Saline County Expo Agreement 07-27-2020LEASE AGREEMENT
between
THE CITY OF SALINA, KANSAS AND SALINE COUNTY, KANSAS
for
THE SALINE COUNTY EXPO CENTER
This Lease Agreement is entered into thi s l 1~~y of July 2020 between the CITY OF
SAUNA, KANSAS, a municipal corporation, (the 'City") and the BOARD OF COUNTY
COMMJSSIONERS, SALINE COUNTY, KANSAS (the "County").
Recitals
A. Since 1917 the City has owned what is commonly known as Kenwood Park.
B. ln 1929, the City first leased Kenwood Park to the County for the pwpose of
establishing and maintaining a county-owned and operated free fair (the "Fair ).
C. ln 1959, in conjunction with construction of the 4-H Civic Club building, the City
and County entered a fifty-year lease for the use of Kenwood Park by the County and the Saline
County Fair Association, Inc. ("SCF A") in conducting the Fair (the "1959 Lease").
D. ln 1977, the City and County entered into an Addendum to the 1959 Lease (the
"1977 Lease Addendum ') providing for (i) construction of a convention center, exhibition hall,
and arena originally named the Salina Bicentennial Center (currently the Tony's Pizza Events
Center) and (ii) for County and SCFA use of the Bicentennial Center in conducting the Fair.
E. ln 2009, the City and County entered into a Lease Agreement (the "2009 Lease
Agreement ') for the portions of Kenwood Park identified as the Leased Areas (including the
Exposition Area and Arena Area) and the Authorized Use Areas (including the Arena Staging Area
and the Bicentennial Center Facility) for a term ending August 31 , 2019.
F. ln 2011 , the City and County entered into an agreement that included an
amendment to the 2009 Lease (the ' 2011 Amendment") which provided the County the option to
extend the 2009 Lease for up to four additional terms of one year each, the first of which was
exercised by the County such that the 2009 Lease, as amended by the 2011 Amendment, expires
August 31 , 2020.
G. The County has evaluated and communicated to the City its intended future uses,
associated maintenance objectives, and desire for a long-term lease for that portion of Kenwood
Park commonly known as the Saline County Expo Center for the purposes of conducting (a) the
Fair; (b) other agricultural, livestock, and equestrian expositions; and (c) events suitable for rental
of its multi-purpose buildings on an event-by-event basis.
H. The City has identified and communicated to the County its expectations regarding
needed improvements and ongoing maintenance standards commensurate with a long-term lease
for the County's intended use of the Saline County Expo Center.
The City and the County agree and covenant:
Section 1. Leased Area.
1.1 . Expo Center Site. The City owns Kenwood Park, which includes the land in that
area of Kenwood Park known as the Saline County Expo Center depicted on the attached and
incorporated Exhibit A (the "Expo Center Site"). The County owns the buildings located on the
Expo Center Site (the "Expo Center Buildings '). The Expo Center Site and the Expo Center
Buildings are collectively referred to in this Lease Agreement as the "Expo Center Facilities." The
City leases to the County the Expo Center Site for the County's exclusive use of the Expo Center
Facilities for the purposes of (a) conducting the Fair in conjunction with the SCF A; (b) conducting
other agricultural, livestock, and equestrian related expositions; and (c) renting its multi-purpose
buildings on an event-by-event basis (the "Lease"), all pursuant to the terms of this Lease
Agreement.
1.2. Smoky Hill River Renewal Project. The City and County acknowledge that
planning and design are underway for the City's Smoky Hill River Renewal Project and that final
project design may impact the dimension, configuration, and points of ingress and egress to and
from the existing roadways that define the perimeter of the Expo Center Site. The City agrees to
take into consideration the interests of the County in its operation of the Expo Center Facilities
when ultimately determining final project design and acknowledges the agreed upon design intent
of retaining back-of-curb parking between Kenwood Park Drive and the river channel along the
portion of Kenwood Park Drive that adjoins the Expo Center Site. Subject to the City's
commitment to provide for back-of-curb parking as depicted on Exhibit B, the County
acknowledges and consents to the City's ultimate authority in approving final project design,
including any impacts final project design may have on the Expo Center Facilities, and agrees to
modify its traffic control for the Expo Center Facilities accordingly.
Section 2. Use of TPEC Facility for the Fair.
The City owns the Tony's Pizza Event Center and supporting facilities also depicted on
Exhibit A (the 'TPEC Facility"). Originating with the 1977 Lease Addendum, the opportunity for
and the terms upon which the County and the SCFA have had exclusive use of the TPEC Facility
and parking lot (or any portion thereof) before, during, and after the Fair in further support of Fair
activities occurring at the Rodeo Arena and Expo Center Site have been addressed as lease terms
between the City and the County. The City and County acknowledge and agree that the County
ha's elected to discontinue leasing and maintenance of the Rodeo grounds in support of the Fair
commencing with the 2021 Fair and the opportunity for and the terms upon which the TPEC
Facility may be used in conjunction with the Fair shall be by separate agreement among the City,
the City's contracted operator of the TPEC Facility, and the SCFA.
Section 3. Effective Date and Lease Term.
This Lease Agreement shall be effective upon its execution by both the City and the
County. The Lease as established pursuant to this Lease Agreement shall be for a term of thirty
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years, commencing January 1, 2021 and ending December 31 , 2050 (the "Lease Tenn'), unless
terminated as otherwise provided under the terms of this Lease Agreement. January 151 is
designated as the anniversary date of the Lease (the "Anniversary Date").
Section 4. Extension of 2009 Lease.
The City and the County agree that the 2009 Lease, as amended by the 2011 Amendment,
is extended until December 31 , 2020 (the 'Current Lease") to correspond with commencement
of the Lease Tenn.
Section 5. Arena and Arena Staging Areas.
5.1. Future Use. The City and County acknowledge and agree that upon the December
31 , 2020 expiration of the Current Lease: (a) the County is electing to relinquish its rights under
the Current Lease to the Arena Area and the Arena Staging Area as those areas were identified
under the Current Lease; (b) the City will have no obligation to maintain the Arena Area or the
Arena Staging Area for their current uses and in their current configuration; and (c) the City may
demolish or sell as surplus material what is commonly known as the Tri-Rivers Stadium as well
as any other remaining site improvements.
5.2. County Personal Property. The perimeter chain-link fence surrounding the Arena
Area and the Arena Staging Area shall remain in place following the December 31 , 2020 expiration
of the Current Lease. The County agrees to remove its personal property from the Arena Area and
the Arena Staging Area promptly following the December 31 , 2020 expiration of the Current
Lease. The County 's personal property includes aluminum bleachers, portable livestock fencing
and panels, and any other items of personal property identified by agreement of the city manager
and county administrator. The City may proceed with removal and disposition of any of the
County's personal property not removed from the Arena Area and Arena Staging Area within 30
days after the December 31 , 2020 expiration of the Current Lease.
Section 6. Itemization of Maintenance and Improvements.
6.1. Itemization and Completion Schedule. The City and County have mutually
identified an agreed upon an itemization of maintenance and minimum improvements to the Expo
Center attached and incorporated as Exhibit C (the "M&l ltems"). As partial consideration for this
Lease Agreement, the County agrees to pay for and diligently pursue completion of the M&l Items,
along with any additional improvements the County chooses to make, in accordance with the
requirements of Exhibit C and in a good and workmanlike manner using only quality materials,
commencing upon execution of this Lease Agreement and proceeding on a schedule that will
assure completion of all M&I Items by the deadline of December 31 , 2025.
6.2. Clarifications. The City and County agree upon the following clarifications of the
listed M&l Items.
6.2.1. "Alternate all-weather driving surface" means materials such as gravel, rock, chat,
asphalt millings or other mutually agreed upon materials installed in sufficient locations and of
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sufficient depth and stability such that all driving surfaces throughout the site are trafficable in
inclement weather conditions without difficulty, damage, deflection, rutting, or tracking of
materials off of the site and onto adjoining roadways.
6.2.2. "Traffic control" means:
(a) Development of a site circulation plan.
(b) Limitation of number and location of site access points in general, in compliance with
City code requirements, and in keeping with any applicable standard roadway design
guidance (possible sources include but are not limited to Manual of Uniform Traffic
Control Devices "MUTCD ' and American Association of State Highway and
Transportation Officials "AASHTO") in order to reduce and/or control points of traffic
interaction with the adjoining roadway in general and particularly near intersections
and nearby drives and entrances.
(c) Limitation of the width of drive entrances in compliance with City code requirements
and to recommended widths relying upon standard design guidance (again, possible
sources include but are not limited to MUTCD and AASHTO) and accounting for the
turning radii of vehicles likely to utilize the site.
( d) Directional signage and physical bollards and barriers to reduce traffic conflicts on the
site and to prevent damage to buildings and improvements by vehicles as they travel
and park on the site.
6.3. Code Compliance. The County agrees to comply with all applicable building codes,
obtain required building permits, and undergo all associated code-based regulatory inspections
when completing the M&I Items.
6.4. Notice, Inspection, and Approval of M&l Items. Separate and distinct from code-
based regulatory inspection requirements, the County agrees to notify the City at stages of its
completion of individual or logical groupings of the M&I Items. The City will promptly inspect
the subject M&I items and will either notify the County that the subject items have been completed
in accordance with Section 6.1 or provide the County with a description of any deficiencies. That
process will be repeated until all M&I Items have been completed and approved by the City on or
before December 3 J, 2025.
6.5. Dispute Resolution. If the City and County disagree as to whether any of the M&I
items have been completed in accordance with Section 6.1, the following representatives of the
City and County shall meet in public session to conduct good faith discussions toward resolution
of any disagreement:
(a) On behalf of the City: mayor, vice mayor, and city manager.
(b) On behalf of the County: board of commissioners chair, board of commissioners
vice chair, and county administrator.
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6.6. Failure to Complete. Failure by the County to complete the M&I Items with the
approval of the City by no later than December 31 , 2025 shall, without further notice, be an event
of default under Section 16 ofthis Lease Agreement (and, consequently, grounds for termination
ofthis Lease at the discretion of the City).
6.7. Additional Buildings or Exterior Improvements. The County may, at its expense,
make additional improvements to the Expo Center Facilities. The construction or installation of
new facilities or the expansion of existing facilities by the County shall be subject to the following
conditions precedent:
(a) The use of the proposed new or expanded facility is approved by the City as being
consistent with the County's authorized use of the Expo Center Facilities under the
Lease.
(b) Detailed plans for the proposed new or expanded facility as submitted by the
County to the City are approved by the City as owner of the Expo Center Site (not
in the City's regulatory role), which approval shall not be unreasonably withheld.
(c) The design and exterior finish of the proposed new or expanded facility are
determined by the City to be aesthetically compatible with existing Expo Center
Facilities.
(d) The proposed new or expanded facility is constructed or installed by the County
strictly in accordance with the plans as approved by the City.
6.8. Removal or Demolition of Expo Center Buildings other than Agricultural Hall. The
County may, at its expense, remove or demolish any of the Expo Center Buildings other than
Agricultural Hall, subject to the County:
(a) Applying for and obtaining written pre-approval by the City of a detailed removal
or demolition and site restoration plan and schedule; and
(b) Completing the removal or demolition and site restoration in compliance with the
approved plan and schedule.
The County shall be responsible for compliance with and the cost of all regulatory and permitting
requirements associated with the removal or demolition of any Expo Center Building.
6.9. Removal or Demolition of Agricultural Hall. Regarding the removal or demolition
of Agricultural Hall, the City and County acknowledge and agree:
(a) Agricultural Hall is the only remaining building from among the group of buildings
designed by C.W. Shaver and constructed by the County in 1931 and identified as
the "Kenwood Park Complex-1931 "in the Salina, Kansas Historic Resources
Survey Part II, published June 30, 1985 (the "Survey").
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(b) Kenwood Park Complex-193 l was identified as a significant resource in the
Survey and is, therefore, a "significant resource" as defined under Salina Code
Section 42-469. l by the incorporation by reference of those properties identified as
significant resources in the Survey.
(c) As the only remaining building from among the buildings identified as the
Kenwood Park Complex-193 I, Agricultural Hall is a "significant resource" as
defined under Salina Code Section 42-469.1 and its removal or demolition is,
therefore, subject to the current requirements of Salina Code Sections 42-469.4
through 469.8 or as they may be amended.
(d) The County may, at its expense, remove or demolish Agricultural Hall, subject to
the County meeting (i) the then applicable requirements of Salina Code and (ii) the
requirements set forth in Section 6.8 above.
Section 7. Ongoing Maintenance and Repair.
7. I. Acknowledgment of Consideration. The City and County acknowledge that the
City's willingness to enter into a Lease Term of 30 years at the request of the County was
substantially induced by the County's commitment to complete the M&I Items and to be solely
responsible for maintaining and repairing the Expo Center Facilities in accordance with the
standards and covenants set forth in this Lease Agreement throughout the entire Lease Term.
7.2. County's Maintenance and Repair Obligations. The County agrees to:
(a) General site maintenance. Maintain the Expo Center Facilities in a neat, clean,
sanitary, and orderly condition, free of accumulations of dirt, rubbish, snow, ice,
and unlawful obstructions.
(b) Required by law or insurance policies. Maintain the Expo Center Facilities in a
condition conforming to the requirements of all applicable statutes, ordinances,
regulations, and other requirements of any governmental authority, and the
requirements of all policies of insurance maintained in force on or with respect to
the Expo Center Facilities pursuant to this Lease Agreement.
(c) Building interiors. Maintain all Expo Center Building interiors, fixtures,
equipment, and systems now or hereafter existing on the Expo Center Site in safe
and functional condition and repair.
(d) Building exteriors. Maintain all Expo Center Building exteriors and exterior
improvements in at least as good order, condition, and repair as constructed or
completed by the County in accordance with the M&I Items, such that the building
exteriors and exterior improvements are always at least equal in appearance,
aesthetics, quality, and workmanship to the requirements or depictions of the M&l
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Items, taking into consideration normal aging and fading of exterior surfaces
between industry-recommended intervals of exterior treatment.
7.3. Inspections. The City and County shall conduct a joint inspection of the Expo
Center Facilities annually for the purpose of evaluating the County's compliance with this Section
7. The City reserves the right to initiate additional joint inspections upon reasonable notice to the
County. A joint inspection shall include City and County resource staff and:
(a) On behalf of the City: mayor, vice mayor, and city manager.
(b) On behalf of the County: board of commissioners chair, board of commissioners
vice chair, and county administrator.
7.4. Deficiencies; Meet and Confer. If, based upon a JOmt inspection, the City
determines that buildings, improvements, fixtures, equipment, or systems now or hereafter existing
as part of the Expo Center Facilities are not being maintained as required under Section 7 .2, the
City may provide written notice to the County describing the alleged deficiencies and requesting
the opportunity for the representatives of the City and the County designated in Section 7 .3 to
promptly meet and confer in a public session to conduct good faith discussions toward resolution
of any matters regarding the alleged deficiencies and, if deficiencies are determined to exist, the
work required to cure the deficiencies and a schedule for completion of the necessary work by the
County.
7.5 . Binding Resolution by Independent Third Party. If the County is unwilling to meet
and confer or if the City and the County are unable to reach agreement on any of the points of
discussion addressed in the meet and confer process described in Section 7.4, the City may
designate a person independent of either the City or the County (the "Independent Third Party')
to evaluate and determine the following matters:
(a) Whether the County is in compliance with its maintenance obligations under Section
7.2;
(b) If not, what work by the County is required for the County to come into compliance;
(c) If work by the County is required, a schedule and related deadline or deadlines for
completion of the work required to come into compliance; and
(d) Any other determinations required to carry out the intent of resolving any
disagreements between the City and the County regarding the County's compliance
with its maintenance obligations under Section 7.2.
The Independent Third Party shall conduct a public session during which the City and the County
shall have opportunity to present any information relevant to the matters to be determined by the
Independent Third Party. The Independent Third Party shall prepare a written report addressing
in detail his or her findings and conclusions in relation to the matters to be determined. The
determinations of the Independent Third Party shall be binding upon both the City and the County.
The City shall be responsible for the cost of the work of the Independent Third Party.
7.6. Event of Default. Failure by the County to either perform agreements reached
between the City and the County under the meet and confer process described in Section 7.4 or to
comply with the determinations of the Independent Third Party shall, without further notice,
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constitute an event of default under this Lease Agreement, and the City shall have, in its sole
discretion, and in addition to any and all other cumulative rights and remedies provided in this
Lease Agreement or otherwise available at law or in equity, the right to: (a) terminate the Lease;
and (b) pursue an injunction or other legal proceeding to enforce and compel the performance of
the duties and obligations set forth in this Lease Agreement.
Section 8. Use of Premises.
8.1. No Change of Use. The County shall not change the current use of the Expo Center
Facilities as anticipated by this Lease Agreement.
8.2. No Subleasing. The County shall not have the right to sublet the Expo Center
Facilities or any part thereof, other than the short term, event-based rental of the Expo Center
Facilities as provided in Section 1 above.
8.3. Namfog Rights. The County may propose the potential naming of specific Expo
Center Facilities and the Saline County Expo Center to be in effect no longer than the remainder
of the Lease Term, subject to the City's approval based upon its then current naming guidelines
for the City's municipal facilities (currently Resolution No. 17-7481 ), which approval shall not be
unreasonably withheld.
Section 9. Compliance with Law and Licensing Requirements.
The County shall comply with all applicable laws, ordinances and regulations applicable
to its use and operation of the Expo Center Facilities. The County shall be responsible for assuring
compliance with applicable law and licensing requirements relating to events occurring at the Expo
Center Facilities involving the sale, service, or consumption of alcoholic liquor or cereal malt
beverage.
Section 10. Non-Liability of City.
The County shall be in exclusive possession and control of the Expo Center Facilities under
the Lease. The City shall not be liable for any injury to any person on or about the Expo Center
Facilities, damage to any property on or about the Expo Center Facilities, or damage to the Expo
Center Facilities.
Section 11. Indemnification.
For purposes of this Section, the meaning of the term "employee" is as defined by the Kansas tort
claims act, as amended. The County shall defend, indemnify and hold harmless the City and its
employees from and against all claims, costs, expenses (including reasonable attorney's fees),
demands, judgments and causes of action for personal injury, death, and/or damage to property
arising out the County's use of the Expo Center Facilities, except to the extent to which such
claims, costs, expenses, demands, judgments and causes of action arise from the negligent acts or
omissions (or whatever standard of conduct may be applicable to the City's acts or omissions under
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the Kansas tort claims act, as amended, including, but not limited to, gross and wanton negligence
pursuant to recreational use immunity) or intentional misconduct of employees of the City.
Section 12. Insurance.
12.1. General Public Liability Insurance. The County agrees to procure and maintain
comprehensive general public liability insurance covering its use and operation of the Expo Center
Facility and its temporary use of the TPEC Facility for purposes of conducting the Fair, with limits
of not less than the maximum liability for claims which could be asserted against the County for
any number of claims arising out of a single occurrence or accident under the Kansas tort claims
act, as it now exists or may hereafter be amended.
12.2. Physical Property Damage Insurance. The County agrees to procure and maintain
physical property damage insurance covering the Expo Center Buildings against loss or damage
by such perils and at such levels of coverage as are consistent with the County's overall program
for insuring its buildings and facilities. In the event of a covered loss, the County agrees to utilize
the insurance proceeds to either promptly restore or demolish the damaged Expo Center Building
in compliance with Sections 6.8 and 6.9.
12.3 General Requirements. The County shall deliver to the City insurance certificates
for the insurance described in this Section upon execution of this Lease Agreement and upon the
County's annual renewal of such insurance. The County shall immediately inform the City upon
the County's receipt of a notice of cancellation of such insurance and take all steps necessary to
avoid an interruption in coverage.
Section 13. Taxes and Liens.
During the Lease Term, the County agrees to:
(a) Pay all real estate taxes and assessments which may be levied against any part of
the Expo Center Facilities.
(b) Pay when due all fees, assessments, charges, and taxes of any kind that may now
or hereafter be imposed upon the Expo Center Facilities or their use.
(c) Keep the Expo Center Facilities free and clear of all levies, liens and encumbrances
prompted by use of or improvements to the Expo Center Facilities.
Section 14. Utilities.
During the Lease Term, the County agrees to contract for and pay for all utilities utilized
in its use and operation of the Expo Center Facilities.
Section 15. Discretionary Termination by County.
The County may, at its discretion, terminate the Lease effective as of 12:00 midnight on
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December 3151 immediately prior to any Anniversary Date occurring on or after January 1, 2027,
(the ' County Tennination Date"), subject to fulfillment of the following conditions precedent:
(a) The County must provide the City with written notice of its intent to terminate the
Lease on or before December 31 51 one year prior to the County Termination Date.
(b) The written notice of intent to terminate must include assurances by the County that
no reservations exist as of the date of the notice of intent to terminate nor will any
reservations exist as of the County Termination Date for any use of any portion the
Expo Center Facilities beyond the County Termination Date and that the County
agrees to indemnify and hold the City harmJess for any claims by any party
determined to have a County-authorized reservation for use of any portion of the
Expo Center Facilities beyond the County Termination Date.
(c) Upon the City's receipt of the County's notice of intent to terminate, the City and
County shall arrange for a joint inspection of the Expo Center Facilities to
determine whether the condition of the Expo Center Facilities meets the
requirements of Section 7 .2 above. If not, the City and County agree to undergo
the process set forth in Section 7 above to the extent necessary to assure that any
work required for the Expo Center Facilities to meet the requirements of Section
7 .2 is performed prior to the County Termination Date, at the expense of the
County.
( d) As close to the County Termination Date as feasible, the City and the County agree
to jointly inspect the Expo Center Facilities to confirm that the condition of the
Expo Center Facilities continues to meet the requirements of Section 7.2 above. If
not, the City and County agree to undergo the process set forth in Section 7 above
to the extent necessary to assure that any work required for the Expo Center to meet
the requirements of Section 7 .2 is performed prior to the County Termination Date
or as soon thereafter as possible.
Section 16. Default by City or County.
In addition to the remedies provided under the tenns of Section 7 of this Lease Agreement
relating to the County's obligation of ongoing maintenance and repair of the Expo Center
Facilities, if either the City or the County takes the position that the other party is deficient in its
performance of any provision of this Lease Agreement, either the City or the County (the
''Notifying Party") may provide written notice to the other (the "Receiving Party") describing the
alleged deficiency and requesting the opportunity for the representatives of the City and the County
designated in Section 7.3 to promptly meet and confer in a public session to conduct good faith
discussions toward resolution of any disagreement regarding the alleged deficiency and, if a
deficiency is determined to exist, what is required to cure the deficiency and a schedule for
completion of the necessary cure. If the City and the County are unable to agree on any of those
points of discussion or if the Receiving Party does not complete the cure according to the agreed
upon schedule, the Notifying Party may provide written notice to the Receiving party that the
deficiency must be cured within 60 days. If, however, the deficiency cannot reasonably be cured
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within such 60 day period, then the period of time afforded the Receiving Party may be extended
in writing, at the discretion of the Notifying Party, for one or more specified period of days, so
long as the Receiving Party is diligently and continuously attempting to cure the deficiency.
Failure by the Receiving Party to cure the deficiency by the end of the applicable cure period shall
constitute an event of default under this Lease Agreement, and the Notifying Party shall have, in
its sole discretion, and in addition to any and all other cumulative rights and remedies provided in
this Lease Agreement or otheiwise available at law or in equity, the right to: (a) terminate the
Lease; and (b) pursue an injunction or other legal proceeding to enforce and compel the
performance of the duties and obligations set forth in this Lease Agreement.
Section 17. Surrender of Possession Upon Termination Pursuant to Section 7 or 16.
Upon termination of the Lease pursuant to either Section 7 or 16, the County shall:
(a) Peaceably and quietly surrender and deliver possession of the Expo Center
Facilities to ·the City.
(b) Deliver possession of the Expo Center Facilities in a condition meeting the
requirements of Section 7.2 above, except and only to the extent the County 's
failure to perform under Section 7 .2 above was the basis for termination of the
Lease. In anticipation of the termination date, the City and the County shall jointly
inspect the Expo Center Facilities to confirm that the condition of the Expo Center
Facilities meets the requirements of Section 7.2 above. If not, the City and County
shall undergo the process set forth in Section 7 above to the extent necessary to
assure that any work required for the Expo Center Facilities to meet the
requirements of Section 7.2 is performed prior to the termination date or as soon
thereafter as possible.
( c) Account to the City for all existing reservations and deposits for use of the Expo
Center Facilities after the termination date and transfer the deposits to the City.
( d) Timely exercise any right it may choose to exercise pursuant to Section 19 below
regarding removal of any Expo Center Buildings; however, if the reservation
schedule renders impractical the removal of a specific building or buildings within
the six-month removal period allowed under Section 19, the County may submit
the reservation schedule and request an extension of the six-month removal period.
Section 18. Surrender of Possession Upon Expiration of the Lease Term.
Upon expiration of the Lease Term, the County shall:
(a) Peaceably and quietly surrender and deliver possession of the Expo Center
Facilities to the City.
(b) Deliver possession of the Expo Center Facilities in a condition meeting the
requirements of Section 7 .2 above. As close to the expiration date as feasible, the
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City and the County agree to jointly inspect the Expo Center Facilities to confirm
that the condition of the Expo Center Facilities meets the requirements of Section
7.2 above. If not, the City and County agree to undergo the process set forth in
Section 7 above to the extent necessary to assure that any work required for the
Expo Center Facilitie to meet the requirements of Section 7.2 is performed prior
to the expiration date or as soon thereafter as possible.
(c) Deliver possession of the Expo Center Facilities free of all future rental
reservations. The County agrees to indemnify and hold the City harmless for any
claims by any party determined to have a County-authorized reservation for use of
any portion of the Expo Center Facilities beyond expiration of the Lease Term.
(d) Timely exercise any right it may choose to exercise pursuant to Section 19 below
regarding removal of any Expo Center Buildings.
Section 19. Removal of Expo Center Buildings.
19.1 Removal. Within the six consecutive months immediately following the date of
expiration or termination of the Lease, the County may remove any or all existing and future Expo
Center Buildings, subject to the County:
(a) Meeting the requirements set forth in Section 6.9 in the case of Agricultural Hall;
and
(b) Properly restoring and grading the site of any removed building in a manner
approved and accepted by the City.
19.2. Regulatory Requirements. The County shall be responsible for compliance with
and the cost of all regulatory and permitting requirements associated with the removal or
demolition of any Expo Center Building.
19.3 Ownership. The County shall retain ownership of any timely removed building.
The County agrees to convey ownership of any Expo Center Buildings it elects not to remove
within the allowed six-month removal period by a bill of sale from the County to the City. The
County shall deliver the bill of sale to the City for no additional consideration on or before
expiration of the allowed six-month removal period. Any Expo Center Building which has not
been removed within the allowed six-month removal period and the ownership of which has not
been conveyed by bill of sale from the County to the City on or before expiration of the allowed
six-month removal period shall be deemed to be the property of the City.
Section 20. General Provisions.
20.1 . Inspections. ln addition to the inspections specifically addressed in this Lease
Agreement, the City reserves the right to enter the Expo Center Facilities with proper advance
notice and at reasonable and proper times for the purpose of inspecting the Expo Center Facilities.
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20.2. Surviving Terms. Any terms of this Lease Agreement relating to the enforcement
of its terms shall survive beyond the date of expiration or termination of the Lease to the extent
necessary to carry out the original intent of the parties.
20.3. Not a Partnership. It is agreed that the relationship between the City and County
established by this Lease Agreement is one of lease and not of partnership, and that the City shall
not become responsible for any debts contracted by the County.
20.4. No Assignment of Lease. Due to the unique circumstances of the parties and the
subject of the Lease, this Lease Agreement shall not be assignable, in whole or in part, by either
the City or the County.
20.5. Merger. The parties intend these terms to be a complete, conclusive and final
expression of al the conditions of their agreement. Except for the Current Lease, no other
promises, statements, warranties, agreements or understandings, oral or written, made before or at
the signing thereof, shall be binding.
20.6. Amendments. Any amendment to this Lease Agreement, including an oral
modification supported by new consideration, must be reduced to writing and signed by both
parties before it will be effective.
20.7. Paragraph Headings. The title to the paragraphs of this Lease Agreement are solely
for the convenience of the parties and shall not be used to explain, modify, simplify, or aid in the
interpretation of this Agreement.
20.8. Counterparts. This Lease Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, or in multiple originals, and all such
counterparts or originals shall for all purposes constitute one agreement.
20.9. Waiver. No waiver by either party of any default hereunder shall operate as a
waiver of any other default.
20.10. Severability. If a court of competent jurisdiction determines any provision of this
Lease Agreement to be contrary to law, the remaining provisions of this Lease Agreement shall
remain in full force and effect.
20.11. Notices. Any notice to either party shall be sufficient if hand-delivered or mailed
by registered United States mail, postage prepaid, at the following addresses:
City of Salina, Kansas
c/o City Clerk
P.O. Box 736
Salina, Kansas 67402-0736
13
Saline County, Kansas
d o County Clerk
P.O. Box 5040
Salina, Kansas 67402-5040
20.12. Governing Law. This Lease Agreement shall be governed by the laws of the State
of Kansas.
20.13 . Interpretation. This Lease Agreement shall be interpreted according to its fair
meaning, and not in favor of or against either party.
20.14. Binding Effect. This Lease Agreement shall be binding upon and inure to the
benefit of the parties.
IN WITNESS WHEREOF, the authorized representatives of the parties have executed this
Lease Agreement on the day and year stated.
ATIEST:
By: ~~)tJ..U:'
Shandi Wicks, CMC, City Clerk
ATIEST:
By:
e. R .. Doss, MCC, FIO
ster County Clerk ,,,,, .... ,,, ,,,,~\ £. c 0 ,,,,,, , .. , .... \\' .......... UA1:.,,
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14
CITY OF SALINA, KANSAS
By:
Date:
BOARD OF COUNTY COMMISSIONERS
SALINE C UNTY, SAS
By:
obert H. Vidricksen, II, Chairman
Date: July~, 2020
Exhibit A to the 2020 Saline County Expo Center
Lease Agreement
EXHIBITS
'· \-....
River Renewal -Conceptual Layout
ADA Compliant Ramps
Overall
EXHIBIT C
MAINTENANCE & MINIMUM IMPROVEMENT ITEMS
Development of a campus-wide color scheme that will be complimentary of site masonry and
neighboring properties
Installation of entry and exit signs to improve traffic control
Reduced entrance points with the removal of the southwest entrance
landscaping to create softened site edge and perimeter improvements
Campus driving surfaces will remain gravel. Installation of the new concrete aprons, curb cuts,
and extended concrete pavement near Kenwood Hall and the Loading Dock will reduce the
amount of gravel areas and improve drainage
In addition to specific bollard locations as noted below, continuously evaluate site circulation for
potential drive block or bollard installation to respond to/prevent building damage from vehicles
Kenwood Hall
Eight windows on the North and South side of the building will be covered with at least 26 gauge
metal siding
Damaged siding on the Southwest corner and Southeast corner will be repaired.
New overhead door and walk-in door will be installed on the West side. Brand of doors to be
determined by the County.
Remove shingled roof and replace with at least 26 gauge metal standing seam
Building exterior is to be painted with selected color from campus-wide color scheme
Concrete pavement to be installed on the North Side to address repairs to erosion and erosion
control
Installation of bollards or other type of parking control devices near the overhead door and at
the corners of the building
4-H Building
Windows on the North and South side of the building will be covered with at least a 24 gauge
metal panel
Removal of flagpole on the roof
Building exterior is to be painted with selected color from campus-wide color scheme
Concrete sidewalk installed near road
Masonry retaining wall installed on Northwest side of the building to address repairs to erosion
and erosion control
Power wash brick on the exterior of the building to address mold
Agricultural Hall
116 windows to be replaced with aluminum double pane windows in a dark bronze finish and
windows in the restroom areas will be replaced with double pane obscure glass windows. Brand
of windows to be determined by the County. This will address existing boarded over openings.
Installation of six new doors, 2 on the Northwest corner, 2 on the North end, and 2 in the middle
on the North end. Brand of doors to be determined by the County.
Replacement of exhaust vents on the North side with new.
Point and tuck and seal brick on the entire building.
Building exterior is to be painted with selected color from campus-wide color scheme
Colored concrete pavement to be installed in front of building, North side.
Colored and stamped concrete sidewalk to be installed adjacent to the roadway.
Concrete pavement entrance installed between Agricultural Hall and the 4-H Building.
Concrete pavement entrance with a curb cut to be installed at the campus entrance between
Agricultural Hall and the Office Building.
Installation of bollards or other type of parking control devices near the overhead doors
Office Building
Barn 1
Barn 2
Barn 3
Install new guttering on the West side
Install new at least 26 gauge metal siding on the South end and West side
Replace the overhead door on the Southeast corner and two on the Northwest corner. Brand of
doors to be determined by the County.
Exterior is to be painted with selected color from campus-wide color scheme
Installation of bollard on the southwest corner
Colored concrete pavement installed in front of the building
Colored and stamped concrete sidewalk installed adjacent to roadway
Replace three overhead doors and install new rollers and locks. Brand of doors to be
determined by the County
Aggregate surfacing installed on the Southeast corner on the flat area on the south side of Barn
2 and to the east of Barn 1
Siding replaced and/or repaired on the Southeast corner, East side, Northwest side, and
Northeast corner
Exterior to be painted with selected color from campus-wide color scheme
Two concrete pavement entrances with curb cut outs installed on the north side
Installation of bollards on the southeast corner
Two concrete pavement entrances with curb cut outs installed on the north side
Colored and stamped concrete sidewalk installed adjacent to roadway
Concrete pavement installed to provide access control on the east side of the barn and address
erosion
Repaint roof
Screening or complete enclosure with metal siding of Barn 2, either material chosen will be a
color that is selected from the campus-wide color scheme
Installation of new at least 26 gauge metal siding
Installation of new roof with at least 26 gauge metal through fastened
New gates installed
Each end of the horse stalls to be painted either the same color as the new gates or color of the
new siding
Exterior is to be painted with selected color from campus-wide color scheme
Concrete apron installed between Barn 3 and Barn 5 to address repairs to erosion and future
erosion control
Barn 5 & Barn 6
Installation of new at least 26 gauge metal siding
New gates installed
Each end of the horse stalls to be painted either the same color as the new gates or color of the
new siding
Exterior is to be painted with selected color from campus-wide color scheme
Repaint roof
Concrete apron installed near Barn 6 to address repairs to erosion and future erosion control
Loading Dock
Concrete pavement to be installed, extending to the southeast corner of Barn 1 to address
repairs to erosion and erosion control
Paint dock area with color selected from campus-wide color scheme
Greeley Avenue Intersection
Installation of new signage that compliments the campus-wide color scheme
Installation of new landscaping fencing
landscaping of the area with low maintenance and drought tolerant plants and grasses and to
address repairs to erosion and future erosion control
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