NEWPORT 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
ATTACHMENT A
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have requested that the wall above the two entries into the auditorium area (“Auditorium)of the Lecture Hallbear the name of the Foundation. In recognition of the effortsof the Foundation in raisingthe money to pay itsshare of the costs of the Lecture Hall,the City is amenable to granting the Foundation the rightto place itsname above the two lobby entriesto 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, itismutually agreed by and between the undersigned parties as follows:
ACKNOWLEDGEMENT AND NAMING RIGHTS TO THE AUDITORIUM1.
In gratefulrecognitionof the generosity and fundraisingefforts of the Foundation, and in relianceupon the fullperformance by the Foundation pursuant to its obligationsunder the Amended MOU includingpayment 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.
1.1 Naming rightsgranted to the Foundation herein shallexist for the useful life of the Lecture Hall. In the event the Lecture Hall isdemolished, destroyed, or ceases to be used by the City,or ifthe Location isrelocatedor substantiallyrenovated, the City and the Foundation willwork together to determine another appropriate form of recognition forthe support provided by the Foundation.
1.2 2. TERMINATION
In additionto any rightsand remedies availableat law, the City may, after givingthe Foundation ninety (90)days’ priorwrittennotice to cure a default in payment under the Amended MOU, terminate thisAgreement and remove the Foundation signage above the two entries intothe Auditorium; provided however, ifthe Foundation cures any defaultin payment before removal of the Foundation’s signage above the entriesto the Auditorium,then such signage shallremain in place,subject to the provisions of Section 1 above.
2.1 Upon any such terminationof thisAgreement by the City due to a payment default of the Foundation under the Amended MOU, the City shallnot have any further obligation orliabilityto the Foundation with respect to signage above the entriesof the Auditorium as hereinabove provided.
2.2 3. PUBLICITY
For purposes of publicizingthisAgreement, the Cityand the Foundation shall have the right,withoutcharge, to publicizethe generosityof the Foundation and use the names, likenesses, and images of Foundation Board Officers and Beyond Books Capital Campaign members inphotographic,audiovisual,digitalor any other form of medium and to use, reproduce, distribute,exhibit,and publish such materials in any manner in whole
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or inpart,includinginbrochures, website postings,informationaland marketing materials, and reports and publicationsdescribing the Lecture Hall’s activities.
4. ASSIGNMENT
This Agreement and the rightsand benefits hereunder may not be assigned by any party without the priorwrittenconsent of the other parties,which consent shallbe in the sole and absolute discretionof the non-assigning parties.
5. ENTIRE AGREEMENT
This Agreement constitutesthe entire agreement of the parties regarding the matters referredto herein,and supersedes allpriororal and writtenagreement, ifany, of the partiesinrespect 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 forconvenience only and inno way define,limit,or otherwise describe the scope or intentof this Agreement, or any provision hereof, or in any way affectthe interpretationof thisAgreement.
6. APPLICABLE LAW
This Agreement represents the entireagreement of the parties,supersedes all priordiscussions and agreements, and may not be amended except by writtenagreement signed by each of the partieshereto.
7. STANDARD PROVISIONS
Advice. The Cityand the Foundation has each sought theirown tax or legal counsel concerning thisAgreement.
7.1 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 conditioncontained herein, whether of the same or a different character.
7.2 Conflicts or Inconsistencies. In the event there are any conflictsor inconsistenciesbetween thisAgreement, or any other attachments attached hereto, the terms of thisAgreement shallgovern.
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 constructionwhich might otherwise apply.
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 CityAttorney.
7.3 7.4
7.5 Lecture HallAuditorium Naming Rights Agreement Page 3 13-6
Severability.Ifany term or portion ofthisAgreement is held to be invalid, illegal,or otherwise unenforceable by a court of competent jurisdiction,the remaining provisionsof thisAgreement shallcontinue in fullforce and effect.
Controlling Law and Venue. The laws of the State of Californiashallgovern this Agreement and allmatters relatingto itand any action brought relatingto this Agreement shall be adjudicated in a court of competent jurisdictionin the County of Orange, State of California.
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No Attorneys’Fees. Inthe event of any dispute or legalaction arisingunder thisAgreement, the prevailingparty shallnot be entitledto attorneys’fees.
Binding on Successors and Assigns. This Agreement shallbe binding on the Foundation, and itssuccessors and assigns.
7.10 Counterparts.This Agreement may be executed in counterparts, each of which shallbe deemed an originaland allof which together shallconstituteone (1)and the same instrument.
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[SIGNATURES ON FOLLOWING PAGE]
Lecture HallAuditorium Naming Rights Agreement Page 4
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IN WITNESS WHEREOF, the partieshave caused thisAgreement to be executed on the dates written below.
CITY: CITY OF NEWPORT BEACH, a
Californiamunicipal corporation
Date;
APPROVED AS TO FORM:
CITY ATTORNEY’S OFFICE
Date:
By: By:
Joe Stapleton
Mayor
ATTEST:
Date:
FOUNDATION: THE NEWPORT BEACH
PUBLIC LIBRARY FOUNDATION, a
Californianonprofit public benefit
corporation
Date:
By: By:.
Molly Perry
InterimCity Clerk
Jerold D. Kappel
Chief Executive Officer
Date:
By:
Mireya Llaurado
Secretary
[END OF SIGNATURES]
Attachments: ExhibitA - Location and Design of Signage
Lecture HallAuditorium Naming Rights Agreement Page 5
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EXHIBIT A
LOCATION AND DESIGN OF SIGNAGE ABOVE AUDITORIUM ENTRIES Lecture HallAuditorium Naming Rights Agreement Page A-1 13-9
63 3/8“
jppfiw.
SignType 08.00:AuditoriumDonor RecognitionSigniSkit
PecisionwaterjeKut,multi-layeredaluminum platelettersand horizontalrailbase withpainted metalicfinish.Lettersand railbase mount to wood veneer clad wall viaall-threadstuds and adhesive. 16 3/4 -
ippfta
•5”
E
AUDITOR
2 3/4'
icMt: 1/8* - r
AUDITORIUH
I
Scale: 3/8" •V-O*
NEWPORT Beach Library Lecture Hall Signage program
Conceptual Design Drawing
SHEET: D8.5
July16. 2025
Gerald Stamm Design. LLC T 714.389.5208 02025
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Side
55 5/8-
eppfo*. SignType D9.00:Auditorium Donor RecognitionSign/ Small Pecisionwatef)et<ut.multi-layeredaluminumplatelettersand horizontalratibase wrth paintedmetak finish.Lettersand railbase mount to wood veneer clad wallviaall-threadstudsand adhesive. 7/16-
Note;Letternsizess approximately11% smallerthansigntypeD8.00 14 7/8"
ippfOX.
-4 7/16"
• 1 Z!
'AUDITOBIIUM
- 2 7/16“
Scale 1/8- - T
AUUIIURIUH
i'
Scale. 3/8'-r-O*
NEWPORT BEACH LIBRARY LEaURE HALL SIGNAGE PROGRAM
Conceptual Design Drawing
SHEET: D9.t
July16. 2025
Gerald Stamm Desigi 02025
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