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HomeMy WebLinkAboutBOWERS MUSEUM - 2006 GUARANTY AGMT FOR EXPANSION-2006 A-2006-050 INSURANCr Nor ,,-, D \^I(I~K ~W" :.m CL[klt OF CUUNCIL MTE, 3 -I (ccJV - ORIGINAL tJ 'ft>A(~) { ;(. ::UCrZlf?W) GUARANTY AGREEMENT THIS GUARANTY AGREEMENT, made and entered into as February 6, 2006 by and among the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA, a public body, corporate and politic duly organized and existing under the laws of the State of California (the "Agency"), 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"), the CHARLES W. BOWERS MUSEUM CORPORATION, a California non-profit public benefit corporation (the "Corporation") and EAST WEST BANK, a California Corporation (the "Bank"). RECITALS A. The Corporation operates the Bowers Museum of Cultural Art (the "Museum") on behalf of the City of Santa Ana (the "City") pursuant to the Certain Amended and Restated Operating Agreement dated June 18,2001, as amended by that certain First Amendment dated September 6, 2005(the "Project"); and, B. The Corporation has agreed to undertake and finance an expansion and redevelopment of the Museum (the "Project") as referenced in the First Amendment as well as that certain Ground Lease dated September 6, 2005 between the Corporation and the City (the "Ground Lease")' and , , C. The Corporation has requested financial assistance from the Agency in the form of a guaranty of a standby line of credit to be issued by the Bank to be used as part of the financing of the Project; D. The City finds pursuant to Health and Safety Code Section 33445 that the Project and this guaranty are in furtherance of the redevelopment plans formerly known as Central City; Inter-City; South Main; Bristol; North Harbor; and South Harbor (the "Merged Project Area") in that the Bowers Museum is a highly unique and special community asset that attracts visitors from outside Santa Ana to the community and the Merged Project Area, and will assist in the elimination of one or more blighting conditions inside Merged Project Area. In addition, it serves as an economic engine in the Museum District of the City that is within the Merged Project Area generating both income and investment in the Merged Project Area. The Agency's guaranty is necessary to ensure the expansion and redevelopment of the Museum in that other funds for this purpose are not reasonably available. NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, the parties hereto do hereby agree as follows. ARTICLE I DEFINITIONS SECTION 1.0 I Definitions. Unless the context clearly otherwise requires, the capitalized terms in this Guaranty Agreement shall have the respective meanings set forth below. Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement. "Agency" means the Community Redevelopment Agency of the City of Santa Ana. "Bank" means East West Bank. "City" means the City of Santa Ana. "Corporation" means the Charles W. Bowers Museum Corporation. "County" means Orange County, California. "Event of Default" means any of the events described in Section 7.01. "First Guaranty" means the guaranty executed by Donald P. Kennedy for $3,000,000, which must be fully exhausted as a condition precedent. "Fiscal Year" means any l2-month period extending from July I in one calendar year to June 30 of the succeeding calendar year, both dates inclusive. "Guaranty" means the guaranty of the Obligation pursuant to this Guaranty Agreement. "Guaranty Agreement" means this Guaranty Agreement, between the Bank, the Corporation and the Agency, under which the Guaranty is made, as originally entered into or as amended pursuant to the provisions hereof. "Guaranty Conditions" means the following: (i) the Corporation has drawn upon the LOC and failed to perform the Obligation as specified in the LOC; (ii) the Bank has made demand upon the First Guaranty who has either refused to honor its guaranty or exhausted its obligation thereunder and an obligation remains unsatisfied by the Corporation under the LOC. "Law" means the Community Redevelopment Law of the State of California (being Part I of Division 24 of the Health and Safety Code of the State of California, as amended), and all laws amendatory thereof or supplemental thereto. "LOC" means that certain line of credit which the Bank has agreed to issue to the Corporation, which, if drawn upon, generates the requirement for repayment (the "Obligation"). "Merged Project Area" means, collectively, the following merged project areas (or portions thereof) established by the Agency: Central City; Inter-City; South Main; Bristol; North Harbor; and South Harbor. 2 "Obligation" means the obligation of the Corporation to make payments under the LOC. "Obligation Amount" means the sum of$I,OOO,OOO. "Pass-Through Payments" means all payments required to be paid in each Fiscal Year to any Taxing Agencies pursuant to the Law with respect to the Project Areas, or payments or set- asides pursuant to any pass-through or settlement agreement. "Pledged Tax Revenues" means, for each Fiscal Year during the term hereof, the taxes eligible for allocation to the Agency pursuant to the Law with respect to the Project Areas and all payments, reimbursements and subventions, if any, specifically attributable to ad valorem taxes lost by reason of tax exemptions and tax rate limitations, but excluding (a) amounts to be set aside for housing purposes as required by the Law or pursuant to the redevelopment plan for a Project Area, (b ) Pass-Through Payments, (c) scheduled payments of principal (including mandatory sinking account redemptions) and interest on any Agency debt incurred prior to the effective date of this Guaranty, together with future debt authorized by the Agency for any bond issue, or for a development project, and (d) appropriated administrative costs for that fiscal year. "Redevelopment Plan" means, collectively, the Redevelopment Plans for the Merged Project Areas, as the same may be amended from time to time by the Agency. "Tax Increment Fund" means that fund of the by whatever name used in its financial records, into which the Agency deposits all Pledged Tax Revenues and in which the Bank has a security interest pursuant to the terms ofthis Guaranty Agreement. "State" means the State of California. "Taxing Agencies" means all local government agencies entitled to a portion of the property taxes levied in the Project Areas. SECTION 1.02. Rules of Construction. Except where the context otherwise requires, words imparting the singular number shall include the plural number and vice versa, and pronouns inferring the masculine gender shall include the feminine gender and vice versa. All references herein to particular articles or sections are references to articles or sections of this Guaranty Agreement. The headings and Table of Contents herein are solely for convenience of reference and shall not constitute a part of this Guaranty Agreement, nor shall they affect its meanings, construction or effect. ARTICLE II LOAN TERMS; DISBURSEMENT; PARITY DEBT SECTION 2.01. Authorizations. The Agency hereby agrees to guaranty the Obligation by paying the Obligation Amount under and subject to the terms of this Guaranty Agreement. This Guaranty Agreement constitutes a continuing agreement between the Agency and the Bank to secure the full and final repayment of the Obligation Amount, subject to the covenants, agreements, provisions, limitations and conditions herein contained. 3 SECTION 2.02. Consent bv the City. Pursuant to California Health and Safety Code Section 33445 and in reliance upon the findings set forth in the Recitals, the City hereby consents and approves this Guaranty Agreement and the Agency's obligations. In granting this consent the City in no way undertakes or assumes any financial obligation under this Guaranty. SECTION 2.03. Guaranty Pavments. The Agency unconditionally and irrevocably agrees to guaranty the Obligation, upon receipt of a written request from the Bank certifYing that the Guaranty Conditions have been satisfied, and upon the Bank providing written notice to the Agency that the Bank will use the Obligation Amount to repay funds paid to or for the Corporation for the Project, and shall pay to the Bank from the Pledged Tax Revenues the Obligation Amount within thirty (30) days of receipt of said written request. SECTION 2.04. Validity of Guarantv. The validity of the Guaranty shall not be dependent upon the completion of any project or upon the performance by any person of his or her obligation with respect to any project. SECTION 2.05. Obligations Absolute. The obligations of Agency hereunder shall remain in full force and effect, subject only to the Guaranty Conditions. SECTION 2.06. Independent and Separate Obligations. The obligation of Agency hereunder is independent of the obligation of the Corporation and, in the event of any default hereunder, a separate action or actions may be brought and prosecuted against Agency whether or not Agency is the alter ego of the Corporation, and whether the Corporation is joined therein or a separate action or actions are brought against the Corporation. Bank's rights hereunder shall not be exhausted until all of the obligations under the LOC have been fully paid and performed. SECTION 2.07. Bankruptcv No Discharge. So long as any of the obligations guaranteed hereunder shall be owing to Bank, Agency shall not, without the prior written consent of Bank, commence or join with any other party in commencing any bankruptcy, reorganization or insolvency proceedings of or against the Corporation. Agency understands and acknowledges that by virtue of this Guaranty, Agency has specifically assumed any and all risks of a bankruptcy or reorganization case or proceeding with respect to the Corporation. As an example and not in any way of limitation, a subsequent modification of the obligations guaranteed hereunder in any reorganization case concerning the Corporation shall not affect the obligation of Agency to pay and perform the obligations guaranteed hereunder in accordance with its original terms. ARTICLE III PLEDGE OF PLEDGED TAX REVENUES SECTION 3.01. Pledge of Pledged Tax Revenues and Tax Increment Fund. The payment of the Obligation Amount shall be secured by a pledge of, and subordinated lien on, all of the Pledged Tax Revenues, which the Agency hereby makes and grants to the Bank to secure the Agency's obligations hereunder. The Pledged Tax Revenues are hereby pledged in their entirety to the payments required by Section 2.02 hereof. The Pledged Tax Revenues and all amounts in the Tax Increment Fund shall be subject to the lien of such pledge without any physical delivery thereof or further act, and the lien of such pledge shall be valid and binding as 4 against all parties having claims of any kind in tort, contract or otherwise against the Agency. The lien shall be subordinate to all existing and future liens or pledges of Pledged Tax Revenues, without limitation (except as provided in Section 6.0 I), provided that no such future lien shall have the effect of extinguishing this lien. This Guaranty is not a debt of the City of Santa Ana, the State of California or any of its political subdivisions (other than the Agency) and neither the City of Santa Ana nor the State of California or any of its political subdivisions (other than the Agency) is liable thereon, nor in any event shall the Guaranty be payable out of any funds or properties other than Pledged Tax Revenues of the Agency as provided herein. This Guaranty Agreement constitutes an indebtedness within the meaning of any constitutional or statutory limitation or restriction, and neither the members of the Agency nor any persons executing this Guaranty Agreement are liable personally on the Guaranty. ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE AGENCY SECTION 4.0 I. Organization. The Agency is duly organized and existing under the laws of the State and has all necessary power and authority to enter into and perform its duties (including the authority to pledge the Pledged Tax Revenues) under this Guaranty Agreement. SECTION 4.02. Agreement Valid and Binding; Approval by Legislative Body of the City. This Guaranty Agreement has been duly authorized, executed and delivered by the Agency and constitutes the legal, valid and binding obligation of the Agency, enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors' rights generally. SECTION 4.03. No Conflict in Execution of Agreement. The execution and delivery by the Agency of this Guaranty Agreement and compliance with the provisions hereof will not conflict with or constitute a breach of or default under any law, administrative regulation, court decree, resolution, charter, by-law or any agreement to which the Agency is subject or by which it is bound or by which its properties may be affected. SECTION 4.04. No Litigation. There is no action, suit, proceeding or investigation at law or in equity before or by any court or governmental agency or body pending or threatened against the Agency to restrain or enjoin the execution or delivery of this Guaranty Agreement, or in any way contesting or affecting the validity of this Guaranty Agreement, or contesting the powers of the Agency to enter into or perform its obligations under this Guaranty Agreement, including the pledge of Pledged Tax Revenues or in any way contesting of affecting the establishment of the Project Areas or the Redevelopment Plans. SECTION 4.05. No Breach or Default. The Agency is not in breach of or in default under any applicable law or administrative regulation of the State or the United States, the Constitution of the State (including Article XVI, Section 18 thereof) any applicable judgment or decree, any loan agreement, indenture, bond, note, resolution, agreement or other instrument to 5 which the Agency is a party or is otherwise subject which would have a material adverse impact on the Agency's ability to perform its obligations under this Guaranty Agreement and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute a default or an event of default under any such instrument. SECTION 4.06. No Consent. Approval or Permission Necessarv. No consent or approval of any trustee or holder of any indebtedness of the Agency, and no consent, permission, authorization, order or licenses of, or filing or registration with, any governmental authority is necessary in connection with the execution and delivery of this Guaranty Agreement or the consummation of any transaction contemplated herein, except as have been obtained or made and as are in full force and effect. SECTION 4.07. Pledged Funds; Limited Obligation. The Agency expects that in each year Pledged Tax Revenues will equal or exceed the then current year's payments due under this Guaranty Agreement and such payments will be treated as paid from then current Pledged Tax Revenues. SECTION 4.08. Information Submitted to the Bank. The information relating to the Agency and the Merged Project Areas submitted to the Bank is true and correct in all material respects, and such information does not contain any untrue or misleading statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made. SECTION 4.09. Financial Statements of the Agency. The Agency's financial statements furnished to the Bank have been prepared in conformity with generally accepted accounting principles and fairly present in all material respects the financial condition of the Agency as of the date thereof and the results of its operations for the period covered thereby. There has been no material adverse change in the business, condition (financial or otherwise) or operations of the Agency since the date of such financial statements. SECTION 4.10. Pledge and Subordinate Lien. The pledge of the Pledged Tax Revenues and amounts in the Tax Increment Fund constitute a valid pledge of and a subordinate lien on all of the Pledged Tax Revenues and amounts in the Tax Increment Fund. SECTION 4.11. Establishment of Proiect Areas. The Merged Project Area has been duly established pursuant to the Redevelopment Plans and the Redevelopment Plans are in full force and effect and the Agency comply with the Redevelopment Plans and the Law. ARTICLE V AFFIRMATIVE COVENANTS OF THE AGENCY SECTION 5.01. Punctual Payment. The Agency will punctually pay, or cause to be paid, all payments required hereunder in strict conformity with the terms of this Guaranty Agreement, and it will faithfully observe and perform all of the conditions, covenants and requirements of this Guaranty Agreement. 6 SECTION 5.02. Books and Accounts; Financial Statements. The Agency will keep proper books of record and accounts, separate from all other records and accounts ofthe Agency, in which complete and correct entries shall be made of all transactions relating to the tax increment revenues from the Merged Project Areas (which may be consolidated with other project areas or activities of the Agency). Such books of record and accounts shall at all times during business hours be subject to the inspection ofthe Bank. SECTION 5.03. Protection of Securitv and Rights. The Agency will preserve and protect the security of the Guaranty and the rights of the Bank. From and after the date hereof, the Guaranty Agreement shall be incontestable by the Agency. SECTION 5.04. Assumption of Guaranty Agreement. The obligations of the Agency under this Guaranty Agreement may not be assumed by another. SECTION 5.05. Pavment from Tax-Exempt Debt. The Agency hereby covenants to notifY the Bank before making any repayment or prepayment of this Guaranty Agreement from the proceeds of any tax-exempt debt incurred by the Agency. SECTION 5.06. Further Assurances. The Agency will adopt, make, execute and deliver any and all such further resolutions, instruments and assurances as may be reasonably required by the Bank as necessary or proper to carry out the intention or to facilitate the performance of this Guaranty Agreement and for the better assuring and confirming unto the Bank of the rights and benefits provided in this Guaranty Agreement. ARTICLE VI EVENTS OF DEF AUL T AND REMEDIES SECTION 6.0 I. Events of Default and Acceleration of Guaranty. The following events shall constitute Events of Default hereunder: (a) failure by the Agency to pay the Obligation Amount when and as the same shall become due and payable; (b) failure by the Agency to observe and perform any ofthe provisions contained in Article IV, V or VI on its part, other than as referred to in the preceding Subsection (a), for a period of 60 days after written notice specifYing such failure and requesting that it be remedied has been given to the Agency by the Bank, or to the Agency and the Bank; provided, however, that if the failure stated in such notice Can be corrected, but not within such 60-day period, the Bank shall consent to an extension of such time if corrective action is instituted by the Agency within such 60-day period and diligently pursued until such failure is corrected; or (c) the filing by the Agency of a petition or answer seeking reorganization or arrangement under the Federal bankruptcy laws or any other applicable law of the United States of America, or if a court of competent jurisdiction shall approve a petition, filed with or without the consent of the Agency, seeking reorganization under the Federal bankruptcy laws or any other applicable law of the United States of America, or if, under the provisions of any other law 7 for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the Agency or of the whole or any substantial part ofits property. (d) if an Event of Default under subsection (a) has occurred and is continuing, the Bank may (1) declare the Obligation Amount, together with the accrued interest on any unpaid Obligation Amount, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable, anything in this Guaranty Agreement to the contrary notwithstanding, and (2) exercise any other remedies available to the Bank in law or at equity. In the event that the full amount of the Pledged Tax Revenues is insufficient to pay the entire Obligation Amount when due as provided herein or for any other reason the Obligation Amount is not paid in full when due, any unpaid balance shall accrue interest compounded semi-annually at the rate of 12% per annum. There shall be no limitation on the amount of interest that may accrue on the Obligation Amount hereunder. (e) If an Event of Default under one or more of subsection (b) or (c) has occurred and is continuing, the Agency shall diligently work to remedy the Event of Default. If the Bank believes that the Agency is not working diligently to remedy the Event of Default, it shall be authorized to exercise any remedy available to the Bank in law or at equity except that it shall not be authorized to declare the Obligation Amount to be due and payable immediately so long as there is not a subsection (a) Event of Default. (f) Immediately upon becoming aware of the occurrence of an Event of Default, the Bank shall give notice of such Event of Default to the Agency by telephone, telecopier, facsimile or other telecommunication device, promptly confirmed in writing sent by U.S. mail. SECTION 6.02. Remedies. Upon the occurrence of an Event of Default, the Bank shall have the right: (a) by mandamus or other action or proceeding or suit at law or in equity to enforce its rights against the Agency or any member, officer or employee thereof, and to compel the Agency or any such member, officer or employee to perform and carry out its or his duties under law and the agreements and covenants required to be performed by it or him contained herein; (b) by suit in equity to enjoin any acts or things which are unlawful or violate the rights of the Bank; or (c) by suit in equity upon the happening of an Event of Default to require the Agency and its members, officers and employees to account as the trustee of an express trust. SECTION 6.03. Application of Funds upon Default. All amounts received by the Bank pursuant to any right given or action taken by the Bank under provisions of this Guaranty Agreement shall be applied by the Bank in the following order: First, to the payment of the costs and expenses of the Bank, including reasonable compensation to their agents, attorneys and counsel; and Second, to the payment of the whole amount of the obligation Amount and interest thereon then due and unpaid; provided, however, that in the event such amounts shall be 8 insufficient to pay in full the amount of such interest and principal, then such amounts shall be applied in the following order of priority: (a) first, to the payment of interest on the Obligation Amount then due and unpaid; and (b) unpaid. second, to the payment of principal of the Obligation Amount then due and SECTION 6.04. No Waiver. Nothing in this Article VI or in any other provision of this Guaranty Agreement shall affect or impair the obligation of the Agency, which is absolute and unconditional, to pay from the Pledged Tax Revenues and other amounts pledged hereunder, all payments due hereunder, or affect or impair the right of action, which is also absolute and unconditional, of the Bank to institute suit to enforce such payment by virtue of the contract embodied in this Guaranty Agreement. A waiver of any default by the Bank shall not affect any subsequent default or impair any rights or remedies on the subsequent default. No delay or omission of the Bank to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or an acquiescence therein, and every power and remedy conferred upon the Bank by this Article VII may be enforced and exercised from time to time and as often as shall be deemed expedient by the Bank. If a suit, action or proceeding to enforce any right or exercise any remedy shall be abandoned or determined adversely to the Bank, the Agency and the Bank shall be restored to their former positions, rights and remedies as if such suit, action or proceeding had not been brought or taken. SECTION 6.05. Remedies Not Exclusive. No remedy herein conferred upon or reserved to the Bank is intended to be exclusive of any other remedy. Every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise, and may be exercised without exhausting and without regard to any other remedy conferred by law. ARTICLE VII MISCELLANEOUS SECTION 7.01. Venue. The Bank and the Agency hereby agree that any action arising out of this Guaranty Agreement shall be filed and maintained in the Superior Court in and for the County of Orange, California, or in the United States District Court in and for the Central District of California. SECTION 7.02. Assignment. The Bank may assign this Guaranty Agreement and the Agency hereby consents to such assignment. SECTION 7.03. Benefits Limited to Parties. Nothing in this Guaranty Agreement, expressed or implied, is intended to give to any person other than the Agency and the Bank, any 9 right, remedy or claim under or by reason of this Guaranty Agreement. All covenants, stipulations, promises or agreements contained in this Guaranty Agreement by and on behalf of the Agency shall be for the sole and exclusive benefit ofthe Bank. SECTION 7.04. Successor. Whenever in this Guaranty Agreement either the Agency or the Bank is named or referred to, such reference shall be deemed to include the successors or assigns thereof, and all the covenants and agreements in this Guaranty Agreement contained by or on behalf of the Agency or the Bank shall bind and inure to the benefit of the respective successors and assigns thereof whether so expressed or not. SECTION 7.05. Discharge of Guarantv Agreement. If the Agency shall pay and discharge the entire indebtedness under this Guaranty Agreement by paying or causing to be paid the Obligation Amount and any interest thereon, as and when the same become due and payable as specified in Section 2; then, at the election of the Agency, but only if all other amounts then due and payable hereunder shall have been paid or provision for their payment made, the pledge of and lien upon the Pledged Tax Revenues and other funds provided for in this Guaranty Agreement and all other obligations of the Agency under this Guaranty Agreement shall cease and terminate, except only the obligation of the Agency to payor cause to be paid to the Bank, from the amounts so deposited with the Bank or such other fiduciary, all sums due with respect to this Guaranty Agreement and all expenses and costs of the Bank. Notice of such election shall be filed with the Bank. Any funds thereafter held by the Bank hereunder, which are not required for said purposes, shall be paid over to the Agency. SECTION 7.06. Termination of Guaranty Agreement. This Guaranty Agreement shall terminate and the Guaranty shall become null and void upon the payment in full of the Obligation Amount and all interest and other amounts payable to the Bank hereunder. SECTION 7.07. the parties in writing. Amendment. This Guaranty Agreement may only be amended by SECTION 7.08. Waiver of Personal Liabilitv. No member, officer, agent or employee of the Agency shall be individually or personally liable for the payment of the principal of or the interest under this Guaranty Agreement; but nothing herein contained shall relieve any such member, officer, agent or employee from the performance of any official duty provided by law. SECTION 7.09. Payment on Business Days. Whenever in this Guaranty Agreement any amount is required to be paid on a day that is not a Business Day, such payment shall be required to be made on the Business Day immediately following such day and no further interest shall accrue. SECTION 7.10 Notices. All written notices to be given under this Guaranty Agreement shall be given by first-class mail or personal delivery to the party entitled thereto at its address set forth below, or at such address as the party may provide to the other party in writing from time to time. Notice shall be deemed effective 48 hours after deposit in the United 10 States mail, postage prepaid or, in the case of any notice to the Bank or in the case of personal delivery to any person, upon actual receipt at the address set forth below: Ifto the Bank: East West Bank 415 Huntington Drive San Marino, CA 91108 If to the Agency: Charles W. Bowers Museum Corporation 2002 N. Main Street Santa Ana, California 92706 Attn: Peter Keller, President Community Redevelopment Agency of the City of Santa Ana 20 Civic Center Plaza Santa Ana, California 9270 I Attn: Agency Secretary Ifto the Corporation: If to the City: City of Santa Ana 20 Civic Center Plaza Santa Ana, California 9270 I Attn: Clerk ofthe Council SECTION 7.11. Partial Invaliditv. If any portion of this Guaranty Agreement shall for any reason be held illegal, invalid or unenforceable, such holding shall not affect the validity and enforceability of the remaining portions ofthis Guaranty Agreement. SECTION 7.12. Governing Law. This Guaranty Agreement shall be construed and governed in accordance with the laws ofthe State. SECTION 7.13. Effective Date. This Guaranty Agreement shall become effective upon the date first written above, which shall be the date that the Agency and the City formally approve it. IN WITNESS WHEREOF, the parties hereto have caused this Guaranty Agreement to be signed by the respective officers, all as ofthe day and year first above written. [Signature provided on next page] II Patricia E. Healy Agency Secretary lTY REDEVELOPMENT Y FTHECITYOFS NTAANA Ct0 ATTEST: Patricia C. Whitaker Executive Director AS TO FORM: ATITST ~ ~~--~~ tb Patricia E. Healy Clerk of the Council CHARLES W. BOWERS MUSEUM CORPORA nON EAST WEST BANK By: p- Name: vJeu...-It\7rTOrV Cfh:;/\/ Title: f.xe-cUn vG lit CE ?f!GYJDa!I 12