HomeMy WebLinkAboutBOWERS MUSEUM (11)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
t -\
by check dated October 28, 2005, for asbestos related work and a traffic
study:
a. Building and development fees required for the Additional Facilities;
b. The sum of $42,840.00 for design and construction administration (Robert
R. Coffee) of the north parking lot.
c. The cost of constructing the new, north parking lot pursuant to the plans
prepared by Bowers and approved by the City on September 6, 2005,
utilizing the money paid the City by the Steadfast Development Co. in the
in the land exchange agreement between the City and Steadfast
Development Co., which construction cost shall not exceed $1.2 million
without further agreement between the parties.
d. Up to $60,000 for traffic signal related work to assist the City in the
construction of a traffic signal at the entrance to the new, north parking
lot, as further provided in Exhibit A hereto.
Payment by City shall be made within thirty (30) days following receipt of proper
invoice evidencing work performed, subject to City accounting procedures.
Payment need not be made for work which fails to meet the standards which may
reasonably be expected by City.
2. Except as expressly amended herein to permit the construction of the new parking
lot by Bowers and the traffic signal work, the Original Agreement and First Amendment
shall remain in full force and effect.
3. This agreement may be executed in two (2) or more counterparts, each of which
shall be deemed an original but all of which together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties have caused this Second Amendment of Amended
and Restated Operating Agreement to be executed by their duly authorized
representatives.
ATTEST: CITY OF SANTA ANA
Patricia E. Healy David N. Ream
Clerk of the Council City Manager
[Signatures continued on next page]
[Signatures continued from previous page]
APPROVED AS TO FORM:
r�
tJ eph letc}
ity Att ey
CHARLES W. BOWERS MUSEUM
CORPORATION
PT
Donald P. Kennedy
Chairman of the Board
AE4
Dr. Peter W. Keller
President
Exhibit A
Traffic Signal Related Work
Traffic Signal Related Scope of work:
This work consists of the installation of traffic signal related facilities including traffic
signal conduit (550 feet), pull boxes (six), signal pole foundations (three), signal
controller foundation (one), concrete pad (forty two square feet) and any other work or
material required to provide the intended operations at the location as shown on the plan.
The work is identified on the traffic signal plan #TS-06017 dated May 5, 2006 as work to
be done by others.
Payment:
The payment in the amount not to exceed $60,000 for the traffic signal related work
described in the scope of work shall include full compensation for furnishing all labor,
materials, tools, and other incidental to provide the intended installation configuration of
the new traffic signal as shown on the plan.
Specifications:
ITEM
UNIT
QUANTITY
Cabinet Foundation
EA
1
No. 6 Pull Box with Fiberlyte Non -Concrete
Lid
EA
6
Bore & Install 2" PVC per plan
LF
400
Bore & Install 3" PVC per plan
LF
150
Concrete Pad
SF
42
Signal Pole Foundation and Install
EA
3