HomeMy WebLinkAbout07-01-2025 SLOMA Community Partnership AgreementAGREEMENT BETWEEN THE CITY OF SAN LUIS OBISPO AND THE SAN
LUIS OBISPO MUSEUM OF ART FOR USE OF CITY PROPERTY
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COMMUNITY PARTNERSHIP AGREEMENT BETWEEN THE CITY OF SAN LUIS OBISPO AND THE SAN LUIS OBISPO
MUSEUM OF ART FOR PUBLIC ART PROFESSIONAL SERVICES
This community partnership agreement ("Agreement") is made and entered into in the City of San Luis Obispo on
July 1, 2025 by and between the City of San Luis Obispo, a municipal corporation and charter city, hereinafter
referred to as "City", and San Luis Obispo Museum of Art, hereinafter referred to as "SLOMA".
WITNESSETH:
WHEREAS, the City is the legal owner of the property located at 1010 Broad Street in the City of San Luis
Obispo as shown on Exhibit A; and
WHEREAS, SLOMA currently leases certain premises from the City located at 1010 Broad Street (the
“Leased Premises”), which constitutes a portion of certain real property owned by the City within City limits,
collectively known as Mission Plaza and identified as San Luis Obispo County Assessor Parcel No. 002-423-006. In
furtherance of CITY and SLOMA’s common goals and objectives for public art and education, as described herein,
CITY also desires to allow for reserved and permitted (at no cost) use by SLOMA of the “Mission Plaza lawn area”
located immediately to the northeast of SLOMA’s existing leased Premises as shown on Exhibit A attached to this
Agreement; and
WHEREAS, the City desires to maintain a mutually beneficial relationship with SLOMA as a way to continue
to enhance the sense of community through public art for the residents of San Luis Obispo; and
WHEREAS, consistent with adopted City planning documents, including the Downtown Concept Plan,
current Major City Goals that focus on economic vitality and tourism serving objectives, the City desires to create
a cultural arts district adjacent to the Mission Plaza and anchored by the Museum of Art (as well as by the Natural
History Center, Children’s Museum, and forthcoming SLOREP); and
WHEREAS, the City Council established and funded a public art program in 1990 (Resolution No. 6811
(1990 Series)); and
WHEREAS, SLOMA is uniquely qualified to provide the public art services contemplated under this
Agreement due to its intimate knowledge of art, unique connection to the arts community, and its long experience
producing and providing cultural art exhibits for the benefit of the community.
WHEREAS, SLOMA is situated to provide technical expertise, artists relationships, project management,
communications, and engagement leadership through the acquisition of public art pieces and/or the activation of
public spaces through the integration of public art and/or the acquisition of signature art pieces. SLOMA desires
to continue to activate the Mission Plaza lawn and outdoor space through installations, art activities, and
educational opportunities; enhancing the City’s cultural arts district; and
WHEREAS, the City Council recognizes that public art is fundamentally different from most other types of
public works in that when selecting public art, the CITY is looking for an individual expression or unique idea, which
makes sole-source selection and acquisition of completed pieces appropriate means of acquiring public art; and
WHEREAS, to ensure an efficient acquisition process, the City Council has delegated to the City Manager
the authority to approve acquisition of public art pieces by SLOMA under this Agreement; and
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WHEREAS, the CITY and SLOMA desire to continue to encourage public art that respects the community’s
past and embraces the future in a collaborative, diverse, and equitable fashion; and
WHEREAS, the CITY desires to maintain a mutually beneficial relationship between the CITY and SLOMA
as a way to continue to enhance the sense of place and community for residents through the proliferation of
public art and education thereof; and
WHEREAS, City staff will continue to focus directly on the other equally valuable components of the City’s
Public Art program, including support of the local art community, activation of space through art programming
and installation, infrastructure maintenance, communications and outreach, policy development and guidance,
and support of private development art installation; and
WHEREAS, the CITY has determined that partnerships with community organizations to provide shared
services to the community are of great benefit and SLOMA has provided a proposal to the City expressing a desire
to support public art installations to mutually benefit both agencies.
NOW THEREFORE, in consideration of their mutual promises, obligations and covenants hereinafter contained,
the parties hereto agree as follows:
1. TERM OF AGREEMENT The term of this Agreement shall be for two (2) years commencing on July 1, 2025, and
terminating on June 30, 2027
2. FINANCIAL MANAGEMENT. The CITY and SLOMA agree to a series of terms as outlined below.
2.1. The CITY shall compensate SLOMA $100,000 annually, for a total of $200,000, during the term of this
Agreement for the general services it provides under the terms of this agreement.
2.1.a. SLOMA shall invoice the CITY on a biannual basis (for $50,000 each half-year) for this service by no
later than July 1 and January 1 each year of this Agreement.
2.1.b. The CITY shall remit payment to SLOMA within thirty (30) days from the date of receipt by CITY of
its biannual invoice for general community art services from SLOMA.
2.2. SLOMA shall make a minimum of three different art acquisitions per year on behalf of the CITY, as defined
below. CITY shall pay for purchase or lease of public art pieces facilitated by SLOMA on the City’s behalf
under the terms of this agreement. For the length of this agreement said costs shall not to exceed
$200,000 annually which has been budgeted for the purpose of SLOMA’s facilitated acquisition of three
different types of art as follows:
Acquisitions and Installation of Art on Behalf of the City by
SLOMA for each year
MAXIMUM ANNUAL CITY FUNDED
BUDGET
(1) Completion of permanent sculpture art
installation of “Shift”, already owned by the City
Up to $40,000 for cost of installation
(sculpture already purchased for the price
of $10,000)
(1) Temporary installation on the Mission Plaza Lawn,
to be installed upon completion of Plaza
restoration. Includes management of
maintenance of temporary piece.
Up to $75,000 for cost of installation and
deaccession of the piece for an
approximate 18-month term.
(1) Permanent sculpture to be installed at Righetti
Community Park. Agreed upon location by City
and SLOMA.
Up to $200,000 for purchase and
installation of the piece.
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(1) Additional space maker installation on agreed
upon location within the City – one or more per
year
Up to $75,000 for cost of installation and
deaccession of the piece
Management of maintenance for and
deinstallation of temporary art at Garden Street
Alley.
Up to $10,000 for maintenance and
deaccession of the piece
Table 1.0: Installation Funded Amounts
2.2.a. PURCHASE OR LEASE OF ART: The CITY will purchase or lease the art directly from the artist. SLOMA
will coordinate payment and contract signing between CITY and artist, in a form provided by the
CITY. The City will pay a 40% deposit at time of contract execution and the remaining due at time
of completion.
2.2.b. INSTALLATION COSTS: As part of this Community Agreement, SLOMA is responsible for the
installation of the art and managing costs associated with the installation. SLOMA will provide a
separate estimate to the CITY for each of the different installation costs. The City will pay SLOMA a
40% towards the costs of installation at time of contract execution and the remaining due at time of
completion. The CITY will reimburse SLOMA for installation costs up to the approved estimated
amount once an invoice is provided. For reimbursement, qualifying expenses shall be recorded in
addition to the invoice SLOMA provides the CITY.
2.2.b.1. Qualifying expenses are defined as costs directly associated with the installation of the
art. Qualifying expenses do not include upgrades to shared space, marketing or private
photography costs, travel expenses without prior approval, personal gifts, meals, or gratuities.
2.2.b.2. Expenses will be reimbursed up to the amount predetermined by City Council and budget
direction and confirmed by Recreation Manager prior to purchase. Costs that exceed this cost
must be preapproved by City staff through written correspondence.
2.2.b.3. Costs for purchase and or lease of art plus the installation shall not exceed the original
quote and shall remain under the amount outlined in Table 1.0.
2.2.c. For each project, a contract, in a form approved by the CITY, will be completed between the CITY
and artist directly. SLOMA will act as liaison to ensure signatures are collected prior to payment or
services. The Agreement may need to be amended depending on the artist and art piece; in that
case, the Agreement will be modified with the advisement of the City Attorney’s Office.
2.2.d. Upon payment, the art becomes a part of the City’s collection (permanent or temporary) and all
rights belong to the CITY as outlined in agreement.
2.2.e. SLOMA may use public art for promotion and is expected to recognize the City as funder and
program manager.
3. CITY ROLES AND RESPONSIBILITIES. The City of San Luis Obispo Parks and Recreation Director may authorize
periodic modifications, within the scope of financial and/or operational authority, to the Roles and
Responsibilities as may deem necessary or appropriate to the partnership between the CITY and SLOMA. Any
amendments or modifications to the Roles and Responsibilities shall be in writing and may only be made with
the mutual written consent of both parties.
4. SCOPE OF SERVICES
Both parties agree to collaborate on the public art program projects as outlined in the obligations below.
A. CITY OBLIGATIONS
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i. The CITY will provide access and guidance to SLOMA relative to the CITY’s Public Art Policies
and Procedures Manual.
ii. The CITY will continue to manage the Utility Box Art Program.
iii. The CITY will continue to address maintenance needs of the public art program for the current
collection of artwork, including permanent artwork installed though the SLOMA/City
partnership.
iv. The CITY will continue to manage the private development public art program.
v. The CITY will set monthly reoccurring meetings with SLOMA Staff during the two (2) year term.
vi. In accordance with paragraph 2 of this Agreement, the CITY shall remit biannual payments to
SLOMA during the two (2) year term of this Agreement.
vii. The CITY will work with SLOMA regarding payment process to selected Artists as outlined in
this Agreement under “Financial Management.”
viii. The City will continue to hold and manage the Public Art Fund in its sole discretion.
ix. The City will continue to communicate purchasing limits, which include installation, purchase
or lease of art, and maintenance costs, prior to onset of each project to SLOMA.
x. Contracts for purchase or lease of art will be signed directly between the City and the artist.
xi. The City will provide direction regarding priority locations for art installations.
xii. City Public Works staff will continue to work with SLOMA regarding installation of art in public
spaces, as appropriate and necessary for the nature of each project and in accordance with
the CITY’S Public Art policy and the terms of this Agreement.
xiii. City Community Development staff will continue to work with SLOMA to support permitting
necessary for installations.
xiv. City Communications staff will continue to promote art installations, joint projects, and the
public art program, highlighting SLOMA as valued partners.
xv. City Tourism staff will continue to promote Public Art through social media marketing and
tourism outreach.
xvi. City staff will continue to notify SLOMA of Mission Plaza and street closures that may impact
the Museum prior to non-emergency planned closures. City staff will continue to activate and
draw visitors to the Mission Plaza through beautification, outreach, special event permitting
and space activation. Staff will provide a quarterly schedule of events to SLOMA.
xvii. City staff will continue to maintain the Mission Plaza Park, restrooms, lighting, and all spaces
where Public Art is installed under the terms of this agreement.
B. SLOMA OBLIGATIONS
i. SLOMA will provide coordination of public art for the CITY during the two-year term of this
Agreement. Projects shall include the items outlined above under 2.2 and are subject to City
approval and available funds.
1. .
ii. SLOMA will work with City staff to define a proposed and maximum budget to be spent on
each of these projects, including ongoing costs of maintenance. Should the costs for
installation exceed the budgeted costs, SLOMA will be responsible for communicating these
differences to the CITY prior to exceeding the balance or committing a difference of
compensation to vendors. If funds are not available nor approved, SLOMA will have the option
to supplement the costs and will be responsible for paying the difference.
a. City fees will only be used to pay for acquisition and/or installation of art
b. Reimbursement for art acquisition and/or installation requires SLOMA to
submit a receipt of art and/or installation as outlined under the Agreement
“Financial Management” section.
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c. For each installation, SLOMA will provide an invoice to define terms of what
expenses will be necessitated prior to, during and after the installation.
d. Costs of travel for staff or artists is not reimbursable without prior approval
as outlined in proposal.
e. In the event travel expenses will be reimbursed, City will pay hotel rates as
recommended in the US General Services Administration and a per diem as
outlined by City policy.
f. City fees may not be used pay for: alcohol, meals, personal gifts, travel costs
in excess of what was guaranteed in proposal.
iii. SLOMA will Acquire or facilitate temporary acquisition of art on behalf of the City.
a. SLOMA will serve as liaison to ensure artist signs and completes a contract with the
City, in a form approved by the CITY, and provides all documents to the CITY.
b. SLOMA will recognize the City as owner/lessor of the art in all communications
regarding the art.
c. The agreement in place will be made directly between the City and the artist. Any
agreement that SLOMA makes directly with the artist shall not interfere with the
completion of the City’s contract.
d. The City will retain permanent physical ownership of a piece or temporary ownership
of a piece and all decisions regarding these pieces shall be made directly with the
Recreation Manager.
e. SLOMA will provide the City with signed Statement of Authenticity from the artist or
a receipt from the artist, as needed.,
iv. The following criteria and considerations shall guide SLOMA’s process for selecting art on
behalf of the City:
a. SLOMA shall, in their expert discretion, pursue negotiations with artists who are
nationally or internationally renowned.
b. SLOMA shall pursue art pieces that:
i. Are durable, can withstand the elements and exposure to public spaces, and are
resistant to vandalism
ii. Can reasonably be maintained by the City after conveyance to the City
iii. Enhance the sense of place in the City
iv. Encourage observers to understand each other and the world around them
v. SLOMA shall follow the following process for selecting and acquiring art:
1. City staff to discuss priority areas with SLOMA or SLOMA to share ideas with City
staff (Recreation Manager)
2. SLOMA to contact Public Works City staff to discuss challenges, obstacles, or
necessities of installation in the public space;
3. SLOMA to present potential art piece and location to an ad hoc group that has
been preapproved by City staff (to include a variety of input including neighbors
to the installation location, any adjacent businesses, local artists, DEI
representative, and City staff)
4. SLOMA shall assist City staff in the preparation of a Sole Source justification
memo to be provided to the City Manager through a City Manager Report.
vi. In managing the installation of selected public art, SLOMA shall:
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1. Provide a timeline for completing the steps above and communicate changes to
the Recreation Manager
2. Serve as Public Art project liaison between selected Artists and CITY.
3. Secure planning/building permits, as may be required, and works with artist to
fabricate artwork.
4. Communicate with City Public Works for all work on the Mission Plaza lawn.
5. Repair any damage to City property during installation.
6. Coordinate with CITY payment schedule to selected Artist.
7. Coordinate and oversee the installation of the approved artwork.
vii. All marketing involving artwork paid for by the City will be tagged to the City and City will be
given full credit of ownership.
viii. Ribbon Cuttings will be coordinated by SLOMA after working with City staff to coordinate
available dates. The City will be invited to present at each ribbon cutting.
ix. Promotions shall be approved by City staff, including Communications Coordinator or staff
delegated thereby, prior to posting.
x. A sign for all art installations will be included in the cost of installation, shall follow City
Communications guidelines and shall be approved prior to printing.
xi. Continue to provide a monthly written update to the Recreation Manager in advance of
monthly meetings.
4.1. The CITY Recreation Manager, or staff delegated by Recreation Manager, and SLOMA Staff will meet
monthly during the two (2) year term of this Agreement to review the specific public art projects.
5. SHARED USE OF ADJACENT CITY PREMISES. In furtherance of CITY and SLOMA’s common goals and objectives
for public art and education, as described above, CITY also desires to allow SLOMA shared use of the lawn
area located immediately to the northeast of SLOMA’s existing leased Premises (the “Mission Plaza lawn area”
or the “Shared Use Area.” During the term of this Agreement, SLOMA shall be permitted to install public art
exhibits such as sculpture or other art mediums appropriate for an outdoor environment, as well as conduct
outdoor educational activities on the Shared Use Area at such times and on such conditions as approved by
the CITY. Installation of any such outdoor public art exhibits shall be subject to the Public Art Policies and
Procedures Manual, ensuring all planning and building permits are in place as may be required. Any
educational activities or events shall be subject to the standard terms and conditions that would otherwise
be applicable with a temporary special events permit issued by City’s Parks and Recreation Department. CITY
shall be responsible for normal and customary maintenance and upkeep of the Shared Use Area (e.g., mowing,
irrigation, etc.). SLOMA shall be responsible for maintenance, security, special insurance provisions, and any
and all costs whatsoever associated with activities and events that occur under the direction of SLOMA within
the Shared Use Area, and with the installation of outdoor art exhibits or sculpture that SLOMA may place
within the Shared Use Area. In the event that shared space is damaged during installation or an event in shared
space because of actions, or inactions, taken by SLOMA or their contractors, SLOMA will be responsible for
costs of repair in compliance with City standards and staff approval. Uses of the Shared Use Area other than
those contemplated in this Paragraph 5 are prohibited and shall be considered a breach of this Agreement.
6. LICENSES AND PERMITS. At all times during the term of this Agreement, SLOMA shall have in full force and
effect, all licenses required of it by law for the performance of the Services described in this Agreement.
SLOMA shall procure all permits and licenses, pay all charges and fees, and give all notices necessary under
this Agreement.
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7. COMPLIANCE WITH LAW. SLOMA shall keep itself informed of and shall observe and comply with all applicable State
and Federal laws and regulations, and county and City of San Luis Obispo ordinances, regulations and adopted codes,
which in any manner affect those employed by SLOMA or in any way affect the performance of the Services pursuant
to this Agreement. SLOMA shall not permit others to violate any applicable laws, regulations, or ordinances in, on,
or through the use of the Leased Premises or Shared Use Area. The City, and its officers and employees, shall not be
liable at law or in equity occasioned by failure of the SLOMA to comply with this Section. Failure to comply with local
ordinances may result in monetary fines and cancellation of this Agreement.
8. COMPLIANCE WITH INDUSTRY STANDARD. SLOMA shall provide services acceptable to City in strict conformance
with the Agreement. SLOMA shall also provide in accordance with the standards customarily called for under this
Agreement using the degree of care and skill ordinarily exercised by reputable providers of such services. Where
approval by the City, the City Manager, the Mayor, or other representative of City is required, it is understood to be
general approval only and does not relieve SLOMA of responsibility for complying with all applicable laws, codes,
policies, regulations, and good business practices.
9. INDEPENDENT COMMUNITY PARTNER.
9.1. SLOMA is and shall at all times remain as to the City a wholly independent community partner. The
personnel performing the Services under this Agreement on behalf of SLOMA shall at all times be under
SLOMA’s exclusive direction and control, except as set forth in this Agreement upon mutual acceptance
of the parties. Neither City nor any of its officers, employees, or agents shall have control over the conduct
of SLOMA or any of SLOMA’s officers, employees, or agents, except as set forth in this Agreement. SLOMA
shall not at any time or in any manner represent that it or any of its officers, employees, or agents are in
any manner officers, employees, or agents of the City. SLOMA shall not incur or have the power to incur
any debt, obligation, or liability whatsoever against City, or bind City in any manner.
9.2. No employee benefits shall be available to SLOMA in connection with the performance of this Agreement.
Except for the fees paid to SLOMA as provided in the Agreement, City shall not pay salaries, wages, or
other compensation to SLOMA for performing the Services hereunder for City. City shall not be liable for
compensation or indemnification to SLOMA for injury or sickness arising out of performing services
hereunder.
10. PRESERVATION OF CITY PROPERTY. SLOMA shall provide and install suitable safeguards, approved by the
City, to protect City property from injury or damage. If City property is injured or damaged resulting from
SLOMA’s operations, it shall be replaced or restored at SLOMA’s expense. The City’s facilities shall be replaced
or restored to a condition as good as when the SLOMA began the work.
11. IMMIGRATION ACT OF 1986. SLOMA warrants on behalf of itself and all subconsultants engaged for the
performance of the Services that only persons authorized to work in the United States pursuant to the
Immigration Reform and Control Act of 1986 and other applicable laws shall be employed in the performance
of the Services hereunder.
12. NON-DISCRIMINATION. In the performance of the Services, SLOMA agrees that it will not engage in, nor
permit such subconsultants as it may employ, to engage in discrimination in employment of persons because
of age, race, color, sex, national origin or ancestry, sexual orientation, or religion of such persons.
13. INSPECTION. City shall at all times have the right to inspect the work being done under this Agreement and
SLOMA shall furnish City with every reasonable opportunity and assistance required for City to ascertain that
the Services of the SLOMA are being performed in accordance with the requirements and intentions of this
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Agreement. All work done, and all materials furnished, if any, shall be subject to the City’s inspection and
approval. The inspection of such work shall not relieve SLOMA of any of its obligations under the Agreement.
14. RELEASE OF INFORMATION. All information gained by SLOMA in performance of this Agreement shall be considered
confidential and shall not be released by SLOMA without City's prior written authorization. SLOMA, its officers,
employees, agents, or subconsultants, shall not, without written authorization from the City Manager or unless
requested by the City Attorney, voluntarily provide declarations, letters of support, testimony at depositions,
response to interrogatories, or other information concerning the work performed under this Agreement. Response
to a subpoena or court order shall not be considered "voluntary" provided SLOMA gives City notice of such court
order or subpoena.
SLOMA shall promptly notify City should SLOMA, its officers, employees, agents, or subconsultants be served with any
summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions,
or other discovery request (“Discovery”), court order, or subpoena from any person or party regarding this Agreement,
unless the City is a party to any lawsuit, arbitration, or administrative proceeding connected to such Discovery, or unless
SLOMA is prohibited by law from informing the City of such Discovery. City retains the right, but has no obligation, to
represent SLOMA and/or be present at any deposition, hearing, or similar proceeding as allowed by law. Unless City is a
party to the lawsuit, arbitration, or administrative proceeding and is averse to SLOMA in such proceeding, SLOMA agrees
to cooperate fully with City and to provide the opportunity to review any response to Discovery requests provided by
SLOMA. However, City's right to review any such response does not imply or mean the right by City to control, direct, or
rewrite said response.
15. OWNERSHIP OF DOCUMENTS. SLOMA shall maintain complete and accurate records with respect to sales, costs,
expenses, receipts, and other such information required by City that relate to the performance of the Services under
this Agreement. SLOMA shall maintain adequate records of services provided in sufficient detail to permit an
evaluation of services. All such records shall be maintained in accordance with generally accepted accounting
principles and shall be clearly identified and readily accessible. SLOMA shall provide free access to the
representatives of City or its designees at reasonable times to such books and records; shall give City the right
to examine and audit said books and records; shall permit City to make transcripts or copies therefrom as
necessary; and shall allow inspection of all work, data, documents, proceedings, and activities related to this
Agreement. Such records, together with supporting documents, shall be maintained for a period of three (3)
years after receipt of final payment.
Upon completion of, or in the event of termination or suspension of this Agreement, all original documents,
designs, drawings, maps, models, computer files, surveys, notes, and other documents prepared in the course
of providing the Services under this Agreement shall become the sole property of the City and may be used,
reused, or otherwise disposed of by the City without the permission of SLOMA. With respect to computer
files, SLOMA shall make available to the City, at the SLOMA’s office and upon reasonable written request by
the City, the necessary computer software and hardware for purposes of accessing, compiling, transferring,
copying and/or printing computer files. SLOMA hereby grants to City all right, title, and interest, including any
copyright, in and to the documents, designs, drawings, maps, models, computer files, surveys, notes, and
other documents prepared by SLOMA in the course of providing the Services under this Agreement.
16. COMPLETE AGREEMENT. This written Agreement, including all writings specifically incorporated herein by
reference, shall constitute the complete agreement between the parties hereto. No oral agreement,
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understanding or representation not reduced to writing and specifically incorporated herein shall be of any
force or effect, nor shall any such oral agreement, understanding or representation be binding upon the
parties hereto.
17. INDEMNIFICATION AND DEFENSE. To the fullest extent permitted by law (including, but not limited to
California Civil Code Sections 2782 and 2782.8), SLOMA shall indemnify, defend, and hold harmless the City,
and its elected officials, officers, employees, volunteers, and agents (“City Indemnitees”), from and against
any and all causes of action, claims, liabilities, obligations, judgments, or damages, including reasonable legal
counsels’ fees and costs of litigation (“claims”), arising out of SLOMA’s performance or SLOMA’s failure to
perform its obligations under this Agreement or out of the operations conducted by SLOMA, including the
City’s passive negligence, except for such loss or damage arising from the sole or active negligence or willful
misconduct of the City. In the event the City Indemnitees are made a party to any action, lawsuit, or other
adversarial proceeding arising from SLOMA’s performance of this Agreement, SLOMA shall provide a defense
to the City Indemnitees or at the City’s option, reimburse the City Indemnitees their costs of defense, including
reasonable legal fees, incurred in defense of such claims. The City shall execute an agreement with each
subcontractor (ARTIST) which will include an Indemnification and Defense clause for the ARTIST’s
performance or failure to perform its obligations under the agreement.
18. SUSPENSION OR TERMINATION OF AGREEMENT WITHOUT CAUSE.
18.1. The City may at any time, for any reason, with or without cause, suspend or terminate this Agreement, or any
portion hereof, by serving upon SLOMA at least thirty (30) days prior written notice. Upon receipt of said notice,
SLOMA shall immediately cease all work under this Agreement, unless the notice provides otherwise. If the City
suspends or terminates a portion of this Agreement such suspension or termination shall not make void or invalidate
the remainder of this Agreement.
18.2. In the event this Agreement is terminated pursuant to this Section, the City shall pay to SLOMA the actual value
of the work performed up to the time of termination, provided that the work performed is of value to the City.
Upon termination of the Agreement pursuant to this Section, SLOMA will submit an invoice to the City
19. TERMINATION FOR CAUSE. If, during the term of the Agreement, the City determines SLOMA is not faithfully
abiding by any term or condition contained herein, the City may notify SLOMA in writing of such defect or
failure to perform. This notice must give SLOMA a ten (10) calendar day notice of time thereafter in which to
perform said work or cure the deficiency.
19.1. If SLOMA has not performed the work or cured the deficiency within the ten (10) days specified in the
notice, such shall constitute a breach of the Agreement and the City may terminate the Agreement
immediately by written notice to SLOMA to said effect (“Notice of Termination”). Thereafter, neither
party shall have any further duties, obligations, responsibilities, or rights under the Agreement except to
comply with the obligations upon termination.
19.2. In said event, SLOMA shall be entitled to the reasonable value of its services performed from the
beginning date in which the breach occurs up to the day it received the City’s Notice of Termination,
minus any offset from such payment representing the City’s damages from such breach. “Reasonable
value” includes fees or charges for goods or services as of the last milestone or task satisfactorily
delivered or completed by SLOMA as may be set forth in the Agreement payment schedule;
compensation for any other work or services performed or provided by SLOMA shall be based solely on
the City’s assessment of the value of the work-in-progress in completing the overall scope.
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19.3. The City reserves the right to delay such payment until completion or confirmed abandonment of the
project, as may be determined in the City’s sole discretion, so as to permit a full and complete accounting
of costs. In no event, however, shall SLOMA be entitled to receive in excess of the not to exceed amount
shown in this Agreement.
20. INSURANCE SLOMA shall maintain prior to the beginning of and for the duration of this Agreement insurance
coverage as specified in Exhibit B attached to and made part of this Agreement.
21. SAFETY PROVISIONS. SLOMA shall conform to the rules and regulations pertaining to safety established
by OSHA and the California Division of Industrial Safety.
22. PUBLIC AND EMPLOYEE SAFETY. Whenever SLOMA operations create a condition hazardous to the public or
City employees, it shall, at its expense and without cost to the City, furnish, erect and maintain such fences,
temporary railings, barricades, lights, signs and other devices and take such other protective measures as are
necessary to prevent accidents or damage or injury to the public and employees.
23. UNDUE INFLUENCE. SLOMA declares and warrants that no undue influence or pressure was used against or in
concert with any officer or employee of the City in connection with the award, terms or implementation of this
Agreement, including any method of coercion, confidential financial arrangement, or financial inducement. No
officer or employee of the City has or will receive compensation, directly or indirectly, from SLOMA, or from any
officer, employee or agent of SLOMA, in connection with the award of this Agreement or any work to be conducted
as a result of this Agreement. Violation of this Section shall be a material breach of this Agreement entitling the City
to any and all remedies at law or in equity.
24.1 ASSIGNMENT. SLOMA shall not assign, transfer, convey or otherwise dispose of the contract, or its right,
title or interest, or its power to execute such a contract to any individual or business entity of any kind
without the previous written consent of the City. As required above, before retaining or contracting with
any subconsultant for any services under this Agreement, City must consent to such assignment of
performance in writing. For City to evaluate such proposed assignment, SLOMA shall provide City with the
identity of the proposed subconsultant, a copy of the proposed written contract between SLOMA and such
subconsultant, which shall include an indemnity provision similar to the one provided herein and identifying
City as an indemnified party, or an incorporation of the indemnity provision provided herein, and proof that
such proposed subconsultant carries insurance at least equal to that required by this Agreement or obtain a
written waiver from City for such insurance.
24. AMENDMENT. Any amendment, modification, or variation from the terms of this Agreement shall be in writing and
shall be effective only upon approval by the appropriate review authority according to the City’s Financial
Management Manual. SLOMA shall not be compensated for any services rendered in connection with its
performance of this Agreement which are in addition to those set forth herein, unless such additional services are
authorized by the City in advance and in writing.
25. NOTICE. All notices to the Parties hereto under this Agreement shall be in writing and shall be sent either by (i)
personal service, (ii) delivery by a reputable document delivery service, such as, but not limited to, Federal Express,
which provides a receipt showing date and time of delivery, or (iii) United States Mail, certified, postage prepaid,
return receipt requested. All such notices shall be delivered to the addressee or addressed as set forth below:
To City: Parks and Recreation Department
City of San Luis Obispo
1341 Nipomo St.
Docusign Envelope ID: 9F756B33-6049-410D-A70C-C7F720D0558D
AGREEMENT BETWEEN THE CITY OF SAN LUIS OBISPO AND THE SAN
LUIS OBISPO MUSEUM OF ART FOR USE OF CITY PROPERTY
Page 11
San Luis Obispo, CA 93401
To SLOMA: San Luis Obispo Museum of Art
1010 Broad Street
San Luis Obispo, CA 93401
26. GOVERNING LAW. Any action arising out of this Agreement shall be brought in the Superior Court of San Luis
Obispo County, California, regardless of where else venue may lie. The validity, interpretation, construction
and performance of this Agreement, and all acts and transactions pursuant hereto and the rights and
obligations of the Parties hereto shall be governed, construed and interpreted in accordance with the laws of
the State of California, without giving effect to principles of conflicts of law.
27. AUTHORITY TO EXECUTE AGREEMENT. Both City and SLOMA do covenant that each individual executing
this Agreement on behalf of each party is a person duly authorized and empowered to execute Agreements
for such party.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed the day and year first above
written.
CITY OF SAN LUIS OBISPO SAN LUIS OBISPO MUSEUM OF ART
a municipal corporation and charter city
_________________________________ ______________________________
Whitney, McDonald, City Manager By: Leann Standish, Executive Director
Executive Director
APPROVED AS TO FORM: SAN LUIS OBISPO MUSEUM OF ART
_____________________________ ______________________________
J. Christine Dietrick, City Attorney By: Ermina Karim
Its: SLOMA Board President
Docusign Envelope ID: 9F756B33-6049-410D-A70C-C7F720D0558D
EXHIBIT A
SHARED USE AREA
Docusign Envelope ID: 9F756B33-6049-410D-A70C-C7F720D0558D
Exhibit B
City’s Insurance Requirements
Without limiting SLOMA’s indemnification of City, and prior to commencement of Lease, SLOMA shall obtain,
provide, and maintain at its own expense during the term of this Agreement, policies of insurance of the type
and amounts described below and in a form satisfactory to the City.
General liability insurance. SLOMA shall maintain commercial general liability insurance with coverage at least
as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence,
$2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include
contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract”
language will not be accepted.
Workers’ compensation insurance. SLOMA shall maintain Workers’ Compensation Insurance (Statutory Limits)
and Employer’s Liability Insurance (with limits of at least $1,000,000). SLOMA shall submit to City, along with
the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents,
employees, and volunteers.
Property insurance. The Museum of Art located at 1010 Broad St, San Luis Obispo, CA is included on the City’s
property insurance schedule. However, upon commencement of construction of SLOMA improvements and
betterments, or installation of equipment, with approval of City, SLOMA shall obtain and maintain insurance on
SLOMA’s improvements and betterments. Policy shall be provided for replacement value on an “all risk” basis.
There shall be no coinsurance penalty provision in any such policy.
Proof of insurance. SLOMA shall provide certificates of insurance and required endorsements to City as
evidence of the insurance coverage required herein. Insurance certificates and endorsements must be approved
by City’s Risk Manager prior to commencement of performance. Current certification of insurance shall be kept
on file with City for the contract period and any additional length of time required thereafter. City reserves the
right to require complete, certified copies of all required insurance policies, at any time.
Duration of coverage. SLOMA shall procure and maintain for the contract period, and any additional length of
time required thereafter, insurance against claims for injuries to persons or damages to property, or financial
loss which may arise from or in connection with the performance of the Work hereunder by SLOMA, their
agents, representatives, employees, or subconsultants.
Primary/noncontributing. Coverage provided by SLOMA shall be primary and any insurance or self-insurance
procured or maintained by City shall not be required to contribute with it. The limits of insurance required
herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess
insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary
and non-contributory basis for the benefit of City before the City’s own insurance or self- insurance shall be
called upon to protect it as a named insured.
City’s rights of enforcement. In the event any policy of insurance required under this Agreement does not
comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain
the insurance it deems necessary, and any premium paid by City will be promptly reimbursed by SLOMA or City
AGREEMENT BETWEEN THE CITY OF SAN LUIS OBISPO AND THE SAN
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will withhold amounts sufficient to pay premium from SLOMA payments. In the alternative, City may cancel this
Agreement.
Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the
Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in
the State of California, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class
VII (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the
City’s Risk Manager.
Waiver of subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be
endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees, and
volunteers or shall specifically allow SLOMA or others providing insurance evidence in compliance with these
specifications to waive their right of recovery prior to a loss. SLOMA hereby waives its own right of recovery
against City and shall require similar written express waivers and insurance clauses from each of its
subconsultants. Enforcement of contract provisions (non estoppel). SLOMA acknowledges and agrees that any
actual or alleged failure on the part of the City to inform SLOMA of non-compliance with any requirement
imposes no additional obligations on the City nor does it waive any rights hereunder.
Requirements not limiting. Requirements of specific coverage features or limits contained in this section are not
intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally
provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as
it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of
other coverage, or a waiver of any type. If the SLOMA maintains higher limits than the minimums shown above,
the City requires and shall be entitled to coverage for the higher limits maintained by the SLOMA. Any available
insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the
City.
Notice of cancellation. SLOMA agrees to oblige its insurance agent or broker and insurers to provide the City
with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required)
or nonrenewal of coverage for each required coverage. If any of the SLOMA’s insurers are unwilling to provide
such notice, then SLOMA shall have the responsibility of notifying the City immediately in the event of SLOMA’s
failure to renew any of the required insurance coverages or insurer’s cancellation or non-renewal.
Additional insured status. General liability, automobile liability, and umbrella/excess liability insurance policies
shall provide or be endorsed to provide that City and its officers, officials, employees, agents, and volunteers
shall be additional insureds under such policies. Prohibition of undisclosed coverage limitations. None of the
coverages required herein will be in compliance with these requirements if they include any limiting
endorsement of any kind that has not been first submitted to City and approved of in writing.
Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that
SLOMA’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except
with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions.
Pass-through clause. SLOMA agrees to ensure that its subconsultants, subcontractors, and any other party who
is brought onto or involved in the project/service by SLOMA (hereinafter collectively “subcontractor”), provide
the same minimum insurance coverage and endorsements required of SLOMA. SLOMA agrees to monitor and
review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity
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with the requirements of this section. However, in the event SLOMA’s subcontractor cannot comply with this
requirement, which proof must be submitted to the City, SLOMA shall be required to ensure that its
subcontractor provide and maintain insurance coverage and endorsements sufficient to the specific risk of
exposure involved with subcontractor’s scope of work and services, with limits less than required of the SLOMA,
but in all other terms consistent with the SLOMA’s requirements under this agreement. This provision does not
relieve the SLOMA of its contractual obligations under the agreement and/or limit its liability to the amount of
insurance coverage provided by its subcontractors. This provision is intended solely to provide SLOMA with the
ability to utilize a subcontractor who may be otherwise qualified to perform the work or services but may not
carry the same insurance limits as required of the SLOMA under this agreement given the limited scope of work
or services provided by the subcontractor. SLOMA agrees that upon request, all agreements with
subcontractors, and others engaged in the project, will be submitted to City for review.
City’s right to revise specifications. The City reserves the right at any time during the term of the contract to
change the amounts and types of insurance required by giving the SLOMA ninety (90) days advance written
notice of such change. If such change results in substantial additional cost to the SLOMA, the City and SLOMA
may renegotiate SLOMA’s compensation.
Self-insured retentions. Any self-insured retentions must be declared to and approved by City. City reserves the
right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible, or require proof
of ability to pay losses and related investigations, claim administration, and defense expenses within the
retention through confirmation from the underwriter.
Timely notice of claims. SLOMA shall give City prompt and timely notice of claims made or suits instituted that
arise out of or result from SLOMA’s performance under this Agreement, and that involve or may involve
coverage under any of the required liability policies.
Additional insurance. SLOMA shall also procure and maintain, at its own cost and expense, any additional kinds
of insurance, which in its own judgment may be necessary for its proper protection. SLOMA’s personal
property, fixtures, equipment, inventory, and vehicles are not insured by City against loss or damage due to fire,
theft, vandalism, rain, water, criminal or negligent acts of others, or any other cause.
AGREEMENT BETWEEN THE CITY OF SAN LUIS OBISPO AND THE SAN
LUIS OBISPO MUSEUM OF ART FOR USE OF CITY PROPERTY
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Docusign Envelope ID: 9F756B33-6049-410D-A70C-C7F720D0558D