers, employees, and agents against any and all claims, liability, or other obligations based on or resulting from any act or omission of YILA including without limitation, YILA's possession, operation, or maintenance of railway properties, trolley cars, the trolley system, or the trolley business. 16. INSURANCE REQUIREMENT. YILA shall, prior to any possession, operation, or maintenance of railway properties, trolley cars, the trolley system, or the trolley business under this agreement, obtain a general public liability policy insuring against bodily injury and property damage with a combined single limit of not less than one million dollars ($1,000,000) for each incident. The City, and its officers, employees and agents shall be named as insured parties along with YILA. Further, the policy shall insure the contractual undertakings of YILA under this agreement, including the indemnification provisions of paragraph 10.B. above. 17. TRACK PROPERTY PRESERVATION. YILA may protect track property by whatever legal means are necessary, in order to keep the complete electric railway corridor intact and usable. YILA may acquire such additional property as it deems necessary to provide for the trolley operation under this agreement. However, no power of eminent domain is purported to be delegated to YILA by this agreement. Furthermore, nothing in this agreement requires the City to exercise its power of eminent domain for the benefit of YILA or the trolley system or business. 18. RESERVATION OF RIGHTS. The City reserves the right, as against any claim by or detriment to YILA, to control and regulate the public streets and other railway property over which any rail tracks traverse, and to improve its streets and street right-of-way, and to install and maintain sewers, water mains or any other public works. The City reserves the right to sell that portion of the railroad system described in Exhibit A, together with all appurtenances. In the event of the conveyance of the aforementioned portion of the railroad system, the City shall notify YILA in writing prior to any transfer. From and after said transfer YILA shall not perform any activity covered by this agreement on said portion of the system without the written approval of the City. 19. TROLLEY FUND. Funds received from the salvage of abandoned portions of the YVT system and other sources shall be used for capital improvements to the system at the City Council's discretion based on recommendations from YILA. 20. ASSIGNABILITY. No rights under this agreement may be assigned by YILA to any other person, corporation or association without the City's prior written consent. 21. DEFAULT - TERMINATION A. Notice Of Default - Termination. In the event of failure or default by YILA in satisfying any duty or obligation under this agreement, the City may terminate lap/cont acts/yila ' 96 agreement 12/13/96 12:09 PM ELECTRIC RAILWAY LEASE, OPERATING, AND INDEMNIFICATION AGREEMENT: PAGE 4 this agreement by delivering to YILA written notice of default and intent to terminate. Such notice shall specify the act or omission which constitutes the default. In the event YILA fails to cure such default within forty-five (45) days from the delivery of the notice, then this agreement shall automatically terminate. B. Immediate Termination. The provisions of paragraph 21.A. above shall not apply to a breach of this agreement by YILA in expanding its operations beyond the transport of passengers, only, as a tourist attraction and promotion activity; nor shall those provisions apply in the event YILA fails to obtain or maintain in full force and effect the insurance policy required by this agreement. In either such event, this agreement will terminate immediately on notice by the City to YILA. 22. NOTIFICATION Any notice by either party to the other pertaining to this agreement or the trolley operation shall be given in writing and delivered by certified mail or by personal service as follows: City of Yakima Yakima Interurban Lines Association c/o City Manager P. O. Box 649 129 North 2nd Street Yakima, Washington 98907 Yakima, Washington 98901 (509) 575-1700 (509) 575-6040 23. YILA OFFICE LOCATION. YILA shall maintain an office at the address stated above, or at some other place within the City of Yakima, with a telephone or telephone recording device. YILA shall immediately notify the City in writing of any change in the name of the responsible person to receive notification under Paragraph 21.A above, or of any change of the office address where notice is to be given, or YILA's telephone number. 24. TERM. This agreement shall be effective when signed by an authorized representative of each party, and shall terminate at 12:01 a.m. on January 1, 2000. 25. NO WARRANTIES. The City of Yakima makes no warranties, expressed or implied, as to any aspect of any trolley cars, or other property, real or personal, or the railway system. EXECUTED AT YAKIMA, WASHINGTON, the day and year first above written. CITY OF YAKIMA By Dick Zais, Yakima City Manager ATTEST: KAR ,City C erk By YAKIMA INTERURBAN LINES ASSOCIATION, INC. y George Irtrtes, President , Vice%?dent City Contract No. 9 -1/ c' Resolution l n -/?f lap/contracts/yila ' 96 agreement 12/13/96 12:09 PM ELECTRIC RAILWAY LEASE, OPERATING, AND INDEMNIFICATION AGREEMENT: PAGE 5 Hamman-Miller-Beauchamp-Deeble POBox 1520 3633 E. Broadway Long Beach, CA 90801-1520 AVG THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POUCIEE BELOW. COMPANIES AFFORDING COVERAGE A St Paul Fire & Marine Co LETTER Yakima Interurban Lines Assn., Inc. DBA: Yakima Electric Railway Museum P.O. Box 649 Yakima, WA 98902 COMPANY 8 LETTER COMPANY `► LETTER COMPANY D LETTER COMPANY E LETTER .1171177. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE USTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POUCY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POUCIES. UMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CO LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE (MINDD/YY) POLICY EXPIRATION DATE (M/NOD/TY) UNITS A GENERAL UA TY X COMMERCIAL GENERAL LIABIMTY CLAMS MADE X OCCUR. OWNER'S 1 CONTRACTOR'S PROT CK06101189 06/19/96 06/19/97 GENERAL AGGREGATE 2,000,000 AGG. PERSONAL & ADV. INJURY $ 1,000,000 $ 1,000,000 EACH OCCURRENCE s 1,000,000 FIRE DAMAGE (Any ons firs) $ 100,000 MED. EXPENSE (My one person $ 5,000 AUTOMOBILE UABIUTY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS X HIRED AUTOS X NON -OWNED AUTOS GARAGE LABILITY CK06101189 06/19/96 06/19/97 COMBINED SINGLE LIMIT $ 1,400,000 BODILY INJURY (Per per) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE $ EXCESS UAMITY OTHER THAN UMBRELLA FORM OCCURRENCE AGGREGATE WORKER'S COMPENSATION AND EMPLOYERS' IIABIUTY STATUTORY LIMITS EACH ACCIDENT $ DIS UNIT $ SEASE--EACH EMPLOYEE t OTHER OESCAPTION OF OPERATIONS/L.00ATIONSNEHICLESISPECIAL ITEMS CITY OF YAKIMA, YAKIMA COUNTY DEPT. OF ECOLOGY, THEIR AGENTS, EMPLOYEES, AND ELECTED AND APPOINTED OFFICIALS ARE LISTED AS ADDITIONAL INSURED, PER THE ATTACHED ENDORSEMENT. CITY OF YAKIMA 129 N. 2nd Street Yakima, WA 98901 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL YEMLIVAIDIS MAIL DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, AUTHORIZED REPRESENTATIVE INSURED: Yakima Interurban Lines Assn., DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/SPECIAL ITEMS - (Continued): CHANGE OF LIMIT ENDORSEMENT - GENERAL TOTAL LIMIT APPLIES PER WORK SITE OR PROJECT - LS INCLUDED. STOP -GAP EMPLOYER'S LIABILITY ENDORSEMENT IS ALSO INCLUDED. h 0 0 1 0 COPY COMMERCIAL GENERAL LIABILITY PROTECTION COVERAGE SUMMARY This Coverage Summary shows the limits of coverage that apply to your Commercial General Liability Protection. It also lists those endorsements, if any, that must have certain information shown for them to apply. SflbuI Limits Of Coverage General total limit $2,000,000 Products and completed = work total limit. * 1C 0 0 2 CK06101189 751 rniiiiiiiiininniiiiinuiiiiiii $1,000,000 Personal injury each person limit. $1,000,000 Advertising injury each person limit $1,000,000 Each event limit. Premises damage limit. Medical expenses limit. $1,000,000 $100,000 $5,000 IMPORTANT NOTE: Retroactive Date: The retroactive date applies only if the Commercial General Liability Protection - Claims -Made insuring agreement is a part of this policy. However, if no date is shown above and the claims -made agreement applies, we'll consider the retroactive date to be the same as the beginning date of this policy. Named Endorsement Table Important Note: Only endorsements that must have certain information shown for them to apply are named in this table. The required information follows the name of each such endorsement. Other endorsements may apply too. If so, they're listed on the Policy Forms List. Described Person or Organization Endorsement - Add1 Prot Persons Person or Organization CITY OF YAKIMA, YAKIMA COUNTY, DEPT OF ECOLOGY, THEIR P E US, EMPLOYEES, AND QED AND APPOINTED OFFICIALS 129 N. 2ND STREET YAKIMA, WA 98901 Name of Insured Policy Number CK06101189 Effective Date , 06/19/97 YAKIMA INTERURBAN LINES ASSOC., INC. Processing Date 07/12/96 47110 Ed.4-91 Printed in U.S.A. Coverage Summary 0 J DESCRIBED PERSON OR ORGANIZATION ENIIORSEMENT — m0 ADDITIONAL PROTECTED PERSONS 0 V 8 0 z • • 1C002CK06101188753 IlUIIflhIIIIRIIIIlrnIIumIIlrnIu This endorsement changes your Commercial General Liability Protection. How Coverage Is Changed We explain what we mean by your work in the Products and completed work total limit The following is added to the Who Is Protected section. Under This Agreement section. This change adds certain protected persons and limits their protection. Other Terms Described person or organization. The person or organization shown in the Coverage Summary as a described person or organization is a protected person. But only for covered injury • or damage that results from; •premises you own, rent or tease; or •your work. All other terms of your policy remain the same. 43356 Ed.7-85 Printed in U.S.A. Endorsement Pi:;Ift 1of1 STOP—GAP EMPLOYER'S LIABILITY ENDORSEMENT This endorsement changes your Commercial General Liability Protection. muStFttull How Coverage Is Changed There are three changes which are explained below. 1. The following is added to the Employer's liability exclusion. This change broadens coverage. But we won't apply this exclusion to bodily injury to your employees, if those employees are reported and declared under the workers compensation law of a state shown in the Coverage Summary. 2. The following is added to the Intentional bodily injury or property damage exclusion. This change broadens coverage. But we won't apply this exclusion to bodily injury to your employees if: •those employees are reported and declared under the workers compensation law of a state shown in the Coverage Summary; and •you neither expected nor intended such bodily injury. 3. The following are added to the Exclusions - What This Agreement Won't Cover section. This change excludes coverage. Unlawful employment. We won't cover liability that results from bodily injury to any employee while employed in violation of law with your actual knowledge or the actual knowledge of any of your executive officers. Vessel employees. We won't cover liability that results from bodily injury to any employee while employed as a master or member of the crew of any vessel. Aircraft employees. We won't cover liability that results from bodily injury to any employee while employed as a member of the flying crew of any aircraft. Federal laws. We won't cover liability that results from bodily injury to any employee while employed in work subject to any of the following laws, or amendments to these laws: •Longshore and Harbor Workers' Compensation Act. •Nonappropriated Fund Instrumentalities Act. •Outer Continental Shelf Lands Act. •Defense Base Act. •Federal Coal Mine Health and Safety Act of 1969. •Federal Employer's Liability Act. •Migrant and Seasonal Agricultural Worker Protection Act. •Any other federal workers or workmen's compensation law or other federal occupational disease law. Failure to comply with workers compensation law. We won't cover liability that results from bodily injury to any employee when your failure to comply with the workers compensation law in a state shown in the Coverage Summary causes you to: •lose your common law defenses; or •incur a penalty. Other Terms All other terms of your policy remain the same. 43934 Rev.11-93 Printed in U.S.A. Endorsement cSt.Paul Fire and Marine lns,irance Co.1993 Ail Rights Reserved Page 1 of 1 BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEMENT ITEM NO. D FOR MEETING OF: December 17.1996 ITEM TITLE: Authorization to renew lease with the Yakima Interurban lines Association and Indemnification Agreement 1997 SUBMITTED BY: Glenn J. Valenzuela, Director, Community & Economic CONTACT PERSON / TELEPHONE: Glenn J. Valenzuela (575-6113) SUMMARY EXPLANATION: The lease with the Yakima Interurban Line Association expires at the end of December 1996. Attached for your review is the Yakima Interurban Line Association Operating and Indemnification Agreement for 1997. The agreement has been modified to cover a period of three years. Resolution Ordinances Contract Other YILA Agreement Funding Source: APPROVED FOR SUBMITTAL: City Manager STAFF RECOMMENDATION: City Council authorize the City Manager to sign YILA Operating and Indemnification Agreement for 1997 BOARD RECOMMENDATIONS: COUNCIL ACTION: Resolution adopted. Resolution No. R-96-170