HomeMy WebLinkAboutC-7444-11 - Newport Beach Library Lecture Hall Naming Rights AgreementNEWPORT BEACH LECTURE HALL
AUDITORIUM NAMING RIGHTS AGREEMENT
THIS AUDITORIUM NAMING RIGHTS AGREEMENT ("Agreement") is made and
entered into as of this 14th day of October 2025, ("Effective Date"), by and between the
CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City")
and the NEWPORT BEACH PUBLIC LIBRARY FOUNDATION, a California nonprofit
public benefit corporation ("Foundation") and is made with reference to the following:
RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws
of the State of California with the power to carry on its business as it is now being
conducted under the statutes of the State of California and the Charter of City.
B. The Foundation is duly organized and validly existing under the laws of the State
of California with the power to carry on its business as it is now being conducted
under the statutes of the State of California.
C. The Foundation and the City have entered a Memorandum of Understanding,
executed on February 24, 2022, as subsequently amended by First, Second and
Third Amendments thereto (collectively, the "Amended MOU"), for the Foundation
and the City to fund and the City to construct a community hall located at 1000
Avocado, Newport Beach, California ("Lecture Hall") to accommodate library,
cultural, educational, informational, entertainment, civic, business and community
focused events to serve the community.
D. As described in the Amended MOU, the Foundation has agreed to raise a
significant amount of money to pay for its share of the cost of the Lecture Hall,
which is described as the Foundation Commitment with the remainder of the
Foundation's financial commitment payable within two (2) years of the effective
date of the Third Amendment to the MOU or upon the City Council adoption of the
notice of completion of construction of the Lecture Hall, whichever occurs later
("Remainder of Foundation Commitment Final Payment").
E. The City has agreed that the Foundation may offer naming rights to include
signage in certain areas of the Lecture Hall as described in the Amended MOU.
F. The Foundation is nearing completion of its fundraising efforts to meet the
contribution level contemplated by the Amended MOU's Foundation Commitment.
The Foundation will have achieved its fundraising goals due to the extraordinary
expenditure of time and effort, diligence and use of community goodwill and
contacts exercised by the Foundation through its Board of Directors and
associated Beyond Books Capital Campaign.
G. A $1,000,000 donor to the Foundation's Beyond Books Capital Campaign, along
with other six figure donors (collectively, the "Major Donors"), have assigned the
naming right to the Board of Directors of the Foundation, and these Major Donors
have requested that the wall above the two entries into the auditorium area
("Auditorium) of the Lecture Hall bear the name of the Foundation. In recognition
of the efforts of the Foundation in raising the money to pay its share of the costs
of the Lecture Hall, the City is amenable to granting the Foundation the right to
place its name above the two lobby entries to the Auditorium in the locations and
with the sign design set forth in Exhibit "A," which is attached hereto and
incorporated herein by reference.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties
as follows:
1. ACKNOWLEDGEMENT AND NAMING RIGHTS TO THE AUDITORIUM
1.1 In grateful recognition of the generosity and fundraising efforts of the
Foundation, and in reliance upon the full performance by the Foundation pursuant to its
obligations under the Amended MOU including payment of the Remainder of Foundation
Commitment Final Payment, the City agrees that signage in the name: "The Library
Foundation Auditorium" may be placed above the two entries into the Auditorium as
shown on Exhibit "A" attached hereto.
1.2 Naming rights granted to the Foundation herein shall exist for the useful life
of the Lecture Hall. In the event the Lecture Hall is demolished, destroyed, or ceases to
be used by the City, or if the Location is relocated or substantially renovated, the City and
the Foundation will work together to determine another appropriate form of recognition
for the support provided by the Foundation.
2. TERMINATION
2.1 In addition to any rights and remedies available at law, the City may, after
giving the Foundation ninety (90) days' prior written notice to cure a default in payment
under the Amended MOU, terminate this Agreement and remove the Foundation signage
above the two entries into the Auditorium; provided however, if the Foundation cures any
default in payment before removal of the Foundation's signage above the entries to the
Auditorium, then such signage shall remain in place, subject to the provisions of Section
1 above.
2.2 Upon any such termination of this Agreement by the City due to a payment
default of the Foundation under the Amended MOU, the City shall not have any further
obligation or liability to the Foundation with respect to signage above the entries of the
Auditorium as hereinabove provided.
3. PUBLICITY
For purposes of publicizing this Agreement, the City and the Foundation shall have
the right, without charge, to publicize the generosity of the Foundation and use the names,
likenesses, and images of Foundation Board Officers and Beyond Books Capital
Campaign members in photographic, audiovisual, digital or any other form of medium and
to use, reproduce, distribute, exhibit, and publish such materials in any manner in whole
Lecture Hall Auditorium Naming Rights Agreement Page 2
or in part, including in brochures, website postings, informational and marketing materials,
and reports and publications describing the Lecture Hall's activities.
4. ASSIGNMENT
This Agreement and the rights and benefits hereunder may not be assigned by
any party without the prior written consent of the other parties, which consent shall be in
the sole and absolute discretion of the non -assigning parties.
5. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement of the parties regarding the
matters referred to herein, and supersedes all prior oral and written agreement, if any, of
the parties in respect hereto. This Agreement may not be modified or amended except by
written agreement executed by the parties hereto. The captions inserted in this
Agreement are for convenience only and in no way define, limit, or otherwise describe the
scope or intent of this Agreement, or any provision hereof, or in any way affect the
interpretation of this Agreement.
6. APPLICABLE LAW
This Agreement represents the entire agreement of the parties, supersedes all
prior discussions and agreements, and may not be amended except by written agreement
signed by each of the parties hereto.
7. STANDARD PROVISIONS
7.1 Advice. The City and the Foundation has each sought their own tax or legal
counsel concerning this Agreement.
7.2 Waiver. A waiver by any party of any breach, of any term, covenant or
condition contained herein shall not be deemed to be a waiver of any subsequent breach
of the same or any other term, covenant or condition contained herein, whether of the
same or a different character.
7.3 Conflicts or Inconsistencies. In the event there are any conflicts or
inconsistencies between this Agreement, or any other attachments attached hereto, the
terms of this Agreement shall govern.
7.4 Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed for or
against any party by reason of the authorship of the Agreement or any other rule of
construction which might otherwise apply.
7.5 Amendments. This Agreement may be modified or amended only by a
written document executed by the Foundation and the City and approved as to form by
the City Attorney.
Lecture Hall Auditorium Naming Rights Agreement Page 3
7.6 Severability. If any term or portion of this Agreement is held to be invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions of this Agreement shall continue in full force and effect.
7.7 Controlling Law and Venue. The laws of the State of California shall govern
this Agreement and all matters relating to it and any action brought relating to this
Agreement shall be adjudicated in a court of competent jurisdiction in the County of
Orange, State of California.
7.8 No Attorneys' Fees. In the event of any dispute or legal action arising under
this Agreement, the prevailing party shall not be entitled to attorneys' fees.
7.9 Binding on Successors and Assigns. This Agreement shall be binding on
the Foundation, and its successors and assigns.
7.10 Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original and all of which together shall constitute one (1) and
the same instrument.
[SIGNATURES ON FOLLOWING PAGE]
Lecture Hall Auditorium Naming Rights Agreement Page 4
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date:
By:
Aarorrney
City
ATTEST:
Date: /D'1S�' z�zs
CITY: CITY OF NEWPORT BEACH, a
California mynicipal corporation
Date: loll l `11 Z S
By:_
Joe
Ma)
FOUNDATION: THE NEWPORT BEACH
PUBLIC LIBRARY FOUNDATION, a
California nonprofit public benefit
corporation
Date:
l
By: U "' X r By:
Mofly Per -'�= Jero D. Kappel
Interim CityClerk `�� C tef Executive Officer
�-,Oft fl �Q o�5
Date:
By:
rey L aurado
Secretary
[END OF SIGNATURES]
Attachments: Exhibit A — Location and Design of Signage
Lecture Hall Auditorium Naming Rights Agreement Page 5
EXHIBIT A
LOCATION AND DESIGN OF SIGNAGE ABOVE AUDITORIUM ENTRIES
Lecture Hall Auditorium Naming Rights Agreement Page A-1
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