HomeMy WebLinkAboutRailroad Museum• • AGREEMENT BETWEEN THE CITY OF SAN LUIS OBISPO AND
THE SAN LUIS OBISPO RAILROAD MUSEUM
FOR USE OF CITY PROPERTY
This Agreement is made by and between the City of San Luis Obispo (herein referred to as "City")
and the San Luis Obispo Railroad Museum, a non-profit organization (herein referred to as
"SLORRM").
WITNESSETH
WHEREAS, the City owns a former Southern Pacific Railroad freight house, and restored
water tower and
WHEREAS, the City-owned freight house has a special historical heritage in that it is a
unique, limited and diminishing resource, and a prime means of encouraging knowledge and
enjoyment of California and local history; and
WHEREAS, SLORRM, a non-profit corporation, has proposed to establish and operate a
railroad museum utilizing the historic freight house, recognizing its individual qualities and th,eway
in which it could eventually be a part of the City's educational and cultural heritage, and
promotional functions; and
WHEREAS, both parties wish to work together toward the attainment of mutual goals for
the stabilization, protection, restoration, and productive use of the historic freight house; and
WHEREAS, because of the above, the Council finds that this agreemenfserves an
itnpo,tiantmunicipal purpose. NOW THEREFORE, in consideration of their mutual promises,
obligations, andcovenants.heieinafter contained, the parties hereto agree as follows:
TERMS
1. Location of Property. The City will allow the SLORRM to use City-owned railroad
faci1itie~ shown as Area A on Exhibit A, the extent of which may be amended through
agree\1lent ~f the parties and is l1ereinafter referred to as "Premises", to operate a railroad
museum and perform associated activities for the ten;nof this agreement. Leased
property includes the old Southern Pacific Railro~d. freight house, adjoining l~dscape .
area on the Santa BaJ!baraStreet side of the building and that portion of the property
reserved for eventual railroad track fOT display purposes. It does not include any
sidewalks or bikeways .
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Purpose of Agreement. The SLORRM agrees to lease Premises, ag.d to develop and
operate a museum for the tenn of the lease, which will serve to meet the intent of this
agreement. The City will have no· obligation for development and/or operation of the
museU111, including any tenant improvements. Any costs incurred for development and
operation of the museum shall be the sole responsibility of the SLORRM..
Term .of Agreement. The term of this agreement shall commence upon execution by both
parties and.expire on December 31,2040. The SLORRM will reserve the'first right to
negotiate an additional term upon mutual agreement of the City and the SLORRM not to
exceed fifteen (15) years, for purposes outlined in the intent of this agreement. .The
SLORRM shall submit any notice of interest in an extended term no less than one (1) year
prior to termination ofthe base term of the lease agreement.
Termination of Agreement The City reserves the right to terminate this agreement by
notifying SLORRM in writing six months prior to termination should the City need the
property for official City business. Additionally, should SLORRM .be unable to complete
the proposed interior tenant improvements and establish a museum within three years of the
date of acceptance of the Historic·Freight House Structure from the City, the lease may be
terminated, and,· at the City's option, all tenant improvements will become the property of
the City or the site shall be delivered free and clear of all tenant improvements.
In the event of early termination of this agreement by the City after completion of the tenant
improvements, for reasons other than failure to meet the terms of this agreement, the City
shall have the option to buyout permanent improvements atthe proportional rate of90% of
actual construction costs if cancellation. is within the first five (5) years,70% between six
(6) and fifteen (15) years, 50% between sixteen (16) and twenty-five (25) years and nothing
thereafter. The above ''buyout'' provisions shall be in lieu of any other compensation,
including but not limited to, relocation assistance.
Termination of Agreement by SLORRM. SLORRM may terminate this agreement by
notifying the City in writing six months prior to tenni:nation. In the event that SL0tmM
chooses to exercise this option, all permanent improvements (excluding removable exhibits)
shall revert to the City.
ltelationship 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.
Rent. In recognition of the benefits the SLORRM provides the communitY,the City agrees
to allow the SLORRMthe use of PreIIlises for $1 per year, payable on the anniversary date
of this agreement each year.
:Extent and Conditit>D 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 occurrence (such as fire,
earthquake, flood or the need to repair or itnprovePremises by theCity)necessitate closing
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•Premises, or a portion of Premises, to the public, the SLORRM shall have no recourse to
the City for any loss incurred.
9. Historic Freight House.
a. The SLORRM shall accept the Historic Freight House and environs, as defined on
Attachment .A as Area A, for use subsequent to .renovation of the structure and
grading by the City of adjacent area for installation of railroad ''track by the
SLORRM, with the understanding that installation of interior museum faCilities will
be the obligation of SLORRM. Once all landscaping and public art, ifany, are in
place, the City will consider proposals from SLORRM Jor possible temporary use
of Area B on Exhibit A. The final decision on any such use will be made by the
City Council after appropriate staff review and any regulatory approvals.
b. Following completion of rehabilitation of the histone freight house by the City in
compliance with Atnericans with Disabilities Act (ADA) regulations,the SLORRM
agrees to assume full responsibility for insuring that the facility continues to comply
with ADA requirements.
c. In addition to the interior space designated for museum purposes, the: Historic'
Freight House shall contain a small employee lqungeand bathroom, with a separate
outside entrance, for the use of regional transit employees, as shown in Exhibit B.
d. City may elect at a future date to establish arid operate a passenger transit transfer
facility in the vicinity of the Historic Freight House. Interior space currently
designated for mUSeum purposes maybe required for the transit facility. Should
such a change in use become necessary, City and SLORRM shall work
cooperatively to reallocate an appropriate space in .a manner that minimizes
disruption ofthe museum use.
10. SLORRM Respollsibility for Maintenance of Premises. SLORRM shall:
a. Provide all repair and replacement needed for any personal property installed ot
improvements constructed on the interior or exterior by. SLORRMafter the City
completes its rehabilitation of the Historic Freight House. "
b. Provide all graffiti removal from the outside of the building.
c. Provide all janitorial service needed, except for the area·used exclusively by.transit
qnvers, to the satisfaction ofthe City.
d. Purchase and restock any consumable supplies neeqed in the day-to-day operation
of the building, including janitorial supplies and lightbulbs and lamps, ex:~ept for
those supplies needed for the area used exclusJvely by transit drivers. .
11. City Responsibility for Maintenance of Premises. The Cityshall:
a. Provide all repair and maintenance on the exterior of the building,except as noted in
lO(a) and (b) above; ., '
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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.
d. Through a separate agreement, the City and the n~gional transit authority shall
determine responsibility for maintenance.ofthat area used exclusively by the transit
drivers.
12. Cost pf Operations. The SLORRM shall bear the entire cost of its.operations on Premises,
including:
a. Paying all utility bills, including water, electricity, natural gas,cable television
service, telephone and garbage (along with recycling) except for. those portions of
expenses which relate to the area used exclusively by the transit drivers.
b. Paying the Cost of any maintenance fOf 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.
13. Minimnm Hours of Operation. The SLORRM agrees to keep the museum open,to the
public for a minimum of three(3) hours on Saturday and three (3) hours on Sunday,
commencing one year following acceptance of the Historic Freight Hou$e structure from
the City. Prior to the completion of the first year, the museum shall be opened a monthly·
average of a minimum of 16 hours per month ..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 ofoperation
all parts of the actual museum, including the proposed model railroad room, will be
available to visitors. In addition, once construction ofthe model railroad has progressed to
a condition of being operable for display purposes, the model railroad room shall be made
separately available to the public one evening per month, during which time the model
railroads will in operation.
14. 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. 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 HeritageC;ommittee and all applicable building codes in making
any .alterations. to structural, electrical,. plumbing, interior and/or exterior systems and
finishes .ofPremises.
15. Expansion of Museum Facilities. Should. additional railroad related facilities become
property of the City in the future, the City agrees to explore with the SLORRl\1 the
possibility of their incorporation into the railroad museum.
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• • 16. 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-instirance in accordance with
the provisions of that Code, and it certifies that it will comply with such provisions
throughout the tenn of this agreement.
17. Proof of Insurance. The SLORRJ\1 agrees to provide proof of insurance. in accordance
with the requirements established in Exhibit G .
18. Indemnification. The SLORRM hereby agrees to indemnify and save harmless the City,
its officers, agents, and employees against:
a. Any and all claims and demands which may be made against the City, its officers,
agents or employees by reason of any injury or death of any person:or corporation
caused by any negligent act or omi~sion of the SLORRM Ilnder this agreement or of
. SLORRM employees or agents;
b. Any and all damage to or destruction of the property of the City, its officers, agents,
or employees, 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 claims and demands which may be made against the City~ its officers,
agents, or employees by reason of any injury to or death of or damage suffered or
sustained by an employee or agent of the SLORRM uncler this agreement,. however
caused, excepting, any such claims or· demands which are the result· of th~
negligence or willful misconduct ofthe City, its officers, agents, or employees; .
d. Any and all claims and demands which maybe made against the City, \ts officers,
agents or employees by reason·.of infringement oralleged 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 penalties imposed or d8.lUages sought on account ofthe violation of any
law or regulation or ofany 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 tonegliglmge
on the part of the SLORRM.
f. The SLORRM, at its own costs, expense,· and risk shall defemd any and all sUits,
aetioJ;ls, or other legal proceedings that maybe·brought against or for employees on
any such claim or demand of such third persons, or to enforce any such penalty, and
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 ofthe SLORRM.
19. Enforcem~nt Costs and Attomey's Fees. The prevailing party in any action between the
parties to this aweement, brought to enforce the terms of this agreement, may recover from
the other party its reason.able costs and attorney's fees in connection with such an action.
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• • 20. 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, physical, mental or economic status in the construction, operation, lease,
sublease, use, occupancy, tenure or enjoyment of the :eroperty or the improvements
thereon, or any part thereof, and SLORRM, or any person claimingunderor 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 Property
or the improvements thereon, or any part thereof. .
SLORRM shall not restrict access or use of the Property or the improvements thereon,or
any portion thereof, on the basis of race, religion,. sex, sexual orientation, national origin,
.age, physical, mental or economic status of any person.
21. 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.
22. Entirety and Integrity of Agreement. This docutnentrepresents the centire and integrated
agreement between the City andSLORRM. This document supersedes and negates. all
prior negotiations, representations, agreements and amendments, either written or oral,
regarding Premises and theoperatioIiof 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 agreemcent may be warranted. Thus, th~s agreement may be amended upon
written consent of both parties, to the approval of the City Administrative Officer and the
City Attorney and as provided by law.
23. Notices. All official notices required under this agreement shallb,e given in writing and
submitted by.certified mail, postage prepaid, and addressed as folloWs:
City: City Clerk
City of San Luis Obispo
990 Palm Street
San Luis Obispo, CA 93401
SLORRM: President
San Luis Obispo Railroad Musemn
P.O. Box 13260 .
San Luis Obispo, CA 93406-3260
24. 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. .
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This Agreement is executed this ~ q.,C day of ¥,2000 , in the
City of San Luis Obispo, State of California.
THE SAN LUIS OBISPO RAILROAD MUSEUM
P-Z2.,~2~C>
Date
CITY OF SAN LUIS OBISPO
.£".3'o-,<~
Date
..
. Attest:
City Clerk
Approved asto fonn:
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