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HomeMy WebLinkAboutItem 6h - SLO Railroad Museum - Amended and Restated Lease Agreement Item 6h Department: Administration Cost Center: 1005 For Agenda of: 6/16/2026 Placement: Consent Estimated Time: N/A FROM: Greg Hermann, Deputy City Manager Prepared By: Robert Hill, Sustainability & Natural Resources Official SUBJECT: SAN LUIS OBISPO RAILROAD MUSEUM – AMENDED AND RESTATED LEASE AGREEMENT RECOMMENDATION Approve an Amended and Restated Lease Agreement between the City of San Luis Obispo and the San Luis Obispo Railroad Museum. POLICY CONTEXT The City’s Financial Management Manual (Section 475-C) allows long-term leases of City property, as well as provisions for leases to non-profit organizations, where there is a clear link between the lease purpose and accomplishment of significant City goals, plans or policies and where there is a clear and measurable community benefit. The City Council adopted a Community Partnership Policy by Resolution No. 8862 (1998 Series), with the stated goal to “encourage partnerships with non-profit organizations for the mutual benefit of both the City and the organizations.” The recommended action is in furtherance of the City’s Railroad District Plan (1998), which in turn is intended to implement General Plan policy and the City’s Historic Preservation Ordinance. DISCUSSION Background The City of San Luis Obispo enjoys a long-standing public / private partnership with the San Luis Obispo Railroad Museum (SLORRM) that stretches back over 25 years. The relationship and nature of the partnership has supported a variety of activities associ ated with historic preservation, public education, and implementation of the City’s Railroad District Plan (1998). In particular, SLORRM has worked collaboratively with the City on the rehabilitation and tenant improvements to the historic 1894 Southern Pacific Freight Warehouse necessary to create, activate, and operate the Railroad Museum, as well as the “Railroad Walk of History” as identified in the Railroad Distr ict Plan (see Figures 15 and 16). In 2000, the City and SLORRM entered into a Lease Agreement for use of the Southern Pacific Freight Warehouse (2000 Lease Agreement), Page 103 of 476 Item 6h This report seeks approval of an Amended and Restated Lease Agreement (Attachment A) in order to allow SLORRM the ability to continue to plan, invest, and implement renovations and improvements to the existing Railroad Museum, as well as the continued refurbishment and outdoor display of historic railroad-oriented artifacts, through the assurances that a longer-term lease can provide, as has been requested by SLORRM. The Amended and Restated Lease Agreement extends the expiration of the lease term from 2040 to the year 2067, while also clarifying the conditions under which the outdoor display of artifacts can occur with City permission and coordination. The 2000 Lease Agreement included a term until 2040, along with automatic 15-year extension; however, SLORRM was not able to occupy the space until twelve years later while the building was being rehabilitated by the City. Thus, the logic behind the amended term is to include the automatic extension from the 2000 Lease Agreement plus the twelve years during which SLORRM was not able to utilize the space. There have been no other prior changes or amendments to the 2000 Lease. In addition to the term, other proposed changes in the draft Amended and Restated Lease Agreement include the deletion of a paragraph pertaining to use of the Emily Street Encroachment Area, which has since been vacated by SLORRM. At the time of the 2000 Lease Agreement, it was anticipated that a regional transit facility might be located within the railroad square area, and that a portion of the Museum might be used as a break area for transit drivers. However, by the time the tenant improvements and Museum improvements were completed by SLORRM, it had been determined in coordination with the City that a portion of the Museum would not be needed as a transit facility; therefore, paragraphs 9c., 9d., 10c., 10d., and 11d. have been deleted from the draft Amended and Restated Lease Agreement. All other terms and conditions of the prior 2000 Lease Agreement (Exhibit B) are substantially similar, other than minor clerical items or to address consistency of defined terms. SLORRM is an all-volunteer non-profit organization that has built a strong board, committee, and governance structure. They continue to assess their longer -term facility and operational needs that can be accomplished in the future as guided by their Development and Operations Plan (updated 2024). The Railroad Museum is open every Saturday and is also available for special events and occasions. SLORRM also maintains regular communications and educational opportunities. Previous Council Action On June 16, 1998, the City Council approved Resolution No. 8817 (1998 Series) adopting the Railroad District Plan, which set forth a vision and area plan for historic preservation, circulation improvements, and revitalization of the plan area, as well as adopting the environmental document for the plan. On April 6, 1999, the City Council approved the acquisition of two properties from the Union Pacific Railroad Company (formerly Southern Pacific Railroad Company) one of which was known as the “Railroad Transportation Center” that included the historic 1894 Southern Pacific Freight House. Page 104 of 476 Item 6h On August 15, 2000, the City Council approved the 2000 Lease Agreement with the San Luis Obispo Railroad Museum organization for the use of the City-owned Southern Pacific Freight House in order to create a Railroad Museum facility. Public Engagement The proposed Amended and Restated Lease Agreement is considered a matter of routine City business. Any member of the public may provide written or in -person comments before the City Council. CONCURRENCE The City’s Public Works Maintenance staff and the Community Development Department’s City Arborist have been briefed on the permission and coordination with staff pertaining to the use of the parking lot area for outdoor display railroad -oriented historic artifacts adjacent to the Museum (as related to landscaping, irrigation, trees) and have indicated their support. ENVIRONMENTAL REVIEW Entering into the Amended and Restated Lease Agreement with SLOMA is not considered a project (CEQA Guidelines § 15378). FISCAL IMPACT Budgeted: No Budget Year: 2025-26 Funding Identified: No Fiscal Analysis Funding Sources Total Budget Available Current Funding Request Remaining Balance Annual Ongoing Cost General Fund State Federal Other: Total N/A N/A Entering into the Amended and Restated Lease Agreement with SLORRM has very modest fiscal implications in and of itself. The agreement with SLORRM retains the $1 annual lease payment and extends the termination date from December 31, 2040 , to December 31, 2067. It will require only modest staff time from City Administration, Community Development, and the Public Works Maintenance Division to oversee the terms and conditions of the agreement. Page 105 of 476 Item 6h ALTERNATIVES The City Council could: 1. Approve the Amended and Restated Lease Agreement with amendments. Council may direct any edits, changes, or clarifications. 2. Deny the Amended and Restated Lease Agreement, in which case the existing 2010 Lease Agreement will continue until 2040 . 3. Continue the item with specific direction to staff to provide more information or make changes, or if more discussion time is required before taking action. ATTACHMENTS A – Draft Amended and Restated Lease Agreement B – 2000 Lease Agreement Page 106 of 476 AMENDED AND RESTATED LEASE AGREEMENT BETWEEN THE CITY OF SAN LUIS OBISPO AND THE SAN LUIS OBISPO RAILROAD MUSEUM FOR USE OF CITY PROPERTY This Amended and Restated Agreement (“Agreement”) for Use of City Property is made this _______________ 2026 (the “Effective Date”), by and between the City of San Luis Obispo, a municipal corporation and charter city (herein referred to as "City") and the San Luis Obispo Railroad Museum, a 501(c)(3) non-profit organization (herein referred to as "SLORRM ") (collectively referred to as the “Parties”.) RECITALS WHEREAS, the City owns certain real property located at 1940 Santa Barbara Ave., San Luis Obispo, California, as depicted in Exhibit A (the “Property”), attached hereto and incorporated herein by this reference; and WHEREAS, on August 30, 2000, the City leased to SLORRM a portion of the Property (the “Premises”) which has been extensively remodeled and improved to create the San Luis Obispo Railroad Museum (the “Museum”) (collectively, the “Lease”); and WHEREAS, on August 11, 2006, the City and SLORRM executed an Agreement Affecting Real Property and Permit for Temporary Encroachment Within the Public Right of Way the “Emily Street Encroachment Permit”) authorizing the temporary placement, display and encroachment of ballasts, railroad ties, rails, rail cars and appurtenances (the “improvements”) on the Emily Street right-of-way located adjacent and proximate to the Premises (the “Emily Street Encroachment Area”). The Emily Street Encroachment Permit was revocable upon ninety (90) days written notice from the City, which could be given at any time at the City’s sole option and discretion. On December 14, 2022, the City provided written notice to SLORRM that all improvements must be removed by and at the sole expense of SLORRM by October 1, 2023, and SLORRM has since vacated the Emily Street Encroachment Area; and WHEREAS, the Parties agree that SLORRM shall retain access to and use of City-owned property under a separate encroachment permit issued on August 11, 2006 (the “Santa Barbara Avenue Encroachment Permit”) authorizing temporary placement of ballast, railroad ties, and rails per approved plans, as well as display of railroad cars and appurtenances, as it relates to the work of SLORRM, in the encroachment area in the parking lot area of 1940 Santa Barbara Avenue (the “Santa Barbara Avenue Encroachment Area.”) The Parties agree that this has also been understood to apply to select landscape planting areas within the parking lot; and WHEREAS, by this Amended and Restated Lease Agreement, City and SLORRM desire to extend the term of SLORRM’s Lease of the Premises, authorize the placement and maintenance of railroad related historic artifacts in and about the Property and to establish mutual understandings between City and SLORRM regarding the use of the encroachment area following the termination of the Emily Street Encroachment Permit. Page 107 of 476 NOW THEREFORE, in consideration of their mutual promises, obligations, and covenants hereinafter contained, the parties hereto agree as follows: TERMS 1. Intent of Agreement. SLORRM and City acknowledge and agree that it is the intent of this Agreement to provide a space for the development and operation of the Museum which is open to the public and that helps preserve and present for the general public’s awareness and enjoyment the railroad history of California and, specifically, the Central Coast. 2. Location of Property. Subject to the terms and conditions hereof, City hereby leases to SLORRM, and SLORRM hereby leases from City the real property and City-owned railroad facilities described and depicted in Exhibit A. City and SLORRM acknowledge that the demised Premises includes the old Southern Pacific Railroad freight house, adjoining landscape area on the Santa Barbara Street side of the building and that portion of the property reserved for eventual railroad track for display purposes. The demised Premises does not include any sidewalks or bikeways. 3. Installation of Railroad Historic Artifacts within Landscaping. In consideration of SLORRM vacating the Emily Street Encroachment Area, and subject to the existing Santa Barbara Avenue Encroachment Permit, SLORRM may place railroad related historic artifacts along the display track and within the landscaped areas identified by the shaded areas in Exhibit A. Removal and management of any trees or shrubbery in the landscaped areas to accommodate placement of artifacts shall be approved by the City on a case -by- case basis and carried out in coordination with City staff, with special consideration or irrigation or other site constraints. In considering any additional encroachment permit submitted pursuant to this paragraph 3, the Public Works Director shall consider the potential impact that such improvement has on the landscaping, irrigation systems, line of sight visibility, vehicular and/or pedestrian traffic and any other impacts to the City’s property or other potential health, safety or welfare concerns. SLORRM further agrees to comply with any and all building code, zoning or other rules, regulations or other requirements for such installation. SLORRM shall remove such artifacts at the written request of City and agrees to repair the affected landscape area to the same or better condition than prior to such installation and to the satisfaction of the City’s Public Works Director. SLORRM agrees to indemnify, defend and hold City harmless for any personal injury, including death, or property damage arising from or attributable to the installation or display, including City’s approval, of such railroad artifacts as authorized herein. 4. Operation of Railroad Museum. SLORRM agrees to continue to develop, operate, and maintain the Museum for the term of this Agreement consistent with the intent of this Agreement. The City hereby acknowledges that SLORRM currently operates the Museum in a manner that meets the intent of this Agreement. The City will have no obligation for development, maintenance and/or operation of the Museum, including any tenant improvements. Any costs incurred for development and operation of the museum shall be the sole responsibility of the SLORRM. Page 108 of 476 SLORRM agrees to provide City with annual progress reports describing SLORRM’s implementation of its Development and Operations Plan objectives, as may be amended and / or updated from time to time. SLORRM shall maintain in good standing its 501(c)3 non-profit status and shall maintain regular open hours of use at the Museum in accordance with the standards provided below at paragraph 15. 5. Term of Agreement. The term of this Agreement shall commence upon execution by both parties and shall automatically expire on December 31, 2067. Upon execution of this Agreement by both parties, the August 30, 2000 Lease between City and SLORRM shall be superseded in its entirety by this Agreement as of the Effective Date. 6. Termination of Agreement by City. The City reserves the right to terminate this Agreement by providing SLORRM six (6) months prior written notice of termination. In the event of early termination of this Agreement by the City without cause, the City shall have the option to buy out permanent improvements at the proportional rate of 50% of the actual construction costs if such termination occurs within ten (10) years of the Effective Date. In the event that such termination occurs after ten (10) years of the Effective Date, City shall not owe SLORRM anything for any of the costs of the permanent improvements. The above "buyout" provisions shall be in lieu of any other compensation, including but not limited to, relocation assistance. 7. Termination of Agreement by SLORRM. SLORRM may terminate this Agreement by notifying the City in writing six (6) months prior to termination. In the event that SLORRM chooses to exercise this option, all permanent improvements (excluding removable exhibits acquired and/or installed by SLORRM) shall revert to the City without any compensation whatsoever. 8. Relationship of Parties. Under this Agreement, the City shall be solely and exclusively a lessor, and SLORRM shall be solely and exclusively a lessee. SLORRM shall not be considered a partner, agent, officer or employee of the City. SLORRM's officers, members, affiliates, volunteers, employees and independent contractors shall not be considered agents, officers or employees of the City. 9. Rent. In recognition of the public benefits the SLORRM provides the community, the City agrees to lease the Premises to SLORRM for $1 per year, payable on the anniversary date of this Agreement each year. 10. Extent and Condition of Premises. SLORRM shall accept the Premises "as is". This Agreement shall not obligate the City to guarantee the suitability of Premises, the suitability of the Premises for the intended use by SLORRM, the duration that Premises may be safely occupied, or the availability of alternate facilities. Should any occurr ence (such as fire, earthquake, flood or the need to repair or improve Premises by the City) necessitate closing the Premises, or a portion of Premises, to the public, SLORRM shall have no recourse to the City for any loss incurred. Page 109 of 476 11. Historic Freight House. a. The SLORRM agrees to assume full responsibility for ensuring that the Historic Freight House facility and any other facility utilized by SLORRM, including any services provided by SLORRM, is compliant with all ADA requirements. SLORRM acknowledges and agrees that its duty to indemnify, defend and hold City harmless pursuant to Section 20 below includes any claims alleging non- compliance with the ADA. Pursuant to California Civil Code section 1938, City hereby states that the Premises has not undergone an inspection by a Certified Access Specialist. b. In addition to the interior space designated for museum purposes, SLORRM shall continue to provide bathroom facilities. 12. SLORRM Responsibility for Maintenance of Premises. SLORRM shall: a. Provide all repair and replacement needed for any personal property installed or improvements constructed on the interior or exterior by SLORRM. b. Provide all graffiti removal from the outside of the building and on the railroad tracks and other improvements or artifacts installed by SLORRM. c. Provide all janitorial service needed. d. Purchase and restock any consumable supplies needed in the day-to-day operation of the building, including janitorial supplies and light bulbs and lamps. 13. City Responsibility for Maintenance of Premises. The City shall: a. Provide all repair and maintenance on the exterior of the building, except as noted in 12(a) and (b) above. b. Provide all repair and replacement needed for any equipment installed or improvements constructed by the City on the interior or exterior. c. Provide all maintenance service needed for the grounds and landscape, except as noted in 12 above. 14. Cost of Operations. The SLORRM shall bear the entire cost of its operations on Premises, including but not limited to: a. Paying all utility bills, including water, electricity, natural gas, cable television service, telephone and garbage (along with recycling) for indoor or on-the-track connections. City shall be responsible for outdoor connections including landscape irrigation and parking lot lighting. b. Paying the cost of any maintenance for which SLORRM is responsible. c. Paying any taxes and fees related to its occupancy of the Premises, including all possessory interest taxes that may be imposed. Page 110 of 476 15. Minimum Hours of Operation. The SLORRM agrees to keep the museum open to the public for a minimum of six (6) hours per week, with preference being given to weekend hours. The hours of operation shall be re-evaluated by SLORRM and the City at the beginning of each calendar year and adjusted upward whenever possible given SLORRM volunteer resources. During public hours of operation all parts of the actual museum, including the proposed model railroad room, will be available to visitors, as appropriate. The model railroad room shall be made available to the public. At SLORRM’s discretion, special events (such as guest lectures, speakers, and birthday parties) may be arranged at the museum up to twenty (20) times per year. 16. Alterations to Premises. The City shall be notified of and consider approval of any exterior alterations, or any interior structural alterations made to Premises, prior to their commencement in order for City to post any notices of non -responsibility. Approval of alterations, such as the installation of exterior displays associated with the museum within areas approved for such use, shall not be unreasonably withheld by the City. SLORRM shall comply with all applicable procedures of the City's Community Development Department, Building Division, Architectural Review Commission and Cultural Heritage Committee and all applicable building and health and safety codes in making any alterations to structural, electrical, plumbing, interior and/or exterior systems and finishes of Premises. During the term of this Agreement, SLORRM shall keep the Premises and every part thereof, free and clear of all mechanic’s liens, materialmen’s liens, and other liens for any work or labor done, services performed, or materials and appliances used or furnished for or in connection with any operation of SLORRM, any repair or alteration, or addition which SLORRM may make or permit to cause to be made, or to work or construction by, for, or permitted by SLORRM on or about the Property. SLORRM shall at all times promptly and fully pay and discharge any and all claims on which any such liens may or could be based, and shall indemnify City against such liens, claims of liens and suits or other procedures pertaining thereto. 17. Expansion of Museum Facilities. Should additional railroad related facilities become property of the City in the future, the City agrees to explore with the SLORRM the possibility of their incorporation into the railroad museum. 18. Labor Code Requirements. The SLORRM certifies that it is aware of the provisions of the Labor Code of the State of California, which require every employer to be insured against liability for workers compensation or to undertake self-insurance in accordance with the provisions of that Code, and it certifies that it will comply with such provisions throughout the term of this agreement. 19. Proof of Insurance. The SLORRM agrees to continue to comply with and provide proof of insurance in accordance with the requirements established by City and updated periodically from time to time. The City will provide 60 days’ notice of change in insurance requirements to SLORRM. Any subsequent insurance requirements of the City shall be incorporated into and made part of this agreement. 20. Indemnification. Except for the sole negligence of the City, SLORRM shall indemnify, Page 111 of 476 defend and hold harmless the City, its officials, officers, agents, and employees, and their successors and assigns (the “City Indemnitees”) from: a. Any and all costs, liability, damage or expense, including reasonable attorney’s fees and costs, arising from any and all claims and demands which may be made against the City Indemnitees by reason of any injury or death of any person or corporation caused by any negligent act or omission of the SLORRM or of SLORRM employees, agents, guests or invitees; b. Any and all costs, liability, damage or expense, including reasonable attorney’s fees and costs, arising from any and all claims and demands for damage to or destruction of the property of the City Indemnitees, occupied or used by or in the care, custody, or control of the SLORRM, caused by any negligent act or omission of the SLORRM under this agreement; c. Any and all costs, liability, damage or expense, including reasonable attorney’s fees and costs, arising from any and all claims and demands which may be made against the City Indemnitees by reason of any injury to or death of or damage suffered or sustained by an employee or agent of the SLORRM under this agreement, however caused, excepting, any such claims or demands which are the result of the proven gross negligence or willful misconduct of the City, its officers, agents, or employees; d. Any and all costs, liability, damage or expense, including reasonable attorney’s fees and costs, arising from any and all claims and demands which may be made against the City Indemnitees by reason of infringement or alleged infringement of any patent rights or claims caused by the use of any apparatus, appliance, or materials furnished by the SLORRM under this agreement; and e. Any and all costs, liability, damage or expense, including reasonable attorney’s fees and costs, arising from any and all claims and demands which may be made against the City Indemnitees by reason of SLORRM’s trespass into or misuse of property owned by Union Pacific Railroad, private owners, or any other entity other than the City; and f. Any and all penalties imposed or damages sought on account of the violation of any law or regulation or of any term or condition of any permit, when said violation of any law or regulation or of any term or condition of any permit is due to negligence on the part of the SLORRM. In the event City Indemnitees are made a party to any action, lawsuit or other adversarial proceeding arising from SLORRM’s performance of this Agreement, SLORRM shall provide a defense to 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 SLORRM shall pay and satisfy any judgment or decree that may be rendered against the City, its officers, agents, or employees in any such suit, action, or other legal proceeding, when same were due to negligence of the SLORRM. Page 112 of 476 21. Enforcement Costs and Attorney's Fees. The prevailing party in any action between the parties to this Agreement, brought to enforce the terms of this agreement, may recover from the other party its reasonable costs and attorney's fees in connection with such an action. 22. Non-Discrimination. There shall be no discrimination against or segregation of any person or group of persons on account of race, religion, sex, sexual orientation, national origin, age, or physical, mental or economic status in the construction, operation, lease, sublease, use, occupancy, tenure or enjoyment of the Premises or the improvements thereon, or any part thereof, and SLORRM, or any person claiming under or through it, shall not establish or permit any such practice of discrimination or segregation with reference to the construction of the Project Improvements, or the selection, location, number, use or occupancy of employees, contractors, subcontractors, laborers or materialmen, tenants, lessees, subtenants, sublessees, invitees or vendees of the Premises or the improvements thereon, or any part thereof. SLORRM shall not restrict access or use of the Premises or the improvements thereon, or any portion thereof, on the basis of race, religion, sex, sexual orientation, national origin, age, or physical, mental or economic status of any person. 23. Assignment. SLORRM shall not assign this agreement to another party without the City's prior written consent, which may be denied at the City's sole discretion. Any such assignment made without City’s prior written consent shall be null and void. 24. Entirety and Integrity of Agreement; Amendments. This document represents the entire and integrated agreement between the City and SLORRM. This document supersedes and negates all prior negotiations, representations, agreements and amendments, either written or oral, regarding Premises and the operation of a railroad museum on Premises. Both parties also recognize that some issues may not have been anticipated or addressed herein, and that changes to the agreement may be warranted. Any amendment, modification, or variation from the terms of this Agreement shall be in writing upon mutual consent of both Parties and shall be effective only upon approval by the City Attorney and the City Manager of the City of San Luis Obispo. 25. Notices. All official notices required under this Agreement shall be given in writing and submitted by certified mail, postage prepaid, and addressed as follows: City: City Administration City of San Luis Obispo 990 Palm Street San Luis Obispo, CA 93401 SLORRM: President San Luis Obispo Railroad Museum 1940 Santa Barbara Avenue San Luis Obispo, CA 93401 Page 113 of 476 Either Party may change the address to which notices are to be sent by notifying the other Party of the new address, in the manner set forth above. 26. Authority to Execute Agreement. Both City and SLORRM 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. 27. Prevailing Wages – Notice. SLORRM shall be responsible for evaluating the applicability of any and all prevailing wage requirements in connection with the work to be done on the Premises. SLORRM agrees at its own expense to comply with any and all prevailing wage requirements which may be applicable to work associated with the restoration and maintenance of the Premises, and further SLORRM shall hold harmless, indemnify and defend City against any claims, damages, costs and/or liabilities arising out of or related to SLORRM's contracting for any improvements constructed by SLORRM on the Premises. SLORRM acknowledges and agrees that, (a) in compliance with section 1773 of the California Labor Code, the State of California Department of Industrial Relations has established prevailing hourly wage rates for each type of workman, (b) current wage rates may be obtained from the Division of Labor web site: www.dir.ca.gov/DLSR/PWD, (c) the public improvements that are a part of a project are subject to compliance monitoring and enforcement by the Department of Industrial Relations, and (d) any contractors or subcontractors required to pay prevailing wage must be registered with the Department of Industrial Relations pursuant to Section 1725.5 of the California Labor Code. 28. Severability. If any term, provision, condition or covenant contained in this Agreement, or the application thereof to any person or circumstance, is determined to be, to any extent, illegal, invalid or unenforceable, or be held to be illegal, invalid or unenforceable by any court of competent jurisdiction under present or future laws, then the remainder of this Agreement, or the application of such term, provision, condition or covenant to persons or circumstances other than those as to which it is held illegal, invalid or unenforceable, shall not be affected thereby and all such remaining terms, provisions, conditions and covenants in this Agreement shall be deemed to be valid and enforceable, and in lieu of such clause or provision, there shall be added as a part of this Agreement a clause or provision as similar in terms to such illegal, invalid, or unenforceable clause or provision as may be possible and be legal, valid, and enforceable. 29. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument, binding on each signatory thereto. Page 114 of 476 IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date set forth above. ATTEST: CITY OF SAN LUIS OBISPO: Teresa Purrington City Clerk Date Erica A. Stewart Mayor Date APPROVED AS TO FORM: LESSEE: SAN LUIS OBISPO RAILROAD MUSEUM J. Christine Dietrick City Attorney Date Brad LaRose President Date Page 115 of 476 EXHIBIT A Lease Area Page 116 of 476 Page 117 of 476 Page 118 of 476 Page 119 of 476 Page 120 of 476 Page 121 of 476 Page 122 of 476 Page 123 of 476 Page 124 of 476 Page 125 of 476 Page 126 of 476