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A-2006-162 SECOND AMENDMENT OF AMENDED AND RESTATED OPERATING AGREEMENT This agreement is made and entered into as of the 17th day of April, 2006, by and between the City of Santa Ana, a charter city and municipal corporation duly organized and existing under the Constitution and laws of the State of California (the "City"), and the Charles W. Bowers Museum Corporation, a California non-profit public benefit corporation ("Bowers"). RECITALS A. The City and Bowers are parties to that certain Amended and Restated Operating Agreement dated June 18, 2001 (the "Original Agreement") relating to the ownership and operation of the Charles W. Bowers Memorial Museum (the "Museum"). B. The Original Agreement was amended on September 6, 2005 by the First Amendment of the Amended and Restated Operating Agreement ("First Amendment") which provided for Bowers to construct certain additional museum facilities (the "Additional Facilities" as defined therein) adjacent to the existing Museum on land acquired by the City (the "Additional Property", defined as the "Leased Premises" in the Lease), and thereafter to manage and operate the Additional Facilities as an integrated part of the Museum. C. Bowers now desires to construct, as part of the Additional Facilities, a parking lot north of the new museum expansion, and the parties desire to amend the First Amendment to accommodate this additional construction, so that Lessee can thereafter to manage and operate as part of the Additional Facilities this parking lot as an integrated part of the Museum D. Concurrently herewith the City (as Landlord) and Bowers (as Tenant) have entered into that certain amendment to the ground lease of the Additional Property (the "Amended Lease"), pursuant to which Bowers has agreed to construct the Additional Facilities on the Additional Property. Now, therefore, for and in consideration of their mutual and respective covenants, conditions and promises hereinafter set forth, and subject to the terms and conditions of this Agreement, the parties hereto do hereby agree as follows: 1. Paragraph 8 of the First Amendment is hereby amended to read as follows: 8. Project Developments Costs. Immediately upon approval of this Agreement, the City Manager is authorized to pay or reimburse to Bowers the following amounts related to development of the Additional Facilities, which is in addition to the $70,291.00 already paid by the City to Bowers