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HomeMy WebLinkAboutItem 02 - Steam Locomotive0� MEMO TO: HONORABLE MAYOR AND MEMBERS F E CITY COUNCIL FROM: ROGER NELSON, CITY MANAGER MEETING DATE: JULY 1, 2003 SUBJECT: APPROVAL OF BILL OF SALE WITH THE CITY OF VICTORIA, TEXAS FOR THE ACQUISITION OF A STEAM LOCOMOTIVE RECOMMENDATION: This agenda item calls for Council consideration of a bill of sale for the transfer of a steam locomotive from the City of Victoria, Texas. The City Manager and Convention and Visitors Bureau Director recommend approval. FUNDING SOURCE: Funds are available in the Convention and Visitors Bureau/Steam Railroad account. BACKGROUND: In March of 2002 staff from the City of Victoria contacted Grapevine City staff regarding a steam locomotive that was located in a park in Victoria. The park is situated in a cemetery that dates to the Civil War era and is Victoria's oldest park. The City of Victoria is in the process of historically restoring the cemetery and the park. The train was moved into the park in 1957. In May of 2002 the Victoria City Council allowed a group of local train enthusiasts to put together a plan for moving, restoring and maintaining the locomotive. In May of this year the group informed the City of Victoria that they were not going to be able to complete the task and the Victoria Council instructed staff to contact Grapevine to complete the transfer of the steam engine. The attached contract is a bill of sale subject to reversion for Southern Pacific 771. The City of Victoria is agreeing to transfer ownership of Engine 771 to Grapevine subject to the following stipulations: 1. The engine must be moved within 60 days of receiving the appropriate permits. 2. The engine must be disassembled within one year of receipt to determine if it is in operating condition. If it is not operational, Grapevine may choose to use June 26, 2003 (2:04PM) the engine in a static display. If it is operational, Grapevine must put it into operation within two years. 3. Placement of a permanent plaque on the locomotive recognizing the role of Victoria in saving the locomotive. 4. Install a display recognizing Victoria's role in the preservation of the locomotive. 5. Develop with Victoria a brochure publicizing Victoria's role in the preservation of the locomotive. 6. Provide a Victoria Week promotion for the next ten years when adult residents of Victoria can ride the train for a reduced rate and children under 17 may ride for free. 7. As far as is practical, allow interested Victoria residents to participate in the restoration of the locomotive. 8. Agree to not part out or scrap the locomotive for a period of 20 years. Exhibit A, is also included for Council's review. The contract, as presented, has been reviewed and approved by the City Attorney. The Victoria City Council approved this contract at its June meeting. The City Manager and Convention and Visitors Bureau Director recommend approval. ZZ R:\AGENDA\07-01-03\steam engine.doc June 26, 2003 (2:04PM) Bill of Sale Subject to Reversion The City of Victoria, a Texas municipal corporation, (hereinafter called "City of Victoria"), whose address is City of Victoria Legal Department, P.O. Box 1758, Victoria, Victoria County, Texas 77902, in consideration of the agreement of the City of Grapevine, a Texas home rule municipal corporation, whose address is P.O. Box 95104, Grapevine, Tarrant County, Texas, 76099 (hereinafter called "Grapevine") to perform the covenants described herein, the adequacy of which is hereby confirmed, does hereby sell and transfer to Grapevine, and Grapevine's successors and assigns, the following described personal property located in Victoria County, Texas, (hereinafter called the "locomotive"): Southern Pacific 771, which is a locomotive (which includes any attached tender equipment) presently located at Memorial Square in the 400 Block of E. Commercial Street in Victoria, Texas. The locomotive is sold AS IS and WHERE IS and is to be REMOVED from the real property owned by Victoria within 300 days after execution of this agreement. If this locomotive is not removed from the real property owned by Victoria 300 days after execution of this agreement, ownership of the locomotive shall revert to Victoria without further action on the part of any Victoria officials. In addition, ownership of the locomotive will revert to Victoria if Victoria files a written Notice of Reverter with Grapevine, following Grapevine's failure to perform any of the following covenants and failure to cure said failure in a reasonably timely manner upon receiving notice thereof: i. Move the locomotive intact to a suitable location in Grapevine, Texas within 60 days after receipt of all requisite permits, approvals, and permissions necessary for the movement of the locomotive from Victoria to Grapevine. Grapevine will make all reasonable efforts to obtain the required permits, approvals, and permissions in a prompt manner. The movement of the train shall be in accordance with the terms of Exhibit "A", attached hereto and incorporated herein by reference. 2. Within one year of the relocation of the locomotive, disassemble the locomotive for the purpose of inspection to determine the viability of restoring the locomotive to operation condition. If, after said inspection, it is determined by Grapevine that restoration of the locomotive to an operating condition is not practical, Grapevine shall restore the locomotive cosmetically and place same on display within 2 years of its move to Grapevine. In the event Grapevine determines that the locomotive can reasonably be restored to an operating condition, Grapevine shall do so within 2 years of its move to Grapevine. 3. Place a permanent plaque on the locomotive that recognizes the role of Victoria and other persons in saving the locomotive by placing it in Victoria's Memorial Square Park in 1957. 4. Install a static display at the Grapevine Cotton Belt Depot and the Fort Worth Stockyard Station Depot that recognizes Victoria and its role in the preservation of the locomotive from 1957 to 2002, promotes Victoria's visitors attractions, and provides a location for the distribution of literature prepared by the Victoria Convention and Visitor's Bureau. 5. With input and assistance from Victoria, produce a minimum of 2,500 brochures detailing the history of the locomotive, and provide copies to Victoria for distribution to its City officials and members of the general public. 6. Provide a Victoria Week each summer for at least 10 years following the execution of this agreement where adult citizens of Victoria County may ride the train for half price and children under 17 ride free, and promote same in Victoria through the Grapevine Convention and Visitors Bureau and the Victoria Convention and Visitors Bureau. 7. To the extent reasonably practical, permit citizens of Victoria County to view and participate in the restoration of the train upon prior notification to the Grapevine Vintage Railroad, in compliance with any and all applicable laws, rules, regulations, terms and rules established for such viewing and restoration. 8. Grapevine agrees that the locomotive will not be parted out or scrapped, and that the locomotive will be either operated as a locomotive, or be cosmetically restored and maintained on display at a prominent location in Grapevine, either one of which will be completed for a period of not less than 20 years. To be effective, a Notice of Reverter must be sent to Grapevine and be filed in the property records of Tarrant County within one year after an event giving rise to such right of reverter. Within one year after filing such Notice of Reverter, if CADocuments and Settings\Administrator\Local Settings\Temp\GV Bill doc the status giving rise to the Notice has not been cured by Grapevine, ownership of the locomotive shall revert to Victoria who shall then have the right to return to the locomotive to Victoria. Victoria disclaims all warranties with respect to this locomotive. Victoria hereby notifies Grapevine that this locomotive may contain dangerous conditions that are apparent and not apparent. Grapevine hereby accepts 100% of the risk that movement of this locomotive may be dangerous and may result in property damage and personal injury to the officers, agents, employees, volunteers, and persons contracting with Grapevine. To the extent allowed by law, Grapevine agrees to release Victoria and Victoria's officers, agents, and employees from all suits, actions, or claims of any character, name and description including attorneys' fees and expenses brought for any injuries to persons or damages to property in connection with the movement of the locomotive. To the extent allowed by law, Grapevine expressly agrees to release Victoria and the Victoria's officers, agents, and employees in accordance with this clause regardless of whether the injury or damage is caused in whole or in part by (1) the acts or omissions, including negligence, of Victoria or Victoria's officers, agents or employees or (2) any condition of any real or personal property owned or controlled by the Victoria. Victoria does not warrant, imply or represent that the locomotive is in a structurally sound condition or is safe or suitable to move from its present location. Any agreements between Grapevine and Victoria concerning the locomotive shall survive the execution of this Bill of Sale. This Bill of Sale was authorized pursuant to Victoria City Council Resolution No. R, approved on 2003, and Grapevine City Council Resolution No. R, approved on 2003, and shall be effective as , 2003. IN WITNESS WHEREOF, this Bill of Sale is executed on Seller: City of Victoria Denny L. Arnold, City Manager Approved as to Form: David Atmar Smith, City Attorney Attest: City Secretary Accepted and Agreed by the City of Grapevine (Grapevine): Attest: City Manager City Secretary Acknowledgement 2003. State of Texas § County of Victoria § Subscribed and acknowledged before me by Denny L. Arnold, City Manager of the City of Victoria, a Texas municipal corporation, this the day of , 2003, on behalf of said corporation. (seal) Notary Public C:\Documents and Settings\Administrator\L.ocal Settings\Temp\GV Bill l .doc Acknowledgement State of Texas § County of Victoria § Subscribed and acknowledged before me by City Manager of the City of Grapevine, a Texas municipal corporation, this the day of , 2003, on behalf of said corporation. (seal) Notary Public CADocuments and Settings\Adminimator\Local Settings\Temp\GV Bill l.doc Exhibit "A" Conditions of Movement of Locomotive Grapevine will move the locomotive from Memorial Square in the 400 Block of E. Commercial Street in Victoria, Texas to a suitable location in Grapevine, Texas. Grapevine will employ a competent contractor, who has been approved by the City, to move the locomotive. In moving the locomotive, Grapevine will ensure the contractor complies with the following: A. Prior to approval to move the locomotive, the contractor will provide the City of Victoria with certificates of insurance demonstrating that the contractor has at least the following insurance; Workers' Comp & Employer's Liability: a. Policy Limits --- "Statutory Limits" box should be checked on certificate. b. Waiver of Subrogation against Victoria and its officers, agents, and employees. c. If any of the Contractor's employees engaged in hazardous work on the project under this contract are not protected under the Worker's Compensation Statute, then the Contractor shall provide adequate employer's general liability insurance for the protection of this class of employees. 2. General Public Liability Insurance as follows: $250,000 for injuries to one person per occurrence; $500,000 for injuries to all persons in a single occurrence per occurrence; and $100,000 for property damage per occurrence OR $600,000 combined single limit per occurrence. The policy shall name the City of Victoria as an additional insured, be on the commercial general liability form, and include a waiver of subrogation against the City of Victoria and its officers, agents, and employees. The policy shall provide coverage for contractual liability and acts of independent contractors. 3. Comprehensive Motor Vehicle Liability Insurance on all vehicles used in connection with the contract, whether owned, non -owned or hired as follows: $250,000 for injuries to one person per occurrence; $500,000 for injuries to all persons in a single occurrence per occurrence; and $100,000 for property damage per occurrence OR $600,000 combined single limit per occurrence. The policy shall name the City of Victoria as an additional insured and include a waiver of subrogation against the City and its officers, agents, and employees. 4. The certificates of insurance furnished to the City of Victoria shall contain a provision that coverage under such policies shall not be canceled or materially changed unless at least 30 days prior written notice has been given to the City. All policies shall be issued by an insurer authorized by Texas Department of Insurance to issue the applicable policies in the State of Texas. 5. The Contractor will require all subcontractors who provide services on the project to adhere to these requirements. B. Prior to approval to move the locomotive, the contractor will execute a copy of this exhibit agreeing to the terms of this exhibit, agreeing to notify the City of Victoria's Director of Public Works of the dates and times of proposed locomotive movement operations, comply with said Director's requests concerning the movement, repair any damage caused to City facilities, streets, and subsurface conduits and structures by the movement of the locomotive, and provide additional protections to the City as follows: 1. Permits and licenses of necessary from Victoria or Victoria County for the prosecution of the work shall be secured and provided by Victoria. Other permits and licenses of a temporary nature necessary for the prosecution of the work shall be secured and paid for by the Contractor. Permits, licenses and easements for permanent structures or permanent changes in existing facilities shall be secured and paid for by the Contractor, unless otherwise specified. 2. The Contractor shall defend, indemnify and hold harmless the City of Victoria and its officers, agents, and employees from all suits, actions, or claims of any character, name and description including attorneys' fees and expenses brought for any injuries to persons or damages to property in connection with the movement of this CADocuments and Settings\Administrator\Local Settings\Temp\GV Billl.doc locomotive or preparation for its movement. The Contractor expressly agrees to defend indemnify and hold harmless the City of Victoria and its officers agents and employees in accordance with this clause regardless of whether the injnry or damage is caused in whole or in part by (1) the acts or ormssions, including negligence, of the City of Victoria or its officers agents or employees or (2) any condition of personal or real property owned or controlled by the City of Victoria. 3. The Contractor shall obtain approval from the City of Victoria of plans to barricade any street to traffic at least 48 hours in advance. All barricading shall be done by Victoria. 4, The Contractor shall protect all property corner markers, and when any such markers or monuments are in danger of being disturbed they shall be properly referenced and if disturbed shall be re -set at the expense of the Contractor. 5, The Contractor shall protect all City of Victoria property, including all street surfaces, curbs and gutters. 6. The Contractor shall at all times keep the site and structures, facilities or improvements thereon free from accumulations of waste material, debris or rubbish caused by its employees or the employees of subcontractors. At the completion of the Project, the Contractor shall remove from the site of work all tools, scaffolding, surplus materials, temporary structures and debris and shall leave the site and the work "broom -clean" or its equivalent unless otherwise noted on Contractor: (name of Contractor) (signature of authorized representative of Contractor) of authorized representative of Contractor) C. Grapevine will move the locomotive along the following route, and shall obtain any necessary permits, authorization, utility relocations, etc. as required by any entity other than Victoria or Victoria County controlling potentially affected property along the route: MAP C:\Documents and Settings\Administrator\Local Settings\Temp\GV Billl.doc