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6.1 Ordinance No. 23-11148 Turf Maintenance and ReplacementCITY OF SALINA REQUEST FOR CITY COMMISSION ACTION DATE TIME 03/27/2023 4:00 P.M. AGENDA SECTION ORIGINATING DEPARTMENT: FISCAL APPROVAL: NO: g BY: Finance Department ITEM FINAL APP OVAL: NO: Page 1 BY: Debbie Pack, Director BY: ITEM: Ordinance No. 23-11148 establishing Turf Maintenance and Replacement Fund and authorize staff to make a $75,000 contribution to the fund in 2023. BACKGROUND: On August 3, 2020, the City of Salina entered into an agreement with the "Salina Athletic Partners", including Salina Baseball Enterprises, Inc., Unified School District No. 305 and Kansas Wesleyan University relating to Dean Evans Stadium. In accordance with Section 4.5.3 of the above mentioned agreement, the City agreed to establish a dedicated Turf Maintenance and Replacement Fund (the "Fund") for use in accumulating funds solely for use in maintaining, repairing and replacing the turfed surfaces at the Deans Evans Stadium at the ultimate discretion of the City with the benefit of recommendations by the BFRA advisory board. The agreement (Sect. 4.5.3) further stated that the fund would be initially funded with proceeds from: a. An initial contribution by the City of $50,000 which shall be deposited no later than December 31, 2021; b. A contribution from Salina Athletic Partners of $50,000, which shall be made not later than December 31, 2021; and c. A targeted annual contribution of $50,000 by the City commencing on or before December 31, 2022 and each year thereafter, to be funded with (i) user fees and private donations and (ii) City funds in an amount matching the user fees and donations and not exceeding $25,000 per year. The City's contributions to the Fund shall be subject to the non -appropriation provisions of Section 12.2. If the City fails to appropriate the funds necessary to make its initial $50,000 contribution described above, Salina Athletic Partners shall be relieved of its initial $50,000 contribution. In 2021, the City did not appropriate the initial $50,000 contribution; therefore, Salina Athletic Partners was relieved of its contribution. In 2022, a contribution of $25,000 was received from the Salina Area Chamber of Commerce that will be put in the replacement fund. This contribution triggered a matching $25,000 contribution by the City. FISCAL NOTE: $75,000 will be transferred from the General Fund or Sales Tax Capital Fund reserve balance into the Fund in order to meet the City's 2021 and 2022 obligation. The obligation for 2023 will be determined at the end of 2023. CITY OF SALINA REQUEST FOR CITY COMMISSION ACTION DATE TIME 03/27/2023 4:00 P.M. AGENDA SECTION ORIGINATING DEPARTMENT: FISCAL APPROVAL: NO: BY: Finance Department FINAL APPROVAL: ITEM NO: Page 2 BY: Debbie Pack, Director BY: COMMISSION ACTION: Staff has identified the following options for the City Commission's consideration: 1.) Approve Ordinance No. 23-11148 creating the Turf Maintenance and Replacement Fund and authorize staff to make a $75,000 contribution to the Fund in 2023. 2.) Approve Ordinance No. 23-11148 with amendments as the City Commission deems appropriate. 3.) Postpone consideration of Ordinance No.23-11148 to a specified date and time and provide staff direction regarding additional information or amendments the City Commission would like to request for their further consideration. 4.) Vote to deny Ordinance No. 23-11148 resulting in City violating its agreement with Salina Athletic Partners. Staff recommends Option #1 Attachments: August 3, 2020 Agreement with Salina Athletic Partners Ordinance No. 23-11148 AGREEMENT among the CITY OF SALINA, KANSAS and the "SALINA ATHLETIC PARTNERS" including SALINA BASEBALL ENTERPRISES, INC.; UNIFIED SCHOOL DISTRICT NO. 305; and KANSAS WESLEYAN UNIVERSITY Relating to Dean Evans Stadium This Agreement dated effective August _-�)_, 2020 (the "Agreement") is entered into among the City of Salina, Kansas, a Kansas municipal corporation ("City") and collectively the "Salina Athletic Partners" including the following partners: Salina Baseball Enterprises, Inc., a Kansas not-for-profit corporation ("Baseball Enterprises"); Unified School District No. 305, Saline County, State of Kansas ("District"); and Kansas Wesleyan University, a Kansas not- for-profit corporation ("KWt)" ). When used in this agreement "Party" refers to each of the City and the Salina Athletic Partners and "Parties" refers collectively to the City and all of the Salina Athletic Partners. Recitals A. In 2018 the Salina Athletic Partners initially presented a proposal to the City for a multi -phase, $8M partnership project to enhance the baseball and softball experience in Salina for local and visiting teams through upgrades to existing public facilities and construction of new public facilities at the East Crawford Recreation Area, including Dean Evans Stadium, ("ECRA") and Bill Burke Park, B. On July 22, 2019, the City Commission adopted Resolution No. 19-7722 expressing its conceptual support for the objectives of the Salina Athletic Partners proposal, expressing the City's desire to pursue a partnership with the Salina Athletic Partners within parameters ultinnately determined by the City Commission to be programmatically and financially prudent and feasible, and authorizing staff to proceed with necessary preparations for the City's participation in such a partnership; however, the Coronavirus pandemic precluded the City from participating in the $8M partnership project, resulting in this Agreement relating to Dean Evans Stadium. C. The City and Baseball Enterprises are currently parties to the sixth renewal term of an Agreement dated February 25, 1991 and Addendum to Agreement dated March 31, 1992 which address matters relating to use and scheduling of Dean Evans Stadium and other ECRA baseball facilities (the "Dean Evans Stadium Agreement"). The City and Baseball Enterprises intend by this Agreement to terminate the Deans Evans Stadium Agreement effective December 31, 2020, such that this Agreement shall control in all matters relating to use and scheduling of Dean Evans Stadium conunencing3anuary 1, 2021. D. The City and Salina Athletic Partners intend through this Agreement to address the funding, design, construction, and maintenance of improvements to and the future scheduling of Dean Evans Stadium. THE PARTIES, therefore, agree and covenant: 1. Dean Evans Stadium Improvements. I.I. Salina Athletic Partners. The Salina Athletic Partners agree to design, independently contract for construction and installation, and fund the cost of a multi -task program of improvements to Dean Evans Stadium ("Stadium") located in the East Crawford Recreation Area ("ECRA") referred to as the "Dean Evans Stadium Improvements" subject to the terms and conditions of this Agreement. The attached and incorporated Exhibit.A inventories the Dean Evans Stadium Improvements in terms of a description of each component, budgetary cost estimates for each component, and a total project budgetary cost estimate (the "Project"). 1.2. City Participation in Drainage Improvements and Netting. The City has completed Dean Evans Stadium drainage improvements authorized by Resolution No. 19-7769 (adopted by the City Commission on November 25, 2019). The City agrees to pay the base cost equivalent to purchasing and installing the netting for the current Dean Evans Stadium configuration. Baseball Enterprises agrees to pay the additional cost of adapting and installing the netting to accommodate the patio seating component of the Dean Evans Stadium Improvements, The City and Baseball Enterprises will coordinate the timing of the post -patio seating project installation of the spectator protective netting. 2. Salina Athletic Partners Funding. The Salina Athletic Partners agree to fund the cost of the Project and its contribution to the maintenance fund described in Section 4.5.3. below in the following manner, 2.1. Salina Athletic Partners Fundn> Source. The City acknowledges that Baseball Enterprises has and will continue to pursue contributions from principal users of the City's public baseball facilities and from persons desiring to support Salina's baseball tradition as the means of funding the cost of the Project. 2.1.1. Funds on Account; Line -of -Credit -Backed Pled . The City is advised that contributions toward the Salina Athletic Partners' funding of the Project are being administered under both a project contributions account 2 maintained by Baseball Enterprises and a provisional account with the Greater Salina Community Foundation ("GSCF") identified as the Salina Athletic Partners Fund (collectively, the "Accounts"), The City is further advised that certain of the private contributions to Salina Athletic Partners' funding of the Project are in the form of pledges payable over a period of years which are backed by a consortium of local banks in the form of a line of credit upon which Baseball Enterprises may draw, subject to guidelines prescribed by the bank consortium, in the form of bank loan payable by Baseball Enterprises (the "Line of Credit"). 2.1.2. District Participation. As a Salina Athletic Partner and a significant user of the City's public baseball and softball facilities, the District has agreed to pay $500K as part of its responsibilities under this Agreement in exchange for a separate Facility Use Agreement to be entered into between the City and the District in accordance with K.S.A. 72-1149 for use of the City's public baseball and softball facilities for a period of 10 years with an option for two additional, ten- year renewable periods upon written request to the City made 30 days prior to the expiration of each term. 2.1.3. Naming Rights. As part of its fundraising efforts, Salina Athletic Partners have expressed their desire to offer and propose the potential renaming of ECRA. ECRA is subject to the City of Salina Municipal Facility Naming Guidelines, including a five-step process contained in Resolution No. 17-7481 adopted October 9, 2017 (the "Naming Guidelines"), On July 27, 2020 the City Commission adopted Resolution No. 20-7851 in completion of the first step under the Naming Guidelines by identifying ECRA, in its entirety, as a qualified facility for naming rights under the Naming Guidelines, The District has expressed its desire to provide input regarding the potential renaming of ECRA in order to further its interest in advocating that City facilities in which the District has committed to invest its capital funding are suitably named as locations for secondary -level student athletic competition. Salina Athletic Partners agree that when communicating with prospective donors regarding the renaming of ECRA, its representatives will inform prospective donors that any naming initiative is ultimately subject to City Commission discretionary approval. The City agrees to invite and consider input from an authorized representative of the District in response to any proposed renaming of ECRA while retaining its ultimate discretionary authority regarding the naming of City -owned facilities. 2.1.4 Required Certification of Availability of Funds as Condition Precedent to Commencement of Improvements. As a condition precedent to commencement of the Project, within ten business days after August 18, 2020, Baseball Enterprises, the GSCF, and any banks backing pledges with lines of credit must collectively provide to the City written certification of the amount and availability of funds raised as of August 18, 2020 by the Salina Athletic Partners in the form of (a) cash on deposit in the Accounts and (b) bank lines of credit secured by pledges; in a combined amount of no less than $1.8M qualified and committed for utilization toward the cost of the Project (the "SAP Funding"). Unless the SAP Funding equals or exceeds $1.8M as of August 18, 2020, Baseball Enterprises, as the contracting partner on behalf of Salina Athletic Partners, shall not enter into any contracts for construction of any component of the Project, with the exception of the patio seating component. 2.1.5. Required Availability of Funds as Condition Precedent to Entering any Contract Exceeding $1.8M Aggregate Cost. As a condition precedent to entering into any contract(s) for any component(s) of the Project resulting in the Project exceeding an aggregate cost of $1.8M, Baseball Enterprises, the GSCF, and any banks backing pledges with lines of credit must collectively provide to the City written certification of the amount and availability of funds in the form of (a) cash on deposit in the Accounts and (b) bank lines of credit secured by pledges; in a combined amount equal to or greater than the cost of the proposed contract(s). Unless such certification is provided, Baseball Enterprises, as the contracting partner on behalf of Salina Athletic Partners, shall not enter into the contract(s). 2.2. Funds Management. 2.2.1. Baseball Enterprises Project Account. Baseball Enterprises shall maintain a Project Account to be funded with SAP Funding to pay for design, construction, and installation costs of the Project and shall maintain all necessary books, records and financial controls in accordance with generally accepted accounting principles. 2.2.2. Accounting and Reporting. Following commencement of the Project, Baseball Enterprises shall provide the City with a monthly accounting of its Project Account receipts, disbursements and cash -on -hand no later than the 15`x' of the following month. Baseball Enterprises shall not be required to identify any private contributors when fulfilling the reporting requirement of this Section. 2.2.3. Audit. Baseball Enterprises shall annually have prepared and submit to the Parties, at a minimum, a cash and transaction audit of its Project Account by a certified public accountant. 3. Design, Construction, and Installation of Improvements. 3.1. City Authority, Design and Construction Advisory Group. Design and construction of each component of the Project shall be conducted under the administrative oversight of the city manager with the advice of a Design and Construction Advisory Group made up of a representative for each of Baseball Enterprises, the District, the City, KWU, and a licensed architect mutually agreed upon by each of the Salina Athletic Partners and the city manager on behalf of the City. The Design and Construction Advisory Group will meet and confer with the city manager as frequently as needed. The Parties acknowledge the City's final discretionary authority regarding matters of design and construction as the ultimate owner of all components of the Dean Evans Stadium Improvements. 3.2. Compliance with Applicable Law; Permits. The design, construction and installation of each component of the Project shall be in accordance with all applicable laws, including but not limited to the City Code. Baseball Enterprises, on behalf of the Salina Athletic Partners, shall obtain or shall cause to be obtained all licenses, permits or other approvals required by any governmental authorities to complete each component of the Project. 3.3. Proiect Management and Contracting. 3.3.1. Baseball Enterprises as Contracting Entity; Process. Baseball Enterprises shall serve as the contracting partner on behalf of Salina Athletic Partners. For each component of the Project, Baseball Enterprises shall serve in the lead role for each of the following stages, subject to City review and consent at each stage: • Development of the design for reconunendation to the Design and Construction Advisory Group and the city manager; • Preparation of a proposed budget; • Solicitation of sealed bids either, at the discretion of Baseball Enterprises, by a generally publicized invitation to bid or by a qualifications -based invitation to bid conducted according to the Procedure for Turf Contractor Selection and Procurement attached and incorporated as Exhibit B; • Contracting upon approval by Baseball Enterprises board of directors; • Administration of the contract, change orders, or contract amendments; • City inspection and acceptance of the improvements; and • Final payment pursuant to the contract. 3.3.2. Contract Document Requirements. For the reason that all components of the Project are to be constructed and installed on City -owned public property for ultimate acceptance and ownership by the City, all contracts entered into by Baseball Enterprises for work to be performed as part of the Project must include as an attached addendum to the contract the form "Addendum to Contract", attached and incorporated as Exhibit C. Baseball Enterprises agrees that the City reserves the right to modify the form Addendum to Contract under the authority and discretion of the city manager as circumstances warrant. Upon completion of any component of the Project by Baseball Enterprises and upon inspection and approval of the completed component by the City, Baseball Enterprises shall dedicate the completed component to the City. 3.4. Access to Dean Evans Stadium. The City grants a non-exclusive license (the "License") to Baseball Enterprises and its employees, contractors, agents, and volunteers for access to Dean Evans Stadium as is necessary to construct and install the Patio Seating Project and the Dean Evans Stadium improvements (the "Licensed Area") subject to the following terms and conditions. 3.4.1. Maintenance and Control of Licensed Area. During construction or installation of any component of the Project, Baseball Enterprises and its employees, contractors, agents, and volunteers shall maintain the Licensed Area in a safe and clean condition and shall regularly remove debris and surplus material occasioned by the work. Baseball Enterprises (or its agents or its contractors if expressly delegated by written contract) shall be responsible for site security and securing construction tools, equipment, supplies, and materials left in the Licensed Area, Baseball Enterprises shall consult and coordinate with the City regarding construction scheduling to minimize any interference with scheduled events in the Licensed Area. 3.4.2. Initiry to Persons of Damage to Proper . The City assumes no liability and no expense by reason of its grant of the License to Baseball Enterprises, or Baseball Enterprise's construction or installation of the Baseball Enterprises Components. Likewise, the District and KWU assume no liability and no expense for any injury or damage sustained by any persons or property by reason of its contribution or participation under this Agreement. Baseball Enterprises is solely responsible for any injury or damage sustained by an persons or property resulting from any act or omission of Baseball Enterprises or its employees, contractors, agents, volunteers, or any other persons performing any work in the Licensed Area on behalf of or under the direction of Baseball Enterprises and shall immediately notify the City's Risk Management Department at (785) 309-5705 in the event of such injury to person(s) or damage to property. 4. Facilities Operations, Scheduling, and Maintenance. 4.1. Ownership and Control. The Parties acknowledge that following construction and acceptance by the City of the Dean Evans Stadium Improvements, Dean Evans Stadium shall remain under the ownership and control of the City. As such, the City shall at all times have the right to control and designate the uses and scheduling of Dean Evans Stadium, subject to the Salina Athletic Partners' respective scheduling priority described in Section 4.4, and with the benefit of the recommendations of the ECRA Advisory Board described in Section 4.2. and the Parks and Recreation Advisory Board, as applicable. 4.2 ECRA Operations and Maintenance Advisory Board, Open Meetings. The City agrees to establish and provide staff support for the ECRA Operations and Maintenance Advisory Board (the "ECRA advisory board") for the purpose of developing recommendations regarding use, maintenance, scheduling, potential future improvements, fees, and concessions for the baseball and softball facilities at ECRA (the `ECRA Facilities"). The ECRA advisory board shall consist of a representative of the following entities to be designated as indicated: • Baseball Enterprises, Inc. (as designated by Baseball Enterprises, Inc.) • District (as designated by the District) 6 • KWU (as designated by KWU) • City manager's office (city manager or designee) • City parks and recreation department (department head or designee) • Parks and recreation advisory board (one non-voting liaison between the two boards annually appointed by mayor) and representatives of each of the following interest groups to be nominated by the ECRA advisory board, subject to ratification by the city commission, for appointment to no more than two full consecutive terms of three years each: Baseball at -large representative Softball at -large representative The ECRA advisory board will serve in an advisory role to the city manager regarding administrative matters and to either the parks and recreation advisory board or the city commission, as applicable, regarding policy matters. The ECRA advisory board shall meet no less than quarterly and its meetings shall be conducted in compliance with the Kansas open meetings act. 4.3. Termination of Dean Evans Stadium A14reement. The City and Baseball Enterprises agree that the sixth extended term of the Deans Evans Stadium Agreement shall remain in effect through December 31, 2020, at which time the Dean Evans Stadium Agreement shall terminate and this Agreement shall control in all matters relating to use and scheduling of the ECRA Facilities commencing January 1, 2021 and continuing for the teen of this Agreement (see Section 11), 4.4. Dean Evans Stadium Sclredulin; Term; Lopisties• Priority. Scheduling of Dean Evans Stadium will be a city staff administrative function based upon the terms of this Agreement and recommendations of the ECRA advisory board as the needs of the Parties and other current and future users of Dean Evans Stadium evolve over the term of this Agreement (see Section 11). The Parties acknowledge and agree that the level of contribution to the cost of the Project shall be a factor in determining a Party's scheduling priority. The City agrees to publish by January 1 of each year the submission deadlines for potential users seeking to reserve use of Dean Evans Stadium. In the case of scheduled practices at Dean Evans Stadium, the City reserves the authority to schedule a game of a Party to be played at Dean Evans Stadium and to reassign the scheduled practice of any other Party or user to another suitable ECRA facility. 4.4.1. Baseball Enterprises. Baseball Enterprises currently supports the baseball program sponsored by the Salina, Kansas, American Legion which play American Legion baseball. The scheduling priority allocated to Baseball Enterprises pursuant to this Agreement applies to the American Legion baseball program, as currently designated by Baseball Enterprises, or to such other program serving youth of comparable ages as may in the future be designated by Baseball Enterprises; provided, however, the scheduling priority allocated to Baseball Enterprises pursuant to this Agreement is unique to Baseball Enterprises and shall not be assignable to any other party. Upon the condition that Baseball Enterprises submits its priority scheduling request by the date specified by city staff, Baseball Enterprises shall be entitled to priority scheduling from the Saturday of Memorial Day weekend through August 31 for the combination of Dean Evans Stadium plus one additional ECRA premier facility and one ECRA supporting facility up to 1.5 calendar days per week for games and practices, including among those combined facilities one premier facility of choice for seven days per calendar week and a second premier field of choice for two days per calendar week. 4.4.2. District. The scheduling priority allocated to the District pursuant to this Agreement applies to its high school baseball athletic programs and other athletic activity requests. Upon the condition that the District submits its priority scheduling requests by the date specified by city staff for each applicable season, the District shall be entitled to priority scheduling for baseball games and practices and other athletic activities during the spring and fall seasons and for other athletic activity requests during the winter season. 4.4.3. Kh411J. The scheduling priority allocated to KWU pursuant to this Agreement is subordinate to the District's priority and applies to its intercollegiate baseball programs and other athletic activity requests. Upon the condition that KWU submits its priority scheduling requests by the date specified by city staff for each applicable season, KWU shall be entitled to priority scheduling, subject to the District's priority, for baseball games and practices and other athletic activities during the spring and fall seasons and for other activity requests during the winter season. 4.5. Maintenance and Fees. 4.5.1. Maintenance of Improvements. Baseball Enterprises agrees to assign to the City all warranties and maintenance contracts associated with each component of the Project at the time of the City's acceptance of the applicable improvement. The parties intend to assure that the Dean Evans Stadium Improvements are well-maintained. In particular, the parties intend to assure that the turf component is maintained and utilized in a manner that will maximize its potential for a useful life of as much as 12-15 years before requiring full replacement, including (a) the development and enforcement of rules relating to proper use of turf fields and (b) the inclusion, as part of the turf installation cost, of multiple replacement turf "panels" for selective partial replacement of turf in high wear areas of the playing field such as the pitcher's mound, batter's box, and around the bases. 4.5.2. User Fees. The Parties acknowledge that funding of future maintenance of Dean Evans Stadium will be dependent, to the extent feasible, upon fees for facility use consistent with those charged by other communities with comparable facilities. The Parties agree that fees for facility use shall (a) be by the game for games, (b) be by the hour for practices and other uses, (c) require additional fees for use of lights, and (d) not be subject to waiver. However, a graduated fee schedule will be implemented, taking into consideration the respective contributions of each of the Salina Athletic Partners toward funding construction of the Dean Evans Stadium Improvements relative to the total project cost as well as the future contributions of other users toward improvements to or maintenance of Dean Evans Stadium. The Parties express their intent and desire that the ECRA advisory board when making its recommendations and the city conunission when establishing fees for facility use will also take into consideration relevant factors, including, without limitation: a. Cost of operation associated with use of a specific facility; b. Cost of ongoing facility maintenance and repairs; c. Capital costs associated with construction and maintenance of the Public Facility Improvements; d. Game play compared with practices; c. Age and size of participants; and f. Number of innings per game 4.5.3. Dedicated Turf Maintenance and RelAacenxent Fund. The City agrees to establish a dedicated fund for use in accumulating funds solely for use in maintaining, repairing, and replacing the turfed surfaces at the Dean Evans Stadium (tine "Fund") at the ultimate discretion of the City with the benefit of recommendations by tine ECRA advisory board. The Fund will initially be funded with proceeds from: (a) An initial contribution by the City of $50,000 which shall be deposited no later than December 31, 2021; (b) A contribution from Salina Athletic Partners of $50,000, which shall be made no later than December 31, 2021; and (c) A targeted annual contribution of $50,000 by the City commencing on or before December 31, 2022 and each year thereafter, to be funded with (i) user fees and private donations and (ii) City funds in an amount matching the user fees and donations and not exceeding $25,000 per year. The City's contributions to the bund shall be subject to tine non -appropriation provisions of Section 12.2. If the City fails to appropriate the funds necessary to make its initial $50,000 contribution described above, Salina Athletic Partners shall be relieved of the obligation of its $50,000 contribution. The City's governing body may also allocate to the Fund any user fees and other financial resources as determined under the City's annual budget and appropriation processes. Expenditures from the Fund for the sole purposes of maintaining, repairing, and replacing the turfed surfaces at Dean Evan's Stadium will be determined by the City in its sole discretion, subject to the City's annual budget and appropriation processes. The parties acknowledge that the Fund is not intended to be tine sole source of funding for replacement of the turfed surfaces at Dean Evans Stadium 9 and that replacement of the turf component in approximately 12 years will be dependent upon facility user fee increases, additional fundraising efforts, or other yet -to -be -identified sources of funding. 5. Administration of Agreement. All references in this Agreement requiring the City's participation or approval shall mean the participation or approval of the city manager or the city manager's designee, unless otherwise provided herein. G. Separate Entity. It is understood and agreed that the City is an entity separate from the Salina Athletic Partners individually and collectively and that no relationship of principal/agent or employer/employee exists between the City and the Salina Athletic Partners individually or collectively. Persons employed by the City shall be entirely and exclusively under the control, direction and supervision of the City. All terms of employment, including hours, wages, working conditions, discipline, hiring and discharging or any other term of employment shall be determined by the City. While the Salina Athletic Partners have agreed to participate collectively for the general purpose of advancing the goals of this project, nothing within this Agreement is intended to and will not constitute, create, give rise to, or otherwise recognize a joint venture, or formal business association or organization of any kind between the District and the City or the District and the other Salina Athletic Partners, 7. Assil4nment. The Parties acknowledge that participation under this Agreement is based upon the unique nature and role of each of the Parties. Consequently, neither this Agreement nor any interest in it shall be assigned or transferred by a Party. 8. Amendment. This Agreement may be amended from time to time upon the unanimous approval of all of the Parties documented by a writing specifically stating the amended terms and signed by an authorized representative of each of the Parties. 9. Default. If any Party fails to comply with any term of this Agreement within ten (10) days after written notice to comply has been mailed by the non -defaulting Party to the defaulting Party, such failure shall be deemed an immediate breach of this Agreement ("Event of Default"). 10. Remedies. Upon the occurrence of an Event of Default, the non -defaulting party shall have the following rights and remedies, in addition to any other rights and remedies provided under this Agreement or by law: 10.1. Termination. The tion -defaulting Party shall have the right to terminate this Agreement or terminate the defaulting Party's rights under this Agreement. 10.2 Other Remedies. The non -defaulting Party may pursue any available remedy at law or in equity (including specific performance) by suit, action, mandamus or other proceeding to enforce and compel the performance of the duties and obligations set forth in this Agreement, to enforce or preserve any other rights or interests of the non - defaulting Party under this Agreement or otherwise existing at law or in equity and to 10 recover any damages incurred by the non -defaulting Party resulting from such Event of Default. 11. Term. This Agreement shall commence effective upon its execution by all parties and shall remain in effect until December 31, 2050, unless otherwise terminated pursuant to the terms of this Agreement. 12. Gencral Provisions. 12.1. Timc. Time is of the essence in this Agreement and for the performance of all covenants and conditions of this Agreement. 12.2 Non -appropriation. The Parties acknowledge that the City and the District are subject to Kansas cash basis laws, and that payment of the obligations of the City and the District under this Agreement can only be paid from appropriated funds legally available for such purpose. Nothing in this Agreement shall be interpreted or construed as a commitment or requirement that the City or the District obligate or pay funds in contravention of applicable Kansas law. 12.3. Entire agreement. This Agreement constitutes the entire agreement among the parties and supersedes all prior agreements and understandings pertaining thereto, whether written or oral. No covenant, representation or condition not expressed in this Agreement shall affect or be deemed to interpret, change or restrict the express provisions of this Agreement. 12.4. _Feminine -Masculine, Singular -Plural. Wherever used, singular shall include the plural, plural the singular, and use of any gender shall include all genders. 12.5. Kansas Law—Interpretation. This Agreement and its validity, construction, and performance shall be governed by the laws of Kansas. This Agreement shall be interpreted according to its fair meaning, and not in favor of or against any party. 12.6. Notices. All notices required or permitted to be given pursuant to this Agreement 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 courier service. Notices shall be addressed as appears below for each party: City of Salina, Kansas: City Clerk 300 W. Ash St. P.O. Box 736 Salina, KS 67402-0736 Salina Baseball Enterprises, Inc.: Kenneth H. Hancock Co -Executive Director 1831 Hillcrest Lane Salina, KS 67401 USD 305: Kris Upson, Executive Director Facilities & Operations 1511 Gypsum Street Salina, KS 67401 Kansas Wesleyan University: Steve Wilson Director of Athletics 100 E. Claflin Avenue Salina, KS 67401 12.7. Invalidity in part. hr the event that any condition, covenant or other provision contained in this Agreement is held to be invalid or void by any court of competent jurisdiction, the same shall be deemed severable from the remainder of this Agreement and shall in no way affect any other condition, covenant, or provision herein contained. In the event a provision is deemed invalid, the Parties agree to amend this Agreement to include a new condition, covenant, or other provision that replicates as closely as is legally possible under Kansas law the intent of the severed provision. 12.8. Authorized signatories. Each signatory executing this Agreement does thereby represent and warrant to the other Parties that the signatory has been duly authorized to deliver this Agreement in the capacity and for the entity for which the signatory acts. 12.9. Headuias. The headings of the sections of this Agreement are included for the purposes of convenience only and shall not affect the interpretation of any provision of this Agreement. 12.10. Venue. In the event of any legal action to enforce or interpret this Agreement, the sole and exclusive venue shall be in the District Court of Saline County, Kansas 12.11. Parties Bound. This Agreement shall extend to and bind the Parties and their successors. 12.12. Waiver. No failure or delay by a Party hereto to insist on the strict performance of any terin of this Agreement, or to exercise any right or remedy consequent to a breach thereof, shall constitute a waiver of any breach or any subsequent breach of such ten -n. 12.13. No Third Party Beneficiaries. Solely the parties to this Agreement shall have rights and may make claims under this Agreement. There are no intended third -party beneficiaries under this Agreement, and no third parties shall have any rights or make any claims hereunder. 12 12.11. District Mandatory Contract Provisions. The Provision found in Contractual Provisions Attachment (Form DA -146a, Rev. 07-19), which is attached hereto, are hereby incorporated in this contract and made a part thereof. IN WITNESS WHEREOF, each of the Parties, by its duly authorized representative, has executed this Agreement on the date shown below the representative's signature. (No further text; signature pages follow) 13 CITY OF SALINA, KANSAS s. Michael L. Hoppocjr,!r' ayor Date: _, 2020 Attest: <at`wlga Shandi Wicks, CMC, City Clerk Error! Unknown document property name. SALINA BASEBALL ENTERPRISES, INC, Tyle�Cioch, President Date:�p'v� 2020 Kenneth H. I ancock, Co -Executive Director Date: �, 2020 13yron Tomlins, Co-Exccutiv Director Date: /O/C? _,2020 16 Attest: 1 Deborah S.�Imvn�,,Jll,ard Clerk Ui IhWD S (JOL DISTRICT NO. 305 C -ie rant, aid President 1)atc . P 2,q , 2020 16 KANSAS WESLEYAN UNIVERSITY Matt Thompson, President and C1�10 Date:/y a, 2020 17 Exhibit A Page A- I Dean Evans Stadium Improvements Cost Estimate (Revision 04/01/20) Description I Unit d UnitsUnit Cost ewgetaq Cost Est. Notes / comments Total field! artificial turf system sq. ft 134,000 $T25 $971,500 Alisc. improvements (for turf Installation) LS 1 OS'000 $25,000 allnwanu• for ndse. additional woes if necessary for toiling Sprinkler system modifications N/A $0 to accommodate turf; by City if feri'd Heli lighting Irnprovernents LS 1 $200,000 $200,000 allowance to add new LEU luminaries to existing poles New scoreboard N/A $0 retain existing scoreboard installed in 2017 WIlpen modirtcalions /:upgrades $17a Instal) bullpens on playing field $8,500 allowance tar fencing, etc. to acrommodate bullpens on playing field Tarp root over bullpens Sr 2,000 $3 $6,000 1,000 sq. ft pet bullpen Misc. Additional improvements Ls 1 $2,500 $2,500 allowance outtmprOyentS, >Ogme Ls 2 $1.000 0-10-1allowance for lighting, new finishes, benches, etc. ncss boss Renovations 533;500 upgrade Interior finishes LS 1 $5,000 $5,000 allowance for mise. painting, etc IIVAC system N/A $0 completed In 2018 general and task lighting Improvements LS 1 $5,(000 $5,000 allowance ue6igeralor LS 1 $11000 $1,000 allowance n Im repairs LS 1 $2,SOO $2,500 allowance tot masonry repair, weatberproaGng, caulking, etc. Misc. Site and Stadium Repair$ and improvements. $34,onQ General pambest and Coatings Repair IS 1 $10,000 $10,000 atlowarxe Misc. Site and Stadium Repairs and improvements LS 1 $20,000 $20,(M allowance Turf Maintenance Lquipment LA 1 $4,000 $4,000 allowance (cost estimalo Oran turf supplier) New Women'stoliet and Misc. Toilet Improvements $3011,000 Lased onrernadeling existing Concessions/Toliets at bean Evans; indudas new Ro- lwgsose OF Concession lganand, rtmqura�., mad,, LS 1 $100,000 $100,OLW wonion's toilet, renwdel exist. tden's toilet, remodel exist. Women's toilet into :d) ure sWbaby changing room, ventilation work etc. pan £vans Covered Batting Cages $J0 banging cage {nett)"$) EA 4 $1,000 $4,(MW lased on reran, 55' batting cages; GS' L X 15'VV vLab, batting cage fame EA 4 $1,500 $6,000 Connate slab CY so $250 $12,500 rl"W' service(elsctrlcal is 1 $5,000 $51" allowance lighting t5 1 $2,500 $2,500 allowmncv Tarp Sf 3600 $2 $72M based on tour tarps60'x 15' to provide overhang rod ConcessliMalre$ Accommodations (Co ci ete$Iab) $17,5010located nese north parking area Concrete slab 1.5 1 $10,000 $10,000 Utilities water service IS 1$"(,500 $2,500 dIm-n- for exic"'kel ofeschting utility electric service LS 1 $5,000 $5,000 allowance for extension of existing utility Exhibit A Page A-2 3 Sarna BaS'UII Ental1r15r� rv,. Dean Evans Stadium Facilities Improvements Cost Estimate Totals (Revision 04/01/20) Description Budgetary Cost Est. Notes / Comments Non -Renovation Work Items Patio Seating at Dean Evans $150,000 Included as part of the project Dean Evans Stadium Renovations $1,455,500 Dean Evans turf costs: $971,500 (fully turfed infield and outfield) ECRA Facility Signage $50,000 Allowance - signage will be developed and Installed depending on naming rights Budgetary Raw Cost Subtotal Total $1,505,500 General Conditions $53,400 10% of raw construction costs (less turf contractor costs of $971,500) Erosion Control $20,000 allowance -may not be necessary since site Is existing Contingency $106,800 20% of construction costs (less turf contractor costs of $971,500) A/E Pees $53,400 10% of raw construction costs (less turf contractor costs of $971,500) Building Permits $10,000 allowance Construction Bond (non -turf related) $5,340 1.0% of construction costs Sales Tax $0 assumes sales tax exempt due to USD 305 tax status and SBE 501c-3 status Project Budgetary Cost Total) $1,754,440 Exhibit 13 SPE Procedure for Turf Contractor Selection and Procurement 1. Develop a list of potential pre -qualified turf contractors (suppliers / installers) based on national and regional reputation and previous experience on similar size and scope projects, using the previous experience of various Salina Athletic Partners members on turf installation projects and consulting with SBE design professional for additional recommendations. 2. From the list of potential contractors, select 3-4 pre -qualified turf contractors identified as best qualified to be part of the sealed competitive bid process. 3. From each of the selected pre -qualified turf contractors request: • product data on the various turf products offered • information about where their turf is manufactured and by whom • do they manufacture their own turf and/or do they have a carpet manufacturer that exclusively manufacturers turf to their specifications? • suggestions on specific types of turf products, minimum turf weight recommended, sub -base products and procedures, and in -fill products they recommend for our project • geographic locations and contact information for previous specific relevant projects similar to ours ® contact names for relevant projects • potential things to avoid 4. Meet privately with each selected pre -qualified turf contractor to hear first hand about their company, see their turf products, discuss our specific project, etc. 5. Visit selected sites / projects of each of the potential bidders. G, Develop a Request for Proposal (RFP) and send to each pre -qualified turf contractor selected to submit a sealed bid. 7. Receive sealed bids and have a contractor selection team consisting of a representative from SBE, City of Salina, and USD 305 evaluate and individually rank each proposal based on: ® completeness of response to RFP • availability to complete the project within our stated timeline base bid cost • proposed alternative bid considerations submitted (if any) • recommended changes / improvements to base bid requirements and associated costs (if any) m previous relative experience and local or regional projects completed (if any) 7. Select the successful turf contractor after comparing the evaluations made by the contractor selection team, discussing any recommended suggestions and costs (additions or savings) from base bid, ultimately selecting the contractor that represents the highest value for our project. 8. SBE will contact the selected turf contractor and enter into construction contract with contractor naming the City of Salina as an additional insured. Exhibit C CITY OF SALINA CONTRACT UAL PROVISIONS ADDENDUM This Addendum to is entered into this —_clay of , 20 , by and between Baseball Enterprises, tile., a Kansas corporation ("Baseball Enterprises"), and a ("Contractor"). Recitals A. Baseball Enterprises is a party to an agreement with the City of Salina, Kansas (`°City"), dated _ _ , 2020 (the "Dean Evans Stadium Agreement"), setting forth the terms and conditions under which the City, Baseball Enterprises, and certain other parties collectively identified as the "Salina Athletic Partners" will make contributions to the proposed improvements to Dean Evans Stadium ("Improvements"). B. Pursuant to the Dean Evans Stadium Agreement, Baseball Enterprises and the City agreed that Baseball Enterprises will incorporate certain mandatory contractual provisions into all contractual agreements related to work to be performed on the Improvements. C. Baseball Enterprises and the Contractor have entered into a contract, dated 20_, providing for Contractor's provision of in connection with the Improvements ("Agreement"). D. This Addendum contains the mandatory contractual provisions required by the City to be attached to and incorporated in the Agreement between Baseball Enterprises and the Contractor. The parties, in consideration of the mutual promises set forth in this Addendum and the Agreement, agree and covenant: 1. Incorporation of Addendum; Order of Precedence. This Addendum, including the Recitals set forth above, is hereby incorporated into the Agreement as though more filly set forth therein. The requirements of this Addendum will take precedence of any inconsistent provisions in the Agreement. 2. Designation of City, as 'Third -Party Beneficiary. The Contractor agrees that the City is an express third -party beneficiary of the provisions of this Addendum, shall be entitled to the rights and benefits hereunder, and may enforce the provisions of this Addendum in the same manner as if it were a party hereto. 3. Insurance Requirements, 3.1. Types and Amount of Covera,c. The Contractor agrees to obtain insurance coverage as specified in the attached and incorporated Insurance Requirements Summary and shall not make any material modification or change from these specifications without the prior approval of the City. If the Contractor subcontracts any of its obligations under the Agreement, the Contractor shall require each such subcontractor to obtain insurance coverage as specified in the Insurance Requirements Summary. Failure of the Contractor or its subcontractors to comply with these requirements shall not be construed as a waiver of these requirements or provisions and shall not relieve the Contractor of liability. 3.2. Rating. All insurance policies shall be issued by insurance companies rated no less than A- VII in the most recent "Bests" insurance guide and admitted in the State of Kansas. Except as otherwise specified in the hrsurance Requirements Summary, all such policies shall be in such form and contain such provisions as are generally considered standard for the type of insurance involved. 3.3. Certificate of Insurance. Prior to commencing the performance of any work or services under the Agreement, the Contractor shall furnish the City with a certificate of insurance listing the City as the Certificate Holder and evidencing compliance with the insurance requirements in the Agreement. The City reserves the right to require complete certified copies of all insurance policies procured by the Contractor pursuant to the Agreement, including any and all endorsements affecting the coverage required hereunder. 4. indemnification. To the fullest extent permitted by law, the Contractor shall defend, indemnify and hold harmless the City, its agents, representatives, officers, officials and employees from and against all claims, damages, losses and expenses (including but not limited to attorney fees and court costs) attributable to bodily injury, sickness, disease, death, or injury to, impairment, or destruction of property, including loss of use resulting therefrom, to the extent that such claims, damages, losses, and expenses relate to, arise out of, or are alleged to have resulted from the wrongful acts, errors, mistakes, omissions, or defective work or services of the Contractor, its employees, agents, or any tier of subcontractors in the performance of the Agreement. 5. Init ry to Persons or Damage to Property. The Contractor acknowledges responsibility for any injury to person(s) or damage to property caused by its employees or agents in the performance of its duties under the Agreement and shall immediately notify the City's Risk Management Department at (785) 309-5705 in the event of such injury to person(s) or damage to property. 6. Applicable Law; Venue, The Agreement and its validity, construction and perlonnance shall be governed by the laws of Kansas. In the event of any legal action to enforce or interpret the Agreement, the sole and exclusive venue shall be in the Saline County, Kansas District, Court. 7. Equal Opportunity. In conformity with the Kansas act against discrimination and Chapter 13 of the Salina Code, the Contractor and its subcontractors, if any, agree that: (1) The Contractor shall observe the provisions of the Kansas aet against discrimination and Chapter 13 of the Salina Code and in doing so shall not discriminate against any person in the performance of work under the Agreement because of race, sex, religion, age, color, national origin, ancestry or disability; (2) The Contractor shall include in all solicitations, or advertisements for employees, the phrase "equal opportunity employer," or a similar phrase to be approved by the City's human relations director; (3) if the Contractor fails to comply with the manner in which the Contractor reports to the Kansas human rights commission in accordance with the provisions of K.S.A. 44-1031 and amendments thereto, the Contractor shall be deemed to have breached the Agreement and it may be canceled, terminated or suspended, in whole or in part, by the City; (4) If the Contractor is found guilty of a violation of Chapter 13 of the Salina Code or the Kansas act against discrimination under a decision or order of the Salina human relations commission or the Kansas human rights commission which has become final, the Contractor shall be deemed to have breached the Agreement and it may be canceled, terminated or suspended, in whole or in part, by the City; (5) The Contractor shall not discriminate against any employee or applicant for employment in the performance of the Agreement because of race, sex, religion, age, color, national origin, ancestry or disability; and (6) The Contactor shall include similar provisions in any subcontract under the Agreement. 8. Construction Requirements, If the Contractor is obligated under the Agreement to construct or make repairs to any portion of the Improvements, Contractor shall comply with the following requirements: 8.1. Performance and Pavment Bonds. If compensation payable to Contractor for work on the Improvements exceeds $50,000, then prior to the commencement of any work on the Improvements, the Contractor shall Furnish a performance bond, running independently to the City, and a statutory payment. bond running to the state of Kansas. The performance bond shall be conditioned upon the prompt, full, and complete performance by the Contractor as principal of its covenants, obligations, and agreements as contained in the Agreement and related contract documents, including but not limited to performance by the Contractor of its warranty obligations set forth in Section 9 below. The statutory payment bond shall be conditioned upon the Contractor, as principal, paying all indebtedness incurred for labor, supplies, equipment, and materials furnished in making the Improvements called for by the Agreement and related contract documents. F..ach bond shall be in an amount at least equal to the contract price for the Improvements. The form of each bond shall be subject to approval by the City. Each bond shall be executed by such sureties as are authorized to conduct business in the state of Kansas. All bonds signed by an agent must be accompanied by a certified copy of the agent's authority to act. The performance bond shall be delivered to the City Clerk. The Contractor shall file the payment bond with the Clerk of the Saline County District Court in accordance with K.S.A. 60-1111(b) and deliver a file -stamped copy to the City Clerk. 8.2, Contractor's Warranty to City_. A. If within two years after final completion of the Improvements as a whole (as evidenced by final payment and release of all retainage), any Improvements constructed by the Contractor or its subcontractors are found to be defective, the Contractor shall promptly, without cost to the City and in accordance with the City's written instructions: (i) Correct such defective Improvements; or (ii) If the defective improvements have been rzjected by the City, remove and replace them with Improvements that are not defective; and satisfactorily correct or repair, or remove and replace, any damage to other Improvements or other land or areas resulting therefrom. B. If the Contractor does not promptly comply with the terms of the City's written instructions, or in an emergency where delay would cause serious risk of loss or damage, the City may have the defective hnprovements corrected or repaired or may have the rejected Improvements removed and replaced. All claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court costs) arising out of or relating to such correction or repair or such removal and replacement (including but not limited to all costs of repair or replacement of work of others) will be paid by the Contractor. C. Where defective Improvements (and damage to other Improvements resulting therefrom) has been corrected or removed and replaced under this paragraph, the warranty period hereunder with respect to such hnprovements will be extended for an additional period of two years after such correction or removal and replacement has been satisfactorily completed. D. The obligations under this paragraph are in addition to any other obligation or warranty, and shall not be construed as a substitute for, or a waiver of, the provisions of any applicable statute of limitations or repose. IN WITNESS WHEREOF, the parties hereunto have executed this Addendum this day of ,20 [CONTRACTOR NAME], [Contractor Legal Entity] By: Name: Title: Date: '20 SAL.INA BASEBALL ENTERPRISES, INC., a Kansas not-for-profit corporation By: President Date: 4 INSURANCE REQUIREMENTS SUMMARY Pursuant to Section 3 of the Addendum, the Contractor shall obtain, pay for, and maintain — and shall require each of its authorized subcontractors to obtain and maintain — for the duration of the Agreement, policies of insurance meeting the following requirements: 1. General Requirements. A. Additional Insured. With the exception of the workers' compensation and professional liability policies to be obtained by the Contractor hereunder, all policies shall name the City of Salina ("City"), its agents, representatives, officers, officials, and employees as additional insured(s), hnsurance for the additional insured shall extend to Products/Completed Operations and be as broad as the insurance for the named insured, including defense expense coverage, and, with respect to the commercial general liability policy required hereunder, shall be endorsed to apply as primary and non-contributory insurance before any other insurance or self- insurance, including any deductible, maintained by, or provided to, the additional insured(s). B. Waiver of Subrog tion. Where allowed by law, all policies will include a waiver Of subrogation in favor of the City, its agents, representatives, officers, officials, and employees. C. Claims Made Policies. If coverage is written on a claims -made basis for any of the policies required by this Agreement, the Contractor must maintain the coverage for a minimum of two (2) years from the (late of final completion of all work under the Agreement. D. Premium and Deductible Expenses. The Contractor shall be responsible for all premiums and retention or deductible expense for any and all policies required by this Agreement. 2. Specific Coverage Requirements, A. Commercial General Liability ("CGL"). The Contractor shall maintain CGL coverage written on ISO Occurrence form CG00 01 or an industry equivalent, which shall cover liability arising from Personal Injury, Bodily Injury, Property Damage, Premises and Operations, Products and Completed Operations, Contractual Liability, Independent Contractors and Advertising Injury. The policy limits shall not be less than the following: • Each occurrence $1,000,000 • General aggregate $2,000,000 • Personal and Advertising Liability $1,000,000 The policy shall contain an endorsement that modifies the general aggregate to apply separately to each project. The Contractor shall maintain the Products and Completed Operations liability coverage for a period of at least two (2) years after completion of all work under the Contract. B. Business Automobile Liability_ ("BALD, The Contractor shall maintain BAL coverage written on ISO form CA 00 01 or an industry equivalent. Coverage shall be applicable to all autos and other vehicles subject to compulsory auto liability laws that are owned, hired, rented or used by the Contractor and include automobiles not owned by but used on behalf of the Contractor. The BAL policy limits shall not be less than the following: • Combined single limit $1,000,000 C. Workers' Compensation/Employer's Liability. The Contractor shall maintain workers' compensation and employer's liability coverage with policy limits not less than the following: • Workers' Compensation (Coverage Part A) o Statutory • Employer's Liability (Coverage Part B) o $100,000 each accident o $500,000 disease — policy limit o $100,000 disease --- each employee 6 (Summary published in The Salina Journal on March_, 2023) (Published on the City of Salina's website for a minimum of one week from March 27, 2023 to April 3, 2023) ORDINANCE NUMBER 23-11148 AN ORDINANCE ESTABLISHING THE "TURF MAINTENANCE AND REPLACEMENT" FUND PURSUANT TO K.S.A. 12-1,118. WHEREAS, K.S.A. 12-1,118 authorizes the governing body of any city which has formally approved a multi-year capital improvement plan setting forth the public improvement and infrastructure needs of the city on a prioritized basis to establish by ordinance separate, noritbiidgeted capital improvements funds in anticipation of receiving moneys budgeted and transferred to sq( d Aunds for that purpose in order to account for receipt, investment, and authorized expenditure of funds in4ccordance with that purpose; and yr ,. WHEREAS, the Governing Body entered into an agreement on August 3, 2020, nth Salina Athletic Partners (the "Agreement"); and WHEREAS, Section 4.5.3 of the Agreement requires in accumulating funds solely for use in mairit ming, repairing Evans Stadium, SO NOW, THEREFORE; y the Governing Body;,; of Fun -',,A separate, and publication 6*,,,in the of to establish a dedicated fund for use turfed surfaces at the Dean reserve fund titled "Turf Maintenance on the City's financial system to account for authorized expenditures made pursuant to the City of Salina and Salina Athletic Partners. shall be in full force and effect from and after its adoption city newspaper by the following summary: Ordinance No. 23-11148 Summary On March 27, 2023, thou City Commission passed Ordinance No. 23-11148. The Ordinance establishes the "TURF MAINTENANCE AND REPLACEMENT FUND as a dedicated fund for use in accumulating funds solely for use in maintaining, repairing and replacing turfed surfaces at the City's ball fieldsto be administered pursuant to Ordinance No. 23-11148. A complete copy of the Ordinance can be found at www.salina-ks.gov or in the office of the City Clerk, 300 W. Ash, free of charge. This summary is certified by the City's legal counsel. Introduced: March 27, 2023 Passed: April 3, 2023 [SEAL] ATTEST: JoVonna Rutherford, City Clerk The Gre€ Michael L. Hoppock, Mayor 2