Attachment B - Donation Agreement Grody & Croul — Newport Beach City Council, June 9, 2026

NEWPORT BEACH LECTURE HALL

GREEN ROOM NAMING RIGHTS AGREEMENT
THIS GREEN ROOM NAMING RIGHTS AGREEMENT ("Agreement")ismade and entered intoas of this9th day of June 2026, ("EffectiveDate"),by and between the CITY OF NEWPORT BEACH, a Californiamunicipal corporation and chartercity("City"),the NEWPORT BEACH PUBLIC LIBRARY FOUNDATION, a Californianonprofitpublic benefit corporation("Foundation"),and StephanieJones Grody and Kenneth Bruce Grody ("Grodys")and Susan Crouland Spencer B. Croul("Crouls")(collectively,"Donors"),and is made with reference to the following:

RECITALS
A. Cityisa municipalcorporationdulyorganized and validlyexistingunder the lawsof the State of Californiawith the power to carry on itsbusiness as itis now being conducted under the statutes of the State of California and the Charter of City.

B. The Foundation isduly organized and validlyexistingunder the laws ofthe Stateof Californiawiththe power to carryon itsbusiness as itisnow 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 Memorandum of Understanding"),forthe Foundation and the Cityto fund and the Cityto constructa community halllocatedat 1000 Avocado, Newport Beach, California("LectureHall") to accommodate library,cultural,educational,informational,entertainment,civic, business and community focused events to serve the community. The Donors acknowledge receipt of a copy of the Amended Memorandum of Understanding, which isattached hereto as Exhibit"A,"and incorporated herein by reference.

D. The Foundation is completing itsfundraisingeffortsto meet the contributionlevel contemplated by the Amended Memorandum of Understanding's Foundation Commitment. The Foundation is achieving its fundraising goals due to the extraordinaryexpenditureoftime and effort,diligenceand use ofcommunity goodwill and contacts exercised by the Foundation through itsBoard of Directorsand associated Beyond Books CapitalCampaign.

E. The Grodys and Crouls have contributedTwo Hundred FiftyThousand Dollarsand 00/100 ($250,000.00)each for a totalof Five Hundred Thousand Dollars and 00/100 ($500,000.00)pursuantto the Amended Memorandum of Understandingfor completion ofthe Lecture Hall("Gift").The Amended Memorandum ofUnderstanding authorizesthe Foundation to offerthe rightto a donor to placethe name ofthe donor, donor's spouse, or donor'sfamilyat the locationdefined in Section 1.1 of this Agreement based upon the contributionby the Donors and subjectto the City's absolute discretionand approval ("Naming").

NOW, THEREFORE, itismutually agreed by and between the undersigned parties as follows:

Attachment B

1. DONORS' SUPPORT OF CONSTRUCTION OF LECTURE HALL
The Giftprovided by the Donors under thisAgreement shallbe payable by the Foundation to the Cityas partof the Foundation Commitment (as thatterm isdeifnedin Section 2.1 of the Amended Memorandum of Understanding) based on the timeframes and conditions of Section 2.4 of the Amended Memorandum of Understanding.

2. ACKNOWLEDGEMENT AND NAMING RIGHTS TO THE GREEN ROOM

2.1 In return for Donors' Gift,the City agrees to name the Green Room ("Location"),as approved by the Cityand the Donors, withthe Naming displayedinExhibit "C," which is attached hereto and incorporated herein by reference,and on the donor recognitionwallinthe Lobby, consistentwiththe aestheticsand architectureofthe Lecture Hall.

2.2 Naming rightsshallexistforthe usefullifeofthe LectureHall.Inthe event the Lecture Hallisdemolished, destroyed, or ceases to be used by the City,or ifthe Locationis relocatedor substantiallyrenovated,the Cityand the Foundationwillwork withthe Donors, or the Donors' designee, successor or assigns to determine another appropriateform of recognitionforthe support provided by the Gift.

3. TERMINATION

3.1 In additionto any rightsand remedies availableat law,the Citymay terminate thisAgreement and the Naming on behalf of itselfand the Foundation and allrightsand benefits of the Donors hereunder:

3.1.1 in the event of any defaultin payment of the entireGiftas provided in thisAgreement to the Foundation; or

3.1.2 inthe unlikelyevent the Citydetermines initsreasonable and good faith opinion that circumstances have changed such that the Naming chosen by the Donors would adversely impact the reputation,image, mission,or integrityofthe City or the Foundation due to the continued association by the Cityor the Foundation with the Donors and the continuationof the Naming provided forherein.

3.2 Upon any such terminationof thisAgreement and/or the Naming hereunder as set forthin Section 3.1 of thisAgreement, the Foundation and the City shallshare the cost of adjustingthe signage set forthin Exhibit"C" to retainthe name of the remaining donor but shallotherwise have no furtherobligationor liabilityto the Donors and shallnot be required to return any portionof the Giftpaid. The City together with the Foundation, however, may intheirsole and absolute discretiondetermine an alternativerecognitionfor the portionof the Giftreceived.

4. PUBLICITY
For purposes of publicizingthe Giftand the Naming, the Cityand the Foundation shall have the right,without charge, to photograph the Donors and use the names, likenesses, and images of the Donors inphotographic,audiovisual,digital,or any otherform of medium Lecture HallGreen Room Naming Rights Agreement Page 2
and touse,reproduce,distribute,exhibit,and publishsuch materialsinany manner inwhole or inpart,includinginbrochures,website postings,informationaland marketingmaterials, and reportsand publicationsdescribingthe LectureHall'sactivities.

5. ASSIGNMENT
This Agreement and the rightsand benefitshereunder may not be assigned by any partywithoutthe priorwrittenconsent ofthe otherparties,which consentshallbe inthesole and absolute discretionof the non-assigning parties.

6. ENTIRE AGREEMENT
This Agreement constitutesthe entireagreement ofthe partiesregardingthe matters referredto herein,and supersedes allpriororaland writtenagreement,ifany,oftheparties in respect hereto.This Agreement may not be modified or amended except by written agreement executed by the partieshereto.The captionsinsertedinthisAgreement are for convenience only and in no way define,limit,or otherwise describethe scope or intentof thisAgreement, or any provisionhereof, or in any way affectthe interpretationof this Agreement.

7. APPLICABLE LAW
This Agreement represents the entire,agreement of the parties,supersedes allprior discussions and agreements, and may not be amended except by writtenagreement signed by each of the partieshereto.

8. STANDARD PROVISIONS

8.1 Advice.The Cityaqd theFoundationencouragetheDonorstoseek theirown tax or legalcounsel concerning the treatment of any Gift.

8.2 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 otherterm, covenant or conditioncontained herein,whether ofthe same or a different character.

8.3 Conflicts or Inconsistencies.
inconsistenciesbetween thisAgreement, or
terms of thisAgreement shall`govern.

In the event there are any conflictsor
any other attachments attached hereto, the

8.4 Interpretation.The terms of thisAgreement shallbe construed in accordance with the meaning of the language used and shallnot be construed foror against any party by reason of the authorshipof the Agreement or any other ruleof constructionwhich might otherwise apply.

8.5 Amendments. This Agreement may be modiifed or amended only by a written document executed by the Donors, the Foundation, and the Cityand approved as to form by the CityAttorney.

Lecture HallGreen Room Naming Rights Agreement Page 3

8.6 Severability.Ifany term or portionof thisAgreement isheld to be invalid, illegal,or otherwiseunenforceableby a courtof competent jurisdiction,the remaining provisionsofthisAgreement shallcontinueinfullforceand effect.

8.7 Controlling Law and Venue. The laws of the State of Californiashallgovern thisAgreement and allmattersrelatingtoitand any actionbroughtrelatingtothisAgreement shallbe adjudicatedina courtof competent jurisdictioninthe County of Orange, Stateof California.

8.8 No Attorneys'Fees. In the event of any dispute or legalactionarisingunder thisAgreement, the prevailingpartyshallnot be entitledto attorneys'fees.

8.9 Binding on Successors and Assigns. This Agreement shallbe binding on the Donors' successors and assigns, includingwithout limitationthe Donors' estate,which is hereby directedto pay the sums forwhich the Donors are obligatedhereunder pursuant to the terms of thisAgreement.

8.10 Counterparts.This Agreement may be executed incounterparts,each ofwhich shallbe deemed an originaland allof which together shallconstituteone (1)and the same instrument.
[SIGNATURES ON FOLLOWING PAGE]
Lecture HallGreen Room Naming Rights Agreement Page 4
IN WITNESS WHEREOF, the partieshave caused thisAgreement tobe executedon the dates written below.

CITY: CITY OF NEWPORT BEACH,
a Californiamunicipalcorporation
Date:

APPROVED AS TO FORM:

CITY ATTORNEY'S OFFICE
Date: S J l2)Ito
By:

Lauren Kleiman
Mayor
By: '-'
Aaron .Harp 5..i _,,CityAtt ney
FOUNDATION: THE NEWPORT BEACH

PUBLIC LIBRARY FOUNDATION,
a Californianonprofitpublicbenefit
corporation
Date:ATTEST:

Date:

By:

Lena Shumway
City Clerk
Jerold D. Kappel
Chief Executive Officer
Date:

Mireya Llaurado
Secretary
DONORS: STEPHANIE JONES GRODY

AND KENNETH BRUCE GRODY
Date:

DONORS: SUSAN CROUL AND
SPENCER B. CROUL
Date:

By:

Stephanie Jones Grody
Date:

By:

Susan Croul
Date:

By: By:

Kenneth Bruce Grody Spencer B. Croul
[END OF SIGNATURES]
Attachments: ExhibitA - Amended Memorandum of Understanding ExhibitB - BriefDescriptionof the Lecture HallPlans
Exhibit C - Outline of ParticularPlace, Size and Other Attributesof the Name Recognition
Lecture HallGreen Room Naming Rights Agreement Page 5

EXHIBIT A

AMENDED MEMORANDUM OF UNDERSTANDING
Lecture HallGreen Room Naming Rights Agreement Page A-1 T
r
J

THIRD AMENDMENT TO MEMORANDUM OF UNDERSTANDING BETWEEN

THE CITY OF NEWPORT BEACH AND THE NEWPORT BEACH
v PUBLIC LIBRARY FOUNDATION RELATED TO FUNDRAISING FOR THE

LECTURE HALL PROJECT
This ThirdAmendment to Memorandum of Understanding ("ThirdAmendment") isenteredintoas ofthe 4 day ofd 2024 ("EffectiveDate")by and between the Cityof Newport Beach, a Californiamunicipalcorporationand chartercity("City") and the Newport Beach PublicLibraryFoundation,a Californianonprofitpublicbenefit corporation("Foundation").City and Foundation are at times individuallyreferredto hereinas "Party"and collectivelyas "Parties."

RECITALS
A. The Foundation and City are Parties to that.certain Memorandum of Understanding entered intoas of November 30, 2021, which was amended by FirstAmendment to Memorandum of Understanding entered into as of September 12, 2022, subsequently amended by Second Amendment to Memorandum of Understanding entered intoas of November 15, 2022, and furtheramended by thisThirdAmendment to Memorandum of Understanding (collectivelyreferredto hereinas,the "MOU" or "Agreement").

B. As contemplated inSection 2.4 of the MOU, the Projectwas competitivelybid in September 2023 based upon constructiondrawings prepared by RCA (the "ConstructionDrawings") and the Estimated Project Costs based upon the lowestresponsiblebidand otherexpenses alreadyincurredhas nearlydoubled.

C. To complete the Project,the City'sCommitment and Foundation'sCommitment must increase from Six Million Five Hundred Thousand Dollars and 00/100 ($6,500,000.00)to Eleven MillionSeven Hundred Forty-ThreeThousand Nine Hundred Sixty-EightDollarsand 00/100($11,743,968.00)respectively.

D. The City has expended approximatelySeven Hundred Fifty-EightThousand Seven Hundred Dollarsand 00/100 ($758,700.00)on design,environmental and permittingforthe Project.Additionally,to complete the Project,the City must enter a construction contract without the Foundation's Commitment fully secured.

THIRD AMENDMENT TO MEMORANDUM OF UNDERSTANDING - 1

NEWPORT BEACH PUBLIC LIBRARY FOUNDATION
CityofN.ewporLEeach
E. As a result,the Foundation and Cityacknowledge and agree toamend theterms of the MOU tocomplete the Project,as providedherein.

F. The Partiesdesireto reconfirm thatthe LibraryLectureHallwillbe a Cityowned facilityand that itwillhost a varietyof users includingthe Foundation programming consistentwiththe Foundation'smission statementand therefore it will hereinafter be referred to as the Lecture Hall ("LectureHall"). The Foundation furtherconfirms thatthe priorityof users of the LectureHall,other than uses by the Foundation,isnota matterover which theFoundationwillhave any controlotherthan the Foundation'suse of the LectureHallas providedin Section 3.6.

G. The Cityand Foundationhave conferredas contemplatedby theMOU and have concluded that the Low Bid should be accepted and the MOU should be amended to (i)increasethe Foundation Commitment and CityCommitment in order to fullyfund the Projectand (ii)reflectthe willingnessofthe Citytoaward the ConstructionContract and proceed with constructionof the Projectsubject to the Foundation raisingadditionalfunds untilthe Foundation has met its revised Foundation Commitment and other amendments provided herein.

NOW, THEREFORE, forand inconsiderationof the mutual covenants and promises setforthherein,the Cityand the Foundation do hereby agree as follows:

1. Section 1.1.2shallbe amended in itsentiretyto read as follows:
"2. Furniture,fixturesand equipment which is limitedto chairs,a podium, audio-visualequipment, and physicalitems identifiedin the ConstructionDrawings ("FF&E")."

2. Section 1.3 of the MOU shallbe amended in itsentiretyto read as follows:
"1.3 ProjectCosts. The Partiesagree thatthe totalProjectcostsbased upon the Conceptual Design prepared by RCA and approved by the City Council is estimated to be Twenty-Three MillionFour Hundred Eighty-Seven Thousand Nine Hundred Thirty-FiveDollarsand 00/100 ($23,487,935.00)(the "EstimatedProject Cost").The Estimated ProjectCost includesalldesign relatedcosts,includingbutnot limitedto the costs of Phases I-IV,and allanticipatedcosts of obtainingpermits, constructionof the Projectbased upon the lowestresponsiblebidof NineteenMillion Sixty-EightThousand Dollarsand 00/100 ($19,068,000.00)(the"Low Bid")received from AMG & Associates ("Low Bidder"),management of construction,inspections, other softcosts,FF&E and a contingency of One MillionNine Hundred SixThousand THIRD AMENDMENT TO MEMORANDUM OF UNDERSTANDING - 2

NEWPORT BEACH PUBLIC LIBRARY FOUNDATION
EightHundred Dollarsand 00/100 ($1,906,800.00)representingten percent(10%) of the Low Bid forconstructionofthe Project."

3. Section 1.4 ishereby deleted initsentirety.

4. Section 1.5 shallbe amended initsentiretyto read as follows:
"1.5 Change Orders. The City may unilaterallyapprove change orders relatedto constructionissues atthe Projectthatoccur duringconstructionand thatthe City deems necessary (a "Necessary Change Order").Ifthe Cityor the Foundation desire change orders to the design of the Lecture Hall or FF&E beyond what is identifiedinthe ConstructionDrawings as ofthe effectivedate ofthisThirdAmendment and which would create a cost in excess of the Estimated ProjectCost, the Party requesting the Change Order shallnotifythe non-requesting Party of such desired change and shallprovide alladditionalfunds necessary to implement the Change Order over and above the requestingParty'sfinancialcommitment setforthinSections

2.1 and 3.1 respectivelywithinseven (7)calendar days."

5. Section 2.1 shallbe amended in itsentiretyto read as follows:
"2.1The Foundation Commitment. The Foundation expresslyagrees thatitshall collectdonations inthe amount of fiftypercent (50%) of the Estimated ProjectCost or `' Eleven MillionSeven Hundred Forty-Three Thousand Nine Hundred Sixty-Eight Dollars and 00/100 ($11,743,968.00), whichever is less (the "Foundation Commitment") forthe Project.

The Foundation shallplace Seven MillionOne Hundred Thousand Dollarsand 00/100 ($7,100,000.00)in escrow on the date set forthin Section 2.4 below. The remainder of the Foundation Commitment in the amount of Four MillionSix Hundred Forty-Three Thousand Nine Hundred Sixty-EightDollarsand 00/100 ($4,643,968.00) ("Remainder of Foundation Commitment") shallbe paid tothe Citywithintwo (2)years of EffectiveDate of thisThird Amendment or priorto the CityCouncil adoption of the noticeof completion of constructionof the Lecture Hallinaccordance with California CivilCode Section 9200 et seq. ("Remainder of Foundation Commitment Final Payment"), whichever occurs later. The Foundation agrees that it shall take appropriatelegalactionto collectalloutstandingpledges."

6. Section 2.4 shallbe amended in itsentiretyto read as follows:
"2.4 Bidding; Payment of Donations. The City completed construction drawings, obtained requiredpermits,placed the Projectout to bid as a publicworks project,notiifedthe Foundation of the date, time and placethatthe bids receivedfor the Projectwere opened by the City,invitedrepresentativesofthe Foundation to attend the bid opening, notified the Foundation of the City Council study session held on THIRD AMENDMENT TO MEMORANDUM OF UNDERSTANDING - 3

NEWPORT BEACH PUBLIC LIBRARY FOUNDATION
City of Newport Beach
November 14, 2023, and the January 9, 2024, meeting wherein the CityCouncilwill consider award of the construction contract to the lowest responsiblebidder. The Foundation shallplace Seven MillionOne Hundred Thousand Dollarsand 00/100 ($7,100,000.00)("Escrowed Funds") of the Foundation Commitment intoan escrow account at FirstAmerican TitleCompany in Santa Ana, CA or other escrow company agreed to between the Parties("Escrow Holder")not laterthan Friday,January 19, 2024. At such time as the City(i)thereafterdemonstrates tothe Foundationthatthe City has appropriatedthe City'sCommitment set forthin Section 3.1 and (ii)has awarded the contract,ifnalizednegotiationswith the contractorand entered intoa constructionagreement forthe Projectwherein the Cityislegallybound to pay forand constructthe Project(the"Release of Funds Conditions"),the Escrowed Funds shall be disbursed to the City. Upon the occurrence of the Release of Funds Conditions, Foundation agrees to promptly execute instructionsifrequestedby Escrow Holderas a condition to the disbursement of the Escrowed Funds to the City.

Notwithstandingthe foregoing,inthe event ofthe terminationor expirationofthisMOU priorto the Cityenteringintoa constructioncontractforconstructionofthe Project,the Escrowed Fundsshallbe returnedtoFoundation.Upon such terminationor expiration of thisMOU, the Cityagrees to promptly execute instructionsifrequestedby Escrow Holder as a conditionto the disbursement of the Escrowed Funds to the Foundation.

Escrow fees of Escrow Holder shallbe paid out of the Escrowed Funds."

7. Section 2.5 shallbe amended initsentiretyto read as follows:
"2.5 Future Proiect Enhancements. In the event the Foundation believes that certainenhancements or upgrades ofthe Lecture Hallor Bamboo Courtyardwould be worthy of financialsupportof the Foundation followingthe Foundation'sfullpayment of the entire Foundation Commitment, the City willwork with the Foundation to implement those enhancements or upgrades desired by the Foundation thatare reasonably acceptableto the Cityprovidedthe Foundation pays the entirecostofany projectenhancement."

8. Section 3.1 shallbe amended initsentiretyto read as follows:
"3.1 City'sCommitment. The City has earmarked, and through thisMOU commits to pay up to a maximum offiftypercent(50%) ofthe EstimatedProjectCost or Eleven MillionSeven Hundred Forty-ThreeThousand Nine Hundred Sixty-Eight Dollarsand 00/100 ($11,743,968.00)whichever isless(the"City'sCommitment") for the Project."

9. Section 3.6 shallbe amended initsentiretyto read as follows:

THIRD AMENDMENT TO MEMORANDUM OF UNDERSTANDING - 4

NEWPORT BEACH PUBLIC LIBRARY FOUNDATION
City of NEwport e
"3.6 Use of Lecture Hall. The Lecture Hall shall be owned and controlledby the City.

Notwithstandingthe foregoing,the Foundation shallhave a rightof ifrstuse of the Lecture Hallnot to exceed fifty(50) days each fiscalyearwhich may be exercisedby providingthe Citywithnot lessthan six(6)months priorwrittennoticebi-annuallyon July1 and January1. Use oftheLectureHallby the Foundationshallatalltimesbe subjectto the Declarationof SpecialLand Use Restrictions,as amended, which are recordedon the Property.Any additionaldays requestedby the Foundationwillbe evaluatedby theCityincoordinationwithallotherrequesteduses and events.Inthe event of defaultin paying the Remainder of Foundation Commitment FinalPayment by the deadlinesetforthinSection2.1,therightoffirstuse providedherein,excluding any Foundationeventsalreadybooked,shallbe suspended untilthe Remainder of FinalPayment of FoundationCommitment ispaidinfull("CurePeriod").Duringthe Cure Period,theportionofthe Foundation'sannualendowment fundallocatedtothe Newport Beach PublicLibrary,shallbe paidtothe CitytowardstheRemainder ofFinal Payment of FoundationCommitment untilthe FoundationCommitment ispaidinfull.

In order to help defrayon-goingcostsof the LectureHall,the Foundationshall contributetothe Cityforeach use by the Foundation oftheLectureHallthelesserof (a)the per diem costofLectureHalloperationsforthefirstyearofuse as determined by theCity'scoststudy;(b)thelowestratechargedby theCityforuse ofthe Lecture Hallby any thirdparty;or (c)$700. Followingthe firstyear ofthe availabilityofthe Lecture Hallforprogram use, thissum shallincreaseannuallyby the CPI -AllItems (notto exceed 5% inany year)."

10. Section 4 shallbe amended initsentiretyto read as follows:
"Subjecttothe provisionsofSection11 below,theterm ofthisMOU shallcommence upon mutualexecutionofthisMOU and shallcontinueuntilthesoonertooccurof(i) completionoftheProjectand fullpayment oftheFoundationCommitment tothe City or (ii)five(5)years from the date ofthisagreement (the"Term").Provided,however, once constructionof the Projecthas commenced and for so long as itis being continuouslypursued,thisMOU shallremain ineffectuntilconstructioniscompleted and the Foundation Commitment is paid to the City. Ifat the end of the Term, constructionofthe Projecthas notcommenced, thisMOU shallterminateregardless of any design work alreadycompleted or any funds expended by eitherparty.

However,thePartiesmay extendthetermofthisMOU by mutualwrittenconsentand an amendment to thisMOU. The provisionsof Section 2.5,Section3.6,Section11.5 and Section 12 of thisMOU shallsurvivethe expirationor earlierterminationof this MOU."

11. Section 12.3 shallbe amended in itsentiretyto read as follows:
"Other Naming Opportunities. In additionto the naming rightsofthe Named Donor, the Cityagrees thatthe Foundation may offernaming rightsto the Bamboo THIRD AMENDMENT TO MEMORANDUM OF UNDERSTANDING - 5

NEWPORT BEACH PUBLIC LIBRARY FOUNDATION
Cityof Newport
Courtyard,the lobby,the green room, the audio-visualbooth atthe rearofthe Lecture Hall,the auditorium, audience seats, and a donor wall subjectto priorreview and approvalofthe CityCounciland executionof a Named Donor Agreement."

12. Section 13.1 shallbe amended in itsentiretyto read as follows:
"13.1 Compliance With allLaws. Foundation shall at itsown cost and expense ensure thatthe Foundation enteringintothe MOU and any amendments comply with itsobligationsunder allapplicablestatutesincluding,but not limitedto,California Business and Professions Code Section 17510.8 or other statutes related to charitable contributions,ordinances,regulationsand requirementsof allfederal,state,county or municipalentitiesincluding,but not limitedto any interpretationsor approvalsby the CaliforniaAttorney General CharitableTrust Divisionrelatedto itsobligationsunder this MOU."

13. Except as amended by thisThirdAmendment, the MOU shallremaininfullforce and effect.

14.ThisThirdAmendment may be executedintwo (2)or more counterparts,each of which shallbe deemed an originaland allofwhich togethershallconstitutethe same instrument.
(SIGNATURES ON NEXT PAGE]
THIRD AMENDMENT TO MEMORANDUM OF UNDERSTANDING - 6

NEWPORT BEACH PUBLIC LIBRARY FOUNDATION
City
IN WITNESS WHEREOF, the partieshave caused thisAmendment No. Three to be executed on the dates written below.

APPROVED AS TO FORM:

CITY ATTORNEY'S OFFICE

CITY OF NEWPORT BEACH,
a Californiamunicipalcorporation
Date:Date: I/a-) -'-f-
By:

Aaro C. Harp a
City ttorney
Will O'Neill
Mayor
ATTEST:

Date:I.l24. 4
FOUNDATION:

Newport Beach PublicLibrary
Foundation, a CaliforniaNonprofit
Corporation
Date: 2_b f
B \ r .Y'
Leilani I.Brown
CityClerk
J did D Kappel /'f'
,-'thiefExecutive Officer
Date: auce,-- / 26 =',
By:

Marilyn Krahe
Secretary -
[END OF SIGNAT

THIRD AMENDMENT TO MEMORANDUM OF UNDERSTANDING -
NEWPORT BEACE1PLJBLIC LIBRRY FOUNDATION
V`tyor Newport Beach
T
3-
V

SECOND AMENDMENT TO MEMORANDUM OF UNDERSTANDING BETWEEN

THE CITY OF NEWPORT BEACH AND THE NEWPORT BEACH

PUBLIC LIBRARY FOUNDATION RELATED TO FUNDRAISING FOR THE

LIBRARY LECTURE HALL PROJECT
This Second Amendment to Memorandum of Understanding ("Second Amendment")isenteredintoas of the 15 day of N0deYy\EQ.. , 2022 ("EffectiveDate")by and between the Cityof Newport Beach, a Californiamunicipal corporationand chartercity("City")and the Newport Beach PublicLibraryFoundation, a Californianonproiftpublicbenefitcorporation("Foundation").Cityand Foundationareat timesindividuallyreferredtoas "Party"and collectivelyas "Parties"herein.

RECITALS
A. The Foundation and the City are Parties to that certain Memorandum of Understanding entered intoas of November 30, 2021 (the"MOU").

B. The Parties entered into a First Amendment to MOU ("Amendment") dated as of September 12,2022, relatedtothe timingofthe Foundation'spayment, adding a naming opportunityofthe audio-visualbooth,and otherrevisions.

C. The Parties desire to enter into this Second Amendment as set forth herein. Use of the terms "Agreement," "FirstAmendment" and "Second Amendment" are intended between the Partiesto mean the MOU, FirstAmendment and thisSecond Amendment.

D. Capitalizedterms which are nototherwisedefinedinthisSecond Amendment shall have the meanings ascribedto those terms inthe MOU and FirstAmendment.

NOW, THEREFORE, for and in consideration of the mutual covenants and promises setforthherein,the Cityand the Foundation do hereby agree as follows:

1. Section 12.3 of the MOU shall be amended in itsentiretyto read as follows:
"12.3 Other Naming Opportunities.Inadditionto the naming rightsofthe Named Donor, the Cityagrees thatthe Foundation may offernaming rightsto the Bamboo Courtyard, the lobby,the green room, the audio-visualbooth at the rear of the Lecture Hall,the auditorium,and a donor wallsubjectto priorreview and approval of the City Council and execution of a named donor agreement forsuch naming rights."

2. Except as amended by thisSecond Amendment, the FirstAmendment and MOU shall remain in fullforce and effect.

SECOND AMENDMENT TO MEMORANDUM OF UNDERSTANDING -

NEWPORT BEACH PUBLIC LIBRARY FOUNDATION

3. This Second Amendment may be executed intwo (2)or more counterparts, each ofwhich shallbe deemed an originaland allof which togethershallconstitutethe same instrument.

IN WITNESS WHEREOF, the partieshave caused thisAmendment to be executed on the dates written below.

APPROVED AS TO FORM: CITY OF NEWPORT BEACH,
CITY ATTORNEY'S OFFICE a Californiamunicipalcorporation Date: t 2- Date:

By: By:

Aaro .Harp vin Muldoon
City4jorney Mayor
ATTEST: FOUNDATION:

Newport Beach PublicLibrary
Date: 11/30/2022 Foundation,a CaliforniaNonprofit
Corporation
Date:._/ z-z-
By: By: L
LeilaniI.Brow J d D Kappel
CityClerk <iS PORE iefExecutiveOfficerO
- m Date: ---
U }_ -
Doro y Lar on
Secretary
[END OF SIGNATURES]
SECOND AMENDMENT TO MEMORANDUM OF UNDERSTANDING - 2

NEWPORT BEACH PUBLIC LIBRARY FOUNDATION
cityof Newport Eea
urn

S FIRST AMENDMENT TO MEMORANDUM OF UNDERSTANDING BETWEEN r THE CITYOF NEWPORT BEACH AND THE NEWPORT BEACH
u PUBLIC LIBRARY FOUNDATION RELATED TO FUNDRAISING FOR THE

LIBRARY LECTURE HALL PROJECT
This FirstAmendment to Memorandum of Understanding ("Amendment") is enteredintoasofthe 12 dayof SEP Ef18E R ,2022("EffectiveDate")by and between the Cityof Newport Beach, a Californiamunicipalcorporationand chartercity ("City")and the Newport Beach PublicLibraryFoundation,a Californianonproiftpublic benefitcorporation("Foundation").Cityand Foundation are at times individuallyreferred to as "Party"and collectivelyas "Parties"herein.

RECITALS
A. The Foundation and the City are Parties to that certain Memorandum of Understanding enteredintoas of November 30,2021 (the"MOU").

B. The Parties desire to enter into this Amendment as set forth herein. Use of the terms "Agreement" and "Amendment" are intended between the Partiesto mean the MOU and this Amendment.

C. Capitalizedterms which are not otherwise defined in thisAmendment shallhave the meanings ascribed to those terms inthe MOU.

NOW, THEREFORE, for and in consideration of the mutual covenants and promises set forthherein,the Cityand the Foundation do hereby agree as follows:

1. Section 1.3ofthe MOU shallbe amended initsentiretyto read as follows:
"1.3 ProjectCost. The Partiesagree thatthe totalProjectcosts based upon the Conceptual Design prepared by RCA and approved by City Council,isestimated to be Twelve MillionEight Hundred Thousand Dollars and 00/100 ($12,800,000.00)(the "Estimated ProjectCost"). The Estimated ProjectCost also includes alldesign related costs,includingbut not limitedto the costs of Phases l-IVabove, and allanticipatedcosts of obtainingpermits,construction,management of construction,inspections,FF&E and a contingency. The Partiesunderstand and agree thatthe Estimated ProjectCost isan estimate based upon the best available information known to the Parties at the commencement of thisAgreement and that the actualProject cost which is defined as the actual cost of designing the Project,includingbut not limitedto the actualcosts of Phases I-IVabove, obtaining permits, constructing,managing construction,inspecting, and FF&E forthe constructionof the Project(the"ActualProjectCost") may vary based upon several contingencies, includingbut not limitedto change(s) to the design and configurationof the Projectand/or increase inthe cost of materialsand/or labor."

FIRST AMENDMENT TO MEMORANDUM OF UNDERSTANDING -

NEWPORT BEACH PUBLIC LIBRARY FOUNDATION
cityof Newport Beach

2. Section2.2 ofthe MOU shallbe amended initsentiretyto read as follows:
"2.2 ControlOver Fundraising. City shallhave no controlover the manner or mechanism inwhich Foundation chooses to manage, hold or investfunds or the manner or mechanism in which Foundation solicits or receives funds. City shallnot director authorizeany specificfundraisingactivity;nor shallCity prohibitor otherwise interfere with Foundation's fundraising activities.Foundation shall be solely responsible for solicitingdonors, establishingpartnershipswith localbusinesses and organizations,and handling all administrativeand other responsibilitiesrelated to fundraising. Until Foundation has released the Foundation Commitment to the City,Foundation shallbe solely responsible for determining the use or distributionof all funds raised.

Notwithstanding the foregoing,the Foundation represents that no part of any donation shallinureto the benefitof any director,officer,member or employee of the Foundation, except in payment of reasonable compensation for services rendered. Notwithstanding such limit,the Foundation shallhave the rightto deduct from funds raised reasonable fundraisingcosts,costs of preparationof the reportsrequiredpursuant to thisAgreement and other expenses directlyrelated to fundraising for the Project ("Reasonable Expenses") unless the LibraryLecture HallNaming Rights Donation Agreement ("Named Donor Agreement") described in Section 12.1 dictatesotherwise. This Section 2.2 shall not be construed as limitingFoundation's obligationsin Section 5 (Reporting and Accounting Requirements). Nothing in this Agreement shall limitthe right of the Foundation to raisefunds forother existingor proposed projects,includingbut not limited to existingand futureprogramming."

3. Section 2.4 of the MOU shallbe amended initsentiretyto read as follows:
"2.4 Bidding; Payment of Donations. Upon completion of construction drawings and permittingforthe Project,the Cityshallput the Projectout to bid as a public works project.The City shallnotifythe Foundation of the date, time and place that the bids received for the Project willbe opened by the City and representatives of the Foundation shallbe invitedto attend the bid opening. Upon opening of the bids,or as soon thereafteras ispracticable,Citystaff("Staff')shalldetermine ifitwillrecommend to the CityCouncil thatthe CityCouncil approve a contractto constructthe Projectwith the lowest responsible bidder. Ifsuch determination ismade by Staffafterthe bid opening, the Cityshallpromptly notifythe Foundation of the Staffs determination to make such a recommendation to the City Council. Thereafter,the City shallnotifythe Foundation of the date of the CityCouncil meeting at which a contractwith the lowest responsible bidder willbe considered by the City Council, and ifacceptable, awarded; provided, however, said CityCouncil meeting shallnot occur earlierthan fifteen(15)days afterthe Foundation isgiven such noticeof the date of such CityCouncil meeting. The Foundation shallplace one hundred percent (100%) of the Foundation Commitment intoan escrow account at FirstAmerican TitleCompany in Santa Ana, CA or other escrow company agreed to between the Parties ("Escrow Holder") not laterthan the Friday before said CityCouncil meeting so long as the agenda item remains on the City Council's agenda for such meeting (i.e.,the matter has not theretofore been removed from the City Council's agenda). At such time as the City (i)thereafterdemonstrates to the Foundation that the FIRST AMENDMENT TO MEMORANDUM OF UNDERSTANDING - 2

NEWPORT BEACH PUBLIC LIBRARY FOUNDATION
r. M1
Cityhas appropriatedthe City'sCommitment setforthinSection3.1 and (ii)has awarded the contract,finalizednegotiationsand entered intoa constructionagreement for the ProjectwhereintheCityislegallybound topay forand constructthe Project(the"Release of Funds Conditions"),the Escrowed Funds shallbe disbursedto the City. Upon the occurrence of the Release of Funds Conditions,Foundation agrees to promptly execute instructionsifrequested by Escrow Holder as a conditionto the disbursement of the Escrowed Funds to the City. In the event of the terminationor expiration of this Agreement priorto the Cityenteringintoa constructioncontract for construction of the Project,the Escrowed Funds shallbe returnedto Foundation. Upon such terminationor expirationofthisAgreement, theCityagreestopromptlyexecute instructionsifrequested by Escrow Holder as a conditionto the disbursement of the Escrowed Funds to the Foundation.Escrow fees ofEscrow Holdershallbe paidout of the Escrowed Funds."

4. Section 12.1 of the MOU shall be amended in itsentiretyto read as follows:
"12.1 Naming Rights.Subjectto CityCouncil absolutediscretionand approval, the Foundation may offerthe rightto a donor to placethe name of the donor, donor's spouse or donor'sfamilyon theexteriorofthe LibraryLectureHall(the"Named Donor").

The amount of the contribution of the Named Donor shall not be less than a minimum amount agreed toby the Cityand Foundation (the"Named Donor Contribution")and shall be memorialized by way of the Named Donor Agreement between the City,the Foundation, and the Named Donor."

5. Section 12.3 of the MOU shall be amended in itsentiretyto read as follows:
"12.3 Other Naming Opportunities. In addition to the naming rightsof the Named Donor, the Cityagrees thatthe Foundation may offernaming rightsto the Bamboo Courtyard,the lobby,the green room, the audio-visualbooth at the rear of the Lecture Hall,and a donor wall subject to priorreview and approval of the City Council and executionofa named donor agreement forsuch naming rights."

6. Section 12.4 of the MOU shall be amended in itsentiretyto read as follows:
"12.4 Rightsof Donors upon TerminationofAgreement. The rightsof a Donor under Section 12.3 upon terminationofthisAgreement shallbe memorialized innamed donor agreements foreach Donor."

7. Except as amended by thisAmendment, the MOU shallremain infullforce and effect.

8. This Amendment may be executed in two (2)or more counterparts, each of which shallbe deemed an originaland allof which together shall constitutethe same instrument.
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FIRST AMENDMENT TO MEMORANDUM OF UNDERSTANDING - 3

NEWPORT BEACH PUBLIC LIBRARY FOUNDATION
City
IN WITNESS WHEREOF, the partieshave caused thisAmendment to be executed on the dates written below.

APPROVED AS TO FORM:

CITY ATTORNEY'S OFFICE

CITY OF NEWPORT BEACH,
a Californiamunicipal corporation
Date:____________Z- D
By: - c. I BAaro C. Harp 2
CityAttorney o IvIQyuI
ATTEST: FOUNDATION:

Newport Beach Public Library
Foundation, a CaliforniaNonproift
Corporation
Date: ?-/02-s
r
Date: /Z 2-E2Zz__
Je d D Kappe
hief Executive Officer
Date: /Z LZ_--
lrri -
By:

Dorothy Lars
Secretary
[END OF SIGNATURES]

FIRST AMENDMENT TO MEMORANDUM OF UNDERSTANDING -

NEWPORT BEACH PUBLIC LIBRARY FOUNDATION

MEMORANDUM OF UNDERSTANDING BETWEEN
r' THECITYOF NEWPORT BEACHAND THENEWPORT BEACHV PUBLIC LIBRARY FOUNDATION RELATED TO FUNDRAISING FOR THE

LIBRARY LECTURE HALL PROJECT
This Memorandum of Understanding("Agreement")isentered intoas of the 30th day of November, 2021 ("EffectiveDate")by and between the City of Newport Beach, a Californiamunicipalcorporationand chartercity("City")and The Newport Beach Public LibraryFoundation,a Californianonprofitpublicbenefitcorporation("Foundation").City and Foundation are attimes individuallyreferredto as "Party"and collectivelyas "Parties" herein.

RECITALS
A. The Foundation was incorporatedin 1989 to raisefunds forthe constructionof the Cityof Newport Beach CentralLibrary("CentralLibrary")located at 1000 Avocado Avenue ("Property").

B. The CentralLibrarywas firstcompleted in 1994, and laterexpanded in2013.

C. Aftercompletionofthe CentralLibrary,the Foundation graduallybegan toproduce programming atthe CentralLibraryas a way tobringpeople to the CentralLibrary, raisefunds to supportthe CentralLibraryand otherwiseencourage a richcultural environment forthe residentsof the City.

D. The Foundation has grown intoan organizationthat employs three (3)fulltime employees, none ofwhom are Cityemployees (i.e.,no currentor post-employment City obligations),whose primary functionis to raise funds, and assist in the production of programming for,and otherwise support the Central Libraryand its branches.

E. The Foundation has raised over Seven Million Dollars and 00/100 ($7,000,000.00) over the ten (10)years priorto Covid-19 infurtheranceof libraryprogramming or forvaluable libraryenhancements and benefits,withoutcost to the City.

F. The FriendsRoom atthe CentralLibraryhostsmany Foundation funded programs includingThe Witte Lecture Series, LibraryLive speakers, It'sYour Money and Medicine inyour Backyard, inadditionto programs sponsored by the Cityand by the Friends of the Library,the demand formany of which programs exceed the capacity of the Friends Room. The abilityto attract/affordcertain authors and prominent speakers tothe FriendsRoom islimitedby the size of the Friends Room, itsportable plasticchairseating arrangement, flatfloorwith poor sightlinesand rudimentary audio-visualequipment.

G. There isa need fora modern facilityat the Central Library(the "LibraryLecture Hall")to accommodate Foundation programs as well as other library,cultural, educational, informational,entertainment, civicand community focused events to -B UNDATION
MEMORANDUMQF S N Nt11-p B 9
serve Newport Beach residentsand facilitateotherCitygatherings,includingthose of Cityemployees forvariouspurposes.

H. The Cityisinterestedinencouraging the qualityculturalactivitiesbeing brought to the City'sresidentsina convenient locationand in a comfortable stateof the art facility,and anticipatesthat the cost of developing the LibraryLecture Hall in a manner befittingNewport Beach willnecessitate significantprivate financial supportfrom the community.

I. The Foundation isinterestedinhelpingto fund the Project(as defined inSection

1.1 below) by seeking donations from itsexistingsupportersas well as from the community at large.

J. The Citybelievesthatthereisa need forthe Projectand thatitisinthe bestinterest of the City.

K. In furtherance of the development of the Projectwith substantialprivatefunding through the Foundation, in December 2019, the Cityentered intoa Professional ServicesAgreement withRobert R. Coffee Architects+ Associates("RCA")forthe conceptual design of the LibraryLecture Hall,and thereafterthe completion of all constructiondocuments and other projectelements.

L. The conceptual design ofthe LibraryLecture Halliscomplete and the Foundation has agreed to fundraiseforthe design and constructionofthe LibraryLectureHall substantiallyconsistentwith RCAs conceptual design (the"Conceptual Design"), and othercommitments as provided herein.

M. Through thisAgreement, the Partieswish to memorialize theirintentionto equally share in the cost of the Projectsubject to other terms and conditionsset forth below.

NOW, THEREFORE, for and in consideration of the mutual covenants and promises setforthherein,the Cityand Foundation do hereby agree as follows:

1. PROJECT DESCRIPTION AND BUILDING COST OF CONSTRUCTION.

1.1 Protect Description. Subject to the Newport Beach City Council final approval of the Conceptual Design, the LibraryLecture Hall and relatedabove and underground improvements and otherwork generallydepicted inthe Conceptual Design and supportingslidesattached hereto and incorporatedhereinas Exhibit "A" and more particularlyfurtherdescribed as follows(collectively,the "Project"):

1. An approximately 9,533 square foot buildingwith a stage, green room, seatingto accommodate between 270 and 299 ifxedand/or moveable seats,ADA compliant paths of traveland an interiorlobby area.

2. Furniture,ifxturesand equipment includingbut not limitedto chairs, podiums, audio-visualequipment, tablesand the like("FF&E"). ■ w 4' A 4
MEMORANDUM O F 'UNDE ST 'NDING- E (OR BE1C}`'pU8=LICCIB Rfi''FOUNDATION

3. Outdoor improvementsand landscapingincludingbutnot limitedto an expanded and refurbishedBamboo Courtyard,sidewalks,covered walkways, restrooms, donor wall and the like.

4. Siteimprovementsincludingbutnotlimitedto necessarydemolition and removals/hauling/disposals,grading, compacting and other earthwork, upgrading/relocatingwater,sewer and storm drainlinesand facilities,installingelectrical, telephone and other underground utilityservicesand lines,construction of site and retainingwalls,hardscape,water qualityand erosionrelatedimprovements, signage and addingparkingareasand changingthecirculationpatternofthe parkinglotincludingdrop offareas (collectively,the "SiteWork").

1.2 Pre-Construction Project Phasing. The Pre-Construction Projectphases estimatedcompletiondateforeach phase and projectedcosts are as follows:

Phase Description Projected Deadline Projected Cost
Conceptual design for Completed
the Project
II Refinement of the December 2021
conceptual design
includingFF&E layouts
III Completion of December 2021
environmental exemption
IV Completion of all May 2022 $672,670
construction documents Phases I-IV
needed forProject
biddingincludingbut not
limitedto mechanical,
electricaland plumbing
plans

1.3 ProjectCost. The Partiesagree thatthe totalProjectcosts based upon the Conceptual Design preparedby RCA and approved by CityCouncil, isestimated to be Twelve MillionEight Hundred Thousand Dollars and 00/100 ($12,800,000.00)(the "EstimatedProjectCost").The Estimated ProjectCost also includesalldesign related costs,includingbut not limitedtothe costs of Phases I-IVabove, and allanticipatedcosts of obtainingpermits,construction,management of construction,inspections,FF&E and a contingency.The Partiesunderstandand agree thatthe Estimated ProjectCost isan estimate based upon the best available information known to the Parties at the commencement of thisAgreement and thatthe actual Projectcost (the"ActualProject Cost")may varybased upon severalcontingencies,includingbut notlimitedto,change(s) MEMORANDUMOFUNRSTQINrlNV1OtE'AGUB'ICL{BRvOUNDATION
to the design and configurationof the Projectand/or increase in the cost of materials and/or labor.

1.4 ConstructionContingency. The Partiesagree thatforthe purposes of their respective commitments under Section 2.1 and Section 3.1 of thisAgreement, they will plan fora constructioncontingency(the "Contingency")of ten percent (10%) of the contractamount awarded to the successful bidder (the "Contract Amount"). Ifthe Contract Amount plus the Contingency exceeds Thirteen Million Dollars and 00/100 ($13,000,000.00),the Partiesshallmeet atthe requestof eitherPartyand confer ingood faithto discussalternativesforfundingsuch excess.

1.5 Change Orders. The City may unilaterallyapprove of change orders thatare relatedto constructionissuesat the Projectthatoccur during constructionand that the City deems necessary (a "Necessary Change Order"). Ifthe City or the Foundation desirechange ordersto the design of the LibraryLecture Hall (an "Optional Change Order"),each shallnotifythe otherof such desired change and the Partiesshall meet and conferin good faithto discussthe proposed change order and the reasons thereforprovidedthe meet and conferprocess does not delay completion of the Project pursuant to the constructionagreement. To the extent Necessary and OptionalChange Orders inthe aggregate (collectively,"Change Orders")exceed the Contingency,and the ContractAmount, plusthe Contingency plusthe amount of the Change Orders over the Contingency exceed ThirteenMillionDollars($13,000,000),the Parties shall meet as requested by eitherPartyand conferingood faithto discussalternativesforfundingsuch excess.

2. FOUNDATION OBLIGATIONS

2.1 FundraisingCommitment. The Foundation expresslyagrees that itshall use best efforts to collect donations in the amount offiftypercent (50%) of the Estimated Project Cost, or Six MillionFive Hundred Thousand Dollarsand 00/100 ($6,500,000.00), whichever isless(the"FoundationCommitment"), to pay towards costsofthe Project.

2.2 ControlOver Fundraising. Cityshallhave no controlover the manner or mechanism inwhich Foundation chooses tomanage, hold or investfunds or the manner or mechanism in which Foundation solicitsor receives funds. City shall not director authorizeany specificfundraisingactivity;nor shallCity prohibitor otherwise interfere with Foundation's fundraisingactivities.Foundation shall be solely responsible for solicitingdonors, establishingpartnershipswith localbusinesses and organizations,and handling all administrativeand other responsibilitiesrelated to fundraising. Until Foundation has released the Foundation Commitment to the City,Foundation shallbe solely responsible for determining the use or distributionof all funds raised.

MEMORANDUM OF UNDERSTANDING - NEWPORT BEACH PUBLIC LIBRARY FOUNDATION limitthe rightof the Foundation to raise funds for other existingor proposed projects, includingbut not limitedto existingand futureprogramming.

2.3 Fundraising Reports. From and afterthe commencement ofthisAgreement, the Foundation shallprovide a reportto the City Manager every six (6) months setting forth the total amount of donations received/collected forfundingthe Projectincludingany donations pledged forthe Actual ProjectCosts. Such writtenprogress report may be transmittedin,and by,any format,includingdeliveryby electronicmail.

2.4 Payment of Donation. Upon completion of constructiondrawings and permitting(butpriortothe Cityissuinga noticeinvitingbids),the Cityshallgive noticeto the Foundation providingevidence reasonably satisfactoryto the Foundation of such completion.Withinforty-five(45)calendar days of receiptof such notice,the Foundation shallplace one hundred percent (100%) of the Foundation Commitment intoan escrow account at FirstAmerican TitleCompany inSanta Ana, CA ("Escrow Holder").At such time as the City (i)demonstrates to the Foundation that the City has appropriated the City'sCommitment set forthin Section 3.1 and (ii)has awarded the contract,finalized negotiationsand entered intoa constructionagreement forthe Projectwherein the City islegallybound to pay forand constructthe Project(the"Release of Funds Conditions"), the Escrowed Funds shallbe disbursedtothe City.Upon the occurrence of the Release of Funds Conditions,Foundation agrees to promptlyexecute instructionsifrequested by Escrow Holder as a condition to the disbursement of the Escrowed Funds to the City.In the event ofthe terminationor expirationofthisAgreement priorto City'sexecutionof an agreement for constructionof the Project,the Escrowed Funds shall be returned to Foundation. Upon such terminationor expirationof thisAgreement, the Cityagrees to promptly execute instructionsifrequested by Escrow Holder as a condition to the disbursement of the Escrowed Funds to the Foundation. Escrow fees of Escrow Holder shallbe paid out of the Escrowed Funds.

2.5 Future Project Enhancements. In the event that the Foundation believes thatcertainenhancements or upgrades of the Lecture Hallor Bamboo Courtyard would be worthy offinancialsupportofthe Foundation infutureyears,the Citywillwork with the Foundation to implement those enhancements or upgrades desired by the Foundation thatare reasonably acceptable to the City.

3. CITY OBLIGATIONS

3.1 City Commitment. Provided the Foundation isable to provide the amount set forthin Section 2.1,the Cityhas earmarked, and through thisAgreement commits to pay up to a maximum of ifftypercent (50%) of the Estimated Project Cost or Six Million Five Hundred Thousand Dollarsand 00/100 ($6,500,000.00)(the "City'sCommitment"), whichever isless,towards costs of the Project.

3.2 Phase Completion. The City shalluse itsreasonable effortsto complete Phases Ithrough IV identifiedabove by May 31, 2022.

3.3 Reporting. The Cityshallprovideto the Foundation electroniccopies of the contractor'sconstructiondraw requests when received by City(butwithoutbackup unless specificallyrequested by the Foundation) as well as a finalreport to the Foundation

MEMORANDUM OF UNDERSTANDING - NEWPORT BEACH PUBLIC LIBRARY FOUNDATION documenting use of the Foundation Commitment withinsix(6)months of completion of the Project.

3.4 ProjectControland PropertyOwnership. Except as provided inSection 3.6 below,Cityshallhave soleresponsibilityforand controlover,completionofthe plans and specificationofthe Projectconsistentwiththe Conceptual Design, obtainingallrequired permitsforthe Project,biddingthe Project,selectionofthe contractorforthe Project,and the construction,projectmanagement, inspectionand completion of the Project,and thereafterforthe operationand maintenance of the Project.The Partiesanticipatethat constructionofthe Projectwilltake approximatelyfifteen(15)months. At alltimes during and afterthe Term ofthisAgreement, the LibraryLectureHall,SiteWork, and allrelated improvements includingFF&E and the realpropertyupon which the Projectand related improvements are locatedshallbe the solepropertyof the City.

3.5 Use of Donations; Refund of Excess Foundation Project Funding. Cityshall ensure that donated funds received from the Foundation shallbe used solelyforpayment ofActual ProjectCosts. Inthe event thatan audit(withthe auditperiodending no sooner than issuanceofthe noticeof completionforthe Project)determines thatallor any part of the Foundation Commitment have been paid and such payments in the aggregate exceed the Foundation'sCommitment, the Cityshallrefund such excess amount to the Foundation withinthirty(30)days.

3.6 Use of Library Lecture Hall. To the extent the Citycontrolsthe use of the LibraryLecture Hall,the Foundation shallhave the rightto use the LibraryLecture Hallin accordance with the Board of LibraryTrustees Policy NBPL 15 attached hereto and incorporatedhereinas Exhibit "B".

4. TERM
Subject to the provisionsof Section 11 below, the term of thisAgreement shall commence upon mutual executionofthisAgreement and shallcontinue untilthe sooner tooccurof(i)completionofthe Projector(ii)five(5)years from the date ofthisAgreement (the "Term"). Provided, however, once constructionof the Projecthas commenced and forso longas itisbeing continuouslypursued,thisAgreement shallremain in effectuntil constructioniscompleted. Ifat the end of the Term, constructionof the Projecthas not commenced, thisAgreement shallterminate regardlessof any design work already completed or any funds expended by eitherparty.However, the Partiesmay extend the term ofthisAgreement by mutual writtenconsent and an amendment to thisAgreement.

The provisionsofSection 2.5,Section 3.6,Section 11.5and Section 12 ofthisAgreement shallsurvivethe expirationor earlierterminationof thisAgreement.

5. REPORTING AND ACCOUNTING REQUIREMENTS

5.1. Records. At alltimes during the term of thisAgreement, Foundation shall maintain true,proper,and complete books, records,and accounts (collectively,"Books and Records")inwhich shallbe enteredfullyand accuratelyalldonations received forthe Projectas wellas the expenditureofany funds donated forthe Projector forReasonable Expenses. Foundation shall maintain the Books and Records in accordance with MEMORANDUMOFUIVDEJSTaDING_JC pBC1UBCfCL•IBRi'FOUNDATION GenerallyAccepted Accounting Principles("GAAP").Foundationshallmake availableto Citycopiesof such Books and Records upon City'srequest.

5.2 Inspection.Cityat City'sexpense shallhave the rightto designateitsown employee representative(s)or designate a contracted representative(s)with an independent CertiifedPublic Accounting ifrm who shall have the rightto audit Foundation's accounting procedures and internalcontrolsof Foundation's financial systems as they relateto thisAgreement and to examine any cost,revenue, payment, claim,otherrecordsor supportingdocumentation resultingfrom any itemssetforthinthis Agreement during the term of thisAgreement and Record Retentionperiodsetforthin Section5.3 of thisAgreement.Any such audit(s)shallbe undertaken by Cityor its representative(s)at mutuallyagreed upon reasonable times and in conformance with generallyaccepted auditingstandards. Foundation agrees to fullycooperate with any such audit(s).

5.3 Record Retention. Foundation agrees to retain all necessary records/documentationfor a period of three (3) years or longer, ifrequired by law, followingthe terminationof thisAgreement. Foundation agrees to retainallnecessary records/documentationforthe entirelengthofthe auditperiodsetforthinSection5.2.

5.4 Donation Oversight. Foundation agrees to exercise prudent ifnancial management processes includingproper oversightof alldonations.

6. INDEPENDENT ENTITY
Inthe performance ofthisAgreement, the Foundation,and the volunteers,agents and employees of Foundation,shallact inan independent capacityand are not ofifcers, employees or agents ofthe City.Nothing inthisAgreement shallbe deemed to constitute approvalforFoundationorany ofFoundation'sdirectors,officers,volunteers,employees or agents,to be the agents or employees of City.

7. INDEMNIFICATION

7.1 To the fullestextentpermittedby law, Foundation shallindemnify,defend and hold harmless City,itsCity Council, boards and commissions, officers,agents, volunteers,and employees (collectively,the "CityIndemniifedParties")from and against any and allclaims (including,withoutlimitation,claimsforbodilyinjury,death or damage to property),demands, obligations,damages, actions,causes of action,suits,losses, judgments, fines,penalties,liabilities,costs and expenses (including,without limitation, attorney'sfees, disbursements and court costs) of every kind and nature whatsoever (individually,a Claim; collectively,"Claims"),which may arisefrom or inany manner relate (directlyor indirectly)to the breach ofthisAgreement or the negligentand/or willfulacts, errors and/or omissions of Foundation, its principals,ofifcers,agents, employees vendors,suppliers,consultants,subcontractors,anyone employed directlyor indirectlyby any ofthem or forwhose acts they may be liableor any or allof them.

Likewise and tothe fullestextentpermittedby law,the Cityshallindemnify,defend and hold harmless Foundation, itsboards and commissions, ofifcers,agents, volunteers, and employees (collectively,the "Foundation IndemnifiedParties")from and againstany and allClaim or Claims, which may arise from or in any manner relate (directlyor MEMORANDUMOFUNrDERSTNDING=N1ENP0F2-BEAC UBLICILBRARI'FOUNDATIONY r r C! .# tl I d.e fe./d r indirectly)tothe breach ofthisAgreement orthe negligentand/or willfulacts,errorsand/or omissions of City, its principals,oiffcers,agents, employees vendors, suppliers, consultants,subcontractors,anyone employed directlyor indirectlyby any ofthem or for whose actsthey may be liableor any or allofthem.

8. INSURANCE
Without limitingFoundation's indemnificationof City,Foundation shall obtain, provide and maintainat itsown expense duringthe term of thisAgreement or forother periodsas specifiedinthisAgreement, policiesof insurance of the type,amounts, terms and conditionsdescribedinthe Insurance Requirements attached hereto as Exhibit "C," and incorporatedhereinby reference.

9. PROHIBITION AGAINST TRANSFER
Neither Party shallassign,sublease, hypothecate, or transferthisAgreement directlyor indirectly,by operationof law or otherwise withoutpriorwrittenconsentthe other Party.Any attemptto do so withoutpriorwrittenconsent ofthe other Partyshallbe null and void.

10. NOTICES
Allnotices,demands, requestsorapprovalstobe given under thisAgreement shall be given inwritingand conclusivelyshallbe deemed served when deliveredpersonally or on the thirdbusiness day afterthe depositthereofinthe UnitedStatesmail,postage prepaid,firstclassmail,addressed as hereinafterprovided.

All notices,demands, requests or approvals from Foundation to City shallbe addressed to the Cityat:

Attn:CityManager
Cityof Newport Beach
100 Civic Center Drive
P.O. Box 1768
Newport Beach, CA 92658-8915
All notices,demands, requests or approvals from City to Foundation shall be addressed to Foundation at:

Attn: Chief Executive Officer
Newport Beach PublicLibraryFoundation
1000 Avocado Avenue
Newport Beach, CA 92660

11. TERMINATION

11.1.Termination. This Agreement shallterminate as provided in Section 4, except as otherwiseprovided inthisSection 11.

11.2 Termination for Cause. Foundation shall be in default ifFoundation fails or refuses to perform any duty required by thisAgreement or performs in a manner MEMORANDUMOFUNjSTI9NG-VE^V1IPoEAACUEICLIBRYvFOUNDATION
inconsistentwith the terms, conditions and restrictionsinthisAgreement. In such event, Cityshallgive Foundation thirty(30)calendardays' writtennoticeto cure,ifthedefault can be cured (the"Cure Period").Cityshallbe entitledto terminatethisAgreement if Foundation has not cured the default within the Cure Period but only ifthe notice of terminationhas been given before the defaulthas been cured. Cityshallbe entitledto immediatelyterminatethisAgreement ifthe defaultcannot be cured through corrective action.

11.3. Termination without Cause. Prior to the occurrence of the Release of Escrowed Funds Condition,Citymay terminatethisAgreement atany time withorwithout cause upon seven (7)days writtennoticeto Foundation.

11.4 SpecificPerformance. Ifthe Cityenters intoan agreement forconstruction of the Projectand the Foundation and/or Escrow Holder has/have not released the Foundation's Commitment, the Foundation agrees thatthe Cityshallhave the rightto specificallyenforce Foundation'sobligations.

11.5 Treatment of Donations Following Termination. In the event that this Agreement isterminated by the Cityfor cause afterthe satisfactionof the Release of Funds Conditions, the Foundation shall deliver or cause to be delivered the Escrowed Funds and allother donations collectedby Foundation forActual ProjectCosts to the City,and the Cityshallthereaftercomplete the Projectas soon as reasonably practicable.

12. NAMING RIGHTS

12.1 Naming Rights. Subject to City Council absolute discretionand approval, the Foundation may offerthe rightto a donor to place the name of the donor, donor's spouse or donor'sfamilyon the exteriorofthe LibraryLecture Hall(the"Named Donor").

The amount of the contribution of the Named Donor shall not be less than a minimum amount agreed to by the Cityand Foundation (the"Named Donor Contribution")and shall be memorialized by way of an agreement between the Cityand the Named Donor (the "Named Donor Agreement").

12.2 Named Donor Sianage. The location,sizeand design detailsofthe signage identifyingthe Named Donor shallbe memorialized inthe Named Donor Agreement. The PartiesanticipateNamed Donor signage willbe on the East elevationof the Lecture Hall, as wellas an appropriatelyscaled monument sign along Avocado Avenue as reasonably determined by the Cityand approved by the IrvineCompany.

12.3 Other Naming Opportunities.Inadditiontothe naming rightsof the Named Donor, the City agrees that the Foundation may offer naming rightsto the Bamboo Courtyard, the lobby, the green room, and a donor wall subject to prior review and approval of the CityCouncil and execution of a Named Donor Agreement.

12.4 Rights of Donors upon Termination of Agreement. The rightsof a Named Donor upon termination of thisAgreement shallbe memorialized in the Named Donor Agreement.

MEMORANDUMFOUNDERSTANDINGNEWPOR'BEACHPUBLIC FOUNDATION

13. STANDARD PROVISIONS

13.1 Compliance With all Laws. Foundation shall at itsown cost and expense comply with allapplicablestatutes,ordinances, regulationsand requirements of all governmental entitiesrelatedto itsobligationsunder thisAgreement, includingfederal, state,county or municipal,whether now inforceor hereinafterenacted.

13.2. Waiver. A waiver by eitherParty 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.

13.3 IntegratedContract.This Agreement represents the fulland complete understanding of every kind or nature whatsoever between the partieshereto,and all preliminarynegotiationsand agreements ofwhatsoever kindor nature are merged herein.

No verbalagreement or impliedcovenant shallbe held to vary the provisionsherein.

13.4 Interpretation.The terms of this Agreement shall be construed in accordance with the meaning of the language used and shallnot be construed for or againsteitherParty by reason of the authorshipof the Agreement or any other ruleof constructionwhich might otherwiseapply.

13.5 Amendments. This Agreement may be modified or amended only by a writtendocument executed by both Foundation and Cityand approved as toform by the CityAttorney.

13.6 Severability.Ifany term or portionof thisAgreement is held to be invalid, illegal,or otherwise unenforceableby a courtof competent jurisdiction,the remaining provisionsofthisAgreement shallcontinue infullforce and effect.

13.7 Controlling Law and Venue. The laws of the State of Californiashallgovern thisAgreement and allmatters relatingto itand any action brought relatingto this Agreement shallbe adjudicatedin a court of competent jurisdictionin the County of Orange, State of California.

13.8 Equal OpportunityEmployment. Foundation representsthat itis an equal opportunityemployer and itshallnot discriminateagainstany contractor,employee or applicantfor employment because of race, religion,color,nationalorigin,handicap, ancestry,sex or age or any other impermissiblebasis under law.

13.9 No Attorney'sFees. Inthe event ofany disputeor legalactionarisingunder thisAgreement, the prevailingpartyshallnot be entitledto attorney'sfees.

13.10 Counterparts. This Agreement may be executed in two (2) or more counterparts,each of which shallbe deemed an originaland allof which togethershall constitute the same instrument.
[SIGNATURES ON NEXT PAGE]
MEMORANDUMOFUNDERST41IDNG=11NO TBy UBLC BRARYOUNDATION
IN WITNESS WHEREOF, the partieshave caused thisAgreement to be executed on the dates written below.

APPROVED AS TO FORM:

CITY ATTORNEY'S OFFICE

CITY OF NEWPORT BEACH,
a Californiamunicipalcorporation
Date:(7X/2ft+.J2_
By:

Aaron .Harp
City orney
Date:

Kevin Mu
Mayor
ATTEST: FOUNDATION:

Newport Beach PublicLibrary
Foundation, a CaliforniaNonprofit
Corporation
Date:d, 2-L2_
Date: z- 2 ZZ
By:
e old D. Kappel
ief Executive Officer
Date:

By: c -orothy Lar n
Secretary
[END OF SIGNATURES]
Attachments: ExhibitA - Conceptual Plan
ExhibitB - Board of LibraryTrustees Policy NBPL 15
ExhibitC - Insurance Requirements
MEMORANDUMOIERSAN-©NG O{TB gHPUBC(CBAjUNDATION

EXHIBIT A

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SCHEMATIC LANDSCAPE PLAN EXHIBIT

NEWPORT BEACH LIBRARY LECTURE HALL

EXHIBIT B
Board of LibraryTrustees PolicyNBPL 15
MEMORANDUMO i f35T1f+DING'JFCI_lPOR( UB BR OUNDATION
NBPL 15
The LibraryLecture Hall
Background
The auditorium at the Newport Beach Central Libraryisknown as the LibraryLectureHall("LLH").

The LibraryBoard ofTrusteesand the LibraryServicesDepartment administer the Libraryand the LLH. The LLH isan important source of meeting space forLibrary,Library-related,Library-affiliated, Cityof Newport Beach ("City")and outside lectures,programs, and activities.Itisnot unusual for Libraryand Cityofficersand employees to have a need to use the LLH for Libraryand Citybusiness on shortnotice.Moreover, use of the LLH takes Librarystaffaway from theirnormal dutiesand, if uncontrolled,can interferewith the public'suse and enjoyment of the Library.

Applicability
Except as otherwise specificallyprovided to the contraryherein,thisPolicyshallnot apply to First Priorityand Second Priorityuses (asdefined below) of the LLH as provided below, although the usersofsuch Prioritiesare requiredto complete inadvance an ApplicationFor Use form forsuch uses.So longas they complete and fileinadvance the ApplicationFor Use form, such users shallbe entitledto use the LLH with the permission of and subjectto confirmingavailabilitywith the Library ServicesDirector.Moreover, itshallbe permissibleforsuch usersto placean advance hold on recurringregularlyscheduled dates of use by such users,e.g.,the firstThursday morning of each month at 7:30 AM.

Purpose
The purpose of thisPolicyisto establish:

A. Procedures forprocessingand approving or disapprovingrequestsfrom applicablegroups or organizationsfor permission to use the LLH;
B. Priorities as set forth below for the use of the LLH and to resolveany conflictrelatedto requestsfor use;and
C. Standards and criteria for the use of the LLH to insurethere isno significantimpact on the workload of staff.

Priorities of Use
The mission of the Libraryisto be the cultural,educational,and informationalheart of Newport Beach (the "LibraryMission"). Subject to the LibraryMission, to thisPolicy,and to allrelated terms and conditions,the LLH isavailablefor use as provided herein. The factthat a group or organization isgranted permission to use the LLH in no way constitutesendorsement of the policiesor beliefsof that organizationby the Libraryor the City.Even followingan advance reservationpursuant to a completed ApplicationFor Use, NBPL has a rightto preempt any event fora Libraryor Library- relatedevent; insuch rareinstances,Librarywilluse itsreasonable effortsto assistthe group in reserving another date for use of the LLH. The numerical listingbelow a particularPriority(e.g., Kill. I
FirstPriority)shallindicatethe preference or prioritywithinthe stated Priority,e.g.,FirstPriority A.1.shallhave preferenceover FirstPriorityA.2.

A. FIRST PRIORITY

1. The Newport Beach PublicLibraryFoundation (the"Foundation")and, thereafter,other NBPL support groups includingbut not limitedto The Friendsof the Libraryand Project Adult Literacy.

2. Any officialLibrarysponsored,co-sponsored,and/or conducted programs and activitiesthat are directlyrelatedto the LibraryMission and the Library'sfunctionsand purposes.

B. SECOND PRIORITY

1. Any meeting or activityof (i)the Newport Beach Chamber of Commerce, (ii)the Corona Del Mar Chamber of Commerce, (iii)Speak Up Newport, or (iv)any other localnon-profit organizationor entitywhich organizationor entityisbased in or around the Cityand whose meeting or activityisprimarilyand substantivelydesigned to educate and inform the local community on currentissues.With respectto subsection (iv),the Directorshallhave the discretionto determine whether an organizationor entitymeets the qualificationssetforth in subsection(iv)and whether a meeting or activitymeets the qualificationsset forthin subsection (iv).

2. Any meeting or activityby localnon-profitorganizationsor entitieswhich organizationsor entitiesare based inor around the City.The Directorshalldetermine whether an organizationor entityqualifiesas a localnon-profitorganizationor entityfor purposes of Second Prioritystatus.

C. THIRD PRIORITY
Use of the LLH may be granted by the LibraryServicesDirectorto those persons,organizations, or entitieslistedbelow on a firstcome, firstserve basis:

1. Sponsored educationalor informationalprogramsand activitiesof stateor localpublic agencies such as localpublicschoolsor publicdistricts.

2. Recreational,social,or civicorganizationsand/or groups that are promoted and sponsored by Cityresidentsor Citynon-profitorganizationsthatare open to the publicand have fifty percent (50%) or more of theirmemberships held by Newport Beach residents.

3. Recreational,social,or civicorganizationsand/or groups that are non-residentand are promoted and sponsored by non-profitorganizationsthat are open to the publicbut do not qualifyunder C.2.above.

4. Schools,colleges,hospitals,or other similargroups not qualifyingunder the definitionof non-profit.Non-profitstatusisdefined as an organizationthat isso defined by the Internal Revenue Code Section 501(c) and has a State of CaliforniaTax IdentificationNumber.

D. FOURTH PRIORITY
Allother outside organizations,municipal agencies, individuals,and groups have Fourth Priority on alldates,and may reserve events on a firstcome, firstserve basisunder the terms, provisions,and documents required hereunder. AllFourth Priorityusers shallenter intoan Agreement Regarding Use Of LibraryLecture HallFor Outside Events ("Outside Events Contract")in form and content as the Directormay specifyfrom time to time,which Outside Events Contractshall includethe Rulesand Regulations(FirstAddendum to Outside Events Contract)inform and content as the Directormay specifyfrom time to time.

Procedure
Allpersons,groups or entitiesseeking permission to use the LLH ("applicant")shallsubmit an ApplicationFor Use on the form provided by the Department. The applicantshallprovide all information requested inthe applicationand such additionalinformation as may be required by the LibraryServicesDirectorto enable the Directorto determine ifuse by the applicantwillcomply with thisPolicy.Applicationsshallnot be considered complete unlessaccompanied by requiredfees, proof of insurance,and any additionalrequested information to the extent applicable.No person, group or entityshallbe entitledto use of the LLH unlesstheirapplicationhas been approved by the LibraryServicesDirectoror the Director'sdesignee.Ifan applicantfailsto comply with the standard conditionsof use or any specialconditionsimposed by the Director,no additionalapplicationby thatapplicantshallbe consideredfora one-year periodfollowingsuch failure.

Standard Conditionsof Use Applicableto Third Priorityand Fourth PriorityUsers These standard conditionsof use shallbe and are applicableto Third Priorityand Fourth Priority users,only;with the exception of standard conditionsB, D, and F,the standard conditions are not applicableto FirstPriorityand Second Priorityusers;provided, however, other than in the case of the Foundation, the Directorshallhave the discretionto impose one or more such other standard conditionson FirstPriorityand Second Priorityusers.An ApplicationFor Use of the LLH may be approved subjectto the ThirdPriorityUser'sand the Fourth PriorityUser'scompliance with the followingstandardconditionsofuseandotherconditionsof use as may be imposed by the Library Services Director:

A. The use of alcoholicbeverages isprohibitedunlessexpresslyapproved inwritingby the LibraryServicesDirectorand subjectto the approvalof the AlcoholicBeverage Control Board.

B. Smoking, vaping of any kind,and other use of tobacco or similarproducts isprohibitedin the LLH and the entireLibrarycampus, includingrestrooms and allcommon areas.

C. At leastone (1)adultshallbe present inthe LLH when minors are inattendance.

D. No person shallinterferewith the normal use and activitiesof the Libraryby way of noise, disturbance,or other activity.

E. Meetings or activitiesconducted inthe LLH may not be advertisedor promoted as Cityor Librarysponsored activitiesunlessapproved inadvance by the LibraryServicesDirector.All materialsused foradvertisingor announcing a meeting or activityto be conducted inthe LLH shallbe submitted to the LibraryServicesDirectorat leastten (IO)days priorto the use forthe solepurpose of determining ifthe materialscomply with thiscondition.The Library ServicesDirectorshallnotifythe permittee of the Director'sdetermination that the materialscomply or do not comply with the conditionwithinthree businessdays after submittal.

F. Events or activitiesin the LLH shall not exceed [274? Actual Number Of Fixed Seats And PossibleAdditionalMobile/Temp ChairsAt Rear To Be Determined By Architectural Plan/NBFD Requirements And Approved by LibraryServicesDirector]persons unless approved inadvance by the LibraryServicesDirector.

G. Use of the LLH islimitedfrom 9 a.m. to 9 p.m. Monday through Thursday, 9 a.m. to 10 p.m.

Fridaythrough Saturday,and 12 p.m. to 5 p.m. on Sundays, unless expresslyapproved in writingin advance by the LibraryServicesDirector.

H. The provisionof insuranceshould be generalliability,naming the Libraryand Cityand their officers,agents,officials,employees, and volunteersas additionalinsureds,providing coverage inthe amount of not lessthan $1,000,000 forany claim,loss,injury,damage, or other casualtythatisinany way relatedto the use and/or occupancy of the LLH by the permittee authorizedto use the LLH pursuant to thisPolicy.

I. The permittee agreesto defend, indemnify,and hold harmless the Libraryand the Cityand theirofficersand employees with respectto any claim,loss,or injurythat arisesout of,or is inany way relatedto permittee'suse and occupancy ofthe LLH.

J. Applicationsforreservationsmust be made no more than 90 days inadvance and not more than once every 90 days.

Fees, Deposits and CancellationProcedures
Fees may be charged forthe use of the LLH. Fees shallbe establishedby Resolutionof and periodicallyadjustedby the Board of LibraryTrusteessubjectto approval of the CityCouncil.Fees shallincludean amount necessaryto defraythe costsassociatedwith the administrationof this Policyand the maintenance and repairassociatedwith the use of the LLH. Notwithstanding anythingto the contraryherein,the Directormay impose fees and other charges on the First PriorityUsers and the Second PriorityUsers;provided,however, inthe case of the Foundation,such feesand otherchargesshallbe agreed upon inadvance inwritingby the Directorand the Foundation.

Use Subjectto Recorded Declarationof SpecialLand Use Restrictions Use of the LLH shallat alltimes be subjectto thatcertainDeclarationof SpecialLand Use Restrictions,Rightof FirstRefusal,Mortgage Lienand Option to Repurchase recorded May 8,1992 as Instrument No. 92-304757 in the OfficialRecords of Orange County,California,as modifiedby thatcertainamendment recordedNovember 24,2010 as Instrument No. 2010-634195 and as furtheramended by thatcertainamendment (the"Second Amendment") recorded December 5, 2019 as Instrument No. 2019000509265 (allsuch recorded documents are referredto collectivelyas the "Declaration").The Second Amendment (which as indicatedisa partof the Declaration) specificallyprovides as follows:

1.2 Use of the Lecture Hall
Declarantexpresslyagrees thatthe use of the Lecture Hallby Grantee [Cityof Newport Beach,a Californiamunicipalcorporation]to conduct library,cultural,training,educational,informational, entertainment,civicand community focused programming as wellas forprogramming of library support groups, such as the Friendsof Newport Beach PublicLibraryand the Newport Beach Public LibraryFoundation (collectively,the "Intended Use"),are uses commonly associatedwith public libraries,as described inSection2.1(a)of the Declaration,and these uses do not compete with the retailand commercial facilitiesinthe Center [Newport Center]. Grantee may from time to time allow,and charge reasonable fees for,such uses of the Lecture Hall,and such other uses of the Lecture Hall that Grantee determines in itsreasonable discretionare complementary to the use of the Land as a free,publiclibraryand willnot interferewith the use of the Land by Grantee'slibrary patronsand availableparkingforsuch librarypatrons;provided such other uses, in Declarant's reasonablediscretion,do not materiallycompete with the retailand commercial facilitiesin and around the Center, and in no event shallthe Lecture Hallbe used as a commercial banquet hallor conference center.

1.3 Parking
The number of parkingspaces on the Land and availableforpublicuse iscurrently172. Such number of parkingspaces availableforpublicuse shallnot be reduced without the priorwritten consent of Declarantas described inSection2.2(a)of the Declaration.

Adopted by the Board of LibraryTrustees on November 15, 2021 ThisPolicywillbe periodicallyreviewed by the Board ofLibraryTrusteeson thefirstto occur of (i)as circumstancesmay requireor (ii)every two yearsfrom the date of adoption,lastamendment, or last review.Adopted, lastamended, or lastreviewed on November 15, 2021.

EXHIBIT C

INSURANCE REQUIREMENTS
Provision of Insurance. Without limitingFoundation's indemnificationof City, Foundation shallobtain,provide and maintain at itsown expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactoryto City. Foundation agrees to provide insurance in accordance with requirements set forth here. If Foundation uses existingcoverage to comply and thatcoverage does not meet theserequirements,Foundationagrees toamend, supplementor endorse the existingcoverage.

2. Acceptable Insurers. Allinsurance policiesshallbe issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance inthe State of California,with an assigned policyholders' Rating of A- (or higher)and FinancialSize Category Class VII (orlarger)in accordance withthe latesteditionofBest'sKey RatipgGuide, unless otherwise approved by the City'sRisk Manager.

3. Coverage Requirements.

A. Workers' Compensation Insurance. Foundation shall maintain Workers' Compensation Insurance, statutory limits,and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000) each accidentforbodilyinjuryby accidentand each employee forbodilyinjury by disease inaccordance with the laws of the State of California,Section 3700 ofthe Labor Code ifthe Foundationhiresemployees.

Foundation shallsubmit to City,along with the certificateof insurance, a Waiver of Subrogation endorsement infavor of City,itsCity Council, boards and commissions, ofifcers,agents, volunteers,and employees.

Foundation shallsubmit to City,along with the certificateof insurance, a Waiver of Subrogation endorsement in favor of City,itsCity Council, boards and commissions, officers,agents, volunteers and employees.

B. General Liability Insurance. Foundation shall maintain commercial general liabilityinsurance,and ifnecessary, umbrella liabilityinsurance, with coverage at leastas broad as provided by Insurance Services Office form CG 00 01, in an amount not less than one million dollars ($1,000,000) per occurrence, two milliondollars($2,000,000) general aggregate. The policy shall cover liabilityarising from premises, operations,personal and advertisinginjury,and liabilityassumed under an insured contract(includingthe tortliabilityof another assumed in a business contract).

MEMORANDUM€t?T&NNWptU !UN0ATbON
C. Automobile LiabilityInsurance. Foundation shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activitiesof Foundation arisingout of or connected in any way with the Agreement, includingcoverage forany owned, hired,non-owned or rented vehicles, in an amount not less than one milliondollars($1,000,000) combined singlelimiteach accident.

4. Other Insurance Requirements. The policiesare to contain, or be endorsed to contain,the followingprovisions:

A. Waiver of Subrogation. Allinsurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City,itsCityCouncil,boards and commissions, ofifcers,agents, volunteers, and employees or shall specificallyallow Foundation or others providing insurance evidence in compliance with these requirements to waive theirrightof recovery priorto a loss.Foundation hereby waives itsown rightof recovery against City,and shallrequire similarwrittenexpress waivers from each of itssubcontractors.

B. AdditionalInsured Status. Allliabilitypoliciesincludinggeneral liability, excess liability,pollutionliability,and automobile liability,ifrequired,but not including professional liability,shall provide or be endorsed to provide that City,itsCity Council, boards and commissions, officers, agents, volunteers,and employees shallbe included as insureds under such policies.

C. Primary and Non-Contributory. All liabilitycoverage shall apply on a primary basis and shallnot requirecontributionfrom any insurance or self-insurancemaintained by City.

D. Notice of Cancellation. All policiesshall provide City with thirty(30) calendar days' notice of cancellation(except for nonpayment forwhich ten (10) calendar days' notice isrequired)or nonrenewal of coverage for each required coverage.

5. Additional Agreements Between the Parties. The Parties hereby agree to the following:

A. Evidence of Insurance. Foundation shall provide certificatesof insuranceto Cityas evidence ofthe insurancecoverage required herein, along with a waiver of subrogation endorsement for workers' compensation and other endorsements as specified herein for each coverage. Insurance certificatesand endorsement must be approved by City'sRisk Manager priorto commencement of performance. Current certificationof insurance shallbe kept on filewith City at alltimes during the term of thisAgreement. The certificatesand endorsements foreach MEMORANDUMOFU fRSTfbN=NV17-O HUBL=ICLIBRvOrUNDA710N
insurance policyshallbe signed by a person authorized by that insurer to bind coverage on itsbehalf. At leastfifteen(15) days priorto the expirationof any such policy,evidence of insurance showing that such insurance coverage has been renewed or extended shall be filedwith the City. Ifsuch coverage is cancelled or reduced, Foundation shall, withinten (10)days afterreceiptof writtennoticeof such cancellationor reduction of coverage, filewith the City evidence of insurance showing that the required insurance has been reinstatedor has been provided through another insurance company or companies. City reserves the rightto require complete, certifiedcopies of all required insurance policies,at any time.

B. City'sRight to Revise Requirements. Cityreserves the rightat any time during the term of the Agreement to change the amounts and types of insurance required by giving Foundation sixty (60) calendar days' advance written notice of such change. Ifsuch change results in substantialadditionalcost to Foundation, City and Foundation may renegotiateFoundation's compensation.

C. Enforcement of Agreement Provisions. Foundation acknowledges and agrees that any actual or alleged failureon the part of City to inform Foundation of non-compliance with any requirement imposes no additionalobligationson Citynor does itwaive any rightshereunder.

D. Requirements not Limiting.Requirements of specificcoverage features or limits contained in this Section are not intended as a limitation on coverage, limitsor other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage featureisfor purposes of clarificationonly as itpertains to a given issueand isnot intended by any partyor insuredto be allinclusive, or to the exclusion of other coverage, or a waiver of any type. Ifthe Foundation maintains higher limitsthan the minimums shown above, the City requires and shall be entitledto coverage for higher limits maintained by the Foundation. Any availableinsurance proceeds in excess of the specifiedminimum limitsof insurance and coverage shall be availableto the City.

E. Self-insuredRetentions. Any self-insuredretentionsmust be declared to and approved by City.City reserves the rightto require that self- insured retentionsbe eliminated,lowered, or replaced by a deductible.

Self-insurancewillnot be considered to comply withthese requirements unless approved by City.

F. City Remedies for Non-Compliance. IfFoundation or any subcontractor failsto provideand maintaininsurance as requiredherein,then Cityshall have the rightbut not the obligation,to purchase such insurance, to terminate thisAgreement, or to suspend Foundation's rightto proceed MEMORANDUMOFU 6EST;NIDNG,=IOf2`BC UB R FOUNDATION
untilproper evidence of insurance isprovided. Any amounts paid by City shall,at City'ssole option,be deducted from amounts payable to Foundation or reimbursed by Foundation upon demand.

G. Timely Notice of Claims. Foundation shallgive City prompt and timely notice of claims made or suits instituted that arise out of or result from Foundation's performance under thisAgreement, and that involve or may involvecoverage under any of the requiredliabilitypolicies.City assumes no obligationor liabilityby such notice,but has the right(but not the duty)to monitor the handling of any such claim or claims ifthey are likelyto involveCity.

H. Foundation'sInsurance.Foundationshallalsoprocure and maintain, at itsown cost and expense, any additionalkinds of insurance,which in its own judgment may be necessary foritsproper protection.

MEMORANDUMOFU ERSTb1NNUB UBL'ICBFOUNDATION

EXHIBIT B

BRIEF DESCRIPTION OF THE LECTURE HALL PLANS
The Lecture Hall willbe a modern auditorium with tiered,cushioned permanent seating accommodating up to 299 people,technicallyadvanced stage lightingand audio-visual equipment, and excellentacoustics to house the expected range of planned presentations,from the Witte Lecture seriesto the LibrarySunday Musicales,from documentary filmsto children'sprograms.

The Lecture Hallwillbe a free-standingbuildingjustunder 10,000 square feet,sitedon the Librarygrounds adjacent to Avocado Avenue and the currentBamboo Courtyard.

The Bamboo Courtyard willalso be expanded to provideoutdoor pre-eventand event space.

The Lecture Hallhas been designed by Robert R. Coffee Architect+ Associates.

Lecture HallGreen Room Naming RightsAgreement Page B-1

EXHIBIT C

OUTLINE OF PARTICULAR PLACE, SIZE AND OTHER ATTRIBUTES

OF NAME RECOGNITION
Lecture Hall Green Room Naming Rights Agreement Page C-1 SignType D5.00:Green Room Donor RecognitionSign
7 1/2"wide x 8' highchemicallyetched photopolymer signfacewith paintedfinishand raisedBraille/tactilegraphics,laminated to a 1/2“thicktransparentgreen acrylicbackerwith polishededges and face. 7 1/2"
Tactilelettersand donor textto be screenprintto match
signprogram.
3/4"
GREEN
ROOM
letter
height
5/16"
. uppercase
letterheightThe Croul and Grody Families-
Green Room
Scale; 3/8". r
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Scale: 3/8" a I'-O"
Note: Signage Contractor to fieldverifyprecise
location with GSD prior to installation.

Newport Beach Library Lecture Hall Signage Program
Conceptual Design Drawing
SHEET: D5.1
June 2. 2026
).S208 02026
Sign Type D5.00: Green Room Donor RecognitionSign
7 1/2'wide X 8” highchemicallyetchedphotopolymersignfacewith paintedfinishand raisedBraille/tactilegraphics,laminated to a 1/2'thicktransparentgreenacrylicbackerwithpolishededges and face.

Tactilelettersand donor textto be screenprinttomatch
signprogram.

GREEN
ROOM
The Croul and Grody Families
Green Room
Scale: Full*size
Newport Beach Library Lecture Hall Signage Program
Conceptual Design Drawing
SHEET: D5.2
June 2, 2026
Gerald Stamm .M08 02026

Newport Beach City CouncilJune 9, 2026

Newport Beach City Council
June 9, 2026