Naming Rights for the City of Winchester Pickle Ball Courts at Jim Barnett Park

NAMING RIGHTS MEMORANDUM OF AGREEMENT

THIS   NAMING RIGHTS MEMORANDUM OF AGREEMENT (“MOA”), dated as of ___________, 2026_, is entered into by and between the City of Winchester, Virginia, a political subdivision of the Commonwealth of  Virginia and a municipal corporation (the “City”), and __________________________, a Virginia ________________ (the “Sponsor”) (collectively, the “Parties”), for the purpose of partnering on signage on and naming rights to the pickleball courts owned by the City.

RECITALS

WHEREAS, the City is a political subdivision of the Commonwealth of Virginia that owns and operates various parks (“Parks”) throughout the City for the benefit of the citizens of the City.

WHEREAS, the City has a long-standing history of partnering with local stakeholders to improve the Parks’ features and offerings, as well as the right to determine the name of the Parks and their facilities and to grant certain other sponsorship, promotional, advertising, and similar rights and benefits associated with the Parks and their various facilities and improvements;

WHEREAS, one of the City’s Parks is Jim Barnett Park, which has several pickleball courts as part of its facilities open to the public.

WHEREAS, Sponsor desires an association with the pickleball courts located in Jim Barnett Park, and the City is willing to grant to the Sponsor an exclusive agreement for the right to name (the “Naming Rights”) the pickleball courts in Jim Barnett Park;

WHEREAS,  Sponsor desires to invest Twenty Five Thousand Dollars ($25,000.00) for the Naming Rights of the pickleball courts in Jim Barnett Park on the terms and conditions set forth herein below; and

WHEREAS,  the City recognizes the significant community benefit and value that the citizens of the City will derive from public-private partnerships such as this.

NOW, THEREFORE, FOR AND IN CONSIDERATION of the terms, conditions, covenants, and considerations hereinafter set forth, and the above recitals which are incorporated herein, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties mutually agree as follows:

1. GRANT.  Subject to the terms and conditions of this Agreement, the City hereby grants to Sponsor the exclusive right to name the pickleball courts (“Pickleball Courts”) located in Jim Barnett Park, which includes:

1. Lowry Courts;
2. Christianson Familyland Courts; and
3. Denny Lee Gymnasium.

2. NAME OF PICKLEBALL COURTS.  The name of the Pickleball Courts shall be _______________ (the “Pickleball Courts Name”).

3. SIGNAGE.  Within thirty (30) days following the date of this MOA, the Parties shall, at the Sponsor's expense, develop a sign for use with the Pickleball Court, which may include the Pickleball Court Name, a logo, and/or QR code if desired. The design of the Pickleball Court sign shall be mutually agreed upon by the Parties. After development and approval of the Pickleball Court sign by the Parties, a copy of the Pickleball Court sign shall be attached to this Agreement as Exhibit A and signed by the parties hereto. During the Term, the City shall prominently display the Pickleball Courts Name on signs at mutually agreeable locations at the Pickleball Courts. If any of Sponsor’s original signs are damaged, vandalized, or destroyed, the City shall have the right, without being deemed in breach hereof, to modify the elements and/or substitute others of at least equivalent value (in the aggregate), as such value is determined by the City in its reasonable discretion based upon City's then-applicable rates. The Sponsor shall be responsible for all costs associated with the signage.

4. TERM. This Agreement is effective and enforceable upon execution by the Parties. The term of this Agreement shall be for five (5) years, commencing on the effective date and automatically expiring on such date in 5 years.

5. ANNUAL FEE. As consideration for the Rights granted by the City to Sponsor hereunder, Sponsor will pay to the City each Contract Year an annual fee ("Annual Fee") in accordance with the following schedule:

Contract Year                                                  Annual Fee

1. _______ 1, 2026 - ____ 30, 2027               $5,000

2. _______ 1, 2027 - ____ 30, 2028               $5,000

3. _______ 1, 2028 - ____ 30, 2029               $5,000

4. _______ 1, 2029 - ____ 30, 2030               $5,000

5. _______ 1, 2030 - ____ 30, 2031               $5,000

All Annual Fee payments due hereunder shall be made by Sponsor on the 1^st day April of the Contract Year without demand in immediately available funds of the United States, by wire transfer, certified check, or bank draft, payable to the City at its designated address. Any amounts not paid when due shall accrue interest at the rate of 1.5% per month, and may result in the removal of the Pickleball Courts Name and signs from all locations, without any refund by or liability of the City. The Annual Fee payments, or portions thereof, will be deposited either in the Parks & Recreation Capital Reserve Fund or in the Parks & Recreation Foundation Fund at the City Manager’s, or their designee’s, sole discretion.

6. CITY'S USE OF NAME.  During the Term of this MOA, the City, when making official reference to the Pickleball Courts (including, without limitation, in its contracts, agreements, arrangements, writings, and communications pertaining to the Pickleball Courts, licensees, other users, the media, and others), shall use the Pickleball Courts Name and shall request all parties contracting with City to refer to and designate the Pickleball Courts as aforementioned. This required use and designation of the Pickleball Courts Name shall include, but not be limited to: internet web sites related to the Pickleball Courts or referencing the Pickleball Courts, to the extent controlled by the City; printed materials generated by or on behalf of the City with reference to the Pickleball Courts; advertising by the City which refers to the Pickleball Courts; schedules for Pickleball Courts events; announcements of coming events; printed event schedules and other printed advertising or promotional brochures; and all other formal materials of or relating to the Pickleball Courts. Notwithstanding anything stated herein to the contrary, isolated, inadvertent omissions or non-material errors with regard to the Pickleball Courts Name made by the City or any other party in connection with the Pickleball Courts shall not be deemed a violation of this Agreement, and the City shall not be responsible for any error or omission by third parties.

7. EXCLUSIVE RIGHTS.  Sponsor will have exclusive signage rights with respect to all permanent naming signage within or at the Pickleball Courts, and, except as otherwise expressly provided herein, the City shall not permit any third-party to advertise a name on permanent signage at the Pickleball Courts, unless approved by Sponsor. The City may engage, or permit its licensees, promoters, or other sponsors of events at the Parks and/or Pickleball Courts to engage, third-parties as sponsors or advertisers of: (i) one-time or limited engagement events at the Parks and, in connection therewith, the display of temporary banners, signs and similar event-specific materials and such will not be deemed a violation of the grant of exclusivity provided for herein; and (ii) hospitality and associated promotional announcements at the Parks and/or Pickleball Courts for any person shall also be permitted. The right granted herein includes naming rights of the Pickleball Courts only, and excludes any other marketing, advertising, events, or other commercial solicitation at the Parks and/or Pickleball Courts, unless expressly authorized by the City in writing.

8. LIMITATIONS ON RIGHTS.  All Rights not expressly granted to Sponsor herein are reserved to the City and the Park's various present and future tenants and licensees from time to time. Sponsor hereby acknowledges and agrees that the City shall retain the sole and exclusive right to enter into signage, naming rights, and advertising commitments with other parties and cause additional signage, naming rights, and advertising to be displayed throughout and with respect to the Park, provided only that such signage and advertising does not violate the terms and conditions of this Agreement. 

9. SIGN MAINTENANCE. The Sponsor shall clean and use reasonable efforts to maintain in a state of reasonably good condition and repair all signs identifying the Pickleball Courts or the Sponsor as required by this Agreement after their installation. Sponsor shall repair or replace any dilapidated signs upon the City’s request.

10. SIGN REPLACEMENT. In the event the Sponsor changes its name or logo or desires to replace signs after their initial installation (only to the extent permitted pursuant to this Agreement), Sponsor will be responsible, at its cost and expense, for the design, production, and installation of replacement signs. Once installed, title to any signs or replacement signs will vest with the City. Sponsor will be responsible for all permit fees and expenses associated with approval of new signage.

11. CITY APPROVAL.  The City shall have the absolute right to approve all signage to be furnished by Sponsor hereunder, which approval shall not be unreasonably withheld, delayed, or conditioned.

12. DESTRUCTION OF  PICKLEBALL COURT(S).  If the Pickleball Court(s) is wholly or substantially destroyed or condemned, the City shall determine whether the City shall rebuild the Pickleball Court(s) within a reasonable time. The City shall promptly notify Sponsor of the City's intention in writing. If the City determines it shall rebuild, then the Term shall be extended by an amount of time equal to the time that elapsed between the date of the last event held at the Pickleball Court prior to its destruction and the date of the first event held subsequent thereto, to the extent such period exceeds ninety (90) continuous days. If the City (i) determines it shall not rebuild the Pickleball Court(s) or (ii) does not substantially rebuild the Pickleball Court(s) within eighteen (18) months, then this Agreement shall terminate as of the date of the last event and, if applicable, the City shall refund to Sponsor the unearned portion of any Annual Fee paid, based on the termination date.

13. CESSATION OR INTERRUPTION OF OPERATIONS. Upon the material interruption of use or operation of the Pickleball Courts for more than ninety (90) continuous days, for any reason whatsoever, or no reason (including but not limited due to a force majeure event), the Term shall be extended by an amount of time equal to the period of such interruption. During such period, the payment schedule for any Annual Fees will also cease and resume only upon the date use or operation resumes.

14. CLOSURE OF PICKLEBALL COURTS/PARK. The City retains the right, in City's sole discretion, to permanently close or cease operations of the Pickleball Court(s). Any such closure or cessation of operations shall not be deemed a breach of this Agreement by the City, but the City shall, if applicable, provide Sponsor with a refund of any unearned portion of any Annual Fee paid, based on the actual closing date of the Pickleball Court(s).

15. EFFECT OF EARLY TERMINATION.  Upon termination of this Agreement for any reason prior to or at the end of the Term, the City shall, within a reasonable time not to exceed ninety (90) days, remove or obscure, at its discretion, either the signs bearing the Pickleball Courts Name and/or the signs and use commercially reasonable efforts to remove or replace all other references to the Pickleball Courts contained in all other official City materials and items as soon as practicable; and remove and, at Sponsor's election, either destroy or make available to Sponsor for pick-up all other Sponsor signage then displayed though out the Park. Upon termination, the City shall rename the Pickleball Courts and cease from official reference to the Pickleball Courts by the Pickleball Courts Name. Reference by others to the established name or logo will not be a violation of this Agreement or give rise to any legal or equitable claim or cause of action against either party hereto. The City shall make reasonable efforts to notify parties contracting with the City or its agents to cease and desist from referring to the Pickleball Courts by the Pickleball Courts Name.

16. ASSIGNABILITY AND TRANSFERABILITY: SALE OF RIGHTS.  The rights and obligations created by this Agreement are exclusive to and shall not be transferred or assigned by the Sponsor or the City, except by written agreement by both the Sponsor and City, provided that the City may assign this Agreement and/or its rights or duties hereunder, in whole or in part, for administrative, operational, and/or financing purposes to another entity. The parties agree that the assignee of the City, if such an assignment should be made, shall be able to enforce the provisions of the Agreement pursuant to such assignment without the further consent of Sponsor.  The parties acknowledge and agree that the City may delegate certain or all of its duties in connection with this Agreement. If, during the Term, the City sells, transfers, or conveys the City's interest in the Park or Pickleball Courts, such sale, transfer, or conveyance shall be subject to the rights of Sponsor as contained in this Agreement, and the City shall provide as part of such transaction to a third-party transferee that the transfer assumes the City's rights and obligations herein. Upon such transfer to a third-party transferee, Sponsor shall look to the transferee for performance of the City's duties and obligations under this Agreement, and the City will be fully and completely released from liability to Sponsor under this Agreement.  Sponsor will not assign or transfer this Agreement and/or its rights or duties hereunder (by operation of law or otherwise) without the prior written consent of the City; provided, however, that, if Sponsor is merged into, acquired by, or sells all or substantially all of its assets to, a third party that is financially capable of performing Sponsor's duties and obligations hereunder (as determined by the City in its reasonable discretion), then Sponsor will have the right to assign or transfer this Agreement upon providing written notice to the City and obtaining the City's consent. If Sponsor both assigns its rights and delegates its duties hereunder to a third party or affiliate pursuant to and as permitted by this paragraph and such person agrees in writing to be bound by the provisions hereof, Sponsor will thereupon be released and discharged from any further liability or obligation hereunder.

17. DISCLOSURE.  The Parties acknowledge that the City is subject to the Virginia Freedom of Information Act and acknowledge that this Agreement is a public document and may be produced as required by law.

18. REPRESENTATIONS AND WARRANTIES.  The City hereby represents and warrants to Sponsor as follows:

1. The City is a municipal corporation of the Commonwealth of Virginia.

2. The execution, delivery and performance of this Agreement by or on behalf of the City does not and shall not: (a) violate any provision of the City's organizational documents; (b) violate, conflict with, or result in the breach of any of the terms of any contract, mortgage, bond, indenture, or other instrument, obligation, contract, or agreement to which the City is a party; (c) violate or conflict with any writ, order, judgment, injunction, award, or decree of any court, arbitrator, or governmental or regulatory agency or body by which the City is bound; or (d) violate or conflict with any statute, law, regulation, rule, or ordinance by which the City is bound.

3. The City has the full legal right and power and all authority and approval required to enter into, execute and deliver this Agreement, and perform the transactions and obligations contemplated herein.

4. This Agreement has been duly executed and delivered by or on behalf of the City and constitutes the legal, valid, and binding obligation of the City, enforceable in accordance with its terms (assuming due execution, delivery, and performance by Sponsor) subject, however, to general principles of equity and the rights of creditors generally.

19. SPONSOR'S REPRESENTATIONS AND WARRANTIES. Sponsor hereby represents and warrants to the City as follows:

1. Sponsor is duly organized and validly existing as a Virginia ________, and is authorized to conduct business, under the laws of the Commonwealth of Virginia and has the requisite power and authority to own, lease and operate its assets and properties and to carry on its activities as they are presently being, and as they continue to be, conducted.

2. The execution, delivery and performance of this Agreement by Sponsor does not and will not: (a) violate any provision of its organizational documents; (b) violate, conflict with, or result in the breach of any of the terms of any contract, mortgage, bond, Indenture, or other instrument, obligation, contract, or agreement to which Sponsor is a party; (c) violate or conflict with any writ, order, judgment, injunction, award, or decree of any court, arbitrator, or governmental or regulatory agency or body by which Sponsor is bound; or (d) violate or conflict with any statue, law, regulation, rule, or ordinance by which Sponsor is bound.

3. Sponsor has the full legal right and power and all authority and approval required to enter into, execute and deliver this Agreement and perform the transactions and obligations contemplated herein.

4. This Agreement has been duly executed and delivered and constitutes the legal, valid, and binding obligation of Sponsor, enforceable in accordance with its terms (assuming due execution, delivery, and performance by or on behalf of the City), subject, however, to general principles of equity and the rights of creditors generally.

20. TERMINATION UPON DEFAULT: REMEDIES.  A default shall be deemed to have occurred hereunder if: (a) Sponsor defaults in the making of the payments required to be made by it after the City has given Sponsor at least thirty (30) days written notice under this Agreement and said thirty (30) days have elapsed and such payment remains due and payable; (b) the City or Sponsor defaults in the performance or observance of any other term, covenant, condition, or provision of this Agreement on its part to be performed, such default is of a kind which is curable or remediable within a thirty (30) day period, and such default continues for a period of thirty (30) days after service of written notice of default; (c) the City or Sponsor defaults in the performance or observance of any other term, covenant, condition, or provision of this Agreement, cure is possible, and the curing or remedying of such default requires the doing of work or the taking of action which cannot with due diligence be completed in a thirty (30) day period, such default continues beyond the end of the 30-day period after the service of a notice of default, and such amount of time as is reasonably necessary to cure or remedy such default, taking into account unavoidable delays to do the work required or to compete such other action as is required to cure or remedy the default in question; or (d) there shall be filed against Sponsor in any court pursuant to any federal or state statute, a petition in bankruptcy or insolvency or for reorganization or for the appointment of a receiver or trustee of all or substantially all of Sponsor's property and within one hundred and twenty (120) days of such filing Sponsor fails to secure a discharge of such petition or the dismissal of such proceedings, or files a voluntary petition in bankruptcy or insolvency or for such reorganization or for the appointment of such a receiver or trustee or makes an assignment of the benefit of creditors or petitions for or enters into an arrangement for the benefit of creditors. Within a reasonable time after the occurrence of any default which is continuing, the non-defaulting party shall, if it so elects, have the right to terminate the Agreement upon giving the defaulting party notice of intention to terminate the Agreement and all rights of the defaulting party thereunder and, upon the effective date of such termination specified in such notice (which shall be not less than 10 days after the giving of such notice), the Term shall end as fully and completely as if that were the date herein fixed for the expiration of the Term.  In the event of a material beach by either party of any of the terms, covenants, conditions, or provisions hereof, the non-breaching party shall have the right to apply for an injunction to restrain the same or invoke any other remedy allowed by law or in equity, including, without limitation, the right to money damages, as if specific remedies, indemnity, or reimbursement were not herein provided for. Without limiting such remedies available to the City, in the event Sponsor defaults or terminates this Agreement before the end of the Term, which default or termination is not otherwise cured, the City shall have the right to accelerate the remaining amounts due by Sponsor for all of the Contract Years remaining under the Term of this Agreement, and, in such event, they shall be immediately due and payable by Sponsor to the City. The rights and remedies given to the non-defaulting party in this Agreement are distinct, separate, and cumulative remedies, and no one of them, whether exercised by the non-defaulting party, shall be deemed to be in exclusion of any of the others provided herein or by equity.

21. INDEMNIFICATION.  Sponsor agrees to and hereby does indemnify, defend and hold harmless the City and its respective elected or appointed officials, directors, officers, employees, and agents, of and from any and all losses resulting from a third party claim made against Sponsor, the City and its respective elected or appointed officials, directors, officers, employees, and agents, resulting from (i) any breach or failure of performance hereunder by Sponsor or any officer, director, agent, subcontractor or employee thereof; (ii) any negligence or willful misconduct on the part of Sponsor or any officer, director, agent, subcontractor, employee, guest or invited thereof; and (iii) the content and/or use of the name and/or signage which Sponsor furnishes for use pursuant to this Agreement. The provision of this Section shall survive any termination of this Agreement.

22. COMPLIANCE WITH LAWS AND REGULATIONS.  Sponsor agrees to and will comply with all applicable federal, state, and local laws, ordinances, and regulations, including, but not limited to all applicable zoning and permit requirements, licensing requirements, environmental regulations, and OSHA regulations ("Applicable Laws"). All signs must comply with Applicable Laws.  

23. GOVERNING LAW: JURISDICTION. This Agreement and all matters or issues incident hereto shall be governed by and construed under and in accordance with the laws of the Commonwealth of Virginia, without regard to principles of conflicts of law. Venue for resolution of all disputes arising hereunder shall be in the Circuit Court of the City of Winchester, Virginia.

24. ENTIRE AGREEMENT. This Agreement and its Exhibit constitute the final, complete and exclusive written expression of the intent of the parties with respect to the subject matter hereof, and supersedes all previous verbal and written communications, representations, agreements, promises or statements, and all contemporaneous verbal communications, representations, agreements, promises or statements.

25. COOPERATION. Each party agrees to cooperate with the other in executing any documents necessary to carry out the intent and purposes of this Agreement.

26. SEVERABILITY. If any term of this Agreement is found to be void or invalid, such invalidity shall not affect the remaining terms of this Agreement, which shall continue in full force and effect. The parties intend that the provisions of this Agreement be enforced to the fullest extent permitted by applicable law. Accordingly, the parties agree that if any provisions are deemed not enforceable, they shall be deemed modified to the extent necessary to make them enforceable.

27. SUCCESSORS. The terms, conditions, provisions, and undertakings of this Agreement shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors and assigns.

28. NOTICES AND ADDRESSES.  All notices required to be given under this Agreement shall be given by personal delivery or by certified or registered mail, or overnight mall, addressed to the proper party to the following addresses, or at such other address as may be subsequently given pursuant to this Section, and shall be deemed given (l) when delivered by personal delivery, (2) three (3) days after deposited in the United States mail, postage prepaid, or (3) one (l) day after depositing, charges prepaid, with an overnight courier:

IF TO SPONSOR:

Sponsor: __________________________________________________________

Address: __________________________________________________________

Attn:    ____________________________________________________________

Tel:      ____________________________________________________________

E-mail:             ____________________________________________________________

IF TO THE CITY:

City Manager

15 N. Cameron St.

Winchester, VA 22601

29. AMENDMENT, MODIFICATION, OR ALTERATION.   No amendment, modification, or alteration of the terms of this Agreement shall be binding unless in writing, dated subsequent to the date hereon and duly executed by the parties hereto.

30. COUNTERPARTS.   This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.

31. HEADINGS ONLY FOR REFERENCE. The titles of sections of this Agreement are for reference purposes only and shall be of no binding effect.

32. STATUS OF PARTIES. The Sponsor and City shall be deemed and construed as independent contractors with respect to one another for all purposes and nothing contained in this Agreement shall be determined to create a partnership or joint venture between the Sponsor and City, and neither party shall have authority to bind the other.

33. WAIVER. The waiver by either party of any default or breach of any of the provisions of this Agreement shall not be deemed a continuing waiver or waiver of any other default or breach of the same or another provision of this Agreement. Any waiver must be in writing and signed by the party against whom enforcement is sought.

34. BINDING EFFECT.  This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

35. EMPLOYEE STATUS.  No agent, servant, or employee of Sponsor or any of its agents or subcontractors will be, under any circumstances, deemed an agent, servant, or employee of the City; and no agent, servant, or employee of the City or any of its agents or subcontractors will be, under any circumstances, deemed an agent, servant, or employee of Sponsor.

36. AUTHORIZATON.  The Common Council of the City of Winchester authorized this Agreement pursuant to an Ordinance adopted by the Common Council at a duly advertised meeting on _________________, 2026.

Signature page to follow

IN WITNESS WHEREOF, the parties have executed this Agreement by their authorized representatives as of the date first written above.

SPONSOR:                             __________________________________

By: ______________________________

Name: ___________________________

Title _____________________________

            CITY:                          THE CITY OF WINCHESTER, VIRGINIA

__________________________________

City Manager

Approved as to Form:

_________________________________

City Attorney

EXHIBIT A

Pickleball Courts Name

Insert Name/Signage:

The foregoing name/signage is hereby agreed to and accepted by the undersigned as the Pickleball Court Name under the terms of that Naming Rights Agreement between ________________ and the City of Winchester, Virginia.

SPONSOR:                             __________________________________

By: ______________________________

Name: ___________________________

Title _____________________________

            CITY:                                      THE CITY OF WINCHESTER, VIRGINIA

__________________________________

City Manager