HomeMy WebLinkAbout1985-448
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RESOLUTION NO. 85-448
2 RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING THE
EXECUTION OF AN AGREEMENT OF SALE WITH THE SAN BERNARDINO RAILROAD
3 HISTORICAL SOCIETY, INC., RELATING TO THAT CERTAIN RAILROAD STEAM
LOCOMOTIVE, CONSISTING OF A LOCOMOTIVE ENGINE, TENDER AND
4 ANCILLARY EQUIPMENT HAVING THE DESIGNATION "EX-SANTA FE 3751", AND
BILL OF SALE THEREFOR.
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BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF
6 SAN BERNARDINO AS FOLLOWS:
7 SECTION 1. The Mayor of the City of San Bernardino is hereby
8 authorized and directed to execute on behalf of said City an
9 Agreement of Sale with the San Bernardino Railroad Historical
10 Society, Inc., relating to that certain railroad steam locomotive,
11 consisting of a locomotive engine, tender and ancillary equipment
12 having the designation "Ex-Santa Fe 3751", a copy of which is
13 attached hereto, marked Exhibit "I" and incorporated herein by
14 reference as fully as though set forth at length. The Mayor is
15 also authorized and directed to execute on behalf of said City a
16 Bill of Sale for said engine in form approved by the City
17 Attorney.
18 I HEREBY CERTIFY that the foregoing resolution was duly
19 adopted by the Mayor and Common Council of the City of San
20 Bernardino at a
regular
meeting thereof, held on
21 the
4th day of November
, 1985, by the following vote,
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AYES:
Council Members Estrada, Reilly, Hernandez.
Frazier, Strickler
NAYS:
Council Member Marks
ABSENT:
Council Member Quiel
.db~/.d%he
/' City Clerk
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The foregoing resolution is hereby approved this 12th day
f!~,~ Y/J~
Mayor of the Cfly~of-~n Bernardino
of
November
, 1985.
Approved as to form:
~;#J~
City Attorney
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AGREEMENT OF SALE WITH
PROVISIONS FOR REVERTER
5 entered into this ~day of
PROVISIONS FOR REVERTER is
,1ti.d~W ,1985, by and
4 THIS AGREEMENT OF SALE WITH
6 between the CITY OF SAN BERNARDINO, a municipal corporation,
7 (hereinafter referred to as "CITY"), and the SAN BERNARDINO
8 RAILROAD HISTORICAL SOCIETY, INC., a California corporation
9 organized under the non-profit public benefit corporation law of
10 California, (hereinafter referred to as "SBRHS").
11 CITY and SBRHS agree as follows:
12 SECTION 1. Recitals.
13 1.1 CITY is the owner of that certain railroad
14 steam locomotive, consisting of a locomotive engine, tender and
15 ancillary equipment having the designation "Ex-Santa Fe 3751",
16 (hereinafter referred to as "3751"), having been donated to the
17 CITY in 1957 by the Atchison, Topeka and Santa Fe Railway and
18 currently being displayed by the City at Viaduct Park adjacent to
19 the San Bernardino Amtrak Station.
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1.2 SBRHS was formed under the non-profit public
21 benefit corporation law for the specific purpose of engaging in
22 the preservation and conservation of historical railroad items,
23 artifacts, structures, and equipment; the restoration and
24 maintenance of historic steam and other locomotives and other
25 items, artifacts, structures, and equipment of historical value;
26 the acquisition of said objects for restoration and preservation;
27 the operation of said equipment; and establishment of a
28 historical railroad museum emphasizing restoration; the
1 preservation and operation of the ccllection; the establishment
2 and maintenance of a historical and technical library on railroad
3 and locomotive subjects; and the functioning as a repository for
4 and distributor of information of a historical or educational
5 nature compatible with the goals, purposes and concerns of SBRHS.
6 1.3 SBRHS has previously expended time and money to
7 preserve and maintain 3751 while displayed at Viaduct Park and
8 has expressed an interest in the restoration and operation of
9 3751 as a historically significant locomotive.
10 1.4 CITY recognizes and appreciates the time,
11 expense and efforts of SBRHS in maintaining and initiating the
12 restoration of 3751 since the CITY lacks the resources as well as
13 the expertise to restore 3751 to operating condition.
14 1.5 CITY finds that it is in tte best interest of
15 the CITY and its citizenry that 3751 be restored to operable
16 condition and maintained and operated as a historically
17 significant example of railway history and for that purpose
18 desires to sell 3751 to SBRHS on the following terms and
19 conditions set forth herein.
20 SECTION 2. Implementation.
21 2.1 Sale. CITY agrees to sell and SBRHS agrees to buy
22 that certain steam locomotive referred to herein as "3751" which
23 shall include the locomotive engine, tender and all ancillary
24 equipment currently stored or displayed by the CITY at Viaduct
25 Park, for the sum of One Dollar ($1.00 ) in cash due in full upon
26 execution of this agreement, subject to the terms and conditions
27 specified herein, with said sale being effective upon delivery of
28 a Bill of Sale as provided for in Section 2.7. SBRHS agrees to
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1 take possession and remove 3751 from Viaduct Park within 30 days
2 of the date of this agreement.
3 2.2 Reversion to City. The sale of 3751 is
4 conditioned upon SBRHS completing 80 percent of the restoration
5 of 3751 to operational condition within two years from date of
6 execution of this agreement and with complete restoration within
7 three years of said effective date. Should SBRHS fail to make
8 such progress with the restoration of 3751 within the two-year
9 period, CITY may, at its option, declare this agreement in
10 default through the following procedure. SBRHS shall be given at
11 least 10 days' advance written notice of a hearing before Mayor
12 and Common Council regarding whether SBRHS is in default. At the
13 hearing SBRHS may present evidence and be heard on the alleged
14 default. If the Mayor and Common Council determine that SBRHS is
15 in default, the City may immediately terminate this agreement and
16 shall have the right to the immediate possession of 3751. In the
17 absence of fraud, and based on the evidence presented, the
18 finding of the Mayor and Common Council in this regard shall be
19 final and binding.
20 2.3 City Assistance. To assist SBRHS with the
21 relocation of 3751 from its present site to a site designated by
22 SBRHS, CITY shall provide financial assistance in a sum of
23 Twenty Thousand Dollars ($20,000), and provide labor and
24 equipment as set forth in Exhibit "A" attached hereto and
25 incorporated by reference as though fully set forth. Payment of
26 financial assistance will be made upon submission of invoices to
27 the Parks, Recreation & Community Services Department by SBRHS.
28 Each invoice submitted for payment shall be accompanied by
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1 receipts documenting expenditures set forth in .any such invoice.
2 2.4 Recognition. SBRHS, its legal successors and
3 assigns covenant that they will provide during the life of 3751
4 proper recognition to CITY for its contribution of 3751 to SBRHS.
5 2.5 Display of 3751 in City. SBRHS covenants that it
6 will make 3751 available to CITY for display upon special request,
7 at least twice annually, and for not more than a total of 14 days
8 per year. All requests by the City for display of 3751 will be
9 coordinated with excursions planned by SBRHS. The City will pay
10 all costs attributed to the display above those costs that would
11 have been normally incurred by the excursion. This does not
12 imply that a display will be held as a result of each excursion
13 by SBRHS. If the City requests a special display during an
14 unplanned excursion by SBRHS the City will pay costs incurred for
15 transporting, displaying and the insurance for said locomotive.
16 2.6 Liens. During the first two years of this
17 agreement, SBRHS covenants that it will not permit liens to be
18 placed against 3751 without the prior written consent of City's
19 Director of Parks, Recreation and Community Services.
20 2.7 Bill of Sale. Title to 3751 shall be delivered to
21 SBRHS upon SBRHS taking possession of 3751 pursuant to a bill of
22 sale which bill of sale shall include the conditions specified in
23 Section 2.2, and in Section 2.6. Said bill of sale shall be
24 dated as of the date SBRHS takes possession of 3751.
25 2.8 Hold Harmless. This agreement is made upon the
26 express condition that City is to be free from all liability and
27 claims for damages by reason of any injury, including death, to
28 any person or persons, or property of any kind whatsoever, and to
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1 whomsoever belonging, including SBRHS, from any cause or causes
2 whatsoever while in, upon, or in any way connected with the 3751
3 project. SBRHS agrees to defend, indemnify and save harmless
4 CITY from all liability, loss, cost and obligations on account of
5 or arising out of any such injuries or losses however occurring.
6 2.9. Condition of 3751. SBRHS is fully familiar with
7 the present condition of 3751, and agrees to accept 3751 in such
8 condition and state of repair. No warranty of any kind
9 whatsoever is made by City relative to the condition,
10 merchantability or usefulness of 3751. SBRHS accepts 3751 "as
11 is", with no warranty, expressed or implied.
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2.10 Agreement Applicable to Successors, Etc. This
13 agreement and the terms, covenants, and conditions hereof apply
14 to and are binding on the heirs, successors, executors,
15 administrators, and assigns of the parties hereto.
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2.11 Insurance. SBRHS shall provide necessary
17 liability insurance to cover the removal of 3751 from Viaduct
18 Park to the location where 3751 is to be restored.
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Any notices which either party hereto
2.12 Notices.
20 may be required to serve upon the other party under the terms of
21 this agreement shall be served in writing on such other party by
22 personal service or by certified mail, postage prepaid, with
23 return receipt requested, addressed as follows:
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City of San Bernardino
c/o Director of Parks,
Recreation and Community
Services
300 North "0" Street
San Bernardino, CA 92418
San Bernardino Railroad
Historical Society
c/o M. Mcqueen, Attorney at Law
SBRHS Legal Advisor
Suite 1234
461 South Boyle Street
Los Angeles, CA 90017
Dr . ;:' i"iTf-v 1\
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1 In case of service by mail, service shall be deemed complete
2 at the expiration of the third day after the date of mailing.
3 The addresses to which notices and demands may be delivered or
4 sent may be changed from time tc time by notices as hereinabove
5 provided by any party upon the other party.
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2.13 This agreement shall be construed and enforced in
7 accordance with the laws of the State of California. Should any
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action be brought in any court of competent jurisdiction, the
prevailing party in such action shall be entitled to reasonable
attorney's fees, court costs, and necessary disbursements in
connection with such litigation.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on the day and year first above written.
CITY OF SAN BERNARDINO
BY"~"'~)/ fu;/
ATTEST:
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24 By
SAN BERNARDINO RAILROAD HISTORICAL
SOCIETY, INC.
By
25 Approved as to form:
26 ~#fJ~
27 City Attorney
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LABOR AND EQUIPMENT PROVIDED BY CITY
IN CONNECTION WITH REMOVAL OF 3751 FROM
VIADUCT PARK
The City shall provide labor and equipment for the following
tasks:
Parks, Recreation & Community services Department
Remove plants as required.
Temporarily move east end of fence enclosing locomotive.
Remove filled ramp.
Completely remove fence after locomotive has been removed.
Remove and return 40 feet of corrugated pipe.
13 Public Buildings Division
14 Provide a polecat to hoist and return parts on locomotive.
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Public Services Department
Provide and assist with air compressor.
Remove only 12 foot section of sidewalk and curb.
Place 40 feet of corrugated pipe in drain ditch.
Replace 12 foot section of sidewalk and curb.
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21 Provide traffic barriers.
22 Temporarily close off Third Street.
23 Provide cherry picker to remove 3751 bell.
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Police Department
Provide security, traffic and crowd control.
27 OTE: COST OF REPLACEMENT OF SIDEWALK AND CURB SHALL BE CREDITED
S PART OF FINANCIAL ASSISTANCE UNDER SECTION 2.3 OF THIS
28 GREEMENT.
EXHIBIT "A"
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BILL OF SALE
(CORPORA~ION)
Know All Men By These Presents: For and in consideration
of the sum of One Dollar, lawful money of the United States of
America, receipt of which is hereby acknowledged, the CITY OF
SAN BERNARDINO, a municipal corporation, hereinafter
designated as "City", does hereby grant, bargain, sell and
convey to SAN BERNARDINO RAILROAD HISTORICAL SOCIETY, INC., a
California corporation organized under the non-profit benefit
corporation law of California, hereinafter designated as
"SBRHS", subject to the conditions set forth below, the
following described personal property, to wit:
That certain railroad steam locomotive,
consisting of a locomotive engine, tender and
ancillary equipment having the designation "Ex-
Santa Fe 3751", ("3751").
This Bill of Sale is subject to the following conditions:
1. This sale is conditioned upon SBRHS completing 80% of
the restoration of 3751 to operational condition within two
years from December 12, 1985, and with complete restoration
within three years of said date. Should SBRHS fail to make
such progress with the restoration of 3751 within said two-
year periOd, or complete such restoration within said three-
year period, City may, at its option, proceed to have title to
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3751 revert to City pursuant to the procedures set forth in an
agreement of sale between City and SBRHS dated December 12,
1985.
2. SBRHS covenants that it will not permit liens to be
placed against 3751 without the prior written consent of
City's Director of Parks, Recreation and Community Services
for the period ending December 11, 1987.
3. City and SBRHS shall comply with all terms, conditions
and provisions contained in the agreement of sale between City
and SBRHS dated December 12, 1985.
IN WITNESS WHEREOF, City has caused its corporate name and
seal to be affixed hereto and this instrument to be executed
by its Mayor, thereunto duly authorized by Resolution No. 85-
448.
CITY OF SAN BERNARDINO
ATTEST:
~g/7(Z/~mh
c1ty Clerk
By i~~~;/u;,~wJ
Rayor
Approved as to form:
~~~
Clty Attorney