HomeMy WebLinkAbout07-08-2026 SLO Railroad Museum Amended and Restated Lease Agreement
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
__________________ (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.
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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.
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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.
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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.
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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 Communi ty 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,
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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.
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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
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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.
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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
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EXHIBIT A
Lease Area
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