LYNCHBURG CITY COUNCIL

Agenda Item Summary

MEETING DATE: March 10, 2020 AGENDA ITEM #: 5

CONSENT: REGULAR: X WORK SESSION: CLOSED SESSION:

ACTION: X INFORMATION: (Confidential)

ITEM TITLE: Naming Rights for Lynchburg Baseball Stadium

KEY ELEMENTS:
_X_Economic Development ___Excellent Government __Natural and Built Environment ___Safe Community ___Vibrant Community

RECOMMENDATION: Adopt a Resolution approving the naming of City Stadium (baseball stadium portion) to
Bank of the James Stadium.

SUMMARY: On February 23, 2016 City Council approved a Franchise Agreement between the Lynchburg
Baseball Corp. and the City of Lynchburg for the Lease of City Stadium, Calvin Falwell Field. This Agreement
included a section regarding “Naming Rights” for the Stadium. This section states the following:

Section 24.21. NAMING RIGHTS. The City and the Team may enter into an
agreement to sell the naming rights to the baseball stadium portion of Lynchburg City
Stadium, subject to approval of the Lynchburg City Council. The City and the Team will
share equally in any revenue resulting from the sale of such naming rights and the
City’s portion of that revenue will be placed in the repair, replacement and
maintenance fund described in Section 8.13.

Lynchburg Baseball Corp. and the Bank of the James have negotiated the attached
Sponsorship Agreement noting the following in Sections 1.1.1 and 4.2:

Section 1.1.1: Stadium Signage. The Bank of the James (BOJ) shall have naming rights to the
Stadium entrance. “Bank of the James Stadium”

Section 4.2: Sponsorship Fee. In consideration for the naming rights described in Article I (attached),
the video board and Stadium advertising described in Article II, the BOJ agrees to pay the Club the sum
of Fifty Thousand per year (the "Sponsorship Fee"). The Sponsorship Fee is to be paid Annually
($50,000.00) on January 1st, except during the first year of this Agreement, the payment will be paid
within 30 days of a signed contract.

The Sponsorship Fee schedule for the initial term of this Agreement is as follows:

Year 1: 04/15/2020: $50,000.00

Years 2-6: 01/01/2025: $50,000.00

A total of $300,000 will be paid for naming rights by the Bank of the James.

The cost for the initial signage and its installation will be shared equally between the
Club and the City from the Year 1 revenue noted above.

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PRIOR ACTION(S):

February 23, 2016: City Council approved a ten (10) year franchise agreement between the
Lynchburg Baseball Corp. and the City of Lynchburg for the lease of
City Stadium, Calvin Falwell Field

December 14, 1999: City Council approved the sale of naming rights to Merritt Hutchinson, Inc.
for $50,000 a year for twenty (20) years for a total of $1,000,000

FISCAL IMPACT: Year 1 revenue to be determined based on cost and installation of signage on
the Baseball Stadium front façade.

Beginning in Year 2 of the six-year term of this Agreement, the City will
receive $25,000 a year to be placed in the repair, replacement and maintenance
fund for the Baseball Stadium in the City Stadium Complex.

CONTACT(S): Bonnie Svrcek, City Manager, 434-455-3990

Chris Jones, President/General Manager, Lynchburg Hillcats, 434-428-1144

ATTACHMENT(S):
• Resolution
• Sponsorship Agreement
• Photograph of Proposed Signage

REVIEWED BY: bms

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RESOLUTION: #R-20-022

WHEREAS, Bank of the James and the Lynchburg Baseball Corp. propose to name the Baseball Stadium at
the City Stadium Complex located at 3180 Fort Avenue “Bank of the James Stadium” for six (6) years
beginning March 10, 2020 and continuing through September 30, 2025 under a Sponsorship Agreement; and,

WHEREAS, City Council must approve the naming rights for the Baseball Stadium per the Franchise
Agreement with Lynchburg Baseball Corp;

WHEREAS, upon approval of City Council the Baseball Stadium will be named Bank of the James Stadium
upon adoption of this Resolution through an initial term ending September 30, 2025;

NOW, THEREFORE, BE IT RESOLVED That the Lynchburg City Council hereby approves the Sponsorship
Agreement between the City, Lynchburg Baseball Corp. and the Bank of the James effective upon adoption
and the City Manager is hereby authorized to sign the Sponsorship Agreement and any other documents that
may be necessary to complete the sale of the naming rights.

Adopted:

Certified: ____________________________
Clerk of Council

037R
 SPONSORSHIP AGREEMENT

This Sponsorship Agreement (the "Agreement") is made and entered into as of

____________________, 2020 between the Lynchburg Baseball Corp, (the "Club"), Bank of the
James, (the "BOJ") and the City of Lynchburg, (the “City”). The Club and the BOJ may be
referred to individually as "Party" or collectively as "Parties".

RECITALS

WHEREAS, the Club operates a Minor League Baseball, Class "A" baseball team known
as the "Lynchburg Hillcats" and is currently affiliated with the Cleveland Indians. The Club is
located at 3180 Fort Ave, Lynchburg, Virginia (the "Stadium").

WHEREAS, the Club has offered to provide the BOJ various sponsorship opportunities
with the Club, including but not limited to naming rights, advertising, and marketing.

WHEREAS, the BOJ desires to accept specific sponsorship opportunities as described

herein, including naming rights and stadium advertising.

NOW THEREFORE, in consideration of the mutual covenants and promises set forth
herein, and such other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties agree as follows:

TERMS

Article I
Naming Rights

1.1 Naming Rights. During the effective terms of this Agreement, the BOJ shall have
naming rights to signage at specified locations on the outside of the Stadium and the Club will
provide additional marketing and advertising services as stated under this Article to the BOJ as
described herein. The design of the signage and all logos for the BOJ (collectively the "Logo")
utilized during the performance of this Agreement are to be mutually agreed upon by the Club
and the BOJ.

1.1.1 Stadium Signage. The BOJ shall have naming rights to the Stadium
entrance. “Bank of the James Stadium”

1.1.2 Print and Radio Advertising. The Club will utilize the Logo on all printed
advertising materials as is reasonably feasible. Possible advertising may
include, but is not limited to, advertising purchased by the Club.

1.1.3 Marketing Materials. The Club will utilize the Logo on all Club
marketing materials as is reasonably feasible. Possible materials may
include, but are not limited to, souvenir programs, event tickets made

Sponsorship Agreement Page 1 Club Initials:_____ BOJ Initials:_____

 available to the public, pocket schedules, direct mailers, door hangers,
group brochures, event flyers, e-mails, social media and all print
marketing.

1.1.4 Business Materials. The Club will utilize the Logo on the following Club
business materials: business cards, envelopes, letterhead, fax cover sheet,
job application, sales contracts, printable Team schedule, marketing kits,
event tickets, vouchers, parking passes, game tickets, e-mails, season
ticket holder cards, and in-house flyers.

1.1.5 Website. The Club will reference the BOJ on its website
(www.lynchburg-hillcats.com), specifically on the Club's header/banner
and will highlight the BOJ's community outreach projects within the
website. The Club will also include a hyperlink to the BOJ's website
(www.bankofthejames.bank) within the Club's website.

1.1.6 Stadium Events. The BOJ is entitled to utilize the Stadium to host two (2)
private or public events each calendar year without a rental fee. The
Parties will negotiate the allocation of event costs, including security and
cleanup. Dates are to be mutually agreed upon between the Parties. The
Parties shall coordinate such private or public events with the City’s
Special Events Coordinator to avoid any scheduling conflicts. The City
will not be responsible for any costs associated with the private or public
events noted above.

1.1.7 Use of Club Personnel. The Club will use its best efforts to provide Club
players, front office personnel, and the Club's mascot, Southpaw, at BOJ
promotional events. The specific events and availability shall be mutually
agreed between the Club and the BOJ.

1.1.8 Highway Signs. The City will work with VDOT to change the two (2)
Highway signs at each exit to the stadium and the Stadium directional
street signs to “Bank of the James Stadium and City Stadium

Article II
Video Board and Stadium Advertising

2.1 Video Board and Stadium Advertising. During the effective terms of this
Agreement, the BOJ shall be provided additional recognition and advertising services from the
Club as stated under this Article. Elements to be negotiated yearly.

2.1.1 Premier anchor signage on Club's video scoreboard.

2.1.2 “Official Bank of the Lynchburg Hillcats”

Sponsorship Agreement Page 2 Club Initials:_____ BOJ Initials:_____

 2.1.3 Two (2) 30-second video commercials at each of the Club's games.

2.1.4 Two (2) 8’X16’ Stadium outfield billboards.

2.1.5 One (1) full-page advertisement in the Game Day Magazine (5.75" wide x
8.75" high, camera-ready artwork).

2.1.6 Two (2) 30 Second Radio Ads during game broadcasts and 5 Live Drop
Ins for all 140 games.

2.1.7 Recognition of the BOJ as title sponsor of “Fan Appreciation Night”

2.1.8 Recognition of the BOJ as the primary sponsor of two (2) Club's
giveaways throughout the Club's baseball season. Giveaway to be agreed
upon prior to each season.

2.1.9 Two (2) BOJ "employee nights" per Club season, whereby BOJ
employees will each receive up to four (4) free game tickets, on a first-
come-first-served, best available basis. Proof of employment is required
at the time of redemption. Dates to be mutually agreed upon between the
Parties.

2.1.10 Stadium Skybox. The BOJ is entitled to full use of a Stadium skybox for
half the season. (specifically, 15 Tickets and four (4) parking passes) for
35 Games and specific events held at the Stadium.

2.1.11 Title Sponsor of Little League Nights. The Club and the BOJ will partner
together for promotions regarding Little Leagues, baseball and softball
included, by providing complimentary tickets to youth teams' players and
coaches (approximately 250 tickets per league) to the Club's games and
pre-game, on-field recognition of the youth teams. Each Little League on-
field participant will receive a set of “Thunder Sticks” with the Team’s
and the BOJ’s logo.

2.1.12 Recognition of the BOJ as the sponsor for the Club's “Show Me the
Money” In-game Promotion during all home games.

2.1.13 Exclusive season mini-ticket plan offered to BOJ members and employees
of the BOJ, including its related entities, at discounted rate (rate TBD).

Article III
Additional Terms

4.1 Term. This Agreement, and all rights and obligations hereunder, shall be for a six
(6) year term beginning April 1, 2020 and concluding September 30, 2025.

Sponsorship Agreement Page 3 Club Initials:_____ BOJ Initials:_____

 4.2 Sponsorship Fee. In consideration for the naming rights described in Article I, the
video board and Stadium advertising described in Article II, the BOJ agrees to pay the Club the
sum of Fifty Thousand per year (the "Sponsorship Fee"). The Sponsorship Fee is to be paid
Annually ($50,000.00) on January 1st, except during the first year of this Agreement, the
payment will be paid within 30 days of a signed contract.

The Sponsorship Fee schedule for the initial term of this Agreement is as follows:

Year 1: 04/15/2020: $50,000.00

Years 2-6: 01/01/2025: $50,000.00

Payment by the Bank of the James shall be split with 50% of the annual payment
payable to the Club and 50% payable to the City of Lynchburg as agreed to in
Section 24.21 NAMING RIGHTS of the Agreement between the City and the
Club approved by City Council in February 2016 and noted below.

Section 24.21. NAMING RIGHTS. The City and the

Team may enter into an agreement to sell the naming
rights to the baseball stadium portion of Lynchburg City
Stadium, subject to approval of the Lynchburg City
Council. The City and the Team will share equally in any
revenue resulting from the sale of such naming rights and
the City’s portion of that revenue will be placed in the
repair, replacement and maintenance fund described in
Section 8.13.

Cost for the initial signage and its installation as noted in Section
1.1.1 will be shared equally between the Club and the City from
the Year 1 revenue noted above.

A sign permit from the City is required prior to installation.

The naming rights granted in this agreement do not included the

naming of the football/soccer field within the stadium complex.

4.3 Reciprocal Use of Parties' Name and Logo.

4.3.1 Each Party grants a limited, non-exclusive, non-transferable license to the

other Party to use the other Party's name and logo (collectively "Marks")
in marketing, advertising, and promotional material as is necessary or
reasonable to carry out the terms and intent of this Agreement.

4.3.2 The Parties acknowledge and agree that each respective Party is the owner
of all rights, title, and interest in and to its own Marks and the use by

Sponsorship Agreement Page 4 Club Initials:_____ BOJ Initials:_____

 either Party of the Marks inures to the benefit of the owner-Party. Neither
Party shall retain any right or interest in the other Party's Marks except as
put forth in this Agreement.

4.3.3 Each Party agrees to obtain the owner-Party's written approval prior to any
usage of the owner-Party's Marks. At least ten (10) business days prior to
its intended use, the Party seeking to use the owner-Party's Marks will
submit a reasonable sampling of materials reflecting the intended use of
the Marks to the owner-Party for approval. The owner-Party will use
reasonable and good faith efforts in reviewing the materials and will not
unreasonably withhold or delay its approval.

4.3.4 In no event will either Party make modifications or changes to the owner-
Party's Marks without prior written approval by the owner-Party.

4.3.5 The manner and use shall comply with all Federal and State laws
pertaining to trade names, trademarks, and service marks in force at all
times relevant herein and shall clearly identify the owner-Party's
ownership of the Marks as requested and approved by the owner-Party.

4.3.6 Upon execution of this Agreement, each Party will provide the other Party
an electronic version of its respective Marks in either ".gif" or ".jpeg"
format upon request.

4.4 Non-Assignment. The Parties agree that none of the provisions of this Agreement
shall be assigned to any other person or entity without the prior written consent of the other
Party, said consent being within the other Party's sole and absolute discretion.

4.5 Representations and Warranties of the Club. The Club represents and warrants
that it is duly organized, validly existing and in good legal standing under the laws of the
Commonwealth of Virginia. The Club further represents and warrants that it has all the requisite
power and authority to execute and perform its obligations arising under this Agreement and,
upon full and complete execution by both Parties, this Agreement constitutes its valid, legal and
binding obligation, enforceable against it in accordance with its terms.

4.6 Representations and Warranties of the BOJ. The BOJ represents and warrants
that it has all the requisite power and authority to execute and perform its obligations arising
under this Agreement and, upon full and complete execution by both Parties, this Agreement
constitutes its valid, legal and binding obligation, enforceable against it in accordance with its
terms.

4.7 Indemnification. The performing Party hereby agrees to indemnify, defend, and
hold the other Party harmless against any claim of liability or loss from personal injury or
property damage (including, without limitation, reasonable costs of defense and reasonable
attorneys' fees) resulting from or arising out of the performance of the terms of this Agreement,

Sponsorship Agreement Page 5 Club Initials:_____ BOJ Initials:_____

excepting, however, that such duty to indemnify, defend, and hold harmless shall not apply when
liability or injury is caused by the willful misconduct or negligence of the offending Party.

4.8 Notice. All notices, requests, demands, or other communication permitted or

required by this Agreement shall be in writing and deemed given or made when sent by United
States certified or registered mail, return receipt requested and postage prepaid, or by nationally
recognized overnight courier, delivery fee prepaid, and addressed as follows:

If to the Club: Lynchburg Hillcats

Attn: General Manager
3180 Fort Ave
Lynchburg, Virginia 24501

If to the BOJ: Bank of the James

Attn: Jimmy Davis
828 Main St
Lynchburg, Virginia 24501

The contact information above may change from time to time and the Parties agree to
keep the other Party informed of any changes in their contact information.

4.9 Default. In the event of a default by any Party to this Agreement, the defaulting
Party must be given written notice of the default and a reasonable opportunity to cure the default,
depending on the circumstances and the nature of the default.

4.10 Team Relocation. In the event that the Team relocates or vacates the stadium, the
BOJ will have the right to terminate the contract with no notice.

4.11 Headings. The headings of provisions in this Agreement are for convenience only
and shall not be considered in construing or interpreting any of the terms or provisions herein.

4.12 Governing Law / Venue. This Agreement shall be governed and construed in
accordance with the laws of the Commonwealth of Virginia and subject to the jurisdiction and
venue of the City of Lynchburg, Virginia.

4.13 Attorneys' Fees. If any action at law or in equity, including an action for
declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the
prevailing party will be entitled to its reasonable attorneys' fees, costs and expenses, in addition
to any other relief to which the Party may be entitled.

4.14 Severability. If any portion, provision or part of this Agreement is held,

determined or adjudicated to be invalid, unenforceable, or void for any reason, each such portion,
provision, or part shall be severed from the remaining portions, provisions or parts of this
Agreement and shall not affect the validity or enforceability of such remaining portions,
provisions or parts.

Sponsorship Agreement Page 6 Club Initials:_____ BOJ Initials:_____

 4.15 Waiver. The waiver by any Party of any breach of this Agreement shall not
operate as or be construed to be a waiver by such Party of any subsequent breach.

4.16 Counterparts. This Agreement may be executed in two or more counterparts,

each of which is deemed an original, but all of which taken together shall constitute one and the
same instrument.
4.17 Force Majeure. Each Party shall be excused from performing its obligations
under this Agreement if its performance is delayed or prevented by any event beyond such
Party's reasonable control, including, but not limited to, acts of God, earthquake, fire, explosion,
weather, disease, war, insurrection, civil strife, riots, government actions, or power failure,
provided that such performance shall be executed only to the extent of and during such an event.

4.18 Minor League Baseball Compliance Statement. The Parties hereby acknowledge
and agree that all rights granted under this Agreement are expressly subject to, and must conform
with, all baseball rules and regulations, including, without limitation: (1) all rules, regulations,
constitutions and bylaws of the league of which Club is a member; (2) all rules and regulations
of The National Association of Professional Baseball Leagues, Inc. dba Minor League Baseball,
including the National Association Agreement; (3) the Professional Baseball Agreement; (4) the
Major League Rules; and (5) any rule, regulation, restriction, guideline, resolution or other
requirement issued from time to time by any baseball authority (e.g., the League President, the
NAPBL President, the NAPBL Board of Trustees or the Commissioner of Baseball) including
the NAPBL Gambling Guidelines.

4.19 Integration and Amendment. This Agreement constitutes the entire Agreement
among the Parties with respect to the subject hereof and no amendment, alteration or
modifications of this Agreement shall be valid unless in each instance such amendment,
alteration or modification is expressed in a written instrument duly executed by the Parties.

Sponsorship Agreement Page 7 Club Initials:_____ BOJ Initials:_____

The Parties hereto have executed this Agreement to be effective as of the date first written above.

Dated: , 2020 Lynchburg Baseball Corp.

By:
Christopher Jones, its authorized agent

Dated: , 2020 Bank of the James

By:
Jimmy Davis, its authorized agent

Dated: , 2020 City of Lynchburg

By:
City Manager, its authorized agent

Sponsorship Agreement Page 8 Club Initials:_____ BOJ Initials:_____