HomeMy WebLinkAboutR-1994-161 Yakima Interurban Lines AssociationRESOLUTION NO. R94-161
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 for 1995
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 for the year 1995 as provided by the
attached agreement document; and
WHEREAS, the City Council deems it to be in the best interest 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 the attached agreement with Yakima
Interurban Lines Association, Inc. for 1995 subject to Yakima Interurban
Lines Association, Inc. presenting to the City Manager proof of adequate
insurance coverage in conformance with the terms of the "Electric Railway
Lease, Operating and Indemnification Agreement" which is attached hereto
and by reference made a part hereof.
ADOPTED BY THE CITY COUNCIL this2othday
A1`IEST:
City Clerk
of December ,1994.
gaz
Mayor
ELECTRIC RAILWAY LEASE, OPERATING, AND INDEMNIFICATION AGREEMENT
THIS LEASE AGREEMENT, executed this O '`'' day of b , 1994,
by and between the City of Yakima, hereinafter called the City, and Yakima Interurban Lines Association.
Inc., hereinafter called YILA:
SD
WITNESSETH: SSC
WHEREAS, the City owns an Inc railway system, with some tracks outside and some tracks
inside the Yakima City boundary;) onsistntac ely of properties of the former Yakima Valley
Transportation Company, as those prod - ictk nsferred and conveyed to the City by virtue of a 'Bill
of Donation', a "Donation Quitclaim- -•", and also by a 'YVT Blanket Assignment of Third Party
Agreements to City of Yakima"; anctGOO
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, 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, bams, 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.
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ELECTRIC RAILWAY LEASE, OPERATING,
AND INDEMNIFICATION AGREEMENT: PAGE 1
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 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. 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 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.
8 . PERSONNEL. YILA shall provide all personnel needed to operate and maintain the trolley cars,
property and the trolley system business, without cost or liability to the City.
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.
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 YILA 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 and agent of or is 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". No officer, employee or agent of YILA is authorized to make any statement on behalf of either
the City of Yakima or Yakima County.
1 1 . TOURISM PROMOTION. To any extent determined by the City from time to time, the City may
cooperate with VILA in the promotion of the electric railway system 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.
1 3. 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 five miles per hour
on 6th Avenue between Pine Street and Walnut Street, and shall not exceed twelve miles per hour
elsewhere.
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ELECTRIC RAILWAY LEASE, OPERATING,
AND INDEMNIFICATION AGREEMENT: PAGE 2
(b) The electric railway trolleys and other on -track equipment shall not be operated North of Pine
Street or 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.
(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.
1 4. 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 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.
1 5. 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 VILA. 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.
1 8. 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.
1 9. 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.
2 0 . 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 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.
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ELECTRIC RAILWAY LEASE, OPERATING,
AND INDEMNIFICATION AGREEMENT: PAGE 3
B. Immediate Termination. The provisions of paragraph 16.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
c/o City Manager
129 North 2nd Street
Yakima, Washington 98901
(509) 575-6040
Yakima Interurban Lines Association
P. O. Box 649
Yakima, Washington 98907
(509) 575-1700
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 18.A above, or of any change of the office address where notice is to be
given, or YILA's telephone number.
2 4. 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, 1996.
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
ATTEST:
KAREN S. ROBERTS, City Clerk
City Contract No. G
Resolution -��I
Bj
R: . ZAIS, Jr.,
Yakima City Manager
YAKIMA INTERURBAN LINES ASSOCIATION, INC.
By
/ZA
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ELECTRIC RAILWAY LEASE, OPERATING,
AND INDEMNIFICATION AGREEMENT: PAGE 4
41- EleLtr
Railway Trac
Exhibit
N
YVT Electri
Railway Tra
IP
Scale 1 3300
0 1650 3
Created December 16, 1993