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HomeMy WebLinkAbout3999 RESOLUTION NO.3 9 9 9 A RESOLUTION OF THE CITY OF AUBURN, WASHINGTON, AUTHORIZING THE MAYOR AND CITY CLERK OF THE CITY OF AUBURN, TO EXECUTE AN AGREEMENT WITH NORTHERN PACIFIC RAILWAY MUSEUM OF TOPPENISH, WASHINGTON, TO REMOVE THE NORTHERN PACIFIC LOCOMOTIVE #2152 FROM VETERANS MEMORIAL PARK AND TO MAKE IT AN OPERATIONAL DISPLAY WHEREAS, the 97-year old Northern Pacific Locomotive 2152 has been on display at Auburn Veterans' Park since March 27, 1958; and WHEREAS, over the years the engine has decayed due to exposure and age; and WHEREAS, the City wishes to divest itself of the locomotive and offer it to a qualified organization who would ensure its care and restoration; and WHEREAS, of the three organizations who indicated an interest in obtaining the locomotive, the Northern Pacific Railway Museum of Toppenish, Washington, was selected as the recommended entity with which to contract for the locomotive's removal and restoration. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, IN A REGULAR MEETING DULY ASSEMBLED, HEREBY RESOLVES THAT: Section 1. The Mayor and City Clerk of the City of Auburn, Washington, are hereby authorized to execute an Agreement with Northern Pacific Railway Museum of Toppenish, Washington, for the removal of the locomotive from Veterans Memorial Park. The Northern Pacific Railway Museum intends to restore the locomotive to Resolution No. 3999 March 29, 2006 Page 1 of 2 working order and use it for educational and demonstration purposes. A copy of said proposal is attached hereto, denominated as Exhibit "A", and made a part hereof as though set forth in full herein. Section 2. The Mayor is hereby authorized to implement such administrative procedures as may be necessary to carry out the directives of this legislation. Section 3. This Resolution shall take effect and be in full force and effect upon passage and signatures hereon. DATED AND SIGNED this ..,jd... day of April, 2006 ~ '...... -.I ATTEST: '\ ~~$J 'Da . lie Daskam, City Clerk Resolution No. 3999 March 29, 2006 Page 2 of 2 Resolution No. 3999, Exhibit "A" Northern PaCITlC Kallway Museum-- P.O. Box 889 Toppenish, W A 98948 The museum operated by the Yakima Valley Rail & Steam Museum Association A 501(c)(3) "notfor profit corporation" Fed Id #91-1457515 March 14. 2006 Daryl Faber Auburn Parks, Arts and Recreation 910 Ninth St. S.B. Auburn, W A 98002 Dear Daryl, I was very pleased to hear that the 2152 locomotive removal project committee has recommended our group to receive stewardship of the 2152. As suggested, I am sending the following additional information regarding our proposal for the care and usage of the locomotive as well as information on the visitors who would see the locomotive. There is no problem is putting a clause in the sales contractfDFbidding the parting out of the locomotive. The Museum Association would concur completely that it would be wrong to destroy a significant historical asset. I am also including two letters supporting our stewardship of the 2152. I am sending these to you so that you can review and forward them on to appropriate parties. Thanks again for your consideration. Sincerely, ~~ Douglas Shearer, Vice President, Yakima Valley Rail & Steam Museum Association Enclosures (3) Northern Pacific Railway Museum P.O. Box 889 Toppenish, W A 98948 The museum operated by the Yakima Valley Rail & Steam Museum Association A 501(c)(3) "notfor profit corporation" Fed Id #91-1457515 Clarification of issues related to the 2152 Locomotive Removal Project March 14, 2006 Where would we run the 2152? Locomotives such as the 2152 have a limited life expectancy and regular usage would hasten their eventual demise. Nonetheless, restoration to operation enables all areas to be inspected so problems can be found and repaired before further damage occurs. For these reasons we see full restoration with only occasional steamups for special events as the best option for the long-term survival of the 2152. · We believe the most educational portion of2152 operations would be steamups within our depot/museum rail yard. Combined with the turntable and eventual roundhouse we will be able to present a very authentic railroad "living history" display with a much greater educational benefits that that offered by excursion use. We are anticipating a lengthy restoration during which time the restoration becomes a "living history" display in itself. The NP 1364 should be operational in 2007 and the steamups can be done with the 1364 while the 2152 is under restoration. · The depot/museum yard is connected to the BNSF mainline that runs over Stampede Pass and through Auburn. We hope to have the occasional opportunity to see the 2152 on mainline track. The BNSF has a history of running large steam heritage events over Stampede Pass using the SP 4449 and SP&S 700 locomotives. There is no reason to believe they wouldn't run such an event with NP 2152 in the future. One destination for such an event could be Auburn and hopefully timed to go with an Auburn event such as the Good 01' Days Celebration. · We are open to taking the 1364 or 2152 for special events on another railroad. Our yard plan includes a railroad equipment ramp that enables easy loading of a locomotive onto a flat car. Once on a flat car the locomotive could be transported to other areas. The 2152 could not easily be taken into or out of the Northwest Rail Museum because it is landlocked on an isolated section of track that has no outside rail connection. · We have an operating agreement for the White Swan Branch line and could operate the locomotive there. To summarize we do not feel the least bit constrained by the loss of the freight operations on the White Swan Line. We believe the locomotives will be much better cared for by being used for short duration special events than used in regular excursion service. Who will see the 2152 in Toppenish? . Because the Northern Pacific Railroad Museum has focused on Northern Pacific history, it is much more able to tell the story of the first northern transcontinental railroad and its impact on the Northwest. Our acquisition policy for equipment was designed to tell this story. To do this we need a freight train and a passenger train. The main components ofthe freight train have been acquired and are well on the way to restoration. Each of the major freight car types will help our visitors understand that significant inland development could not have taken place without the railroad transportation system. The 2152 is a necessary addition as we build the complementary passenger train. It was the railroad that brought far more immigrants than the Oregon Trail. We believe the proper telling of the story will result in a greatly expanded school program and a national attraction that brings visitors from all over the country. . The locomotive would be available for events such as the Auburn "Good 01' Days", the "Maritime Festival" in Tacoma, the "History in Motion" event in Morton or even out of state events such as the once every 10 year "Railfair" at the California State Railroad Museum in Sacramento, California. Through such events the locomotive could be seen by far more people than would ever travel to any individual museum. . The Yakima Valley is expanding as a tourist destination. The Y akama Indian Nation, four lower valley cities, the regional vintners and local museums have recently formed the Rattlesnake Hills Tourism Trail. The Yakima Nation operates a casino and large R V park. They plan to begin construction soon on a large hotel at the casino site. These all cater to the tourism market and will help to keep the tourist in the area. The Toppenish Mural Society has the largest collection of professionally done outdoor murals in the nation. The American Hop Museum in Toppenish is the only museum in the country telling the history of hop farming and its development in the United States over the past 200 years. The local Rattlesnake Hills wineries have recently been recognized as a distinct viticulture region. Expanding tourism in the Yakima Valley will provide more visitors to see the 2152. Comments regarding a "professional" vs. a paid staff: . We do not have a paid staff; however our museum is functioning well due to its very skilled volunteer staff. We have a retired school principal who is running our educational program. We have a group of retired educators who are active in the museum and are developing our educational program and building displays. Meanwhile our resources are better spent using skilled volunteers and using the saved money for restoration projects. 2 · Our operations department includes museum members who are professional engineers for the BNSF and the Union Pacific. These professional engineers are steam certified through the Mt. Rainier Scenic Railroad and will be the leaders in our steam program when the 1364 becomes operational in late 2007. Doyle McCormick of the Southern Pacific 4449 operation is a consultant to our group. With the help of these professional railroaders we anticipate access to operation on other railroads for special events. · The success of our mechanical department demonstrates a very successful Chief Mechanical Officer. He retired when he sold his machine shop. He has spent time in England and Poland learning locomotive rebuilding. He believes in our mission and has opted to work without a salary so that more money would be available for restoration. He has been working with us for the past 7 years and fortunately he has the financial means to continue to do so. Our success in rebuilding the 1364 far exceeds the restoration of steam locomotives by other groups submitting proposals for the 2152. We successfully retubed and converted Great Western 51 from coal to oil firing. We have nearly completed the rebuilding ofNP1364. Our "volunteers" are deserving of paid positions. Several are working nearly full time, others are working as their other employment allows. The 2152 is the most logical project for them in 2007 as it will not displace other locomotives in our restoration shop when it enters. · When we have felt the need for paid staffwe have hired them. We successfully operated the Toppenish, Simcoe & Western Railway as a commercial railway for 7 years with all volunteers. As it grew we recognized the need for paid staff and hired them. · We have adopted the "Recommended Practices for Railway Museums" published by the Association of Railway Museums (ARM). We recognize our stewardship of valuable historic resources and will see that they are properly cared for. Storage of the 2152: We have a securely fenced and locked railroad yard. The 2152 will be placed inside the fenced yard as soon as it arrives in Toppenish. We have had no problems with unauthorized entry. The locomotive will be outside in our dry climate until it can go into the restoration shop when the 1364 is completed in 2007. In our dry climate this exposure will have negligible effect. 3 March 7, 2006 ...:5< METROPARKSw T A COM A Board of Park Darryl Faber Director of Parks, Arts and Recreation City of Auburn Auburn, Washington Dear Mr. Faber, In 1993 Metro Parks Tacoma (MPT) entered into a lease agreement with the Yakima Valley Rail and Steam Museum, now the Northern Pacific Railway Museum (NPRM), to restore Locomotive 1364 - a 1902 locomotive owned by MPT. Locomotive 1364 was donated to MPT in 1954 by the Northern Pacific Railroad. It was on display in Point Defiance Park until 1975 when it was placed in storage because it had fallen into disrepair. Two different organizations tried to raise the money to restore the locomotive but it was not until the NPRM became interested that any significant funding was secured. MPT decided to lease locomotive 1364 to NPRM based on several points. They were able to secure funding for the project. They were willing and able to provide the technical expertise necessary to restore the locomotive correctly and their commitment to having the locomotive open to the public. During the course of their lease with MPT, the NPRM has done a good job keeping MPT informed about their progress and plans for the locomotive. Locomotive 1364's restoration is nearing completion - something that most likely would not have been accomplished without the drive, energy, and expertise of the many volunteers associated with the NPRM. Sincerely, >J~JxI Z!!-g Melissa S. McGinnis ~ Historic Assets Manager ~ place to be March 6, 2006 Mayor Lewis and City Council City of Auburn 25 West Main Auburn, W A 98001-4998 RE: NP 2152 locomotive disposition We are writing this letter in support of the attempt by the Yakima Valley Rail & Steam Museum Association and its Northern Pacific Railway Museum to acquire your park locomotive, NP 2152. The association has been very successful in its efforts to build a historical railroad museum here in our community. Sixteen years ago the City provided support by leasing the abandoned Northern Pacific depot in Toppenish. The museum association was able to restore the depot and then raised the funds to meet an ISTEA matching grant to purchase the depot for the benefit of the City. Their collection of Northern Pacific Railway artifacts has grown to be the largest one in the Northwest. They have now assembled a Northern Pacific freight train that might have visited our community in the 1920's. The locomotive that leads the freight train was a derelict Northern Pacific steam engine and is now nearly ready for operation. It has amply demonstrated their resolve and ability to complete such a project. Their present goal of acquiring and restoring a 1920's vintage passenger train seems quite attainable with the acquisition of the 2152. The museum's vision is unique in that it is not just collecting more artifacts, but is collecting artifacts to tell the story of the Northern Pacific and its relationship to the development of the Northwest. NP 2152 is critical as it will help tell the passenger side of that story. As a result of its collection policies, the museum has become a significant educational asset for the entire Northwest. The City stands squarely behind them in their endeavors. It is our hope that you will award the locomotive to them. Their stewardship will ensure that the locomotive will have a bright future. Thank you for your consideration. _/4 ~--- /' Mayor (. fiJ7I~' M~!i7~ c ,dl mb~ I o nCl member di:ii /' :P~ ! Ail member ~i1 m:':~ CITY COUNCIL . CITY MANAGER . CITY ATIORNEY (509) 865-6319 FAX (509) 865-1950 (~ {';.. ~'tC{f CITY OF AUBURN - YAKIMA VALLEY RAIL AND STEAM MUSEUM ASSOCIATION AGREEMENT FOR LOCOMOTIVE NO. 2152 THIS AGREEMENT made and entered into on the tj~ day 0~tl1 ' 200~, by and between the CITY OF AUBURN, a municipal corporation of the State of Washington (hereinafter referred to as the "City"), and Yakima Valley Rail and Steam Museum Association (hereinafter referred to as the "YVRSMA"), WITNESSETH: WHEREAS, the 97-year old Northern Pacific Locomotive 2152 has been on display at Auburn Veterans' Park since March 27, 1958; and WHEREAS, over the years the engine has decayed due to exposure and age; and WHEREAS, the City wishes to divest itself of the locomotive and offer it to a qualified organization who would ensure its care and restoration; and WHEREAS, of the organizations who indicated an interest in obtaining the locomotive YVRSMA of Toppenish, Washington, was selected as the recommended entity with which to contract for the locomotive's removal and restoration; and WHEREAS, the City and YVRSMA have negotiated an agreement for the removal of Northern Pacific Locomotive #2152 from Veterans Memorial Park and to make it an operational display. NOW THEREFORE in consideration of their mutual covenants, conditions, benefits and promises, THE PARTIES HERETO DO HEREBY AGREE as follows: 1. YVRSMA RESPONSillILITIES: a. YVRSMA will take ownership and full liability for Locomotive 2152 upon signing and completion of this document. b. YVRSMA shall remove Locomotive 2152 from its location at the Veterans Park not later than August 31, 2006, and shall thereafter transport the locomotive to suitable facilities of or under the control ofYVRSMA. c. YVRSMA will leave Veterans Park, site of the Locomotive, clean of all locomotive parts and debris. d. YVRSMA shall bear all removal, transportation and restoration costs. e. manner. YVRSMA shall transport the Locomotive in a legal and safe CITY OF AUBURN - YAKIMA V ALLEY RAIL AND STEAM MUSEUM ASSOCIATION AGREEMENT FOR LOCOMOTIVE NO. 2152 Page 1 f. YVRSMA shall, as funding and time permit, restore Locomotive 2152 either cosmetically and/or to working order. g. YVRSMA shall display and use Locomotive 2152 to the benefit of the public, for educational and entertainment purposes. h. YVRSMA shall not dismantle for parts Locomotive 2152, but shall make the best use of its physical components in restoration of said Locomotive. Disposal through trade or sale of parts are permitted only insofar as this action is beneficial to the overall restoration of Locomotive 2152. i. Interpretive signage and programs will include information about the use of this locomotive in the Auburn area. j. YVRSMA shall pay the sum of one thousand dollars ($1,000) to the City for Locomotive 2152, which amount shall be paid on or before the 30th day of June, 2006. k. YVRSMA shall keep Locomotive 2152 and not trade or sell it for commercial purposes. YVRSMA may lease Locomotive 2152 if the outcome is to further its public benefit for educational and entertainment purposes. 1. Should YVRSMA become unable for any reason to fulfill the requirements of this Agreement, the City shall be contacted and shall be given the opportunity to repossess the Locomotive. In the case of such repossession, any lease shall be subject to said repossession, and such lease shall be invalid if inconsistent with the City's repossession. 2. CITY RESPONSillILITIES a. The City shall remove the fence around Locomotive 2152 as required to accommodate removal of the locomotive. b. The City shall bear the cost of removal and disposal of the fence surrounding Locomotive 2152, as well as the platform and roof structure adjacent thereto. c. The City shall coordinate and/or mitigate traffic and access issues during the removal process. 3. INSURANCE YVRSMA shall be responsible for maintaining, during the term of this Agreement and at its sole cost and expense, the types of insurance coverages and in the amounts described below. YVRSMA shall furnish evidence, satisfactory to the City, of all such policies. During the term hereof, YVRSMA shall take out and maintain in full force and effect the following insurance policies: a. Comprehensive public liability insurance, including automobile and property damage, insuring the City and YVRSMA against loss or liability for damages for personal injury, death or property damage arising out of or in connection with the performance by YVRSMA of its obligations hereunder, with minimum liability limits of $1,000,000.00 combined single limit for personal injury, death or property damage in anyone occurrence. b. Such workmen's compensation and other similar insurance as may be required by law. CITY OF AUBURN - YAKIMA V ALLEY RAIL AND STEAM MUSEUM ASSOCIATION AGREEMENT FOR LOCOMOTIVE NO. 2152 Page 2 4. INDEMNIFICATION a. YVRSMA shall indemnify and hold the City and its agents, employees, and/or officers, harmless from and shall process and defend at its own expense any and all claims, demands, suits, at law or equity, actions, penalties, losses, damages, or costs, of whatsoever kind or nature, brought against the City arising out of, in connection with, or incident to the execution of this Agreement and/or YVRSMA's performance or failure to perform any aspect of this Agreement; provided, however, that if such claims are caused by or result from the concurrent negligence of the City, its agents, employees, and/or officers, this indemnity provision shall be valid and enforceable only to the extent of the negligence of YVRSMA and provided further, that nothing herein shall require YVRSMA to hold harmless or defend the City, its agents, employees and/or officers from any claims arising from the sole negligence of the City, its agents, employees, and/or officers. No liability shall attach to the City by reason of entering into this Agreement except as expressly provided herein. b. The City shall indemnify and hold YVRSMA and its agents, employees, and/or officers, harmless from and shall process and defend at its own expense any and all claims, demands, suits, at law or equity, actions, penalties, losses, damages, or costs, of whatsoever kind or nature, brought against YVRSMA arising out of, in connection with, or incident to the execution of this Agreement and/or the City's performance or failure to perform any aspect of this Agreement; provided, however, that if such claims are caused by or result from the concurrent negligence of YVRSMA, its agents, employees, and/or officers, this indemnity provision shall be valid and enforceable only to the extent of the negligence of the City; and provided further, that nothing herein shall require the City to hold harmless or defend YVRSMA, its agents, employees and/or officers from any claims arising from the sole negligence of YVRSMA, its agents, employees, and/or officers. No liability shall attach to YVRSMA by reason of entering into this Agreement except as expressly provided herein. 5. WAIVER OF SUBROGATION YVRSMA and the City hereby mutually release each other from liability and waive all right of recovery against each other for any loss caused by fire or other perils which can be insured against under fire insurance contracts including any extended coverage endorsements thereto which are customarily available from time to time in the State of Washington, provided, that this paragraph shall be inapplicable to the extent that it would have the effect of invalidating any insurance coverage ofYVRSMA or the City. 6. COMPLIANCE WITH REGULATIONS AND LAWS The parties shall comply with all applicable rules and regulations pertaining to them in connection with the matters covered herein. 7. ASSIGNMENT The parties shall not assign this Agreement or any interest, obligation or duty therein without the express written consent ofthe other party. CITY OF AUBURN - YAKIMA V ALLEY RAIL AND STEAM MUSEUM ASSOCIATION AGREEMENT FOR LOCOMOTIVE NO. 2152 Page 3 8 ATTORNEYS' FEES If either party shall be required to bring any action to enforce any provision of this Agreement, or shall be required to defend any action brought by the other party with respect to this Agreement, and in the further event that one party shall substantially prevail in such action, the losing party shall, in addition to all other payments required therein, pay all of the prevailing party's reasonable costs in connection with such action, including such sums as the court or courts may adjudge reasonable as attorney's fees in the trial court and in any appellate courts. 9 NOTICES All notices and payments hereunder may be delivered or mailed. If mailed, they shall be sent to the following respective addresses: To YVRSMA Yakima Valley Rail and Steam Museum Association PO Box 889 Toppenish, W A 98948 Attn: Douglas Shearer Phone: (509) 865-4771 Fax: (509) 865-4811 To the City: City of Auburn 25 West Main Auburn, W A 98001-4998 Attn: Parks Director Phone:(253) 931-3000 Fax (253) 931-3053 or to such other respective addresses as either party hereto may hereafter from time to time designate in writing. All notices and payments mailed by regular post (including first class) shall be deemed to have been given on the second business day following the date of mailing, if properly mailed and addressed. Notices and payments sent by certified or registered mail shall be deemed to have been given on the day next following the date of mailing, if properly mailed and addressed. For all types of mail, the postmark affixed by the United States Postal Service shall be conclusive evidence of the date of mailing. 10. NONDISCRIMINATION Each of the parties, for itself, its heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree that it will comply with pertinent statutes, Executive Orders and such rules as are promulgated to assure that no person shall, on the grounds of race, creed, color, national origin, sex, age, or the presence of any sensory, mental or physical handicap be discriminated against or receive discriminatory treatment by reason thereof. CITY OF AUBURN - YAKIMA V ALLEY RAIL AND STEAM MUSEUM ASSOCIATION AGREEMENT FOR LOCOMOTIVE NO. 2152 Page 4 11. MISCELLANEOUS a. All of the covenants, conditions and agreements in this Agreement shall extend to and bind the legal successors and assigns of the parties hereto. b. This Agreement shall be deemed to be made and construed in accordance with the laws of the State of Washington jurisdiction and venue for any action arising out of this Agreement shall be in of the county in Washington State in which the property or project is located, and if not site specific, then in King County, Washington. c. The captions in this Agreement are for convenience only and do not in any way limit or amplify the provisions ofthis Agreement. d. The duration of this Agreement shall be for the period of time it reasonably takes for the performances by the parties as completed herein, PROVIDED, however, that the provisions of Paragraphs 1.g, 1.h, 1.i, 1.k and 1.1 shall remain in full force and effect until the 30th day of June. 2026. e. No separate legal entity is created hereby. f. The purpose of this Agreement is to accomplish the objectives of this Agreement. g. The funding of the respective obligations of the parties shall be out of the respective general funds/current expenses of the parties, except as otherwise specifically provided. h. The performances of the duties of the parties provided hereby shall be done in accordance with standard operating procedures and customary practices of the parties. i. Unless a joint oversight and administration board is created as provided herein, the oversight and administration of the Agreement shall be by the respective named representatives identified in Paragraph 9 hereof, or their designees. J. Unless otherwise specifically provided herein, any real property to be held in connection herewith, if applicable, shall be held as the separate property of the party or parties in whose name(s) the property is/was acquired. k. No provision of this Agreement shall relieve either party of its public agency obligations and or responsibilities imposed by law. 1. If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be held to be invalid or unenforceable by a final decision of any court having jurisdiction on the matter, the remainder of this Agreement or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby and shall continue in full force and effect, unless such court determines that such invalidity or unenforceability materially interferes with or defeats the purposes hereof, at which time the City shall have the right to terminate the Agreement. m. This Agreement constitutes the entire agreement between the parties. There are no terms, obligations, covenants or conditions other than those contained herein. No modifications or amendments of this Agreement shall be valid or effective unless evidenced by an agreement in writing signed by both parties. CITY OF AUBURN - YAKIMA V ALLEY RAIL AND STEAM MUSEUM ASSOCIATION AGREEMENT FOR LOCOMOTIVE NO. 2152 Page 5 IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written. YAKIMA V ALLEY RAIL AND STEAM MUSEUM ASSOCIATION /) Peter B. Lewis, Mayor Attest: ~~ City Clerk CITY OF AUBURN - YAKIMA VALLEY RAIL AND STEAM MUSEUM ASSOCIATION AGREEMENT FOR LOCOMOTIVE NO. 2152 Page 6