HomeMy WebLinkAboutR-1990-D5720 Yakima Interurban Lines Association (trolleys)•
A RESOLUTION
RESOLUTION NO. 72 0
authorizing and directing the City Manager and City
Clerk of the City of Yakima to execute an agreement
with Yakima Interurban Lines Association, Inc. for
trolley car operation for 1990.
WHEREAS, the City owns a railroad system, donated to the City
by Yakima Valley Tranportation Company, over which system the
Yakima Interurban Lines Association has previously operated
trolley cars as a tourist promotion activity by agreement with the
City, and
WHEREAS, Yakima Interurban Lines Association, Inc. desires to
continue the trolley car operation for the year 1990 as provided
by the attached agreement document; and the City Council deems it
to be in the best interests of the City that the attached
agreement be executed, 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 an agreement with Yakima
Valley Interurban Lines Association, Inc. for 1990, 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 "Trolley Operating and
Indemnification Agreement", which is attached hereto and by
reference made a part hereof.
ADOPTED BY THE CITY COUNCIL this
1990.
ATTEST:
4111It<cuLf2,-- A
City Clerk
•
Cifv\-C—
day of
Qat
May r
10
TROLLEY OPERATING AND INDEMNIFICATION AGREEMENT
THIS AGREEMENT, executed this 1st day of January
1990, 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 a railroad 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 has substantially reduced the size of such
railroad system and desires to operate a portion of such railroad
system which portion is depicted on the map (EXHIBIT A), and
WHEREAS, for the purpose of current storage of railroad
equipment, the City occupies real property owned by Yakima Valley
Transportation Company consisting of premises depicted on the
attached map (EXHIBIT B) leased to the Yakima Interurban Lines
Association, and
WHEREAS, the City owns one 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 railroad system for a number of years as a
tourist promotion by agreement currently between the YILA and the
City of Yakima, and
WHEREAS, inasmuch as Yakima Valley Transportation Company
discontinued its operation of that railroad system and conveyed
most of it to the City, as recited above, the YILA desires to
continue the operation of the trolley cars on that portion of such
railroad system depicted on EXHBIT A and to promote the trolley
car rides as a tourist promotion activity 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 EXHBIT A as provided by this agreement now,
therefore,
In consideration of the premises, and the promises of the
parties hereto; and in further consideration of the benefit to
inure to the general public of the City of Yakima and its environs
by the continued operation of the trolley cars as provided by this
agreement, the parties mutually agree as follows:
1. Delivery of Property to YILA
A. (1) Delivery of Railroad System. The City shall
deliver possession to YILA of all property owned or claimed by the
City constituting the 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 right-of-way of the
existing system both inside and outside the City boundary as
depicted on the attached map (EXHIBIT A) which is incorporated
herein.
(2) Licenses, Permits, Etc. Included in the delivery to
YILA is the right and responsibility for the administration of
pipeline crossing licenses, right-of-way use permits, leases, and
similar agreements relating to the use of the right-of-way 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.
B. Use of Car Barn. The City does hereby grant to YILA the
use of the car barn owned by the City on land owned by Yakima
Valley Transportation Company referred to on the attached map
(EXHIBIT B) which is incorporated herein.
2. YILA Acceptance of Delivery
A. Acceptance of Delivery. YILA shall possess the property
referred to in Paragraph 1 hereinabove. YILA shall inventory and
maintain yearly, by identifying and make a written list of all
equipment, right-of-way, trolleys, barns, and all other property
related to the maintenance and operation of the trolley cars and
the railroad system.
3. Trolley System Operation - Use Restricted
A. System Operation. YILA shall operate the trolley cars
and trolley system, and further shall administer the railroad
system and its related equipment and properties, all without cost
to or liability on the part of the City; and YILA shall perform
and otherwise be responsible for obligations related to the
possession and use of that railroad system, its equipment and
related properties which would otherwise be obligations of the
City in the absence of this agreement.
B. Use Restriction. The use to be made by YILA of the
railroad system and related properties and equipment shall be
limited to the operation of the trolley cars for the transporting
-2-
of passengers, only, as a tourist attraction and promotional
activity; and to activities necessarily related to that operation
or otherwise required to perform obligations under this agreement.
The use of 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.
4. Maintenance
A. Maintenance of Equipment. YILA shall maintain in good
repair the trolley cars and the properties and equipment
constituting the system to be operated by YILA, all without cost
to or liability on the part of the City.
B. Track Maintenance. Tracks which are located on the
portion of any City street right-of-way shall be maintained so
that the tops of the rails thereof shall be level with the surface
of the streets on which such tracks are located; provided, YILA
shall not be required to superelevate or depress one rail of any
track or otherwise to change the crosslevel 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.
5. Personnel
YILA shall provide all personnel for the operation and
maintenance of the trolley cars, property and the trolley system
business, all without cost, or liability on the part of, the
City.
6. Newly Acquired Equipment
Any equipment acquired by YILA for use in the trolley
operation contemplated by 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.
7. YILA as Independent Contractor.
It is the intention of the parties that YILA shall manage and
operate a trolley 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. In promoting or operating
the trolleys, YILA shall not use the designation "City of Yakima"
_3_
or "County of Yakima" in any way which might give the appearance
or impression that YILA is and agent of or otherwise connected
with the City or County of Yakima, except as an independent
contractor; provided, that the two trolley cars to be operated
pursuant to this agreement may retain their names of "City of
Yakima" and County of Yakima".
8. Tourist Promotion
To the extent to be determined by the City from time to time,
the City may cooperate with YILA in the promotion of the trolley
system as a tourist attraction in the greater Yakima area.
9. Compliance With Laws - Additional Regulations
A. 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 trolley
business by YILA; and YILA otherwise shall operate the trolley
cars, and the system and business, in accordance with all
applicable laws, rules and regulations.
B. Additional Regulations. In addition to complying with
all other applicable laws, rules and regulations, YILA agrees to
comply with the following additional regulations in operating the
trolley cars:
(1) The speed of the trolley cars and all other on -track
equipment shall not exceed five miles per hour on 6th Avenue
between Pine Street and Walnut Street, and shall not exceed twelve
miles per hour elsewhere.
(2) The trolleys and other on -track equipment shall not be
operated North of Pine Street and South of Fruitvale Boulevard
during the following time periods on Mondays through Fridays:
Hours Prohibited:
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.
(3) All trolleys and all other on -track equipment shall obey
signals at intersecting streets, and shall be preceded by a
flagperson at intersections which are protected by stop signs.
10. Indemnification
A. Debts and Liens. YILA shall allow no liens to attach to
City property nor any tax or debt to be inputed to the City by
YIL's possession, occupancy or use of City equipment or property;
and in the event any such debt, tax, or lien is incurred or arises
by operation of law, YILA shall immediately pay and satisfy the
indebtedness, tax, or lien.
-4-
B. Indemnification. YILA shall defend, indemnify, and hold
the City, its employees, officers and agents harmless from all
claims, liability or damage based on or resulting from the
execution of this agreement or its performance including, but not
limited to, the operation and maintenance of the right-of-way, or
the operation of the trolley cars and the trolley system and
business, including but not limited to all of the promises made in
this agreement by YILA.
11. Insurance Requirement
Prior to its commencement of the trolley operation
contemplated by this agreement, YILA shall 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 of Yakima, its
officers, employees and agents shall be named as insured parties
along with YILA. Further, the policy shall insure the contractual
undertakings of YILA by its execution of this agreement, including
the indemnification provisions of paragraph 10 B. immediately
hereinabove.
12. Right -Of -Way Preservation
YILA may protect the track right-of-way by whatever legal
means are necessary, in order to keep the complete right-of-way
intact and usable. YILA may acquire such additional right-of-way
and property as it deems necessary to provide for the trolley
operation contempleted by this agreement. However, no power of
eminent domain is purported to be delegated to YILA by this
agreement; and this provision is not intended to require the City
to exercise its power of eminent domain for the benefit of YILA or
the trolley system or business.
13. Reservation Of Rights
A. The City reserves the right, as against any claim by or
detriment to YILA, to control and regulate the public streets and
other right-of-way over which any rail tracks traverse, and to
improve its streets and right-of-way, and to install and maintain
sewers, watermains and any other public works.
B. The City reserves the right to sell that portion of the
railraod system described in Exhibit A, together with all
appurtences, from a point 1000 feet south of the center line of
Southern Avenue in Selah, Washington to the northern terminus of
said system in Selah, Washington. 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.
14. Trolley Fund
Funds received from the salvage of abandoned portions of the
YVT system shall be used for capital improvements to the system at
the City's sole discretion.
15. Assignability
The rights of this agreement shall not be assigned by YILA to
any other person, corporation or association without the prior
written consent of the City.
16. Default - Termination
A. Notice Of Default - Termination. In the event of the
default by YILA in its performance of this agreement, the City may
terminate this agreement by delivering to YILA a written notice of
intent to terminate, which notice shall specify the act or lack of
performance which constitutes the default. In the event YILA
fails to cure the 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 16.A
immediately hereinabove shall not apply to a breach of this
agreement by YILA in expanding its operations beyond the
transporting of passengers, only, as a tourist attraction and
promoting 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.
17. Notification - YILA Office Location
A. 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
Office of City Manager
City Hall
129 North 2nd Street
Yakima, Washington
(509) 575-6040
Yakima Valley Interurban Trolley
Lines
P.O. Box 649
Yakima, Washington 98907
(509) 575-1700
B. 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 18.A above, or of any change in office address where
notice is to be given, or telephone number.
-6-
•
•
•
18. Term
This agreement shall be effective when signed by an
authorized reqpresentative of each party, and shall terminate at
12:01 a.m. on January 1, 1991.
19. Disputed Right -Of -Way
Both parties recognize that third persons may claim ownership
of certain stretches of right-of-way described on Exhibit A. the
parties recognize that the City does not warrant or guarantee
title to, or the right of use of any right-of-way described in
Exhibite A.
EXECUTED AT YAKIMA, WASHINGTON, the day and year first above
written.
ATTEST:
kcoup„
KAREN S. ROBERTS, C
CITY OF YAKIMA:
j CM1C-
ty Clerk
City Contract No. CIO -I
Resolution 1)-5-7.10
R. A. ZAIS-,:akima City Manager
YAKIMA INTERURBAN LINES
ASSO TION,INC.
By
By
-7-
i
.•
••4. 'r ,L•iw r•••:••••+• s •••••• ••w •. .•►•+�.•• 10.044•
■(it !;
4.
• .` ,ISM Pi ;';'. i;•t
N
8
• •••
• r • •
4 .f
4160004.10000
EXHIBIT B