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Naming Rights Agreement – Central Winds Pickleball Complex
City of Winter Springs – Advent Health
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NAMING RIGHTS AGREEMENT
CENTRAL WINDS PICKLEBALL COMPLEX
THIS NAMING RIGHTS AGREEMENT (“Agreement”) is made and entered into this
____ day of _______________, 2025 (“Effective Date”), by and between the CITY OF WINTER
SPRINGS, a Florida municipal corporation (“City”) located at 1126 E. State Road 434, Winter
Springs, Florida 32708 and ADVENTIST HEALTH SYSTEM/SUNBELT, INC., a Florida Not
for Profit Corporation d/b/a ADVENTHEALTH ORLANDO (“Advent”) whose principal
address is 900 Hope Way, Altamonte Springs, Florida 32714.
WITNESSETH
WHEREAS, the City owns and operates fourteen tournament pickleball courts and
associated facilities located within a portion of the City’s Central Winds Park, 1000 Central Winds
Drive, Winter Springs, Florida 32708 (the “Pickleball Complex”); and
WHEREAS, the City and Advent desire to enter into an agreement whereby the City will
grant Advent certain temporary naming rights to the Pickleball Complex under the terms and
conditions stated in this Agreement.
NOW THEREFORE, in consideration of the provisions contained in this Agreement, and
other good and valuable consideration in which the parties acknowledge has been received, the
parties agree as follows:
1.0 Incorporation of Recitals. The foregoing recitals are true and correct and by this
reference are fully incorporated into this Agreement.
2.0 Term and Notice of Renewal.
The term of this Agreement shall commence on the Effective Date and continue for a period
of five (5) years unless earlier terminated in accordance with this Agreement. The Parties may
renew this Agreement by mutual written agreement.
3.0 Naming Rights – Pickleball Complex. During the term of this Agreement, the Pickleball
Complex shall be named the “Advent Health Pickleball Complex – Winter Springs,” or such
substantially similar name mutually agreed upon in writing by the Parties. The naming of the
Pickleball Complex may include the respective logos of Advent and the City. The naming rights
granted to Advent hereunder are conditioned upon Advent fulfilling its payment and other
obligations explicitly stated hereunder and not engaging in conduct that is detrimental to the City’s
reputation, and shall include the following:
(a) Advent’s name and logo shall be displayed on court wind screening located at the
Pickleball Complex.
(b) Advent’s name and logo shall be painted and displayed on the main tournament
court at the Pickleball Complex.
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(c) Advent’s name and logo shall be displayed on a minimum of three (3) wayfinding
signs at the Pickleball Complex at locations determined by the City.
(c) Advent’s name and logo shall be mentioned and displayed in connection with
public service announcements and media materials created by the City for tournaments organized
by the City and held at the Pickleball Complex.
(d) Advent’s name and logo shall be displayed on the City’s webpage featuring the
promotion of the Pickleball Complex.
3.1 Advent may request that the City allow other additional marketing material,
including but not limited to small signs containing QR Codes, pole wrappings, informational flyers
or brochures, or similar items, be placed or made available at the Pickleball Complex. Such
material if allowed by the City must not undermine the public nature and purpose of the Pickleball
Complex. The cost of such additional marketing materials shall be borne by Advent. All additional
marketing materials must receive prior written approval from the City before being placed or made
available at the Pickleball Complex. The City’s approval will not be unreasonably withheld.
3.2 The Parties agree to act in good faith to agree upon the exact size, location, and/or
depiction of Advent’s name and logo to be employed by the City in all printed or web-based
content, which depiction shall be designed at Advent’s sole cost and expense.
3.3 Advent hereby grants to the City a limited, non-exclusive license to use Advent’s
name and logo for purpose of communicating Advent’s sponsorship of and naming rights to the
Pickleball Complex. The City may use Advent’s name or logo in marketing efforts online, in print,
on promotional items, and in advertising and signage, in accordance with the naming rights
benefits outlined above.
3.4 The naming rights granted under this Section are limited to the Pickleball Complex
and do not apply to any other portion of Central Winds Park, City facility, or special event.
3.5 The Parties agree that the wind screening and painted name and logo on the main
tournament court will be maintained in good condition less reasonable wear and tear. The wind
screening and painted name and logo will be replaced by the City if the City or Advent believe
they are significantly damaged or the Advent name and logo is significantly faded by player use
of the courts or weather elements.
4.0 Industry Exclusivity – Pickleball Complex; Other Sponsors. During the term of
this Agreement, the City shall not enter into any agreement with a healthcare provider for the
naming rights to a structure or space within the Pickleball Complex. However, nothing under this
Agreement shall limit or prohibit the City from retaining and using other sponsors at the Pickleball
Complex, provided the sponsorship materials from any other sponsors neither interfere with the
display of the naming rights granted to Advent under Section 3.0 herein nor directly compete with
or conflict with Advent’s core business and purpose as a health care provider or brand identity.
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5.0 Consideration – Naming Rights Fee. In exchange for the naming rights
granted under this Agreement, Advent shall pay the City a total sum of ONE HUNDRED
THOUSAND DOLLARS AND 00/100 ($100,000.00) (the “Rights Fee”), plus the reimbursable
expenses described in Section 5.1. Advent shall pay the Rights Fee to the City in five (5) equal
installments of TWENTY THOUSAND DOLLARS AND 00/100 ($20,000.00), due and payable
yearly on the anniversary of the Effective Date. The first installment shall be due and payable to
the City on the Effective Date.
5.1 In addition to the payment of the Rights Fee, Advent shall be responsible for paying
a one-time lump sum expense payment in the amount of TWO THOUSAND DOLLARS AND
00/100 ($2,000.00) to cover the City’s estimated out-of-pocket expenses to be incurred for
installing, maintaining, or replacing the court wind screening, wayfinding signs, and the painting
display on the main tournament court required by Section 3.0. The expense payment shall be due
and payable along with payment of the first installment of the Rights Fee. In addition, Advent shall
be responsible for directly paying for other additional marketing materials provided by Advent that
are allowed by the City under Section 3.0 of this Agreement.
5.2 All payments due the City hereunder shall be remitted to: the City of Winter
Springs, 1126 E. State Road 434, Winter Springs, Florida 32801, Attn: Finance Department.
6.0 Additional Promotional Opportunities. Advent shall, at its sole cost and expense,
have the following additional promotional rights at the Pickleball Complex:
(a) Advent may distribute marketing and promotional materials at special events and
pickleball tournaments.
(b) Advent may provide structures such as benches, picnic tables, or similar, for use as
warm-up and recovery spaces at the Pickleball Complex. The number, type, and installation
of such structures at the Pickleball Complex shall require prior written approval by the City
Manager. Upon placement of any structure at the Pickleball Complex, such structure(s) shall
become the property of the City and be maintained by the City.
(c) Advent may provide seminars, classes, or similar programming at the Pickleball
Complex related to health, mobility, wellness, or similar. Any programming provided by
Advent at the Pickleball Complex shall be approved in writing by the City and memorialized
in a separate Program Agreement executed between Advent and the City, and all
programming shall occur under the terms and conditions provided in the separate Program
Agreement.
7.0 Renegotiation Upon Televised Tournament Play. In the event that the Pickleball
Complex hosts a professional pickleball team or professional tournaments, which result in a
televised match that are or will be broadcast to a national or regional audience, the City shall have
the right to renegotiate the terms of this Agreement to reflect the increased exposure and
promotional value of the naming rights. Renegotiation shall include, but is not limited to, potential
adjustments to the Rights Fee, additional signage or branding opportunities, and expanded
promotional rights for Advent. If the parties are unable to reach an agreement on revised terms
within sixty (60) days of initiating renegotiation, the City may, no later than thirty (30) days
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following the renegotiation period, provide Advent written notice terminating this Agreement
effective on the next anniversary date of the Effective Date.
8.0 Operation and Maintenance of Pickleball Complex. The City will be solely
responsible for operating and maintaining the Pickleball Complex in a condition suitable for public
use. Advent shall refrain from engaging in activities that would interfere with the City’s operation
and maintenance of the Pickleball Complex.
9.0 Damage To The Pickleball Complex. In the event that the Pickleball Complex is
damaged by fire, natural disaster, vandalism, or other unforeseen events, the City shall use
reasonable efforts to repair or restore the complex in a timely manner. If the Pickleball Complex
cannot be reasonably repaired or restored within six (6) months, the Parties shall negotiate in good
faith a prorated refund of the Rights Fee and annual lump-sum expense payment or an alternative
resolution, such as extending the term of the Agreement at no additional cost to Advent. Further,
if the Pickleball Complex is permanently closed or relocated, Advent shall have the right to
terminate this Agreement and receive a pro-rata refund of any prepaid Rights Fee and annual lump-
sum expense payment.
10.0 Default and Remedies.
10.1 If either party fails to perform its obligations under this Agreement and such failure
continues for a period of thirty (30) days after written notice from the non-defaulting party, the
non-defaulting party may terminate this Agreement.
10.2 In the event of termination due to Advent’s default, the City shall have the right to
remove all references to Advent’s name and logo from the Pickleball Complex and remove all
Advent marketing and promotional materials. Further, Advent shall forfeit any paid Rights Fee
and annual lump sum expense payment made to the City pursuant to Section 5.0.
10.3 In the event of termination due to the City’s default, Advent shall be entitled to a
refund of a pro-rata portion of any paid Rights Fee and annual lump sum expense payment made
to the City pursuant to Section 5.0 for the period in which the City was in default. Further, upon
written request made by Advent, the City will also return any promotional and marketing materials
provided by Advent with the exception of any structures provided under Section 6.0(b) which shall
remain the property of the City.
11.0 General Provisions.
11 .1 The parties acknowledge and agree that the City solicits sponsors and advertisers
for City facilities who provide services and/or products to residents of the community and whose
product, message or service is consistent with the mission and values of the City. Additionally, the
City welcomes sponsorship and advertising opportunities that enhance the City’s ability to deliver
an additional source of financial, in-kind and technical assistance for programs, events, projects
and sites from both non-profit and for-profit entities and individuals. The City maintains its
sponsorship and naming rights program as a non-public forum and exercises sole discretion over
who is eligible to become a sponsor, and the level and kind of benefits provided to sponsors
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according to the best interests of the City and the special events that will be scheduled and
conducted by the City.
11 .2 The parties acknowledge and agree that the areas of City owned or leased property,
or portions thereof, that are designated by the City for sponsorship opportunities and certain event
activities are maintained as a non-public forum. The City intends to preserve its rights and
discretion to exercise full editorial control over the placement, content, appearance, and wording
of sponsorship affiliations and messages. The City may make distinctions on the appropriateness
of sponsors based on the subject matter of a potential sponsorship recognition message or
advertisement and reserves the right to revise, reject or omit content. However, the City will not
deny sponsorship opportunities based on Advent’s viewpoint. Advent acknowledges that the City’s
policy is that the City, in its sole discretion and judgement, will not accept sponsorships from any
company, person or organization that is engaged in any of the following activities and/or has a
mission supporting any of the following subject matters: (a) commentary, advocacy, or promotion
of issues, candidates, and campaigns pertaining to political elections; (b) depiction in any form of
profanity or obscenity, or promotion of sexually oriented products, activities, or materials; (c)
promotion of bigotry, prejudice and/or hate; (d) promotion of the sale or use of firearms,
explosives, or other weapons, or glorification of violent acts; and (e) promotion or depiction of
illegal products, or glorification of illegal products, activities, or materials. The parties recognize
that the City’s entering into this Agreement with Advent does not constitute an endorsement of the
Advent or any other sponsor or any of their services and products but said Agreement does imply
an affiliation between the City and Advent. Any proposal, material, or services offered by Advent
at the Pickleball Courts that compromises the public’s perception of the City’s neutrality or its
ability to act in the public interest will be rejected by the City at its sole discretion.
11 .3 This Agreement and the naming rights benefits provided by the City hereunder shall
not be construed or interpreted as the City’s endorsement of Advent’s organization, products, or
services. The City will not make any statements that directly or indirectly advocate or endorse
Advent or any other sponsor organization, products, or services. Materials or communications,
including but not limited to, print, video, internet, broadcast, or display items developed to promote
or communicate the sponsorship using the City’s name, marks, or logo, must have written approval
from the City Manager. The City will neither seek nor accept sponsors that manufacture products
or take positions inconsistent with local, state, or federal law or with City policies, positions, or
resolutions.
11 .4 The Parties acknowledge and agree that during special events held by the City on
City owned or leased property, some portions of City owned or leased property such as roads,
sidewalks and parks, may be considered a traditional, limited or designated public forum under
law. For these areas, the parties acknowledge that the general public may have certain levels of
First Amendment rights to express themselves freely within the parameters of the U.S. and Florida
Constitutions. The City intends to preserve its rights and discretion to exercise control over these
areas to promote an orderly special event and public safety, but the City’s control over and
acceptance of First Amendment activities may be limited and will be governed by constitutional
principles of law. The City does not provide any endorsements, guarantees, or commitments of
any kind to Advent regarding any of these First Amendment activities should they occur during a
special event, even if said activities interfere, conflict, or impede Advent’s benefits provided under
this Agreement.
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12.0 Entire Agreement. This Agreement represents the entire and integrated agreement
between the parties and supersedes all prior negotiations, representations, or agreements, either
oral or written, and all such matters shall be deemed merged into this Agreement.
13.0 Sovereign Immunity. The City intends to avail itself of the benefits of Section
768.28, Florida Statutes and any other statutes and common law governing sovereign immunity to
the fullest extent possible. Neither this provision nor any other provision of this Agreement shall
be construed as a waiver of the City’s right to sovereign immunity under Section 768.28, Florida
Statutes, or other limitations imposed on the City’s potential liability under state or federal law.
Nothing in this Agreement is intended to inure to the benefit of any third party for the purpose of
allowing any claim which would otherwise be barred under the doctrine of sovereign immunity or
by operation of law. This paragraph shall survive termination of this Agreement.
14.0 Insurance. The City requires event and naming rights sponsors to maintain general
liability insurance. As such, for Advent’s naming rights to the Pickleball Courts and performance
under this Agreement, Advent shall purchase and maintain, at its own expense, such general
liability insurance to cover claims for damages because of bodily injury or death of any person or
property damage arising in any way out of their performance under this Agreement including, but
not limited to, Advent’s receipt and exercise of any and all benefits received under this Agreement.
The insurance shall have minimum limits of coverage of $1,000,000.00 per occurrence combined
single limit for bodily injury liability and property damage liability. Advent shall furnish an
insurance certificate naming the City as additional an insured for purposes of the required general
liability insurance to include the expiration date of such coverage. Advent shall be solely
responsible to pay the deductible, if any, relating to any claim made against the insurance
coverages provided under this Agreement. If the City has any objection to the coverage afforded
by or other provision of the insurance required to be purchased and maintained by Advent in
accordance with this paragraph on the basis of its not complying with the Agreement, the City shall
notify Advent in writing thereof within thirty (30) days of the date of delivery of such certificate
to the City. Advent shall continuously maintain such insurance in the amount, type, and quality as
required by this paragraph during the term of this Agreement.
15.0 Indemnification and Hold Harmless.
15.1 Advent agrees to the fullest extent permitted by law, to indemnify and hold
harmless the City and its employees, officers, and attorneys from and against all claims, losses,
damages, personal injuries (including but not limited to death), or liability (including reasonable
attorney’s fees), which directly or indirectly arises out of, or results from Advent’s use of the
naming rights granted hereunder and any act or failure to act of Advent or any person authorized
by Advent related in any way whatsoever to Advent’s performance under this Agreement, except
to the extent caused by the City’s negligence or willful misconduct.
15.2 The indemnification provided above shall obligate Advent to defend at its own
expense or to provide for such defense, at the option of the City, as the case may be, of any and all
claims and liability and all suits and actions of every name and description that may be brought
against the City or its employees, officers, and attorneys which may arise or result from this
Agreement. In all events the City shall be permitted to choose legal counsel of its sole choice, the
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fees for which shall be reasonable and subject to and included with this indemnification provided
herein. This section shall survive termination of this Agreement.
16.0 Non-Liability of City Officials and Employees. No City elected or appointed official
or City employee shall be personally liable to Advent, or any successor in interest, in the event of
a Default or breach by the City of any term or condition of this Agreement. Advent hereby waives
and releases any claim Advent may have against any City elected or appointed officials or City
employees with respect to any default or breach by the City.
17.0 Advent’s Signatory. The undersigned person executing this Agreement on behalf of
Advent hereby represents and warrants that they have the full authority to sign said Agreement for
Advent and to fully bind Advent to the terms and conditions set forth in this Agreement.
18.0 General Miscellaneous Provisions. The following general miscellaneous provisions
shall apply to this Agreement.
18.1 Non-Business Day. In the event that any period of time, as set forth in this
Agreement, expires or any date herein occurs on a Saturday, Sunday, holiday or other non-business
day, then such date shall automatically extend to 5:00 p.m. on the next subsequent business day.
18.2 No Assignment. This Agreement shall not be assigned or transferred unless prior
written consent is granted by the City Commission.
18.3 Further Assurances. From and after the execution of this Agreement, each of the
parties hereto shall fully cooperate with each other and perform any further act(s), execute and
deliver any further documents that may be necessary or desirable in order to carry out the purposes
and intentions of this Agreement.
18.4 Section Reference. Unless the context clearly indicates otherwise, reference in
this Agreement to a whole number section (e.g., 3.0) shall include all related subsections (e.g., 3.1,
3.2, etc.)
18.5 Severability. If a word, sentence, or paragraph herein shall be declared illegal,
unenforceable, or unconstitutional, the said word, sentence, or paragraph shall be severed from
this Agreement, and this Agreement shall be read as if said illegal, unenforceable, or
unconstitutional word, sentence, or paragraph did not exist.
18.6 Governing Law and Venue. This Agreement shall be governed by the law of the
State of Florida. Venue of all disputes shall be properly placed in Seminole County, Florida. The
parties agree that the Agreement was consummated in Seminole County, and the site of the Event
is Seminole County. If any dispute concerning this Agreement arises under Federal law, the venue
will be Orlando, Florida. Any objections to jurisdiction and venue are expressly waived.
18.7 Attorney’s Fees. In the event any litigation or controversy arises out of or in
connection with the parties hereto, each party shall bear their own costs and attorney’s fees.
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18.8 Non-Waiver. No delay or failure by either party to exercise any right under this
Agreement, and no partial or single exercise of that right, shall constitute a waiver of that or any
other rights, unless otherwise expressly provided herein.
18.9 Notices. Any notice, request, instruction, or other document to be given as part of
this Agreement shall be in writing and shall be deemed given under the following circumstances:
when delivered in person; or three (3) business days after being deposited in the United States
Mail, postage prepared, certified or registered; or the next business day after being deposited with
a recognized overnight mail or courier delivery service; or when transmitted by facsimile or
telecopy transmission, with receipt acknowledged upon transmission; and addressed as follows (or
to such other person or at such other addresses, of which any party hereto shall have given written
notice as provided herein):
TO THE CITY: City Manager
City of Winter Springs
1126 East S.R. 434
Winter Springs, FL 32708-2799
(407) 327-5957 (Phone)
(407) 327-6686 (Fax)
TO SPONSOR: ADVENTHEALTH ORLANDO
c/o – AdventHealth Seminole County Marketing
AdventHealth Seminole County Marketing Manager
Meredith Lax, MBA
201 Park Place, Suite 207
Altamonte Springs, FL 32701
(407) 756-8235
18.10 Counterparts. This Agreement may be executed in any number of counterparts,
each of which when so executed and delivered, shall be original; but such counterparts shall
together constitute but one and the same instrument.
18.11 Public Record. It is hereby specifically agreed that any record, document,
computerized information and program, audio or video tape, photograph, or other writing of
Advent related, directly or indirectly, to this Agreement, may be deemed to be a Public Record
whether in the possession or control of the City or Advent. Said record, document, computerized
information and program, audio or video tape, photograph, or other writing of Advent is subject
to the provisions of Chapter 119, Florida Statutes, and may not be destroyed without the specific
written approval of the City. Upon request by the City, Advent shall promptly supply copies of
said public records to the City. All books, cards, registers, receipts, documents, and other papers
in connection with this Agreement shall at any and all reasonable times during the normal business
hours of Advent be open and freely exhibited to the City for the purpose of examination and/or
audit.
IF ADVENT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119,
FLORIDA STATUTES, TO THE ADVENT’S DUTY TO PROVIDE PUBLIC RECORDS
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RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC
RECORDS THE CITY CLERK, AT (407) 327-5955,
CITYCLERKDEPARTMENT@WINTERSPRINGSFL.ORG, 1126 EAST STATE ROAD
434, FLORIDA 32708.
18.12 Interpretation. Both the City and Advent have participated in the drafting of
all parts of this Agreement. As a result, it is the intent of the parties that no portion of this
Agreement shall be interpreted more harshly against either of the parties as the drafter.
18.13 No Joint Venture. This Agreement shall not in any way be deemed to create a
joint venture or principal-agent relationship between Advent and the City.
18.14 No City Representations and Warranties; Success of Naming Rights. Advent
recognizes that the City has made no representations and warranties regarding the success of the
Pickleball Court’s or Advent’s naming rights thereto. Advent agrees and acknowledges that the
City has in no way guaranteed that the Pickleball Courts or Advent’s naming rights thereto will be
successful by any person’s standard and belief of success.
18.15 Dispute Resolution. In the event of any dispute between the parties arising out of
this Agreement, the City and Advent shall use good faith to promptly resolve their disputes
amicably. The parties agree to not commence litigation until attempting to resolve any disputes
through mediation. Each party shall equally split the cost of mediation.
18.16 Amendment of Agreement. Modifications or changes in this Agreement must be
in writing and executed by the parties bound to this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day
and year written above.
CITY OF WINTER SPRINGS, FLORIDA ADVENT HEALTH
By:_________________________ By:__________________________
Kevin Sweet, City Manager Name/Title: ________________________
(Please print)
Date: _______________ Date: _____________
Docusign Envelope ID: 0B425710-6029-4AE6-94D3-2305CA318BC2
9/15/2025
Teresa Mairn
9/17/2025