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Home My WebLink AboutLEO FREEDMAN FOUNDATIONORIGINAL c tc, li� X" (),i,' AT E: AGREEMENT BY AND AMONG LEO FREEDMAN FOUNDATION AND THE CITY OF SANTA ANA JUNE 29, 1992 THIS AGREEMENT, is made and entered into this 29th day of Julie, 1.992, by and between the CITY OF SANTA ANA, a municipal corporation of the State of California, ("CITY") and ELLIS STERN and SHARON JAQUITH as Trustees of the LEO FREEDMAN FOUNDATION, under a declaration of trust dated 1/6/89 ("Donors"). WHEREAS, Donors are proposing to enter into a Grant Agreement with the CliarlesW. Bowers Museum Corporation (the "Museum Corporation") whereby Donors will grant the Museum Corporation $ 1,000,000 over a term of years in return for the designation by the Museum Corporation of the Galleria oil the museum premises commonly referred to as The Bowers Museum of Cultural Art and located at 2002 North Main Street, Santa Ana, California 92706-2776 (the "Museum Premises") as the "Leo Freedman Foundation Galleria"; and WHEREAS, Such Grant Agreement is contingent upon the City executing an agreement approving the terms and conditions of such Grant Agreement; NOW, THEREFORE, the parties hereto do hereby agree as follows: 1. The City hereby approves the terms and conditions of the Grant Agreement as set forth in Exhibit A, attached hereto and incorporated herein, and agrees to be bound thereby, and by Such modifications or amendments thereto as the Trustees of the Leo Freedman Foundation and the Museum Corporation may mutually agree upon in writing. 2. In consideration of the public benefit that will result from the performance of the Grant Agreement by the Donors, and on condition that the Grant Agreement is executed and duly performed by the Donors, the City agrees that in the event the Museum Corporation no longer operates the Museum Premises, the City, as a condition to granting a new operator(s) permission to operate the Museum Premises, or as a condition of the City operating the Museum Premises Should the City so elect, shall require that the name "Leo Freedman Foundation Galleria" shall remain in perpetuity as the name of the galleria on the Museum Premises and shall require that the new operator(s) maintain and operate the Galleria in perpetuity. Further, the City shall require any new operator(s) to be subject to and bound by the terms and conditions set forth in the Grant Agreement attached hereto and incorporated herein. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written, is C. Guy Jerk of the Council APPROVED AS TO FORM: Edward J. COIR er City Attorney 0, CITY OF SANTA ANA by 'A Daniel H. Young Mayor ELLIS STERN, as Trustee of the LEO FREEDMAN FOUNDATION '4 SHARON JAQUITH, as Trustee of the LEO FREEDMAN FOUNDATION GRANT AGREEMENT BY AND AMONG LEO FREEDMAN FOUNDATION AND THE BOWERS MUSEUM OF CULTURAL ART JUNE 29, 1992 In consideration of the mutual agreement set forth herein, reliance upon said agreements, and other good and valuable consideration, this Grant Agreement ("Grant") is executed by and among Ellis Stern and Sharon Jaquith as Trustees of the Leo Freedman Foundation, UDT dated 1/6/89 ("Donors") and Charles W. Bowers Museum Corporation (the "Museum Corporation") for the museum building and premises commonly referred to as The Bowers Museum of Cultural Art and located at 2002 North Main Street, Santa Ana, California 92706-2776 (the "Museum Premises"). FIRST: Donors agree and hereby promise irrevocably to pay the sum of $1,000,000 to the Museum Corporation, with the first installment of not less than $ 166,666.67 to be payable on or before August 31, 1992, with annual installments of not less than $166,666.67 to be payable on or before December 31, 1993, December 31, 1994, December 31, 1995, December 31, 1996, and December 31, 1997. At Donors' discretion, this grant may be paid in larger installments to be determined by Donors, and this grant shall not bear interest on any unpaid balance. SECOND: At Donors' discretion, this grant may be paid in cash, in marketable securities, in marketable real property (including undivided interests thereof), or partly in each; provided, however, that if any portion of this grant is paid in marketable securities or marketable real property (including undivided interests thereof), the value thereof shall be determined on the date of each such contribution to the Museum Corporation. The Museum Corporation acknowledges that if any portion of this grant is paid in marketable real property, Donors will be required to obtain a qualified appraisal of such property to substantiate the amount of the charitable deduction for federal income tax purposes. The Museum Corporation agrees that the value of such property shall be the value as set forth in said qualified appraisal for purposes of satisfying this grant. THIRD: The Museum Corporation agrees to accept and utilize this grant, and all proceeds therefrom, subject to the terms of this Grant and not to seek interest with respect to any unpaid balance of this grant. FOURTH: The Museum Corporation agrees to name the Galleria ("Galleria") at the Museum Premises the "Leo Freedman Foundation Galleria" for as long as the Museum Corporation operates the Museum Premises; the Museum Corporation further agrees that the Galleria shall now and forever by known solely by that name. The Museum Corporation further agrees to operate and maintain the Galleria for as long as the Museum Corporation operates the Museum Premises. FIFTH: The Museum Corporation agrees to place a suitable and appropriately prominent sign or plaque on the inside of the Galleria stating "Leo Freedman Foundation Galleria." The Trustees of the Leo Freedman Foundation shall have the right to approve the sign or plaque and the placement thereof which approval shall not be unreasonably withheld. The Museum Corporation also agrees to place suitable and appropriately prominent signs throughout the Museum Premises referring to the Leo Freedman Foundation Galleria, such signs to be in conformity in size, color, and typeset as signs referring to other rooms in the Museum Premises. SIXTH: Donors acknowledge that the Museum Corporation may use this grant as loan collateral or for other uses and purposes that may result in a third party's reliance upon this grant. SEVENTH: The Museum Corporation agrees to perpetually exhibit significant and important works of art in the Leo Freedman Foundation Galleria. The Executive Director of the Museum Corporation shall consult with the Trustees of the Leo Freedman Foundation as to the works of art to be placed in the Leo Freedman Foundation Galleria. EIGHTH: The Museum Corporation agrees to utilize a portion of the grant necessary to annually allow the 4th, 5th, and 6th graders from all public and private schools in Anaheim to visit the Museum Premises free of charge (excluding transportation), during each year through 1998. The Museum Corporation agrees to utilize an additional portion of the grant monies, not to exceed $5,000 per year until 1998, for curriculum material related to the history of Anaheim, to be distributed to the aforesaid students or their teachers. The Museum Corporation agrees that it will prominently publicize the availability of the Museum Premises to all public and private elementary schools in Anaheim and include in such publicity the fact that the Museum Premises have been made available by a grant from the Leo Freedman Foundation, NINTH: The Museum Corporation agrees to set aside the sum of $15,000 per year from 1992 - 1997 from the total annual grant and will use such funds to present performing groups to play in the Galleria, as an enhancement of the art exhibited in the Museum Premises, at least 4 times a year, in addition to any performances by ensembles of the Pacific Symphony Orchestra or any groups otherwise funded by the Leo Freedman Foundation, The Museum Corporation agrees to prominently publicize such performances and include in such publicity the fact that such performances have been made available by a grant from the Leo Freedman Foundation. TENTH: This Grant is contingent upon the City of Santa Ana executing an agreement, which agreement shall specifically incorporate this Grant Agreement and which shall approve the terms and conditions set forth herein, including the naming, maintenance, and operation of the Galleria. Further, said agreement shall provide that in the event that the Museum Corporation no longer operates the Museum Premises, the City of Santa Ana, as a condition for granting a new operator(s), including the City of Santa Ana, permission to so operate the Museum Premises, that the Galleria will be maintained and operated in perpetuity and that it will continue to be named and referred to as the "Leo Freedman Foundation Galleria." 2 ELEVENTH: Amendments, changes, and modifications to this Grant sliall be made only by a writing executed by the Trustees of the Leo Freedman Foundation and the authorized officer or representative of the Museum Corporation or the successor operator of the Museum Premises, Executed at Santa Ana, California on June 29, 1.992 APPROVED AS TO FORM DONORS: Ellis Stern, as Trustee of the Leo Freedman Foundation Sharon Jaquith, as Trustee Of the Leo Freedman Foundation BOWERS MUSEUM OF CULTURAL ART: By: Peter C. Keller Executive Director 3