HomeMy WebLinkAboutR-1991-D5887 Interurban LinesRESOLUTION NO.
I): 58$7
A RESOLUTION 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 1991.
WHEREAS, the City owns a railroad system, donated to the City of
Yakima Valley Transportation 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 1991 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 1991, 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 1(24day of )\CLr- d ,
1991.
ATTEST:
S
City Clerk
Mayor
TROLLEY OPERATING AND INDEMNIFICATION AGREEMENT
THIS AGREEMENT, executed this /5+h day of arch- , 1991,
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 EXHIBIT 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 EXHIBIT
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
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continued operation of the trolley cars as provided by this
agreement, the parties mutually agree as follows:
1. Delivery 9.f Property ta 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 of passengers,
only, as a tourist attraction and promotional activity; and to
activities necessarily related to that operation or otherwise
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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" 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
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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 wi-th w
Las 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 flag
person 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 input 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.
B. Indemnification. YILA shall defend, indemnify, and hold the
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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
contemplated 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 i 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
railroad system described in Exhibit A, together with all
appurtenances, 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
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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 of Yakima
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
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above, or of any change in office address where notice is to be
given, or telephone number.
18. 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, 1992.
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 Exhibit A.
EXECUTED AT YAKIMA, WASHINGTON, the day and year first above
written.
ATTEST:
KAREN S. ROBERTS, City Clerk
City Contract No. 91-20
Resolution D-5887
3//514 t
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CITY OF YAKIMA:
By
R. A. --AIS, Yakima City Manager
YAKIMA INTERURBAN LINES ASSOCIATION INC.
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