HomeMy WebLinkAboutItem 09 - License Agreement with Bowers Museum for Digital Marquee Placement 'per City Manager's Office
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Item # 9
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
October 7, 2025
TOPIC: License Agreement with Bowers Museum for Digital Marquee Placement
AGENDA TITLE
License Agreement with Bowers Museum for Digital Marquee Placement
RECOMMENDED ACTION
Authorize the City Manager to execute a license agreement with The Charles W.
Bowers Museum Corporation to grant the City use of a specific section of real property,
located on the northeast corner of 1914 W. Main St., for placement of a digital marquee
for a 10-year term, with provisions for an automatic 10-year extension. (Agreement No.
A-2025-XXX)
GOVERNMENT CODE §84308 APPLIES: Yes
DISCUSSION
On August 6, 2024, the City Council approved an agreement with Outdoor Dimensions,
LLC, in the amount of$1,859,909, for installation of 6 (six) digital marquees at City
parks and at Bowers Museum, as part of the Revive Santa Ana pandemic recovery
initiative's Expansion of Critical Communications. This project, funded by the American
Rescue Plan Act (ARPA), aims to deliver important information about City programs,
events, news, and resources to residents.
Approval of the license agreement with The Charles W. Bowers Museum Corporation
(Exhibit 1) would allow the City to install the digital marquee at Bowers as part of the
citywide digital marquee project. The license agreement grants the City the use of
approximately 300 square feet of its property at the northeast corner of 1914 W. Main
St. to install and operate the digital marquee. This includes an easement to access the
license area to conduct repairs, maintenance, and/or improvements to the marquee. In
return, the City would grant Bowers 10 percent of the digital marquee screen time to
promote its programs, exhibitions, and events, including the availability of free
admission for Santa Ana residents on Sundays and the free monthly festivals that it
provides for the community.
License Agreement with Bowers Museum for Digital Marquee Placement
October 7, 2025
Page 2
The license agreement is for a 10-year term, with an automatic 10-year extension and
an annual renewal unless the City chooses to terminate the agreement. The timeframe
of the digital marquee agreement approximately coincides with the timeframe and
extensions for the current Bowers operating agreement with the City, which provides
Bowers with the option for two 10-year extensions through April 30, 2036 and April 30,
2046. The following are Key Terms of the license agreement:
Key Terms
Term Initial term: 10 years from Commencement Date (first
of month after marquee operational), and automatic
one 10-year extension unless City gives 90-day
termination notice.
Hold-Over Period If City continues to occupy the Licensed Area after the
expiration or termination of this Agreement, the holding
over will constitute a yearly renewal or extension of the
Agreement.
End of Term City to transfer ownership, maintenance, utilities, and
use of marquee to Bowers unless Bowers declines. If
Bowers declines, City must restore site and release
easement.
Default Either party may terminate with 90-day notice if
obligations not performed (plus 60-day cure if needed);
Bowers can place City in default with 45-day notice for
Use Requirements violations; City can place Bowers in
default with 45-daynotice for interference.
Location Licensed Area at 1914 N. Main St., APN 002-162-32.
Approx. 300 s . ft. area for marquee + equipment.
City Responsibility City installs, operates, and maintains the digital
marquee.
Bowers' Display Bowers receives 10% of display time at no cost,
Time subject to City content review and emergency/public
safety messages.
Bowers' If Bowers sells/leases/develops Licensed Area
Sale/Development obstructing view, Agreement terminates.
Bowers must: (a) give 180-day notice; (b) reimburse
City $229,620.37 + 3% CPI on labor cost $38,871.92
per year of operation; (c) remove marquee after project
breaks ground or sale completes; (d) City has first right
of refusal to retain marquee/screen/equipment
Digital marquees have already have been installed and are operational at Centennial,
Thornton, Delhi, and Jerome parks as part of this project. Approval of this item would
allow the installation at both Bowers and Rosita Park to move forward. Alternately, as
indicated in the August 6, 2024 staff report, should the marquee at Bowers not move
forward, the City will prioritize the installation of a more costly double-sided marquee at
License Agreement with Bowers Museum for Digital Marquee Placement
October 7, 2025
Page 3
Santiago Park and forgo the marquee at Rosita Park. Staff recommends approval of the
license agreement, as the Bowers location was selected as the preferred site due to its
visibility and placement near an important City asset (Bowers).
ENVIRONMENTAL IMPACT
In accordance with the California Environmental Quality Act, the recommended action is
exempt from further review. Categorical Exemption Environmental Review No. ER
2024-52 was filed for this project.
FISCAL IMPACT
There is no fiscal impact associated with this action.
EXHIBIT(S)
1. Agreement
2. August 6, 2024 Staff Report
Submitted By: Sylvia Vazquez, Deputy City Manager
Approved By: Alvaro Nunez, City Manager
LICENSE AGREEMENT WITH BOWERS MUSEUM
FOR DIGITAL MARQUEE PLACEMENT
(1914 N. Main St. —APN #002-162-32)
This License Agreement for Placement of a Digital Marquee ("Agreement") is entered
into as of September 24, 2025, by and between The Charles W. Bowers Museum
Corporation, a California nonprofit corporation ("Bowers" or "Bowers Museum"), 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 ("City" or "Licensee"). Bowers and City
may be referred to herein collectively as the "Parties" or singularly as a"Party."
WHEREAS, Bowers is the owner of certain real property located on the Northeast corner
of 1914 W. Main Street, in Santa Ana, California;
WHEREAS, City has identified a specific section of the aforementioned property which
will be licensed for use pursuant to this Agreement ("Licensed Area" and as more fully described
below and in Exhibit B);
WHEREAS, City desires to install, operate, and provide ongoing maintenance of a new
digital marquee ("Marquee") in the described Licensed Area and to construct certain
improvements within the Licensed Area, as further described in the exhibits referenced below;
WHEREAS, Bowers is willing to grant City a license to use the Licensed Area for the
purpose stated subject to the requirements of this Agreement; and
WHEREAS, Bowers is willing to grant City an easement to access the Licensed Area to
conduct repairs, maintenance, and/or improvements to the Marquee from time to time and as may
be needed.
THEREFORE, in consideration of the following mutual covenants and conditions, it is
hereby agreed as follows:
1. LICENSED AREA.
The Licensed Area includes and is limited to the following areas:
A. Approximately 300 square feet for the placement of the Marquee and supporting
equipment enclosure used solely in connection with the Marquee, as described in
Exhibit A ("Location Description") and Exhibit B ("Licensed Area"), attached
hereto and incorporated herein.
B. The Marquee will be consistent in size, placement and design as approved by the
City in conformance with the "Design Concept" attached as Exhibit C, attached
hereto and incorporated herein.
2. BOWERS' REPRESENTATIONS AND WARRANTIES.
A. Bowers represents and warrants to City that: (1) Bowers has full right, power and
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authority to execute this Agreement; (2) Bowers has good and unencumbered title
to the Licensed Area free and clear of any liens or mortgages,except those disclosed
to the City that will not interfere with the City's right to use the Licensed Area.
B. The Parties shall enter into and record with the County of Orange an easement to
grant the City the right to access on enter the Licensed Area for the ongoing
maintenance, repairs, and/or improvements to the Marquee.
C. City has studied and inspected the Licensed Area and accepts the same "AS IS"
without any express or implied warranties of any kind, other than those warranties
contained in subsection (A) above, including any warranties or representations by
Bowers as to its condition or fitness for any use, intended or otherwise. City has
inspected the Licensed Area and the surrounding area and obtained all information
and professional advice as City has determined to be necessary related to this
Agreement.
3. GRANT OF LICENSE; TERM.
A. Bowers grants to City a license to use the Licensed Area subject to the following
provisions:
(1) The term of this Agreement shall be from the Effective Date and then for a
period of 10 years beginning from the first day of the month after the Marquee
is constructed and ready for use, or fully operational ("Commencement
Date"),unless sooner terminated as provided herein. The Parties shall provide
written confirmation of the Commencement Date for its records. City shall
be permitted to enter and commence work and prepare the Marquee for
deployment for up to six months before the Commencement Date.
Notwithstanding the above,the term of this Agreement shall be automatically
extended for one additional 10-year period from the anniversary of the
Commencement Date,unless City notifies the Bowers of its intent to terminate
at least 90 days before the end of the initial 10-year term.
(2) If City continues to occupy the Licensed Area after the expiration or
termination of this Agreement, the holding over will constitute a yearly
renewal or extension of this Agreement, and the conditions of use, detailed
below,shall remain in place for the hold-over period.
(3) Except as provided in subsection 4 below, at the termination of this
Agreement, whether by expiration of term or City's election, City agrees to
transfer the ownership, maintenance, utilities, and use of the Marquee to
Bowers. If Bowers elects not to receive and maintain the Marquee following
expiration of this Agreement, then City shall return the project site to its
original state. City shall also release its easement back to Bowers.
(4) If Bowers elects to lease or sell the Licensed Area, or develop the Licensed
Area in such a manner that obstructs, impedes, or diminishes public view of
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the Marquee, the Agreement will automatically terminate and Bowers shall
satisfy the following conditions:
(a) Bowers shall provide City with a minimum of 180 days' notice of its
intent to sell, lease, or develop the Licensed Area.
(b) Bowers shall reimburse City for the cost of the Marquee in the amount
of $229,620.37 within 30 days of termination of the Agreement.
Additionally, a relocation and replacement CPI cost of 3% shall be
added based on the project labor cost of 538,871.92 for each year of
the Marquee's operation prior to its removal by Bowers.
(c) There shall be no accounting for depreciation and/or diminished value
of the Marquee.
(d) Within 30 days following receipt of the $229,620.37, plus any
applicable relocation and replacement CPI increases discussed above,
City shall execute all necessary documents in order to release its
easement over the License Area, as provided for in Section 2 above.
(e) Bowers shall be responsible for removal and disposal of the
Marquee, and shall bear all costs associated therewith.
(f) Bowers shall not remove the Marquee until the planned development
project has broken ground,or the sale or transfer of the property from
Bowers to the new owner or lessor is complete.
(g) Notwithstanding the above, City shall enjoy the first right of refusal
to retain the Marquee, its digital screen, and any other equipment or
items related to the Marquee following its removal by Bowers.
4. USE OF MARQUEE AND OTHER CONSIDERATIONS.
A. As detailed herein, City shall grant Bowers display time for advertisements, to the
public, as part of any current of future Bowers events or business. For its right to
use the Licensed Area, City shall:
(1) Accept and coordinate with Bowers all on-going advertisement slots
consisting of 10%of display time on the Marquee. Displays of advertisement
slots for Bowers shall be provided at no cost to Bowers,but must be reviewed
by City staff prior to display to ensure compliance with City standards for
appropriate content.
(2) Bowers agrees and understands that time allotted to Bowers, per the section
above, is subject to change to allow for any message the City considers
immediately necessary for public safety. These messages will be considered
of limited duration and coordinated between the City Manager, Chief of
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Police, Public Works Director, or their designees and City's local
representative.
5. UTILITIES.
City is responsible for obtaining and paying for all utilities necessary to operate the
Marquee.
6. USE RESTRICTIONS.
A. City's use and occupation of the Licensed Area shall conform to all of the
following provisions:
(1) City shall at all times use its commercially reasonable efforts to minimize any
impact that its use of the Licensed Area will have on other uses that may be
located within the Licensed Area.
(2) City shall not remove, damage, or alter in any way any improvements or upon
the Licensed Area without Bowers' prior written approval, which shall not
be unreasonably withheld.
(3) Whenever City disturbs any area outside the Licensed Area, as a result of its
construction, maintenance, or use of the same, City shall promptly restore the
City's property to the satisfaction of Bowers. If City fails to restore the
Licensed Area as required, Bowers may take all actions necessary to restore
the Licensed Area, and City shall pay on demand all reasonable costs of the
restoration incurred by Bowers.
(4) City shall use the Licensed Area solely for constructing, installing, operating,
maintaining and repairing the Marquee. The Marquee is limited to the items
listed in Section 1 above and any other items as may be approved by Bowers,
at its sole discretion, in writing.
(5) City has non-exclusive right for ingress and egress, seven days a week, 24
hours a day, for the construction, installation and maintenance of the Marquee
which right shall be exercised so as to not unreasonably interfere with Bowers'
operations.
(6) City shall provide for an active, qualified and experienced representative to
supervise the Marquee, and who is authorized to act for City in matters
pertaining to all emergencies and the day-to-day operation of the Marquee.
City shall provide the Bowers Engineer's Office with the names and contact
information of the designated representative(s).
(7) City shall operate and maintain the Licensed Area in an orderly and clean
manner, and all facilities and equipment shall be kept in a well-maintained
state at all times, including for landscaping. Bowers agrees that landscaping
may not be necessary, but both Parties agree to defer the determination as to
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the necessity of landscaping until the Marquee is installed. If Bowers
determines that landscaping will be necessary to enhance the visibility of the
Licensed Area, then City will be consulted concerning the nature of the
landscaping desired and will agree to all reasonable requirements and costs.
If landscaping is installed, Bowers agrees to perform weed and trash control
within the Licensed Area.
(8) Bowers shall not install,operate or allow its agents,employees, or contractors
to use any equipment,methodology or technology that may interfere with the
optimum effective use or operation of Marquee. If interference occurs,
Bowers shall, after written notice thereof, immediately discontinue using the
equipment, methodology or technology that causes the interference until
corrective measures are taken. Any corrective measures shall be made at no
cost to City.
(9) Except for the Marquee, City shall not install any signs in the Licensed Area
other than required safety warning signs or any other signs as are requested or
approved by City. City bears all costs pertaining to the erection, installation,
maintenance and removal of all signs.
7. CITY'S IMPROVEMENTS: GENERAL REQUIREMENTS.
A. The following provisions govern all improvements, repairs, installation and other
construction,removal,demolition or similar work of any description by City related
to the Marquee or the Licensed Area (collectively referred to as the "City's
Improvements"):
(1) City's Improvements must be designed and purchased at City's sole expense.
In no event,including termination of this Agreement for any reason,is Bowers
obligated to compensate or reimburse City in any manner for any of City's
Improvements or other work provided by City during or related to this
Agreement. City shall timely pay for all labor, materials and work and all
professional and other services related to its operations within the Licensed
Area and shall defend,indemnify and hold harmless Bowers against all claims
brought against Bowers or caused by City, including liens, charges, and
related claims.
(2) City's Improvements shall be high quality, safe, modern in design and
attractive in appearance. City shall provide design specifications and plans to
Bowers for review.
(3) City acknowledges that as of the Effective Date of this Agreement, Bowers
has not approved or promised to approve any plans for City's Improvements,
except to the extent expressly stated in this Agreement.
(4) City may, at the written request of Bowers,provide final version of records of
City's Improvements upon completion of the improvements and any changes
to the same.
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(5) All changes to utility facilities will be limited to the License Area and be
undertaken by City only with the written consent of Bowers, which consent
shall not be unreasonably withheld, conditioned or delayed.
(6) All of City's Improvements shall be designed so as to present uniformity of
design, function, appearance and quality throughout and consistent with other
improvements located in or near the License Area.
(7) The following procedure governs City's submission to Bowers of all plans for
the Licensed Area and City's Improvements, including any proposed changes
by City:
(a) City shall coordinate and update Bowers, as necessary, on significant
design issues prior to the commencement of any City Improvements.
(b) Upon execution of this Agreement,Bowers and City shall each designate
a project manager to coordinate the Parties' participation and any
required cooperation regarding the City Improvements. Each project
manager shall devote such time and efforts to the project as may be
necessary for timely, good faith and convenient coordination among all
persons involved with the project and compliance with this Agreement.
(c) No plans are considered approved until stamped "APPROVED" and
dated by City's project manager.
(d) Bowers acknowledges that its project manager's authority with respect
to the Licensed Area is limited to the administration of the requirements
of this Agreement. City is responsible to secure all zoning approvals,
design revisions or other required utility approvals pertaining to the
project.
(e) Bowers' project manager will be reasonably available to coordinate and
assist City in working through issues that may arise in connection with
plan approvals and requirements.
(f) City shall, in the submittal of all plans, allow adequate time for all
communications and plan revisions necessary to coordinate scheduling
of the City Improvements.
(g) The Parties shall use reasonable efforts to resolve any design and
construction issues to their mutual satisfaction but, in the event of an
impasse for any reason, final decisional authority regarding all design
and construction issues shall rest with City in its reasonable discretion.
B. If any future use of Bowers property, within which the Licensed Area is located,
and the future use necessitates relocation of City's electrical service or other
communication or utility facilities, the relocation will be accomplished at the sole
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expense of City.
S. CITY'S INITIAL CONSTRUCTION.
No later than ISO days after the Effective Date, City shall install the Marquee in the
Licensed Area in accordance with all of the specifications contained in Exhibit C.
9. MAINTENANCE.
A. City shall, at its own cost, have all responsibilities for improvements to and
maintenance of the Licensed Area during the term of this Agreement.
B. City, at its expense, shall use commercially reasonable efforts in its sole discretion
to minimize collateral, visual, and aesthetic impacts of the Marquee. Efforts shall
include,but not be limited to,replacing existing equipment with smaller equipment,
decreasing the area used to house supporting equipment, or decreasing the size of
any wireless communications equipment.
C. In the case of any vandalism/damage/broken technology, City will restore the
Marquee to its original state within three business days or communicate any
extenuating circumstances that may extend that timeline to Bowers Museum within
that time frame.
10. CO-LOCATION and INTERFERENCE.
A. Bowers agrees to not co-locate any billboard or digital marquee not owned by City
within the Licensed Area.
B. Bowers agrees not to erect or allow any other off-premise advertising structure(s),
other than City's on property owned or controlled by Bowers within 1,000 feet of
the Marquee. Bowers further agrees not to erect or allow any other obstruction, or
any vegetation over which it has control, which may entirely or partially obstruct
the street level or roadway view of the Marquee.
C. Prior to permitting the installation by any third party in or around the Licensed Area
of any additional equipment which may interfere with the City's operation of the
Marquee, Bowers shall give City 30 days' written notice of the proposed additional
equipment so that City can determine if the additional equipment will interfere with
the Marquee. If City determines that interference is likely to occur,City shall,within
the 30-day notice period, give Bowers a detailed written explanation of the
anticipated interference, including any supporting documentation as may be
reasonably necessary for Bowers to evaluate City's position. Bowers and City shall
use reasonable efforts to resolve any interference problems before Bowers permits
the third party to operate its proposed equipment. If a subsequent entity is permitted
to operate in or near the Licensed Area, and the subsequent entity's operations
interfere with City's Marquee (as operating and configured prior to the subsequent
City's start of operations or any subsequent approved reconfiguration),then Bowers
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shall direct the subsequent entity to remedy the interference within 72 hours. If the
interference is not resolved within this 72-hour period, then the subsequent entity
will be required to cease its operations until the interference is resolved. These same
procedures apply to (i) any interference caused by Bowers with respect to
equipment existing and as configured on the Effective Date, and (ii) any Bowers
equipment existing on the Effective Date which is later reconfigured so as to
interfere with City's Marquee.
11. ASSIGNMENT.
A. Bowers may assign this Agreement upon 60 days' written notice to City. City's
written consent shall not be unreasonably withheld, conditioned or delayed. City
may as a condition of consent, require that any assignee submit biographical and
financial information to City along with the aforementioned written notice to City
prior to any assignment of Bowers interest under this Agreement.
B. Bowers may, upon notice to City, mortgage or grant a security interest in this
Agreement and Marquee, and may assign this Agreement and Marquee to any
mortgagees, deed of trust beneficiaries or holders of security interests, including
their successors or assigns ("Mortgagees"), provided the Mortgagees agree to be
bound by the terms of this Agreement. In this event, Bowers shall execute consent
to leasehold or other financing as may be reasonably required by Mortgagees.
C. Subject to subsections 11 (A) and (B), City shall not assign or sublease any of its
interest under this Agreement, nor permit any other person to occupy the Licensed
Area.
12. DEFAULT
A. Either Party may terminate this Agreement by giving the other 90 days' written
notice after the happening of any of the following events:
(1) The failure of either Party to perform any of its obligations under this
Agreement, if City fails to cure its default within the 90-day notice period.
If the cure cannot reasonably be implemented within the 90-day period, then
each Party will have up to 60 days to cure from the date of the original notice;
however, each Party must initiate the cure within the original 90-day period
and thereafter diligently pursue the cure.
(2) The filing of any lien against the Licensed Area because of any act or omission
of Bowers that is not discharged or fully bonded within 30 days of receipt of
actual notice by Bowers.
B. Bowers may place City in default of this Agreement by giving City 45 days' written
notice of City's failure to abide by the Use Requirements in Section 4 of this
Agreement. During the 45-day notice period,City shall cure the default;otherwise,
Bowers may elect to immediately terminate this Agreement or to exercise any other
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remedy allowed by law or equity.
C. City may place Bowers in default of this Agreement by giving Bowers 45 day's
written notice of Bowers' failure to comply with the commencement of City
Improvements, interfere with use by City of the Licensed Area for the use and
maintenance of the Marquee, or any reasonable interference/use of the Marquee or
Licensed Area as detailed in this Agreement. During the 45-day notice period,
Bowers shall cure the default; otherwise, City may elect to immediately terminate
this Agreement or to exercise any other remedy allowed by law or equity.
D. Upon the termination of this Agreement for any reason, all rights of City shall
terminate.
13. TERMINATION GENERALLY.
A. Either Party may terminate this Agreement at any time that it is not in default in its
obligations by giving the other Party written notice after the happening of any of the
following events:
(1) Issuance by a court of competent jurisdiction of an injunction in any way
preventing or restraining City's use of any portion of the Licensed Area and
the injunction remaining in force for a period of 30 consecutive days.
(2) The inability of City to use any substantial portion of the Licensed Area for
a period of 30 consecutive days due to the enactment or enforcement of any
law or regulation or because of fire, earthquake or similar casualty, or Acts of
God or the public enemy.
(3) Upon 90 days' written notice, if the Licensed Area or the Marquee is
unacceptable under City's design or engineering specifications for the
Marquee.
(4) If the Licensed Area or Marquee are destroyed or damaged so as in either
Party's reasonable judgment to substantially and adversely affect the use of
the Marquee.
B. City may also terminate this Agreement upon giving 45 days' written notice in the
event that the Marquee becomes partially obstructed in any way from a distance of
500' or less and, in City's opinion,the obstruction renders the use ineffectual for the
purpose desired, or the continued use of the Marquee becomes not economically
feasible.
C. If City is prevented from constructing or maintaining the Marquee, City may elect
to terminate this Agreement upon written notice.
D. City understands that termination of this Agreement for any reason does not
guarantee the grant of any other or substitute License Area.
14. INDEMNIFICATION.
A. Bowers shall indemnify, defend, and hold harmless City, and its respective agents,
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representatives, employees, subsidiaries and affiliates ("Covered Parties") from
and against any and all actions, suits, claims,demands,judgments,losses, expenses,
or liabilities, injuries and damages to persons and property, including death, arising
out of or related to its breach or default in the performance of any of its obligations
under this Agreement; provided, however, that Bowers will not be obligated to
indemnify the Covered Parties from any claims arising solely from the gross
negligence or willful misconduct of a Covered Party. If any action or proceeding is
brought against any Covered Parry by reason of any such claim, Bowers, upon
receipt of written notice from Covered Party, shall defend the same and a finding of
liability or an obligation to indemnify shall not be a condition precedent to the duty
to defend.
B. City shall indemnify, defend, and hold harmless Bowers, and its respective agents,
representatives, employees, subsidiaries and affiliates ("Covered Parties") from
and against any and all actions, suits, claims,demands,judgments,losses, expenses,
or liabilities, injuries and damages to persons and property, including death, arising
out of or related to City's use of the Licensed Area,the entry by any Licensee Party
on the Licensed Area or surrounding property, or Bower's breach or default in the
performance of any of its obligations under this Agreement;provided,however,that
City will not be obligated to indemnify the Covered Parties from any claims arising
solely from the gross negligence or willful misconduct of a Covered Party. If any
action or proceeding is brought against any Covered Party by reason of any such
claim, City, upon receipt of written notice from Covered Party, shall defend the
same and a finding of liability or an obligation to indemnify shall not be a condition
precedent to the duty to defend.
C. The provisions of this Section shall survive the termination or expiration of this
Agreement.
15. DAMAGE OR DESTRUCTION.
Bowers has no obligation to reimburse City for the loss of or damage to fixtures,
equipment or other personal property of City, except if such loss or damage is caused by
the negligence or fault of Bowers or its officers, employees or agents.
16. SURRENDER OF POSSESSION.
Upon the expiration or termination of this Agreement, City's right to occupy the Licensed
Area and to exercise the privileges and rights granted by this Agreement shall cease, and
it shall remove the Marquee and restore the surface of the License Area to its original
condition. Unless otherwise provided herein, all trade fixtures, equipment, and other
personal property installed or placed by City on the Licensed Area remain the property
of City, and City may, at any time during the term of this Agreement, and for an
additional period of 90 days after its expiration, remove the same from the Licensed
Area.
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17. NOTICE.
Any notices, requests, or approvals given under this Agreement from one Party to another
shall be in writing and shall be personally delivered or deposited with the United States
Postal Service for mailing, postage prepaid, by certified mail, return receipt requested, to
the addresses of the other Party as stated in this section, and shall be deemed to have been
received at the time of personal delivery or three (3) days after the deposit for mailing.
Notices shall be sent to:
To City:
City Clerk
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
With courtesy copies to:
City Manager
City of Santa Ana
20 Civic Center Plaza(M-31)
P.O. Box 1988
Santa Ana, California 92702
To Bowers:
The Charles M. Bowers Museum Corporation
Attn: John S. Cha (jcha(a&JMBM.com) General Counsel
2002 N. Main Street
Santa Ana, CA 92706
18. SEVERABILITY.
If any provision of this Agreement is declared invalid by a court of competent
jurisdiction, the remaining terms shall remain effective, provided that elimination of the
invalid provision does not materially prejudice either Party with regard to its respective
rights and obligations; and in the event of material prejudice, then the adversely affected
Party may terminate this Agreement.
19. APPLICABLE LAW.
This Agreement shall be governed by the laws of the State of California. If either Party
commences an action against the other Party arising out of or in connection with this
Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees,
expert witness fees, costs of investigation, and costs of suit from the losing party.
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20. RIGHT OF ENTRY RESERVED.
A. Bowers may, at all times, enter upon the Licensed Area for any lawful purpose,
provided the action does not unreasonably interfere with City's use or occupancy of
the Licensed Area.
B. Without limiting the generality of the foregoing, City and any furnisher of utilities
and other services may, at their own cost, maintain existing and future utility,
mechanical, electrical and other systems, enter upon the Licensed Area at any time
to make repairs, replacements or alterations that may, in the opinion of City, be
necessary or advisable, and from time to time to construct or install over, in or
under the Licensed Area systems or parts and, in connection with any maintenance,
use the Licensed Area for access to other parts in and around the Licensed Area;
provided that in the exercise of these rights of access, repairs, alterations or new
construction, Bowers does not unreasonably interfere with the use and occupancy
of the Licensed Area by City.
21. ENTIRE AGREEMENT, WAIVER, AND AMENDMENTS
This Agreement incorporates all of the terms and conditions mentioned herein, or
incidental hereto, and supersedes all negotiations and previous agreements between the
Parties with respect to the subject matter of this Agreement. All waivers of the provisions
of this Agreement must be in writing and signed by the appropriate authorities of the Party
to be charged. Any amendment or modification to this Agreement must be in writing and
executed by the appropriate authorities of the City and Bowers.
22. EXECUTION IN COUNTERPART.
This Agreement may be executed in several counterparts, and all so executed shall
constitute one agreement binding on both of the Parties hereto,notwithstanding that both
Parties are not signatories to the original or the same counterpart.
[Signatures on following page]
Page 12 of 13
ATTEST: CITY OF SANTA ANA
Jennifer L. Hall Alvaro Nunez
City Clerk City Manager
APPROVED AS TO FORM: BOWERS MUSEUM
SONIA R. CARVALHO
City Attorney
B
onathan T. Martinez By: SEA O'HARROW
Assistant City Attorney Title: PRESIDENT & CEO
Page 13 of 13
EXHIBIT A
LOCATION DESCRIPTION
EXHIBIT "A"
LEGAL DESCRIPTION FOR EASEMENT
IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA
THAT PORTION OF LOT 2 OF BLOCK "A" OF THE RE-SUBDIVISION OF BLOCK "A" AND "B"
OF THE ORANGE GROVE TRACT, AS PER MAP RECORDED IN BOOK 1, PAGE 14 OF
MISCELLANEOUS MAPS IN THE OFFICE OF THE RECORDER OF SAID COUNTY,
DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT ON THE NORTH LINE OF SAID LOT 2, SAID POINT BEING DISTANT
38.71 FEET NORTHWEST FROM THE NORTHEAST CORNER OF SAID LOT 2; THENCE
SOUTH 88°44'54" EAST ALONG SAID NORTH LINE 21.00 FEET; THENCE SOUTH 39°52'36"
EAST 08.57 FEET; THENCE SOUTH 01°52'06" EAST 19.39 FEET; THENCE NORTH 44°23'08"
WEST 36.97 FEET TO THE POINT OF BEGINNING.
CONTAINING A TOTAL AREA OF 326.18 SQUARE FEET, MORE ORdow—
SUBJECT TO EASEMENTS, RESERVATIONS, RESTRICTIONS, AND ANY OTHER RIGHTS OF
RECORD. III
EXHIBIT"B"ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF.
THIS DESCRIPTION WAS PREPARED Y OR UNDER MY DIRECTION:
ANDERSON CHRYSOSTOMO, L.S. 9216 DATE
PAGE 1 OF 1
EXHIBIT " B "
PLAT TO ACCOMPANY LEGAL DESCRIPTION FOR
EASEMENT
S
W
Q
TWENTIETH STREET u
—_—_ (S88 44'54"E ) _
cw POB(�
�— _ _ - - - -� — I NEC OF I
F LOT 2 — — — OT 2
04 I LLJ
� I i
.65$ I I YJ z
- - - - - — 33.0O'� Q
- - _
LOT 1 I— J
I I I
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— — — — — — — — — — — V)
LINE TABLE
NO. BEARING DISTANCE
L1 S88°44 ' 54 "E 21 . 00'
L2 139°52' 36"E 08. 57 '
L3 S01 °5-2 6"E 19. 39'
L4 N44-23' 08"W 36. 97'
LEGEND:
® EASEMENT AREA
326. 18 SQUARE FEET
1D STREET EASEMENT (EXISTING )
INST. 86-319846, O.R.
PAGE 1 OF 1
EXHIBIT B
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