R2022-192 2022-08-22RESOLUTION NO. R2022-192
A Resolution of the City Council of the City of Pearland, Texas, authorizing the
City Manager or his designee to enter into a financial naming rights agreement
with the Vaidya Foundation for the naming of the West Pearland Library Study
Room No. 215.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS:
Section 1. That certain financial naming rights agreement by and between the City of
Pearland and the Vaidya Foundation, a copy of which is attached hereto as Exhibit “A” and made a
part hereof for all purposes, is hereby authorized and approved.
Section 2. That the City Manager or his designee is hereby authorized to execute and
the City Secretary to attest a financial naming rights agreement for Study Room No. 215.
PASSED, APPROVED and ADOPTED this the 22nd day of August, A.D., 2022.
________________________________
J. KEVIN COLE
MAYOR
ATTEST:
________________________________
FRANCES AGUILAR, TRMC, MMC
CITY SECRETARY
APPROVED AS TO FORM:
________________________________
DARRIN M. COKER
CITY ATTORNEY
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CITY OF PEARLAND
NAMING RIGHTS AGREEMENT
This NAMING RIGHTS AGREEMENT ("Agreement"), dated ("Effective Date") is
entered into by and between The City of Pearland ("City'), a govemmental entity, and Deepa
lyengar on behalf of the Vaidya Foundation ("Sponsof) (hereinafter refened to separately as a
"Partf and collectively as the.Parties").
RECITAL:
WHEREAS, the Parties wish to enter into a relationship for temporary naming privileges of
Study Room No 215 ("Sponsored Space") within the Citfs West Peartand Library Facility ("Library'').
WHEREAS, The City owns the Library property, structure, building and any portion thereof
including but not limited to the interior and exterior spaces, open spaces, and shelters.
WHEREAS, the Library is operated by the Brazona County Library System in accordance
with a contractual agreement between the City and County of Brazoria.
WHEREAS, the City has authorizeOl by contractual agreement, the Frtends of Pearland
Westside Library, lNC. (Friends Group) to seek, negotiate and secure the purchase of naming rights
to City library facilities and to solicit funding through capital campaigns.
WHEREAS, the granting of naming rights shall not entitle Sponsor to preferential treatment
beyond the terms of the Agreement.
IT IS THEREFORE AGREED:
Term: The lnitial term of this Agreement shall be for five years, commencing on September
1 , 2022 and ending on August 31, 2427 , unless otherwise terminated earlier in accordance with the
terms and conditions contained herein. The Parties by mutual written agreement may extend the
term of this Agreement.
Naming Rights Fee: ln consideration of the naming rights and ancillary benefits granted by
the City in this Agreement and Appendix A, Sponsor agrees to pay a naming rights fee in the amount
of $2,500 (the "Fee") to Friends Group. The Fee shall be paid in the following increments:
Naming Rights Fee Amount Due Date
$2,500.00 September 1,2A22
Sponsor may accelerate the payment of any or all of these payments at any time, at Sponsor's
discretion, as long as the cumulative total of all payments meets the total amount agreed by the
Parties. Payments shall be paid by Sponsor to the Friends Group via check.
Use of Payments: Pursuant to its contract with the City, the Friends Group shall use any
Funds received pursuant to this Agreement to support library capital campaigns agreed to by both
the City and Friends Group, programs, services, facilities, operations, and maintenance, and the
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acquisition of books, equipment, materials and/or services that benefit the citizens of the CiS of
Pearland.
Acknowledgment City agrees to use all reasonable efforts to organize and execute the advertising
and promotional benefits as ouilined in Exhibit "n* attached hereto. ln the event any of the Sponsor
Benefits become unavailable, City agrees to provide a substitute benefit to Sponsor of similar value
in City's sole judgment, or to issue a partial refund of the Fee, in the amount of City's reasonable
determination of the value of the benefit that becomes unavailable. Sponsors recognize that City
may provide other sponsors, contributing at higher levels, with further additional rights or
privileges in connection with the Library, and Sponsor acknowledges that it is not entitled to
any additional rights and privileges not othenrise specifically provided pursuant to this
Agreement, absent a separate written agreement or written addendum to this Agreement
that extends additional rights or privileges.
Granting of naming rights shall not entitle Sponsor to preferential treatment by the City, County, or
Friends Group outside of the naming rights agreement.
The approval of Agreement shall not result in any additional cost to the City, excluding the City's
approval process.
The approval of Agreement does not imply any right of the Sponsorto design or manage the space
or programming within the Sponsored Space.
lf Sponsor changes its name, the naming rights may be changed, by mutual agreement, to reflect
the new, however all costs associated with a name change (i.e., plaques or signs) shall be the sole
responsibility of the Sponsor.
The City shall exercise sole discretion over the design of naming plaques or signs.
The Sponsor shall not have any right to manage andlor control the Sponsored Space.
Termination: This Agreement may be terminated by: (i) expiration of the Term; (ii) automatic
termination in the event that Sponsorship Fees are not received on time according to this Agreement;
(iii) should conditions arise during the life of the sponsorship that results in the sponsorship conflicting
with City policy; (iv) sponsorship is no longer in the best interest of the City; or (v), optional
termination, by written notice. lf termination is due to failure of payment, as of the effective date of
termination, the City shall have no further obligation or liability to Sponsor and shall not be required
to retum any portion of the Fee already received; and the City may immediately cease to use or
display the room plaque. Sponsor shall be liable to the City for payment of all costs and expenses
incurred by the City in removing, discarding, and/or replacing the room name. The City may in its
sole and absolute discretion determine an alternative recognition for the portion of the payment
already received. lf termination is due to sponsorship conflicting with City policy or sponsorship is
no longer in the best interest of the City, Sponsor shall not be entitled to a refund of any portion of
the payment made. Should Sponsor decide to end affiliation with City during the Term of this
agreement, City will be responsible for the payment to remove the name of the room.
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Legal Compliance: Sponsor's rights are subject to any federal, state, and local laws and
ordinances applicable to and during the Events. Sponsor agrees to comply with all such laws and
ordinances.
Force Majeure: City's performance of its obligations under this Agreement shall be excused
by acts of God such as fires, storms, lightning, floods, confiscations or restraints of government (civil
or military), strikes or labor disputes, civil disturbances, or any other cause that is not within the
reasonable control of City and not otherwise due to any negligence or willful misconduct by City
("Force Majeure"). ln such event, the City will issue a partial refund of the Fee, in the amount of
City's reasonable determination of the value of the benefit becomes unavailable.
lndemnity: Sponsor shall defend, indemnify, and hold harmless City and its affiliates,
officers, directors, employees, agents, attorneys, successors, and assigns from and against any and
all suits, actions, claims, losses, demands, damages, liabilities, costs, and reasonable expenses,
including reasonable attorneys' fees, that result solely from City's inclusion of Sponso/s Marks in
any advertising or promotional material connected with the Library.
Sponsor shall defend, indemnify, and hold harmless City and its affiliates, officers, directors,
employees, agents, attomeys, successors, and assigns from and against any and all suits, actions,
claims, losses, demands, damages, liabilities, costs, and reasonable expenses, including reasonable
attorneys' fees, including but not limited to bodily injury or property damage, that are due to the
negligence of Sponsor or Sponsor's agents or employees.
The indemnities provided herein shall survive the termination of this Agreement.
Assignability: City may assign all or part of its rights or obligations under this Agreement to
any successor in interest thereto. Sponsor may assign all or.part of its rights or obligations under
this Agreement only with the consent of City, which consent shall be at City's sole discretion.
Severability: lf any part of this Agreement contravenes any applicable statutes, regulation,
rules, or common law requirement, then, to the extent and only to the extent of such contravention,
such part shall be severed from this Agreement and deemed non-binding while all other parts of this
Agreement shall remain binding, so long as the material purposes of this Agreement can be
determined and effectuated.
Governing Law and Venue: This Agreement shall be governed by and construed in
conformity with the laws of the State of Texas, exclusive of its conflict of law principles. The
Agreement is performable in Brazoria County, Texas, and the Parties agree that venue for any legal
dispute under the Agreement shall be Brazoria County, Texas. The Parties to this agreement shall
use their best efforts to settle any controversy or claim arising out of or relating to this agreement, or
the breach thereof.
Entirety of Agreement: This Agreement and its attachments contain the entire
understanding between the Parties and supersede any prior understanding and written or oral
agreement between them respecting this subject matter. There are no representations, agreements,
or understandings, oral or written, between the parties relating to the subject matter of this
Agreement not fully expressed in this Agreement. Any modification to this Agreement must be
written and executed by the Party to be bound thereby.
Signatures: This Agreement may be signed in any number of counterparts with the same
effect as if the signatures thereon were upon the same instrument.
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Section Headings: Section headings are for reference purposes only and shall not affect
the interpretation or meaning of this Agreement.
[srgrnafures to follow on the next pago]
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ACKNOUYLEDGED AilD AGREED TO on behalf of Crty and Sponsor as of the Effec*ive
Date above mentioned.
Clty of Pearland
By (Sisn):
Narne: Kevin Cole
Title: Mavor. Pearland Citv Council
Sponsor
By (Sign):
Name:
Date:
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8/23/2022 | 11:34 AM CDT
West Pearland Library Naming Rights Agreement - Appendix A
Description of Partnering Organizations and Sponsor
Organization: City of Pearland
Contact Name: Carry Capers, Parks & Recreation Director
Mailing Address: 3519 Liber$ Drive, Pearland, TX77581
Physical Address: 4141Bailey Road, Pearland, TX77584Phone: 281.412.8906Email: ccapers@pearlandtr.gov
Web site pearlandparks.com
Organization: Friends of Pearland Westside Library, Inc.
Contact Name: Amit Joshi, President
Mailing Address: 11801 Shadow Creek Parkway, Pearland, fX 77584Email: contact@pearlandwestsidelibraryfriends.org
Web site www.peadandwestsidelibraryfriends.org
Sponsor: Vaidya Foundation
Gontact Name: Deepa lyengai
Mailing Address: 3402 Castle Pond Ct., Pearland, TX 7758/.Phone: 832.2M.7963Email: ddvaidehi9S@gmail.com
Second Floor Study Room for 2 (Room 215) - Naming Rights Benefits
On Site / Signage. One (1) of the West Pearland Librart's study rooms located on the second floor named
Study Room Sponsor I Vaidya Foundation.o Sponsor name recognition on digital room sign located at the entrance to one (1) study
room located on the second floor of the West Pearland Library - See Appendix B
. Sponsor name recognition on one (1) second floor study room entrance door - See
Appendix C
Advertising / lnterneto Sponsors name or logo recognition three (3) times per year on the Friends Group Facebook
page
. Sponsor name or logo recognition on the Friends Group website for the duration of the
agreement
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Appendix B
Vaidya Foundation Study Room
San Antonio Conference Room .
tEr#*t4aluF
San Antonio Conference Room
Offline
Conn€d this d€viee to
ltt"*',
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Appendix C
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