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Home My WebLink AboutBOWERS MUSEUM (9)INSURANCE NOT REQU�REDIWryA-2002-234 WORK MAY PROCEED CLERK OF COUNCIL DATE J— /q/ d3 REIMBURSEMENT AGREEMENT 06 A THIS AGREEMENT, made and entered into this _q �, day of January, 2003 by and P46 between the CHARLES W. BOWERS MUSEUM CORPORATION, a California nonprofit public benefit corporation (hereinafter "Corporation"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). The City and Corporation are collectively referred to herein as "the Parties." RECITALS A. The Charles W. Bowers Museum ("Bowers Museum'l is owned by the City and managed and operated by the Corporation in accordance with the terms and conditions of a trust agreement executed by Charles W. and Ada Bowers dated May 26, 1925 and the Amended and Restated Operating Agreement between the parties dated June 18,. 2001 (the "Agreement"). B. The Agreement provides that the City shall provide funding for the capital expansion of the Bowers Museum and other facility improvements at such time and to such extent as the City Council of the City deems appropriate. C. Corporation has arranged for a deferred maintenance program at the Bowers Museum. D. City desires to contribute, in accordance with the Agreement, to certain deferred maintenance projects, including delayed modules/fire exit security devices, electrical improvements to the central courtyard, exterior surveillance cameras, restoration of the public restrooms and general improvements to the Kidseum. E. By unanimous vote taken at its regular meeting of December 16, 2002, the City . Council of the City directed the City Attorney to prepare, and authorized the City Manager and Clerk of the Council to execute, an agreement providing for City contribution of $150,000.00 toward the deferred maintenance program at the Bowers Museum. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Corporation shall undertake the deferred maintenance program at the Bowers Museum. 2. COMPENSATION a. City agrees to reimburse Corporation an amount not to exceed One Hundred Fifty Thousand Dollars and no cents ($150,000.00) for deferred maintenance at the Bowers Museum. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice as follows: 50% of payment upon execution of Agreement between Corporation and the individual contractor performing a deferred maintenance project, 35% of payment upon proof the project is 50% complete and 15% payment upon City's acceptance that project is complete. Invoices shall be submitted directly to the Executive Director of the Community Development Agency, who's determination regarding the appropriateness of the invoice, and the items submitted therein, shall be final. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and terminate on June 30, 2003. The term of this Agreement may be extended upon a writing executed by the Executive Director of the Community Development Agency and the City Attorney. 4. LEGAL NOTICE Any legal notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 telefacsimile (714) 647-6956 With courtesy copies to: and, Executive Director of the Community Development Agency City of Santa Ana 20 Civic Center Plaza (M-25) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647-6549 City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647-6515 To Corporation: Vickie C. Byrd, M.A. Chief Administrative Officer Bowers Museum of Cultural Arts 2002 North Main Street Santa Ana, California 92706 telefacsimile (714) 567-3608 A party may change its address by giving notice in writing to the other party. Thereafter, any notice, tender, demand, delivery, or other communication shall be addressed and transmitted to the new address. If sent by mail, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 5. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Corporation, and supersedes any and all other agreements, oral or written, between the parties regarding the subject matter of this Agreement. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Corporation. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Corporation nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. r4m.1my1l9061 oleo i Corporation may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. ' 7. DISCRIMINATION Corporation shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Corporation affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. S. JURISDICTION - VENUE This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be governed and construed in accordance with the laws of the State of California. This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 9. LICENSES & BUILDING PERMITS Corporation shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the work reimbursed by the City hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Corporation shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 10. MISCELLANEOUS PROVISIONS Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. (signatures commence on next page) IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA PATRICIA E. HEALY y DAVID N. REAM Clerk of the Council u City Manager APPROVED AS TO FORM: JOSEPH W.FLETCHER City Attorney By: V Laura Sheedy Assistant City Attorney APPROVED AS TO CONTENT: CORPORATION JOHN P. IEEKSTIN VICKIE C. BYRD, M.A. Executive Director of the Chief Administrative Officer Community Development Agency Tax ID# K:\ W PDOC S\D007\P001 \00006801. DOC