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7.1 First Bank Kansas Arcade OwnershipCITY OF SALINA REQUEST FOR CITY COMMISSION ACTION DATE TIME 11/07/2022 4:0o P.M. AGENDA SECTION ORIGINATING DEPARTMENT: FISCAL NO: 7 Community and Development BY Services ITEM FINAL F NO: 1 Planning Division Page I BY: Dean Andrew DA BY: J - ITEM: Consider a request to transfer ownership of the covered arcade located on the eas Ide of the 200 block of South Santa Fe Avenue to First Bank Kansas. This arcade is currently used as a public pedestrian walkway. BACKGROUND: The property that is the subject of this ownership transfer request is located on the east side of the 200 block of South Santa Fe Avenue. This block is 750 ft. long. This block of South Santa Fe is predominatly commercial in nature with several business and professional offices and the First Bank Kansas properties comprising much of the block. The south end of the block is now dominated by the 5 -story Homewood Suites hotel which replaced a number of smaller buidlings that were demolished to make way for the hotel. The City Manager recently received a request from Mr. Andrew Manley on behalf of First Bank Kansas, requesting that the City consider transferring ownership of the walkway 'arcade' located in the 200 block of South Santa Fe, directly north of the Advantage Trust office building to First Bank Kansas. First Bank Kansas plans to remove the arcade roof cover and make substantial enhancements to the arcade and adjoining bulidings while leaving it open to public pedestrian traffic. In its research on the historical origins of the covered arcade that is the subject of this request, staff was able to pull together the following background information. In 1958, local business and property owners acting through the Salina Chamber of Commerce requested that the City Commission take action to provide additional off-street parking spaces in the Downtown area. Property owners were concerned about the lack of adequate parking to attract customers and the ability to retain existing businesses. A total of 45 properties (25 commercial and 20 residential) were eventually acquired and cleared and six surface parking lots containing a total of 682 off-street parking spaces were constructed in 1962. Public restrooms were constructed in these parking lots. As part of the parking lot project, property was purchased by the City to construct five enclosed pedestrian walkways (arcades) that would link the parking lot areas along 5th and 7th Streets to Santa Fe Avenue. The arcades were intended to provide direct access for employees and customers from the 5th and 7th Street parking lots. The City purchased the South 10 ft. of Lot 149 on Santa Fe Avenue in the Original Town of Salina from Mr. Edwin Toll for $5,000 in 1960 to allow a covered arcade to be constructed connecting the City owned parking lot on South 5th Street with the 200 block of South Santa Fe. Most arcades were 10 feet in width and had 8 foot ceiling heights. The interior walls were finished with brick, concrete masonry block or stucco. They had concrete floors. The arcades had finished ceilings and recessed lighting. Where exposed, the enclosed walkways had metal pan roofs and concrete block walls. Signs were installed to identify the arcade entrances. The City was responsible for controlling and maintaining the walls with regard to business frontage on the arcades. Crosswalks on Santa Fe were positioned near the arcade entrances. The walkway arcades that were CITY OF SALINA REQUEST FOR CITY COMMISSION ACTION DATE TIME 11/07/2022 4:00 P.M. AGENDA SECTION ORIGINATING DEPARTMENT: FISCAL APPROVAL: NO: Community and Development BY Services ITEM FINAL APPROVAL: NO: Planning Division Page 2 BY: Dean Andrew BY: constructed as part of that project have been maintained by the City's General Services Division since that time. In 1983, the Downtown Merchants Association and the City of Salina created a 31 block Business Improvement District (now known as Salina Business Improvement District No.1) to manage the economic development and revitalization of downtown. Salina Downtown, Inc. (SDI) is the agency which manages these programs. In 1985, the City of Salina launched a $7 million Downtown Revitalization Program primarily focused on streetscape improvements. Sites were cleared and seven new surface parking lots were constructed. Other infrastructure improvements included the burying of utilities, decorative brick sidewalks and alleys, sidewalk planters and three covered mid -block crosswalks. Four distinct plaza areas (Phillips, Campbell, Spillman, and Strand Plazas) were created to further link the new parking lots to Santa Fe businesses. These open air public plazas were constructed with seating, landscaping, recreational and performance space. Two of the original five arcades were removed to allow for the construction of the plaza areas. The covered crosswalks constructed are located near the openings of the original arcades. Three of the original five arcades remain in service today. The arcade in the 200 Block of South Santa Fe is situated between the Advantage Trust Company, an affiliate of First Bank Kansas addressed as 225-227 S. Santa Fe and the former business offices for the Salina Regional Health Center located at 217-221 S. Santa Fe to the north. This building north of the arcade is now owned by First Bank Kansas. Physical Characteristics of Existing Arcade The arcade structure in the 200 block is 10 feet in width and 8 feet in height. It is 110 feet in overall length. The entrance on Santa Fe has a surround of cast concrete molding finished in white. The interior walls are covered with textured concrete block and the floor is finished concrete. The structure has a metal pan roof supported by I -beams. The ceiling is finished with recessed lighting fixtures. The arcade has been a display location for artwork furnished by the City Arts and Humanities Department from past River Festivals. The art is a temporary installed mounted to the wall which can be removed and relocated, if this request is approved. The arcade extends past the adjacent buildings to within 10 feet of the alleyway to the east. The walkway is situated near the center of the block and is opposite the alleyway to a City parking lot and private parking lot. Two private parking lots and two City parking lots occupy the east portion of this block. If the arcade walkway was no longer in service travel from these parking lots to Santa Fe would have to be across the drive-in lanes at First Bank Kansas, which is private property, or toward the ends of the block, a one-way travel distance of approximately 290 feet. The public parking lots along South 5'h Street serve employees for nearby South Santa Fe businesses. Some of the employees access their place of employment by use of the rear entrances. It has not been CITY OF SALINA REQUEST FOR CITY COMMISSION ACTION DATE TIME 11/07/2022 4:00 P.M. AGENDA SECTION ORIGINATING DEPARTMENT: FISCAL APPROVAL: NO: Community and Development BY Services ITEM FINAL APPROVAL: NO: Planning Division Page 3 BY: Dean Andrew BY: verified what ratio of employees use rear entrances. A City parking lot on the east side of S. 7th Street provides parking for employees and customers on the west side of the 200 block of S. Santa Fe Staff has verified that the parking lots along the west side of the 200 Block of 5th Street are usually at capacity during work days. Private parking lots reserved in this area also appear to be at capacity. Parking lots in this area are also used for special events such as performances at the Stiefel Theatre. These performances are usually held in the evenings and weekends when their use is separate from business demands. 2014 First Bank Request In 2014, representatives of First Bank Kansas inquired about acquiring the arcade property from the City. The bank had observed declining use of the arcade by the public and downtown employees. In their request the bank pointed out that the declining use of the arcade may not justify the City's continued maintenance costs forthe structure. If the arcade was purchased, the bank proposed closing and eliminating the space, enclosing the existing covered walkway and converting the space to private ownership for use by the adjacent business. As proposed, the Advantage Trust Company, adjacent to the arcade structure on the south, would incorporate the additional space into its operating space. If ownership was transferred to the bank, the bank indicated they would enclose the front and rear of the arcade structure with materials complementary to the existing building facades along Santa Fe. This would have included stucco or textured masonry block. An interior access doorway would have to be constructed and electrical fixtures would need to be modified to allow the space to function as storage or offices. The bank proposed painting the exterior of the arcade to match the building at 225 S. Santa Fe. Any extraneous electrical equipment on the exterior would be removed. If the Building Code required any future interior use to have a separate exit, the bank agreed to install a commercial grade door on the east wall of the arcade extension. Although the Salina City Commission would have to approve any transfer in ownership of the property for the space to be put into private use, they referred the request to the Downtown Design Review Board for review and comment. Records indicate that the City of Salina purchased the South 10 feet of Lot 149 on Santa Fe in October 1960. The arcade property is held in fee title by the City. The arcade property is not in a pedestrian easement and is not a dedicated public right-of-way. Staff determined that its potential transfer would not be subject to right-of-way vacation requirements nor was it classified as park property subject to an applicable statutory protest petition. The arcade property has never been identified as surplus property to be closed and disposed of. Before the Salina City Commission evaluated whether the arcade should be determined to be surplus public property, they asked the Design Review Board to hold a hearing to provide an opportunity to receive public input from surrounding property owners, business owners and Downtown employees on the potential change in the pedestrian access pattern along this block. CITY OF SALINA REQUEST FOR CITY COMMISSION ACTION DATE TIME 11/07/2022 4:00 P.M. AGENDA SECTION ORIGINATING DEPARTMENT: FISCAL APPROVAL: NO: Community and Development BY: Services ITEM FINAL APPROVAL: NO: Planning Division Page 4 BY: Dean Andrew BY: Just like the potential closure of a public street or alley, staff and the City Commission felt it was appropriate for potentially affected owners and residents to have notice and an opportunity to be heard. A May 22, 2014 public hearing was scheduled for the Design Review Board to receive public comments and input about the use of the arcade and whether the public believed there is any value to its being retained as a pedestrian walkway from the 5th Street parking lots and nearby properties. Letters of notice were sent to all property owners along the 200 Block of Santa Fe and property owners along South 5th Street. The Salina Downtown newsletter also described the issue during the two weeks prior to the hearing and invited the public to attend the Design Review Board meeting. A record of the verbal and written comments received by the Design Review Board and a PowerPoint presentation summarizing the request were presented to the Salina City Commission at their July 14, 2014 meeting. Following staff's presentation and comments from representatives of First Bank Kansas, the City Commission chose to take no action in response to First Bank's request. The covered arcade has remained open and in use since that time and is still owned and maintained by the City of Salina. A new request from First Bank Kansas has now come forward that does not involve closure and elimination of the walkway but proposes to physically modify the existing walkway instead by removing the roof covering the arcade. (Renderings depicting the proposed modifications are attached to this report.) Nature of Current Proposal The main First Bank Kansas building was constructed in 1959. A bank addition with a drive through facility was added in 1962. Since that time the bank's property holdings have expanded both southward and northward. The bank property now extends from Lot 147 on the north to the North 22 ft. of Lot 163 on the south with a combined street frontage of 422 ft. north to south. Within that 422 ft. of street frontage, First Bank Kansas has 230 ft. of building frontage facing South Santa Fe. First Bank's first property expansion occurred in 2004 when First Bank acquired the Hough Piano store building and a neighboring two story dwelling to the south at 245 and 247 S. Santa Fe. Both of these dwellings were demolished and those properties were redeveloped into a parking lot to serve the First Bank facility with a landscaping island and 30 ft. landscape buffer to the south. The parking lot south of the bank also contains an ATM machine and a pole sign that was relocated in 2016. In 2018, the south landscape buffer (South 28 ft. of Lot 163) was sold to Blue Beacon International and incorporated into the Homewood Suites site. First Bank Kansas acquired the building to the north at 225-227 S. Santa Fe in 2009 and remodeled the interior and exterior of the building into offices for the Advantage Trust Company, an affiliate of CITY OF SALINA REQUEST FOR CITY COMMISSION ACTION DATE TIME 11/07/2022 4:00 P.M. AGENDA SECTION ORIGINATING DEPARTMENT: FISCAL APPROVAL: NO: Community and Development By Services ITEM FINAL APPROVAL: NO: Planning Division Page 5 BY: Dean Andrew BY: First Bank Kansas. This building was the location of various businesses over the years, including Commercial Credit, B&B Needlepoint Shop, the Prairie Gallery and a pet shop. The Design Review Board approved those fagade changes for Advantage Trust on March 17, 2009. The building addressed as 217 S. Santa Fe was the location of Sunflower Insurance Group and then housed administrative offices for the Salina Regional Health Center. This building was acquired by First Bank Kansas in December 2021. First Bank Kansas has acquired and now owns nine (9) lots with a total of 422 ft. of street frontage on South Santa Fe between Walnut Street on the north and Mulberry Street on the south. There are three buildings located along this frontage: (1) an office building, formerly occupied by Salina Regional Health Center offices at 217 S. Santa Fe, (2) an office building occupied by Advantage Trust Co. at 227 S. Santa Fe and (3) the main bank building for First Bank Kansas at 235 S. Santa Fe. The buildings at 217 and 227 S. Santa Fe are separated by a 10 ft. covered arcade owned by the City of Salina and the buildings at 227 and 235 S. Santa Fe are separated by a concrete driveway. The north office building has 90 ft. of frontage on Santa Fe, the Advantage Trust Co. building has 50 ft. of frontage on Santa Fe, and the First Bank building had 90 ft. of frontage on Santa Fe. Don Marrs of DMA Architects filed a Certificate of Compatibility application on behalf of First Bank Kansas proposing to renovate the exterior fagades of these three buildings to create a uniform look along Santa Fe Avenue. First Bank is proposing to remove the metal awning that wraps around the main bank and Advantage Trust buildings and to install new fagade finishes consisting of a stone base, brick and EFIS. This same exterior treatment would be added to the north office buildings at 217 S. Santa Fe so that a comprehensive overall design can be established for all three buildings. (Elevation drawings depicting the proposed evaluation and roof line changes are attached to this report). In addition to these facade changes, First Bank Kansas is also proposing changes to the pedestrian walkway tunnel owned by the City of Salina that connects the 5th Street parking lots with Santa Fe Avenue. First Bank is proposing to remove the tunnel's concrete floor and concrete block wall and roof. The bank then proposes to install a new sidewalk and new exterior finishes on the walls of the adjoining buildings. The new finishes would consist of masonry and EFIS consistent with the front facade. First Bank would also like to add some windows along the walkway to provide natural light to the buildings on either side of the arcade. Because this property is located within the Business Improvement District No. 1, review and approval of the proposed exterior fagade modifications was required by the Design Review Board before the work can proceed. An April 14, 2022 public hearing was scheduled before the Design Review Board to review this request for conformance with the Design Guidelines for Downtown Salina. At the April 14, 2022 Design Review Board meeting, following presentation of the staff report and graphic support materials, comments from Josh Hermann of Hutton Construction, and comments and questions by Board members, the Design Review Board approved a motion (4-0) to approve a Certificate of Compatibility for First Bank's plans to renovate the exterior of these three buildings by AGENDA SECTION NO: ITEM NO: Page 6 CITY OF SALINA REQUEST FOR CITY COMMISSION ACTION DATE TIME 11/07/2022 4:00 P.M. ORIGINATING DEPARTMENT: Community and Development Services Planning Division BY: Dean Andrew FISCAL APPROVAL: BY: FINAL APPROVAL: im removing and replacing the existing metal awnings and existing facades with a new fagade consisting of a stone base and masonry and EFIS infill and the bank's plan to remove the cover from the existing pedestrian walkway (arcade) north of 225-227 South Santa Fe based upon the following findings: The proposed addition of a stone base and brick and EFIS fagade will not remove or damage any significant character -defining features on the buildings. (Policy A. 1.2) 2. There are no intact historical or architectural features on these three (3) buildings that should be preserved. (Policy A. 1.3) The proposed brick and EFIS fagades are more compatible with the surrounding buildings on this block of Santa Fe Avenue and the surrounding downtown streetscape then the existing Santa Fe fagades and tie those buildings in architecturally with the Homewood Suites building. 4. The proposed colors on the renovated fagade are compatible with the color scheme on the other buildings on this block of Santa Fe Avenue. 5. First Bank's plans for the existing covered walkway maintains public access from the rear parking lots on Fifth Street to Santa Fe Avenue. In approving this Certificate of Compatibility application the Design Review Board attached the following condition of approval: If any significant changes are made to the storefront or roof design and materials approved by the Design Review Board, these will be presented to the Board's administrative staff to determine whether any additional review by the Board is required. 2. No physical modifications may be made to the covered arcade on the South 10 ft. of Lot 149 without a license agreement first being approved by the Salina City Commission or a transfer of ownership of the arcade from the City of Salina to First Bank Kansas. The public protest period on the Design Review Board's decision expired on April 28, 2022 and no protest or appeal was filed making the Board's action final. The effect of the Design Review Board's action was to authorize the Zoning Administrator to approve a building permit to install a new storefront and roof on these three buildings. Before initiating any physical modifications to the covered arcade First Bank would either need to submit an application for a license agreement to make private improvements to public property or the bank will need to submit a proposal to acquire ownership of the walkway. First Bank Kansas has requested that the City of Salina transfer ownership of the arcade over to the bank in exchange for the bank making physical improvements and taking over maintenance responsibility of the arcade. The attached agreement specifies that the walkway shall remain open to public pedestrian traffic and includes several reverionary provisions that would cause ownership to be returned to the City, if any of AGENDA SECTION NO: ITEM NO: Page 7 CITY OF SALINA REQUEST FOR CITY COMMISSION ACTION DATE TIME 11/07/2022 4:00 P.M. ORIGINATING DEPARTMENT: Community and Development Services Planning Division BY: Dean Andrew FISCAL APPROVAL: BY: FINAL APPROVAL: AN the applicable agreement provisions are not met. The pre -conditions to ownership transfer include City staff review and approval of First Bank's plans for closure and demolition of the arcade, First Bank providing a Certificate of Insurance demonstrating they have the required insurance coverage described in Covenant 7 and closure of public access to the arcade by the City and First Bank having obtained the necessary approvals to commence work in accordance with the approved plans for the arcade modifications. FISCAL NOTE: First Bank Kansas is not proposing to pay any financial compensation to the City for this 10 ft. wide walkway. The primary fiscal impact to the City would be that the City would no longer be responsible for the maintenance of this covered arcade. The cost of all physical modifications and improvements to the arcade would be borne by First Bank Kansas. COMMISSION ACTION: Staff has identified the following options for the City Commission's consideration: 1.) Authorize the Mayor to sign the attached Special Warranty Deed transferring ownership of the 10 ft. pedestrian arcade to First Bank Kansas once all pre -conditions have been met by First Bank. 2.) Postpone consideration of this request to a specified date and time and provide staff direction regarding additional information or amendments to the terms of the transfer that the City Commission would like to request for their further consideration. 3.) Take no action in response to First Bank Kansas request which would result in the City of Salina retaining ownership and maintenance responsibility for the covered arcade. Attachments: Vicinity Map Renderings of proposed fagade changes Renderings of proposed arcade design Excerpt of 4/14/22 DRB minutes Draft Special Warranty Deed CC: Andrew Manley, First Bank Kansas Attachment Vicinity Map & Site Plan 200 Block of South Santa Fe Avenue South 200 Block Santa Fe Pedestrian Arcade Y f Nondood 1 � �� �`- nor - • ; - ", City Parkingr,.° I `s NVassermna Lot First Bar , SSlina Urology t Kansan p �. t I ityF+a�rking r� nk' a.--'�.-.-,rte-__•�- l...rLL .� N Or f0 Pa 1� U1 City Parking" - � 'a �FirstBanTc _ Lout *40' Kansas vR i$rst Bank •:. i•E �- t � ILS w Homewood I f "Suites _`-� Attachment Overview of Proposed Fagade Modification Project DMA ARCHITECTS, PA a ■ ■ 2035 E. Iron, Suite 100 / Salina, KS 67401 Salina: 785 823 6002 / Fax: 785 823 2910 Great Bend: 620 793 3442 March 28, 2022 Certificate of Compatibility Application BID #I Design Review Board RE: First Bank Kansas and Advantage Trust Company Fagade Improvement Projects ADDRESS: 217 S. Santa / 227 S. Santa Fe / 235 S. Santa Fe. On behalf of Fust Bank Kansas we are pleased to submit this application to the Design Review Board for consideration of issuing a Certificate of Compatibility for the above three addresses. BACK GROUND: First Bank Kansas, the owner of the three properties, is in the process of a phased building improvements on each of the three addresses. The phases as know today are as follows: Phase 1: Advantage Trust Remodel 227 S. Santa Fe The project consists of interior remodel and a fagade improvement to the building's exterior as shown on the attached drawings number 1, 2 and 8. The work will consist of removing the existing metal awning which wraps around the west and south sides, and installing the new finishes as depicted in the drawings. The new facade finishes will consist of a stone base, brick and EIFS infill. This project's interior remodel work is underway, and the facade work is scheduled for the spring and summer of 2022. Phase 2: First Bank Kansas 217 S. Santa Fe. This building will be remodel and used for First Bank Kansas administrative offices. This phase of the project includes interior remodel work and facade improvements as shown on drawings 2 and 7. The new fagade finishes will consist of a stone base with brick and EIFS infill. A composite material will be used to infill adjacent to the new windows and above the entrance canopy. This project is scheduled to be completed the summer of 2022. Phase 3: First Bank Kansas 235 S. Santa Fe. The design work on this project facade is being completed in the 1" and 2' quarters of 2022 so that a comprehensive overall design can be established for all three addresses. The new facade finishes will consist of a stone base, brick and ETES infill as shown on drawings 1, 2, 3, 4, 5 and 6. The main bank interior remodel and fagade improvements are scheduled to be completed within the next two to three years. An exact schedule for this project has yet to be determined. TUNNEL: The pedestrian walkway tunnel, located between 217 S. Santa and 227 S. Santa is owned by the City of Salina. The desire of the bank is to have the tunnel's concrete floor, roof and concrete block walls removed and replaced with a new sidewalk. The bank would be able to install new exterior wall finishes on the walls of the building left exposed by the tunnel's removal. The new finishes on the exterior walls of both buildings would consist of masonry and EIFS finishes to coordinate a consistent building finish along with adding windows into the existing buildings. Attachment Renderings of Proposed Facade Modifications a -' 4 AWA WAV 2 � rs La I� Attachment Photos of Existing Covered Arcade 200 Block of South Santa Fe Avenue Sidewalk Arcade Attachment Rendering of Proposed Arcade Modification iR r-rl 1, IN!�. H H HH H H H H HH W., 0 aty0f Salina MINUTES DESIGN REVIEW BOARD CITY -COUNTY BUILDING, ROOM 107 THURSDAY, APRIL 14, 2022 4:00 P.M. 1. CALL TO ORDER / KOMA CONFIRMATION / ROLL CALL (1.1) Chair Martens called the meeting to order at 4:00 p.m. SALINA DOWNTOWN (1.2) Chair requests staff confirmation that Kansas Open Meeting Act required notice has been properly provided. Mr. Hoffman confirmed that the packet was posted and the required notice of the meeting was provided. (1.3) Roll Call Board Members Present: Gary Martens (Chair), Katherine Kitchen (Vice -Chair) (Via Zoom), Jennifer Noonan, Kevin Rome Board Members Absent: None City Staff Present: Dean Andrew, Zoning Administrator; Dustin Herrs, Assistant Planner (Meeting Moderator); Vince Hoffman, Permit Technician 2. APPROVAL OF MINUTES (2.1) Approval of the Minutes of the March 10, 2022 regular meeting. A motion was made to approve the minutes of the March 10, 2022 by Board Member Noonan, seconded by Board Member Rome and carried by vote. 3. NEW BUSINESS Public Hearing Items (3.1) Application #CC22-4, filed by Don Marrs, on behalf of First Bank Kansas, requesting the approval of a Certificate of Compatibility to allow the modification of the existing exterior facades of three buildings located on the east side of South Santa Fe Avenue between —� Walnut Street and Mulberry Street. The subject property is legally described as Lots 147- 161, plus the North 22 ft. of Lot 163, on Santa Fe Avenue in the Original Town (now City) of Salina, Saline County, Kansas and addressed as 217, 227 and 235 S. Santa Fe Avenue. Mr. Andrew presented the staff report with visual graphics which are contained in today's meeting packet. Chair Martens asked the Board if there were any questions for staff. There were none Leslie Bishop with Salina Downtown, Inc. (SDI) asked when was the proposed planning of this construction to going to start. Mr. Andrew responded and said that it is intended to be a phased project so I think we should let representatives of First Bank discuss their phasing and timing. The plan is to phase these fagade changes in over time and we will let either the designer or representatives of First Bank answer that question. Chair Martens asked the Board if there were any further questions for staff. There were none Chair Martens invited the applicant to address the Board Josh Herrman with Hutton Construction stepped forward and introduced himself as the project manager. Chair Martens asked what the phasing timeline was that Leslie was just asking about? Mr. Herrman responded by saying the Advantage Trust work is actually scheduled and the interior is already designed and ready to start anytime. But obviously in conjunction with the interior remodel we want to have our exterior fagade approval before moving into that phase. The next priority would be First Bank Kansas itself, the actual bank building and then work down to the 217 address and the goal would be to complete all three facades as shown in the renderings by 2023. Mr. Andrew asked if that answered Leslie's questions. Ms. Bishop responded, yes it did. Chair Martens asked the applicant if there were any comments in general. Mr. Herrman responded by saying we hope you like it. BID NO. 1 DESIGN REVIEW BOARD I MINUTES April 14, 2022 Page 2 of 6 Chair Martens stated he personally liked the design but he also added he hoped that the City would consider the uncovering of the walkway tunnel. Mr. Herrman responded by saying he thought that First Bank Kansas has intentions of not only improving the face of the bank but also improving the face of downtown for such a large sector of it. He said First Bank was helping steer in a direction that says that we want this to be common so there is a high level of quality across all of the facades. But, you can clearly see some of the differences so they don't look the same going down the block and there isn't any repetitive boringness. He also stated that the elimination of the walkway improves security, light and improves the spaces that the public sees between the parking lot and the downtown street on Santa Fe. Chair Marten added that several people avoid walking down the walkways. Mr. Herrman responded by saying he thought that it would make it more inviting and other cities model this type of alleyway or walkway into pop up art districts. Sometimes if the City is agreeable they have strung some lighting at night time, they have put tables and chairs throughout. You will also see art installations that change so he thought to activate that space has a lot more potential without the covering there. Some of the discussions have occurred but have not been fully developed yet but that is a little bit of the mindset of what's been discussed so far just to give you some background. Ms. Bishop stated that she would like to see the tunnel arcade not be there in that area. We could repurpose the security camera over there and then it would also free up Diane's time as a downtown aesthetic specialist. Chair Martens asked if there were any questions or comments from the Board. Board Member Kitchen replied by saying thank you for investing in such a huge project downtown. She also said she thought that it would change that block so significantly in a great way. She went on and said she wanted to thank them for the care that has gone into the aesthetics of the design. She said she agreed with the other staff members about the arcade and was in support of opening it up. The only question she had was about the lighting, she didn't see in the renderings any lighting and just wondered how dark that walkway would be in the middle of winter at six o'clock at night and wondered if they could answer that. Mr. Herrman responded by saying thank you, we helped to design it, but Andrew and the team at First Bank are the ones that are putting this on so thanks to them. But I do think in terms of lighting that this is a great question that has been heavily discussed as well. Some of the renderings that you have before you, just so you know, we have tried to design this from not only from a day time perspective but also from a night time perspective. The large tower element on First Bank is going to be lit at night and then there is actually a top band of windows that stretches across the entire elevation that would also be backlit at night to give some ambience to Santa Fe that will help illuminate that pathway there if it is approved to remove all of that. Some of the techniques we have seen is a string light type of effect there but we have not fully made that decision based BID NO. 1 DESIGN REVIEW BOARD I MINUTES April 14, 2022 Page 3 of 6 on the approval of this. But he definitely thinks illumination would be required just based on a safety standpoint and it will not stay dark. Mr. Andrew added addressing Board Member Kitchen that part of that will be worked out at the City Commission level. If this is treated like Campbell Plaza there will be some agreement between the City Commission and First Bank that will address those things. As part of the Campbell Plaza project they have overhead string lighting to provide lighting there at night, this is different because that's fifty feet wide but it could be the same concept. Chair Marten asked if there were any further questions or comments. There were none. Chair Martens asked if there were comments or questions from members of the public in attendance or on Zoom. There were none. Chair Martens confirmed there were no further comments or questions from members of the public, closed the public hearing and brought this item back to the Board for discussion and action. —> MOTION: Board Member Noonan made a motion to go with option two, with a total acceptance, with the condition that if there are any major changes or significant changes that they come back to the Board. She would also include the part about the license agreement with the City for the arcade. SECOND: Board Member Rome VOTE: Motion carried 4-0. Administrative Items None Preliminary Discussion Items None 4. UNFINISHED OR OTHER BUSINESS Mr. Andrew stated that staff does plan to have a meeting on April 28, 2022 to go over the renewals for Sidewalk Dining. The full cycle has not arrived yet but the way the sidewalk dining ordinance was structured so that each establishment that has a sidewalk dining area has to renew that annually. What we did was rather than them being put on different schedules they were all scheduled for renewal for this year. We would have YaYa's, Starbucks, Martinelli's, Barolo Grill and Dagney's Ice Cream that would all be coming back for renewal of their sidewalk cafe agreements on April 28, 2022. BID NO. 1 DESIGN REVIEW BOARD I MINUTES April 14, 2022 Page 4 of 6 KANSAS LIMITED WARRANTY DEED WITH REVERSIONARY AND LIMITED WARRANTY COVENANTS This Kansas Limited Warranty Deed with Reversionary and Limited Warranty Covenants ("this Deed") is made this day of November 2022, between the CITY OF SALINA, KANSAS (the "City") and FIRST BANK KANSAS, a Kansas banking corporation ("First Bank"). RECITALS A. The City owns the real estate referred to herein as "Tract 1," legally described as: The South Ten (10) feet of Lot One Hundred Forty-nine (149) on Santa Fe, in the Original Town (now City) of Salina, Saline County, Kansas; which was acquired by the City in 1960 for the construction of a mid -block (between 217 and 227 South Santa Fe) covered pedestrian walkway connecting the 200 block of South Santa Fe Avenue from Santa Fe Avenue east to the public parking lots constructed in the 200 block of South Fifth Street (the "Arcade") in conjunction with other downtown parking and pedestrian improvements constructed at that time. B. First Bank owns the real estate located immediately north of Tract 1, referred to herein as "Tract 2," legally described as: The North Forty (40) feet of Lot One Hundred Forty-nine (149) on Santa Fe, in the Original Town (now City) of Salina, Saline County, Kansas. C. First Bank also owns the real estate located immediately south of Tract 1, referred to herein as "Tract 3," legally described as: Lot One Hundred Fifty-one (15 1) on Santa Fe, in the Original Town (now City) of Salina, Saline County, Kansas. D. As the owner of both Tract 2 and Tract 3, First Bank's interests are to acquire Tract 1 for the purposes of improving the exteriors of its buildings adjoining the Arcade and reconstructing and maintaining the Arcade as a lighted, open-air, open -to -the -public pedestrian walkway between the buildings located on Tract 2 and Tract 3 (the "Pedestrian Walkway'). E. The City's interests are to facilitate private investment in the transformation, improvement, and maintenance of the 60 -year-old Arcade as the Pedestrian Walkway in a manner consistent with recent public and private improvements in the City's downtown. F. The applicable city departments, the Salina Business Improvement District Design Review Board (the `BID/DRB"), and the City's governing body (the "Governing Body") have reviewed and approved plans submitted by First Bank (the "Approved Plans") attached hereto as Exhibit A for closure and demolition of the Arcade and construction of the Pedestrian Walkway (the "Work") as conditions precedent to the delivery of this Deed. G. As a further condition precedent to the delivery of this Deed, First Bank has delivered its certificate of insurance for the required insurance coverage described in Covenant 7 below. H. As a further condition precedent to the delivery of this Deed, the City has closed the Arcade to public access at the request of First Bank and First Bank is staged to commence the Work in accordance with the Approved Plans. 15i/YM►I*33. IYfA The City, for valuable consideration, including, but not limited to, the reversionary deed covenants set forth below, the receipt and sufficiency of which are hereby acknowledged, conveys Tract 1 to First Bank, with reversionary and limited warranty covenants; SUBJECT TO: A. Matters of Record. Easements, restrictions, and any other matters of record. B. Reversionary Deed Covenants Running with the Land, Binding Current and Future Owners: Joint and Several Obligations. The following reversionary deed covenants numbered 1 through 11 below (the "Covenants") shall run with the land; shall be binding upon First Bank and any future owners of Tract 1, Tract 2, and Tract 3; and shall be recorded and indexed by the Saline County Register of Deeds in relation to Tract 1, Tract 2, and Tract 3, until either released or modified in writing by the governing body of the City. While title to Tract 1, Tract 2, and Tract 3 shall be commonly held by First Bank upon the recording of this Deed, compliance with and fulfillment of the Covenants shall be the joint and several obligations of the current and future owners of Tract 1, Tract 2, and Tract 3. References to "the City Manager" shall mean the city manager or the city manager's designee(s). 1. Completion of the Work and Opening of the Pedestrian Walkway. On or before Apri 1 15 , 2023, First Bank shall (a) complete reconstruction of the Arcade 2 as the Pedestrian Walkway and exterior improvements and fixtures adjoining the Pedestrian Walkway in accordance with the Approved Plans and in compliance with all applicable building codes, required building permits and all code -based regulatory inspections; and (b) open the Walkway to public pedestrian access following a pre -opening inspection and approval by the City Manager. No later than 15 calendar days in advance, First Bank may submit a request for an extension of the agreed upon deadline not to exceed an additional ninety (90) calendar days with a supporting explanation to the City Manager. Such extension request shall not be unreasonably withheld. 2. Future Improvements. Future improvements or modifications to the Pedestrian Walkway or to building exteriors or fixtures adjoining the Pedestrian Walkway shall be subject to all applicable required reviews and approvals. 3. Use as a Lighted Pedestrian Walkway. First Bank's use of the Pedestrian Walkway shall be exclusively for public pedestrian travel. First Bank shall at all times, day or night, allow access by the public for use of the Pedestrian Walkway for pedestrian travel, except only as necessary for maintenance purposes. First Bank shall provide lighting for the Pedestrian Walkway at the same level and during the same hours as the City provides lighting for public sidewalks in the downtown public right-of-way and First Bank shall be responsible for the associated utility cost. 4. Ongoing Maintenance and Repair. a. General maintenance. First Bank shall maintain the Pedestrian Walkway at its cost 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. First Bank shall maintain the Pedestrian Walkway at its cost 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 Pedestrian Walkway. c. Exterior improvements. First Bank shall maintain all building exteriors and exterior improvements and fixtures adjoining the Pedestrian Walkway at its cost in at least as good order, condition, and repair (1) as constructed or installed in accordance with the Approved Plans or (2) as constructed or installed in the future in accordance with plans approved as required by applicable city, state, or federal requirements, taking into consideration normal aging and fading of exterior surfaces between industry -recommended intervals of exterior treatment. d. Deficiencies; Meet and Confer. If, based upon an inspection of the Pedestrian Walkway, the City determines that First Bank is not in compliance with its obligations under this covenant, the City may provide written notice (the "Notice") to First Bank: (1) Describing the deficiencies identified by the City; (2) Describing what work by First Bank is required for First Bank to come into compliance; and (3) Indicating the deadline(s) for completion of the work required for First Bank to come into compliance. If First Bank objects to the Notice, First Bank must, within fourteen (14) calendar days following receipt of the Notice, provide a responsive notice to the City describing its objections and requesting the opportunity for the City Manager and representatives of First Bank to promptly meet and confer 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 First Bank. e. Binding Resolution by Independent Third Party. If the City and First Bank are unable to reach agreement on any of the points of discussion addressed in the meet and confer process described in this covenant, the City may designate a person independent of either the City or First Bank (the "Independent Third Party") to evaluate and determine the following matters: (1) Whether First Bank is in compliance with its obligations under this covenant; (2) If not, what work by First Bank is required for First Bank to come into compliance; and (3) If work by First Bank is required, a schedule and related deadline or deadlines for completion of the work required for First Bank to come into compliance. The Independent Third Party shall conduct a public session during which the City and First Bank 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 statement of his or her determinations. The determinations of the Independent Third Party shall be binding upon both the City and First Bank. If the Independent Third Party determines that First Bank has complied with its obligations under this covenant, the City shall be responsible for the Independent Third Party's charges. Conversely, if the Independent Third Party determines that First Bank has not complied with its obligations under this covenant, First Bank shall be responsible for the Independent Third Party's charges. f. Alternate Remedies. If First Bank fails to either perform agreements reached between the City and First Bank under the meet and confer process described in this covenant or to comply with the determinations of the Independent Third Party under the process described in this Covenant (the "Unfinished Work") within the agreed upon or established timelines, the City shall have the right, but not the obligation, to either enter Tract 1 and, to the extent necessary, Tract 2 and Tract 31 and perform the Unfinished Work or to seek an injunction compelling First Bank to perform the Unfinished Work. g. Reimbursement for City Costs and Expenses. First Bank shall be liable for and shall reimburse the City for the City's actual costs and expenses incurred in connection El with the performance of the Unfinished Work. For purposes of this covenant, the term "actual costs and expenses" shall include, but shall not be limited to, the City's labor costs, tool and equipment costs, supply costs, and engineering and design costs, regardless of whether the City uses its own personnel, tools, equipment, and supplies. The City agrees to deliver to First Bank a written request for reimbursement for such actual costs and expenses, payable by First Bank within thirty (30) calendar days after receipt by First Bank. 5. Acceptance of Arcade in Current Condition, No City Liability Release of Claims. First Bank accepts the Arcade in its current "as is" condition. First Bank shall be in exclusive possession and control of the Pedestrian Walkway exclusively for public pedestrian travel. The City shall not be liable for, and First Bank releases the City from, any claims of (a) injury to any person or damage to any property on or about the Pedestrian Walkway and (b) damage to the Pedestrian Walkway or structures adjoining the Pedestrian Walkway. 6. Indemnification. First Bank shall defend, indemnify, and hold harmless the City, its officers, officials, employees, agents, and representatives from and against all claims, damages, losses, and expenses (including, but not limited to, reasonable attorney fees and court costs), demands, judgments, and causes of action attributable to bodily injury, sickness, disease, death, and/or damage to property arising out of First Bank's ownership and use of the Pedestrian Walkway. 7. Insurance. a. General Public Liability hisurance. First Bank agrees to procure and maintain comprehensive general public liability insurance covering its ownership and use of the Pedestrian Walkway, with limits of coverage as are consistent with First Bank's overall program for comprehensive public liability insurance coverage. b. Physical Property Damage Insurance. First Bank agrees to procure and maintain physical property damage insurance covering the Pedestrian Walkway against loss or damage by such perils and at such limits of coverage as are consistent with First Bank's overall program for insuring its buildings and facilities. In the event of a covered loss, First Bank agrees to utilize the insurance proceeds to promptly restore the damaged Pedestrian Walkway. c. General Requirements. First Bank shall deliver to the City insurance certificates for the insurance described in this Covenant upon First Bank's annual renewal of such insurance. First Bank shall immediately inform the City upon First Bank's receipt of a notice of cancellation of such insurance and take all steps necessary to avoid an interruption in coverage. 8. Taxes and Liens. First Bank shall: a. Pay all real estate taxes and assessments which may be levied against any part of the Pedestrian Walkway; b. Pay when due all fees, assessments, charges, and taxes of any kind that may now or hereafter be imposed upon the Pedestrian Walkway; and c. Keep the Pedestrian Walkway free and clear of all levies, liens, and encumbrances prompted by use of or improvements to the Pedestrian Walkway. 9. Future Conveyances: City Approval. Ownership of Tract 1 shall always be held in common with either Tract 2 or Tract 3. Any transfer of title to all or part of Tract 1, Tract 2, or Tract 3 shall be subject to the prior written approval of the City, based upon the City's evaluation of (a) whether the transfer of title complies with this Covenant and (b) the proposed transferee's ongoing financial capacity to fulfill its obligations under these Covenants, which approval shall not be unreasonably withheld. 10. Remedies Upon Failure to Perform. In addition to the remedies provided under Covenant 4 above, upon First Bank's failure to perform any one or more of the Covenants within sixty (60) calendar days following written notice to comply has been delivered by the City to First Bank, then the City may, in its sole and absolute discretion and without further notice, and in addition to any and all other cumulative rights and remedies available at law or in equity under Kansas law, exercise its right to (a) pursue an injunction or other legal proceeding to enforce and compel the performance of the Covenant(s) and (b) reversion of the title to Tract 1 to the City pursuant to Covenant 11 below. 11. Reversion. a. Covenants 1 through 9. Upon First Bank's failure to perform its obligations under any one or more of Covenants 1 through 9 above within sixty (60) calendar days following written notice to comply has been delivered by the City to First Bank, then the City may, in its sole and absolute discretion and without further notice, reenter and reacquire Tract 1, and First Bank shall promptly convey Tract 1 in fee simple to the City by limited warranty deed. If the basis for the City exercise of its reversionary right is First Bank's failure to perform its obligations under Covenant 4 and Unfinished Work has been identified pursuant to Covenant 4, First Bank shall remain responsible for completion of the Unfished Work, subject to the approval of the City. If First Bank fails to complete the Unfinished Work to the satisfaction of the City within ninety (90) calendar days of receipt of written notice from the City, the City may, at the City's discretion, complete the Unfinished Work and First Bank shall reimburse the City for the cost of completion of the Unfinished Work. b. Non -waiver. The City's exercise of its discretion not to invoke its right to reversion outlined above shall not constitute a waiver of the City's ultimate ability to invoke either the same or any other reversionary deed covenant in its sole and absolute discretion. c. Notice. All notices required or permitted to be given in relation to these Covenants shall be in writing and delivered personally or sent by registered or certified mail, return receipt requested, or by generally recognized, prepaid, commercial courier or overnight air 0 courier service. Notice shall be considered given when received on the date appearing on the return receipt. THE CITY COVENANTS that it: (a) is lawfully seized of the City's interest in Tract 1; (b) has good right to convey the City's interest in Tract 1; (c) guarantees the quiet possession of Tract 1 against the claims of those claiming any right, interest or title through the City; (d) will warrant and defend Tract 1 against all lawful claims of those claiming any right, interest or title through the City, but the City does not warrant title against those claiming a right, interest or title that arose prior to, or separate from the City's interest in Tract 1. IN WITNESS WHEREOF, the duly authorized officers of the City have executed this Kansas Limited Warranty Deed to be effective as of the day and year written above. CITY OF SALINA, KANSAS Trent W. Davis, M.D., Mayor ATTEST: By: JoVonna A. Rutherford, City Clerk ACCEPTANCE OF COVENANTS On behalf of First Bank, its officers, directors, and employees, the undersigned duly authorized representative of First Bank accepts the terms of the Covenants set forth above, which shall be binding upon and run with Tract 1, Tract 2, and Tract 3 until either released or modified by the governing body of the City. IN WITNESS WHEREOF, First Bank Kansas has caused this acceptance of covenants to be executed by its duly authorized officer the day and year first above written. FIRST BANK KANSAS, a Kansas banking corporation By: Kent Buer, Chairman, President, and Chief Executive Officer STATE OF KANSAS, COUNTY OF SALINE, ss: This instrument was acknowledged before me on November _, 2022, by Trent W. Davis, M.D. as Mayor and JoVonna A. Rutherford as City Clerk of the City of Salina, Kansas. My appointment expires: Notary Public Printed Name: STATE OF KANSAS, COUNTY OF SALINE, ss: This instrument was acknowledged before me on November , 2022, by Kent Buer as Chairman, President, and Chief Executive Officer of First Bank Kansas. My appointment expires: 1:3 Notary Public Printed Name: