PROSPECTUS

OLD PUEBLO TROLLEY/SOUTHERN ARIZONA TRANSPORTATION MUSEUM

PURCHASE OF PROPERTY AT S. 4th AVENUE AND 36th STREET

DRAFT as of December 4, 2014

INTRODUCTION

Old Pueblo Trolley, Inc. (OPT) and its Southern Arizona Transportation Museum (SATM) have a unique opportunity to purchase a 30,000 square foot building on 60,000 square feet of property (half a city block) at South Fourth Avenue and Thirty-Sixth Street in the City of South Tucson. Two generous donors have committed to provide half the purchase price in cash. OPT has to match the other half within 60 to 90 days – and in addition needs to raise money to refurbish the building and grounds, set up initial museum displays, and move equipment and vehicles in.

This property will be used for a static display transportation history museum initially focusing on the history of Tucson’s streetcars, display of OPT’s collection of streetcars and buses and SATM’s collection of railcars. In addition shop space will be provided for historic vehicle restoration, and hands-on training in restoration techniques. Space will also be provided for preservation of historic vehicles awaiting restoration and display, along with office and administrative use.

BACKGROUND

Street Railway Division

OPT was organized in February 1983 with an initial goal to “Bring Back the Trolley” that ran from downtown Tucson to the University of Arizona from 1906 to 1930. That slogan became the initial mission – to reconnect downtown Tucson with the University of Arizona with electric streetcars (trolleys). It was hoped the trolley could be brought back as a salute to the UA on their centennial to be held in 1985, but two years turned out to be insufficient time.

Key founders were Ruth Corbett Cross, centennial coordinator for the University of Arizona; Richard G. Guthrie, a professional engineer at the time employed by AT&T; W. Eugene Caywood, at the time Mapping Supervisor for the Pima County Assessor; and Sharon Chadwick, neighborhood activist and member of the Tucson-Pima County Historical Society. The latter three remain on the OPT Board of Directors to this day.

The goal of bringing back the trolley was realized on April 17, 1993 with the initiation of weekend trolley (streetcar) service operated by volunteers on a mile of track along 4th Avenue and University Boulevard. Half the track was original buried under asphalt along University Boulevard, uncovered by the City of Tucson, and refurbished by OPT volunteers. The other half was new track installed by volunteers along 4th Avenue. The overhead electric contact system (OCS) was installed by volunteer International Brotherhood of Electrical Workers, Local 1116, linemen employed by Tucson Electric

Power Company (TEP), and using company equipment – a true cooperative partnership for which TEP and the linemen received a national volunteerism award. Even though the linemen for the most part worked on their own time, TEP estimated their contribution to the effort at around $85,000, making them the largest corporate donor to OPT. Other large donors during the formative period were OPT board member Richard Guthrie and his wife Pat Dunford who contributed close to $200,000, the Marshall Foundation whose donations amounted to about $80,000, and the 4th Avenue Merchants Association.

The initial trolley used was restored over a 10-year period by OPT volunteers contributing around 15,000 volunteer hours. A second trolley, acquired from Japan, received extensive rehabilitation by volunteers in 1994-95. In 2002 volunteers completed restoration on a Brussels, Belgium trolley, and at this writing restoration is almost complete on a trolley from Lisbon, Portugal. Funding for these restorations has come largely from donations from members and annual grants in the $5000 to $10,000 range from the 20th Century Electric Railway Foundation, the Leuthold Foundation, and occasional grants from the Marshall Foundation.

The Street Railway Division’s base of operation is a small 5,000 square foot piece of land at 360 E. 8th Street. It is the only real property owned by OPT.

The operation was sustained for 18 ½ years by Old Pueblo Trolley volunteers who maintained the trolleys and operated them for 22 hours (8 shifts) every weekend. Total operation hours put in by

Passengers boarding OPT’s Japanese streetcar

volunteers over those years is estimated at around 70,000 hours. Annually the number of riders increased from about 18,000 in the early years to around 33,000 in the later years. Operation was funded by fares collected and grants and donations from OPT members.

Street railway fixed assets are estimated at around $525,000 including streetcars, carbarn, track and OCS parts, and shop and office items.

Initial funding for track and OCS installation came from a $500,000 State of Arizona “Light Rail Demonstration Grant” authorized by the 1990 Arizona Legislature and administered by the City of Tucson. Almost twenty-five years later most observers would agree the intent of the grant was definitely realized given the initiation of modern streetcar service (branded as Sun Link) in Tucson on July 25, 2014. OPT clearly did demonstrate electric rail transit to the community such that support for a modern streetcar was generated. While many other cities continue to talk about modern rail transit, the City of Tucson acted.

Unfortunately, the City’s move to construct and initiate the Sun Link system necessitated the removal of the infrastructure put in by OPT and the cessation of heritage trolley operations. Resumption of that service is anticipated in the near future once restoration is completed on the Lisbon trolley and it is equipped for operation on the City’s modern system. At this writing, positive talks continue with City and Sun Link officials toward that end.

Larger Purpose

Bringing back the trolley was just the first step envisioned by the founders. The overall purpose of Old Pueblo Trolley (OPT) expressed in its September 1983 articles of incorporation is:

To organize a transportation museum, to acquire and restore railroad and street railway cars, transit and other transportation vehicles and equipment of any nature and description which either presently has or may in the future have historical significance or be of historical interest and to further display and/or operate all such equipment for the charitable and educational benefit, use and enjoyment of the public. To organize and operate a transportation system including, hiring employees, scheduling and operating vehicles and any and other such management activities.

This broader purpose led over time to the establishment of two additional divisions, and designation of the original trolley program as the Street Railway Division.

Motor Bus Division

The Motor Bus Division focuses on the collection, preservation, restoration, display and operation of transit buses used in Arizona cities. Since 1994 they have acquired a permanent collection of 24 such buses along with duplicates slated as parts donors to restore and maintain the permanent collection. Bus volunteers have completely restored a 1938 Yellow Coach used in Bisbee, and are over 80% finished with work on a 1946 Ford Transit Bus used in Tucson and a 1928 Twin Coach used in Bisbee.

The bus division has also initiated a student intern program, with an $8,120 grant from the Collector’s Foundation, giving hands-on experience to high school students. The intent is to spread this program to the other divisions as adequate space and instructors become available.

Bus preservation storage and restoration space has until recently been on property leased from the City of Tucson for a dollar a year (total of about 40,000 square feet). About a year and a half ago, City policy changed requiring all non-profits to pay 25% of market value. At the same time, the City sold one of the pieces of property occupied primarily by the bus division, forcing the leasing of 10,000 square feet from a private owner for $256 per month and splitting the vehicles between that parcel and a city owned parcel of about 23,000 square feet for which OPT now pays $512 per month. In addition the bus division leases a single parking space in a garage for inside storage of the restored 1938 bus for $72 per month.

The bus division has been funded on a project by project basis though grants supplemented by membership donations. Much of the permanent bus collection was acquired by two grants from a member totaling $22,000. The 1938 Yellow Coach was restored with two State of Arizona Heritage Fund grants totaling about $55,000. Approximately 10,000 volunteer hours were put in. The Ford bus has been the recipient of a series of small $1000 to $4000 grants from the Tucson-Pima County Historical Commission and the 20th Century Electric Railway Foundation. About $24,000 has been spent to date with 3,500 volunteer hours put in. The 1928 Twin Coach has been funded to date as an Arizona Department of Transportation, Transportation Enhancement Program $120,350 project administered by the City of Tucson. Almost 10,000 volunteer hours have gone into the project to date.

Bus division assets are valued at approximately $358,000 primarily in the form of buses.

Museum Division

Restored 1938 bus on display at Cops and Rodders car show

The SATM is located in the beautifully restored former Southern Pacific depot complex on Toole Avenue in downtown Tucson. The complex was restored by the City of Tucson and opened to the public in 2004. It houses a restaurant, deli-market, retail and office uses along with the museum and display of Southern Pacific locomotive #1673. The museum opened in 2005 and receives around 12,200 annual visitors with an annual operating budget of around $43,000. Their Mission Statement is:

The Southern Arizona Transportation Museum’s Railroad Museum will interpret the history of railroads and railroading in Southern Arizona with a focus on the Tucson Historic Depot and the displayed Locomotive #1673. The museum will illustrate the connection of the railroad to Tucson’s historic downtown transportation hub and the larger Tucson community.

Initial funding to plan the museum came from a City of Tucson Mayor’s Back to Basics grant awarded in the Fall of 2000. This $22,900 produced an Interpretive Concept Report which provided the basis for successful application for an Arizona Department of Transportation - Federal Transportation Enhancement (TE) grant awarded in 2003 in the amount of $397,050. Required match was provided by a North American Rail Foundation Grant of $24,000 that paid for the design of the museum exhibits. The TE funding paid for the creation and installation of the interior exhibits in the former Southern Pacific Railroad Record's Building and exterior exhibits around the depot site by a professional exhibit design firm.

The museum is coordinated by OPT/SATM’s only paid employee, a ¼ time coordinator, who schedules docents and assures the museum is open as scheduled. All other museum functions are handled by volunteers, including archiving donated artifacts and railroad memorabilia, putting on four special events annually, and conducting an oral history program recording the memories of retired railroad employees. The locomotive was cosmetically restored by a city appointed task force and moved to the depot in 2000. SATM volunteers continue to do further restoration on the locomotive, and provide tours of the cab on days volunteers are available. SATM has also collected several additional pieces of railroad equipment they plan to someday restore and display.

Initial funding for a museum director came from a $25,000 grant from the North American Railway Foundation (NARF). NARF also has more recently provided a grant of $5000 for continued cosmetic

Tucson Mayor Bob Walkup addresses visitors at a museum event

restoration of the locomotive, which project was also funded in the amount of $3,300 by the National Railway Historical Society. Ongoing funding for museum operations and special projects has come from grants averaging $10,000 per year from the Union Pacific Foundation.

In addition, for the last two years, Union Pacific Railroad has provided $5000 per year from their UP Cares program designated for projects designed to enhance safety along the railroad right-of-way. At UP’s request and as a service to the community, SATM initiated a community based project bringing together social service agencies, entertainment district representatives, and city and railroad officials to identify safety concerns and address them.

SATM leases the museum display building from the City for $575 per month. Volunteer hours donated by docents, management committee members and others average 3500 per year.

Museum fixed assets, including rail equipment, artifacts, archives and furniture and equipment, are valued at around $19,000.

THE VISION

Overall Long-Term Vision: In keeping with the purpose expressed in the OPT Articles of Incorporation of acquiring and restoring “… other transportation vehicles and equipment of any nature and description…and to further display and/or operate all such equipment…”, an overarching long-term vision of OPT/SATM is to expand into a broader ground transportation museum on a par with Tucson’s world-class Pima Air and Space Museum. Each existing division will contribute one aspect to the overall vision – street railway, bus and railroad. Future divisions need to be added featuring horsedrawn vehicles, bicycles, automobiles, motorcycles and trucks with their accompanying infrastructure of roads, gas stations, garages and freight depots. The addition of an automotive division is currently being actively considered.

Related Mission Expansion: To accomplish this long-term vision requires a building with sufficient space. Such a building, while allowing the display and interpretation of transportation artifacts and memorabilia, also needs to fulfill related functions enabling OPT/SATM to not only grow, but serve the community. An expanded mission in the right facility will include the following:

A fully equipped restoration shop enabling the restoration of the OPT/SATM collection while also teaching restoration. We have ties to Pima County high schools through a relationship with the Pima County Joint Technical Education District. Offering classes to high school students and tuitioning for adults who would like to expand their hobby skills or want employment in the field is anticipated.

There are many trades associated with restoration that are "dying" skills. Fortunately there are a lot of craftsmen in Tucson. Another part of the expanded mission will be to bring these people into the organization so that they can instruct others enabling these skills to be preserved and passed on.

An adequate shop will enable the maintenance and operation of additional trolleys and buses thereby generating modest revenues to fund operations.

The facility would be available to the multitude of car clubs in Tucson and could become a focal point for their activities.

All finished vehicles would be available for public events.

THE NEED

Despite the impressive accomplishments to date of the volunteers for all three divisions, and the raising of substantial sums of money by successfully obtaining grants for individual projects, many needs have gone unmet. The largest of these is a permanent home providing sufficient space for existing and new programs to thrive.

Restoration/refurbishment and maintenance of trolleys continues to be done in the dirt, only partially covered with an inadequate sized inspection pit. Thus the Street Railway Division requires indoor restoration/maintenance space with inspection pits to access under vehicle equipment. Two wood-bodied streetcar bodies, currently stored outside, need to be moved inside before they completely fall apart.

While substantially better off, motor bus restoration is done in a space rented from the city that will soon be needed for a road widening project. The space is too small to meet all needs, particularly a robust training program, and lacks heating and adequate cooling, adequate sink and compressed air supply. Thus, given the threat of losing their existing space leased from the City of Tucson, the Motor Bus Division requires replacement, higher quality, restoration/maintenance space. The restored buses must have interior storage to prevent them from deteriorating a second time. Some of the more fragile buses need inside storage as a preservation measure to retard further deterioration.

The Museum Division, while having top quality displays in a nicely restored facility, lacks protected space for preservation of their historic railcars, especially their 1917 wood bodied boxcar, which is in danger of collapse without provision of covered space. They also lack adequate, climate controlled space to preserve donated artifacts and memorabilia.

Meeting all these needs in a single large facility that can also accommodate expansion in fulfillment of the long-term vision and expanded mission, has become the top priority for OPT/SATM. That led in January 2014 to the establishment of a Property Search Committee which after initially considering some 40 properties, narrowed their search down to the property at S. 4th Avenue and 36th Street, and the agreement of the Board of Directors to pursue funding for its purchase.

THE PROPERTY

As stated in the introduction, OPT/SATM have a unique opportunity to purchase a 30,000 square foot building on 60,000 square feet of property (half a city block) at South Fourth Avenue and Thirty-Sixth Street in the City of South Tucson. Two generous donors have committed to provide half the purchase price in cash. OPT has to match the other half within 60 to 90 days.

The property has adequate paved parking along 4th Avenue for about two dozen autos. The back lot is paved and completely fenced with chain link fencing with razor wire on top providing secure preservation storage for up to 30 large vehicles along with rail, ties and other railway related materials.

The building is steel with a free-span interior measuring some 110’ x 175’, allowing adequate shop space and interior vehicle display and preservation storage. Along the 36th Street side are two-story offices which would be used for static museum display, library/archive space, and office space. The office space is heated (gas) and cooled (air conditioned), while the warehouse space is cooled with six evaporative coolers on the roof. Also on the roof are 32 skylights providing great interior lighting. Access is through 3 pedestrian doors, one on each side of the building except the north. Three large vehicle doors are on the east and west ends. The building is equipped with a fire protection system.

Initial planning for the building conceptualizes additional doors, three tracks with inspection pits, adequate shop space and potentially the addition of parts storage space on free-standing mezzanines above the vehicle parking areas.

The bank that owns the property is asking $950,000. OPT leadership of course hopes it can be acquired for less, but is beginning a fundraising campaign to raise $500,000 which will match the amount committed by the two individual donors with additional necessary for inspections and closing

costs. In addition, the campaign will attempt to raise another $150,000 to be used as noted next below.

BUILDING MOVE IN/MAINTENANCE COST ESTIMATES

The following list includes move in costs and building upgrades estimated to total around $150,000. It is important that the building look like a big step up and be professional in appearance, not look like a junk yard when we move in.

cost of moving everything, including moving the streetcars and refrigerator cars which we didn't have to move from the 18th Street yard a year ago.

Upgrade building to a level adequate for our needs – doors, power, lights, etc. Clean building and replace some broken/missing bathroom fixtures. Alter office configuration to make it suitable for museum display and library/archive uses. The building will also need some repainting and some professional signage. The fencing in the back is adequate, but slatted material should be added to reduce

unsightliness of stored items. Perimeter protection - lighting and security. Track and pits Overhead crane

In addition, some money should be set aside for maintenance and utilities until adequate continuous revenue streams for those purposes can be developed.