Agreement Relating to Wilbur and Matson Fields AGREEMENT
between the
CITY OF SALINA, KANSAS
and
SALINA BASEBALL ENTERPRISES, INC.;
relating to
Relating to Wilbur Field and James Matson Field
This Agreement dated effective October 9,2023 (the"Agreement")is entered into between
the City of Salina, Kansas, a Kansas municipal corporation ("City") and Salina Baseball
Enterprises, Inc., a Kansas not-for-profit corporation("Baseball Enterprises").
Recitals
A. In 2018 the Salina Athletic Partners [including Baseball Enterprises, Unified
School District No. 305 (the "District"), and Kansas Wesleyan University ("KWU")] 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 what was then known as the East Crawford
Recreation Area("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 ultimately 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 an Agreement relating to Dean Evans
Stadium dated August 3, 2020, regarding the funding, design, construction, and maintenance of
improvements to and the future use and scheduling of Dean Evans Stadium (the "Dean Evans
Stadium Agreement").
C. In the next phase of work to enhance facilities within the Berkley Family Recreation
Area, Baseball Enterprises' primary interests include completion of its vision of renovations and
enhancements of what is now known as Wilbur Field and renovations to James Matson Field to
the extent the combined budgetary resources of the City and Baseball Enterprises allow after
completion of all Wilbur Field renovations. The City's primary interests include installation of
new field lighting for Dean Evans Stadium; basic renovations to Wilbur Field; and basic
renovations to James Matson Field,to the extent the combined budgetary resources of the City and
Baseball Enterprises allow.
D. The City and Baseball Enterprises intend through this Agreement to address the
funding, design, construction, and installation of new field lighting for Dean Evans Stadium;
renovations and improvements to Wilbur Field; and renovations to James Matson Field to the
extent the project budget allows, including a cooperative process whereby budgeted versus actual
project costs for each element of the overall project can be identified, evaluated, and potentially
value engineered such that, to the extent necessary, cost overruns and underruns can result in
reallocation of the combined public and private funds consistently with both the City's and
Baseball Enterprises' interests.
THE PARTIES, therefore, agree and covenant:
1. Exhibit A Inventory of Renovations; Project Scope.
1.1. Inventory of Renovations. The attached and incorporated Exhibit A
inventories a multi-task program of identified renovations (the "Renovations") including
playing field lighting for Dean Evans Stadium, renovations to Wilbur Field, and
renovations to James Matson Field, in terms of:
(a) An itemization and brief description of each element of the program of
identified renovations by field;
(b) The projected Budgetary Raw Cost, the projected Budgetary Overhead
Allocation, and the projected Budgetary Total Cost Allowance for each project
element; subtotals of each of those projections for Wilbur Field (including the
field lighting element for Dean Evans Stadium) and James Matson Field, and
totals of each of those projections for the full program of renovations;
(c) Identification of the project elements to be funded by Baseball Enterprises (the
"Baseball Enterprises Elements"); and
(d) Identification of the project elements to be funded by the City (the "City
Elements").
1.2. Project Scope. Subject to the terms and conditions of this Agreement, the
scope of the renovations to be designed, constructed, installed, and funded pursuant to this
Agreement include:
(a) The Wilbur Field Renovations listed on Exhibit A as elements 1 a, lb, 1 c
(including playing field lighting at Dean Evans Stadium), 1 d, 1 e, 2, and 3 (the
"Wilbur Field Project Scope") at a projected Budgetary Total Cost Allowance
totaling $3,109,556 (the Wilbur Field Project Budgetary Total Cost"); and
(b) Potentially, to the extent the combined budgetary resources of Baseball
Enterprises and the City allow after completion of the Wilbur Field Project
Scope, one or more of the James Matson Field Renovations listed on Exhibit A
2
in order of priority as elements 4 through 11 (the "James Matson Field Project
Scope") at a projected Budgetary Total Cost Allowance totaling $301,297 (the
"James Matson Field Project Budgetary Total Cost").
2. Funding the Project Scope. The City and Baseball Enterprises agree to fund the
cost of the Wilbur Field Project Scope and potentially, after completion of the Wilbur Field Project
Scope,the James Matson Field Project Scope(collectively,the"Project")in the following manner.
2.1. City Funding Commitment.
2.1.1. Amount and Application to Project. The City agrees to contribute
toward the cost of the Project("City Funding")the greater of(a) $932,867 or(b) if
Baseball Enterprises raises additional funds beyond Baseball Enterprises'
commitment of$2,176,689 to fund the cost of the Project (see Section 2.2 below),
a continued match at a ratio of 70% Baseball Enterprises / 30% City, subject to a
cap on City Funding of$1,000,000. City Funding shall be applied first to the City
Elements of the Wilbur Field Project Scope by direct payment of contractor
applications for payment for work performed on the City Elements of the Wilbur
Field Project Scope as certified by Jones Gillam Renz Architects (the "Architect")
and approved by the City and Baseball Enterprises for expenses incurred for the
following City Elements as identified in Exhibit A:
City Elements Exhibit A Budgetary Total
Cost Allowance
(a) General site/civil work(Wilbur Field) la $ 61,742
(b) Stadium Utilities (Wilbur Field) lb $ 16,839
(c) Playing field lighting (Dean Evans) 1 c $ 280,647
(d) Playing field lighting (Wilbur Field) lc $ 449,035
(e) Fencing (Wilbur Field)—(excluding
backstop fence/netting system) 1 e $ 90,722
(f) Share of bullpens (Wilbur Field) 7 $ 33,882
TOTAL $ 932,867
2.1.2. Payment Process for City Elements. Applications for payment
certified by the Architect and approved by the City and Baseball Enterprises for
work performed on the City Elements of the Wilbur Field Project Scope shall be
paid directly to the Contractor by the City pursuant to the following process.
Provided that an application for payment is received by the Architect not later than
the 20th day of a month and the Architect is able to certify the application for
payment and submit the application for payment to the City and Salina Baseball
Enterprises by the following 25th day of the month for approval,the City shall make
payment of the certified and approved amount to the contractor not later than the
20th day of the following month. If an application for payment is received by the
Architect after the date fixed above and the Architect is able to certify the
application for payment and submit the application for payment to the City and
Salina Baseball Enterprises within five(5)business days for approval,the City shall
3
make payment of the certified and approved amount to the contractor not later than
20 days after the Architect submits the certified application for payment to the City
and Baseball Enterprises.
2.1.3. Cost Underruns. If cost underruns result in any of the City Funding
remaining unexpended upon completion of the City Elements of the Wilbur Field
Project Scope, the unexpended City Funding shall be held in abeyance until a joint
review by the City and Baseball Enterprises can be completed toward a
determination of whether any of the unexpended City Funding is required and
should be reallocated toward completion of any of the Baseball Enterprises
Elements of the original Wilbur Field Project Scope in response to cost overruns in
the Baseball Enterprises Elements of the original Wilbur Field Project Scope. If,
and to the extent the unexpended City Funding is not required to complete the
Baseball Enterprises Elements of the Wilbur Field Project Scope, the unexpended
City Funding will be applied to the elements of James Matson Field Project Scope
as prioritized in Exhibit A.
2.1.4. Cost Overruns. If cost overruns preclude completion of the City
Elements of the Wilbur Field Project Scope,the City and Baseball Enterprises agree
to conduct a joint review of whether unexpended Baseball Enterprise Funds are
available and should be reallocated toward completion of the City Elements of the
Wilbur Field Project Scope. If not, Baseball Enterprises reserves the right to raise
and expend amounts in addition to Baseball Enterprises Funding (including the
resulting match of additional City Funding pursuant to Sec. 2.1.1. above) as may
be required to complete the original Wilbur Field Project Scope. If Baseball
Enterprises either chooses not to or is unable to raise and expend additional funds
sufficient to complete the original Wilbur Field Project Scope,Baseball Enterprises
and the City agree to conduct further joint review of what value engineering or
elimination of elements of the Wilbur Field Project Scope can result in completion
of the Wilbur Field Project Scope as fully as combined City Funding and Baseball
Enterprise Funding will allow, placing priority on completion of project elements
(a)-(f) identified in Sec. 2.1.1. above.
2.2. Baseball Enterprises Funding Commitment.
2.2.1 Amount and Application to Project. Baseball Enterprises agrees
to fund the cost of the Project in the amount of$2,176,689 [the projected cost of all
elements of the Wilbur Field Project Scope ($3,109,556) less the projected cost of
the City Elements ($932,867), referred to as "Baseball Enterprises Funding"].
Baseball Enterprises Funding shall be applied first to the Baseball Enterprises
Elements of the Wilbur Field Project Scope by direct payment of verified contractor
invoices submitted to Baseball Enterprises for work performed on the Baseball
Enterprises Elements of the Wilbur Field Project Scope.
2.2.2. Cost Underruns. If cost underruns result in any of the Baseball
Enterprises Funding remaining unexpended upon completion of the Baseball
4
Enterprises Elements of the Wilbur Field Project Scope, the unexpended Baseball
Enterprises Funding shall be held in abeyance until a joint review by the City and
Baseball Enterprises can be completed toward a determination of whether any of
the unexpended Baseball Enterprises Funding is required and should be reallocated
to complete any of the City Elements of the original Wilbur Field Project Scope in
response to cost overruns in the City Elements of the original Wilbur Field Project
Scope. If, and to the extent the unexpended Baseball Enterprises Funding is not
required to complete the City Elements of the Wilbur Field Project Scope, the
unexpended Baseball Enterprise Funding shall be applied to the elements of James
Matson Field Project Scope as prioritized in Exhibit A.
2.2.3. Cost Overruns. If cost overruns preclude completion of the
Baseball Enterprises Elements of the Wilbur Field Project Scope, the City and
Baseball Enterprises agree to conduct a joint review of whether unexpended City
Funds are available and should be reallocated toward completion of the Baseball
Enterprises Elements of the Wilbur Field Project Scope. If not,Baseball Enterprises
reserves the right to raise and expend amounts in addition to Baseball Enterprises
Funding(including the resulting match of additional City Funding pursuant to Sec.
2.1.1. above) as may be required to complete the original Wilbur Field Project
Scope. If Baseball Enterprises either chooses not to or is unable to raise and expend
additional funds sufficient to complete the original Wilbur Field Project Scope,
Baseball Enterprises and the City agree to conduct further joint review of what
value engineering or elimination of elements of the Wilbur Field Project Scope can
result in completion of the Wilbur Field Project Scope as fully as combined City
Funding and Baseball Enterprise Funding will allow, placing priority on
completion of project elements (a)-(f) identified in Sec. 2.1.1. above.
2.2.4. Baseball Enterprises Funding 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 providing the Baseball
Enterprises Funding.
2.2.4.1. Funds on Account; Line-of-Credit-Backed Pledges. The
City is advised that contributions toward Baseball Enterprise Funding are
being administered under a project contributions account maintained by
Baseball Enterprises (the "Account"). The City is further advised that
certain of the private contributions to Baseball Enterprise's 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 a bank loan payable by Baseball
Enterprises (the "Line of Credit").
2.2.4.2. Naming Rights. As part of its fundraising efforts,Baseball
Enterprises has expressed its desire to offer and propose the potential
5
naming or renaming of components of the Project. BFRA 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 August 26, 2019,the City Commission adopted
Resolution No. 19-7733 in completion of the first step under the Naming
Guidelines by identifying the former East Crawford Recreation Area (now
BFRA), in its entirety, as a qualified facility for naming rights under the
Naming Guidelines. Any renaming of a qualified facility currently named
after an individual will require written proof satisfactory to the City that the
family has been consulted and concurs with the renaming. Baseball
Enterprises agrees that when communicating with prospective donors
regarding the naming or renaming of elements of the Project, its
representatives will inform prospective donors that any naming initiative is
ultimately subject to City Commission discretionary approval.
2.2.4.3. 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 a date on or before December 1,2023, as determined by Baseball
Enterprises (the "Certification Date"), Baseball Enterprises 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 the
Certification Date by Baseball Enterprises in the form of(a)cash on deposit
in the Account and (b) bank lines of credit secured by pledges; in a
combined amount of no less than $2,176,689 qualified and committed for
utilization toward Baseball Enterprises Funding. Unless Baseball
Enterprises Funding equals or exceeds $2,176,689 as of the Certification
Date,Baseball Enterprises shall not enter into any contracts for construction
of any element of the Project.
2.2.4.4. Required Availability of Funds as Condition Precedent
to Entering any Additional Contracts. As a condition precedent to
entering into any additional contract(s) for any element(s) of the Project
after commencement of the Project in compliance with Section 2.2.4.3.,
Baseball Enterprises 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 Account and
(b) bank lines of credit secured by pledges; in a combined amount equal to
or greater than the cost of the proposed additional contract(s). Unless such
certification is provided, Baseball Enterprises shall not enter into the
additional contract(s).
2.2.5. Funds Management.
2.2.5.1. Baseball Enterprises Project Account. Baseball
Enterprises shall maintain a Project Account to be funded with Baseball
6
Enterprises 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.
2.2.5.2. Accounting and Reporting. Following commencement of
the Project, Baseball Enterprises shall provide the City with a monthly
accounting, both in the aggregate and segregated by project element, no
later than the 15th of the following month reporting on (a) its Project
Account receipts, disbursements and cash-on-hand; and (b) invoices
presented by Baseball Enterprises and approved payments made by the City
to contractors. Baseball Enterprises shall not be required to identify any
private contributors when fulfilling the reporting requirement of this
Section.
2.2.5.3. Audit. Baseball Enterprises shall annually have prepared
and submit to the City, at a minimum, a cash and transaction audit of its
Project Account by a certified public accountant.
3. Design, Construction, and Installation of Renovations.
3.1. City Authority; Design and Construction Advisory Group. Design,
construction, and installation of each element 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 City,and
a licensed architect mutually agreed upon by Baseball Enterprises 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 elements of the Project.
3.2. Compliance with Applicable Law; Permits. The design, construction,
and installation of each element of the Project shall be in accordance with all applicable
laws, including but not limited to the City Code. Baseball Enterprises shall obtain or shall
cause to be obtained all licenses,permits or other approvals required by any governmental
authorities to complete each element of the Project.
3.3. Pro iect Management and Contracting.
3.3.1. Baseball Enterprises as Contracting Entity; Process. Baseball
Enterprises shall serve as the contracting party for design, construction, and
installation of City-approved elements of the Project. For each element 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 recommendation to the Design and
Construction Advisory Group and the city manager;
7
• Preparation of a proposed budget;
• For each work element identified to be paid for by Baseball Enterprises
using private (non-public) funds, at the discretion of Baseball
Enterprises, obtain procurement of price quotes by negotiating with
selected,pre-qualified bidders,or by a generally publicized invitation to
bid, or by a qualifications-based invitation to bid conducted according
to the Procedure for Contractor Selection and Procurement attached and
incorporated as Exhibit B;
• For each work element identified to be paid for by City, solicitation of
sealed bids either, at the discretion of the City,by a generally publicized
invitation to bid or by a qualifications-based invitation to bid conducted
according to the Procedure for Contractor Selection and Procurement
attached and incorporated as Exhibit B;
• Reporting by Baseball Enterprises to the City via the form attached and
incorporated as Exhibit D, as soon as actual cost information regarding
a project element is first available or changes;
• Review of scope and cost of proposed contract(s) by the Design and
Construction Advisory Group and the city manager for purposes of
evaluating budget impacts and anticipating potential need for value
engineering;
• 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
• Administration of final payment(s) pursuant to the contract(s), to be
paid for directly by the responsible party identified in Exhibit A.
The City acknowledges the post-contracting role of Baseball Enterprises through
its designated representative in ongoing contract administration involving the
exercise of discretionary authority within the approved scope of each element of
the Project and not resulting in a substantive alteration of the scope of any
individual element. Baseball Enterprises shall, through its designated
representative,report the circumstances prompting any substantive exercise of such
discretionary authority and the outcome to the City and the Design and
Construction Advisory Group as soon as reasonably possible.
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 element of the Project by Baseball Enterprises and upon inspection and
approval of the completed element by the City, Baseball Enterprises shall dedicate
the completed element to the City.
8
3.3.3. Material Breach. Either (a) failure by Baseball Enterprises to
contract for, complete and/or fund the cost of any Baseball Enterprises Element, or
(b) Baseball Enterprises giving the City a reasonable basis to believe Baseball
Enterprises does not intend to contract for, complete and/or fund the cost of any
Baseball Enterprises Element shall be a material breach of this Agreement and, at
the sole discretion of the City, may trigger a reopener of negotiations between the
City and Baseball Enterprises regarding the City Funding as established under
Section 2.2.1. above.
3.4. Access to Wilbur Field and James Matson Field. The City grants a non-
exclusive license (the "License") to Baseball Enterprises and its employees, contractors,
agents, and volunteers for access to the Fields as is necessary to construct and install the
elements of the Project (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 element 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. Injury to Persons or Damage to Property. The City and Baseball
Enterprises agree to notify the City's Risk Management Department at (785) 309-
5705 in the event of injury to person(s)or damage to property on the Licensed Area.
4. Facilities Operations, Scheduling, and Maintenance.
4.1. Ownership and Control. The Parties acknowledge that following
construction and acceptance by the City of the completed Renovations, Dean Evans
Stadium, Wilbur Field, and James Matson Field 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 Wilbur Field and James Matson Field, subject to
Baseball Enterprises' and the District's respective scheduling priority described in Section
4.3,and with the benefit of the recommendations of the BFRA operations and maintenance
advisory board described in Section 4.2. and 4.3 and the parks and recreation advisory
Board, as applicable.
4.2. BFRA Operations and Maintenance Advisory Board. The City and
Baseball Enterprises acknowledge and agree that both Wilbur Field and James Matson
Field (the "Fields") are BFRA Facilities for purposes of the role of the existing BFRA
9
operations and maintenance advisory board as described in Section 4.2 of the existing Dean
Evans Stadium Agreement.
4.3 Scheduling; Term; Logistics; Priority. Scheduling of the Fields will be a
city staff administrative function to be conducted upon the same terms as (a) the existing
Dean Evans Stadium Agreement (DESA Sec. 4.4), including the priority given Baseball
Enterprises (DESA Sec. 4.4.1.) and the District (DESA Sec. 4.4.2.), but excluding the
priority given KWU(DESA Sec. 4.4.3); and(b)recommendations of the BFRA operations
and maintenance advisory board as the needs of the Parties and other current and future
users of the Fields evolve over the term of this Agreement (see Section 11 of this
Agreement).
4.4. Maintenance and Fees.
4.4.1. Maintenance of Improvements. Baseball Enterprises agrees to
assign to the City all warranties and maintenance contracts associated with each
element of the Project at the time of the City's acceptance of the applicable element.
In particular, the parties intend to assure that the turf element for Wilbur Field 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.
4.4.2. User Fees.
4.4.2.1. Recognition of Project Contributions. The Dean Evans
Stadium Agreement provides for recommendation by the BFRA operations
and maintenance advisory board and ultimate approval by the City's
governing body of a graduated user fee schedule for the use of Dean Evans
Stadium,taking into consideration the respective contribution of each of the
Salina Athletic Partners (including Baseball Enterprises) toward funding
construction of the Dean Evans Stadium Improvements. Baseball
Enterprises has conditioned its contribution to the cost of the renovation and
improvement of the Fields upon approval of its request that it not be subject
to user fees for its use of Dean Evans Stadium and the Fields for ten years.
Consistent with the intent of the Dean Evans Stadium Agreement and the
City's ultimate responsibility and authority in determining applicable user
fees, Baseball Enterprises shall not be subject to users fees applicable to
Dean Evans Stadium and the Fields for a period of ten years from the
effective date of this Agreement in recognition of the relationship between
(a) the intent of users fees for purposes of future field maintenance and (b)
the significant contribution of Baseball Enterprises toward both the Dean
Evans Stadium Improvements completed pursuant to the Dean Evans
Stadium Agreement and the renovation and improvement of the Fields
10
pursuant to this Agreement. Also, in recognition of the contribution to the
Project by Unified School District No. 305 (the "District") and in further
recognition of the contribution of Baseball Enterprises to the Project, a
graduated user fee schedule conceptually identical to the existing graduated
fee schedule provided for in Sec. 4.5.2 of the existing Dean Evans Stadium
Agreement shall apply to the District commencing upon the effective date
of this Agreement and to Baseball Enterprises commencing ten years from
the effective date of this Agreement.
4.4.2.2. User Fees; Future Maintenance. The City and Baseball
Enterprises acknowledge that funding of future maintenance of the Fields
will be dependent,to the extent feasible,upon fees for facility use consistent
with those charged by other communities with comparable facilities. The
City and Baseball Enterprises 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.
The City and Baseball Enterprises express their intent and desire that the
BFRA advisory board when making its recommendations and the city
commission 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
Improvements;
d. Game play compared with practices;
e. Age and size of participants; and
f. Number of innings per game
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.
6. Separate Entity. It is understood and agreed that the City is an entity separate
from Baseball Enterprises and that no relationship of principal/agent or employer/employee exists
between the City and Baseball Enterprises. 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 Baseball Enterprises has agreed to
participate 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 City and Baseball
Enterprises.
7. Assignment. The Parties acknowledge that participation under this Agreement is
based upon the unique nature and role of each of the City and Baseball Enterprises. Consequently,
11
neither this Agreement nor any interest in it shall be assigned or transferred by either the City or
Baseball Enterprises.
8. Amendment. This Agreement may be amended from time to time upon the
unanimous approval of both the City and Baseball Enterprises documented by a writing
specifically stating the amended terms and signed by an authorized representative of both the City
and Baseball Enterprises.
9. Default. If either the City or Baseball Enterprises 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 non-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
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. General Provisions.
12.1 Time. 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 is subject to
Kansas cash basis laws, and that payment of the obligations of the City 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 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
12
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
12.7. Invalidity in part. In 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. Headings. 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.
13
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 term 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
term.
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.
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.
CITY OF SALINA, KANSAS
Michael L. Hoppock, • -or
Date: OcJ-ober , 2023
Attest:
), •
Nikki Goding, City Clerk
SALINA BASEBALL ENTERPRISES, INC.
e eth H. H nock, Co-Executive Director
Date: � '/� '' 212023
't"4••.(/0 -7—'1
Byron W. Tomlins, Co-Executive Director
Date: Alen/v.14 AO, 2023
14
Exhibit A
to
r
E u
U.o
Ln 73 II
w
Ca Ln u
w m o = a
a 0
_ E morn
C v p 0 0 v .0 - axi 03
C) o
Tu E0 c c ,� _ w u `0 ui
OD OL a O O = N N 0 '.
E = o E `Y° = o 0 v 0 00
o 5-
U n >, o '� o S c Eo au = > a=1
In Y y 3 .'4J' u ' J `.-
'.-
L C N LC C 3
CC 0V. 3 =
4-,
3 0 00 ` 0 0 - -o - E - 0 m a cCD c Q1n
on
SD
E (7,
a <L,to oo E m o 3 o m `m c N m o o -' o a o iO
N .- o
ma, ',7
=
00
> - = c 3 vY 'x �o .. .. 3 - 3 -'o
1.1▪1 0-
b
LU o3
• cu cc `
-oovo a "C o o •` o c c c0 -6in E av y v vd m E E = L c u = p
} r0 E .D
O — VI
+~ a ,« a T v ui ui u � o m mY a m N
N w � ° c m v m
n n a = .. a n O OO CC w m n ` n N A 5
U E Y v o
3 3 1O CO3 3 3 if,' 0 v m 0 O v v E .0 .c0 v v 07,1
C 0 0 0 0- 0 0 0 C 0 c - -o ? E E 3 m 0 3 0 v '3''
0
O - = - 0 0 0 = O a a O a a a
0 m m m m m m 3 c n c w w a a c v v m a a "o a s
}+ w
U ++ a ._ .>
N C a>+ Y U W W LU W W y Y W W W LU W (j
L a s U U w m m m 00 00 U U m m 00 00 CO W
in
VI H 13 COtn CO
C.) i — --
th
0 c
Q H
d
y t
L.
i A
+r as 0 0
W• al LL u0 w
.(3 N --
as 3 C w n
CO 00
0
a y
vii -0 4-I D
as C fC o 49 E
0dm (C EB
CO >•• C a tY
c ++ m
• �L N l0 t0 o WO t0 0l 01 0 01 o n m m n 01 0 V1 n 01 m 10 m 01 .. V1 01 I.0`
(13 +• 0 Cr N N Vt N V1. N M M VT m 1/). N N H N V if). M V N H O U1m 0 10 N ,--IO O O C N N N N N CO CO 00 00 00 10 V u) O 00 H 00 00 (Cl CO 01 .-I V n
(n 'L w ri r-i ri c-i c-i to tB cr Lr ui rr c-i ei o t0 Vi ri n' to o 0S 0 vi
/.� m 3 0 ct ti In n u Cr CO u an vt 0 a .� VI. ci
IIS Vf N lA V} V} VT VI V10 M m c-I N to V* V? i? V? V?
CL ▪W m _,2 N .-i V? V1 to
Y LL V 11).
0 L N LID 10 0 l0 O 10 01 01 0 01 O n M m n 01 O V1 n 01 m t0 V1 01 ei V1 O1 10
• a C V N N ...n. N1. m m
VI M .1.1} N .-I .-t N V Vt In V N .4O V1 m 0 ID .-I .-i
4- I .N N N N N co 00 00 ci00 10 0 to O t0 1-1t0 m M CO .4 N 01 N
U 13 v L 10 ,.,5c-1 –7- –7- c-1 ri –,- .4 n U? V? rC t0 Q1 O tD V) n ‘.4. C ,_, c-I
V- V0 to 1.n- tn. VI V0 VI. u1 Cr ci V m Vt Vt ill Ill Vt illO j O NVI.VVT VT
�
m O Q
H
C O 0 0 0 0 0 0 0 O O O O O 0 0 0 0 0 0 0 0 0 0 0 O O 0 CO 0
`- O O O VT O VT O O 0 VI 0 VI O O 0 O O an. 0 0 0 0 0 0 O 0 O O O
0 Y O O O O O O O O V1 O O O O O O O O to O O a1 C V1 CO
U y v O O O O o 1 tri to u O to 0 0 0 ul (V O to a, n V
oc 0 u1 N N H N ,--1N N 01 (11 u} N m O to to V} V} 10 N to .-I tn. .--1_ 00 cc U t? Vt .1./1. Vt V0 VT V0 VI O ci .--4 ch N t? VI V1. VI. Vt illj ni ty` Vt tn. VT
Q. CO ..n. �
W —. —
N
CL
100
.T
roa
ad
-o
.N
0
0
--- 7o- m . u m E E o a m w a -5 c
t▪ > o c c m m a 00 u m
LL -
0m 3 > 3 p 2 0vLnvm v `n O NN'. m00 a n m - a,
0 o w o `
IL/ w 3 o aa a v
• > m v n cu -� m m n
03 c m 0 u om Y m. - ttc — . O c
V m ov N w O m a LL CO v a U
cd - cCv W 3 j m y j Vvi m
'O 0
c
O —▪ 0 " l7 n E '� 00 (0 w
IL3w iT a 00 =
a C o ar
*' N w Y, C .. n a
al Co W ro a
u C7 H a 0 m
to 0
d
ti .4 p •
.4 a
ti
• W
L J o
m
'( LnM co
L h
M 0
.moi C C n N
VI y a W .1 iJ�+
i••• to CCC a U
C
m E O Q! L
E i O ti O N
▪ M
C N C YO U c
E o w C O N . fo
U .-..7 Co m• •E03
F6 a
m a, co
N N - O Y C O m U
Y C YO C N C A Ou t1) o
V O
o C C C C - m .LJ L N 0
Z
,2,-; L Y L o. v C (v.a d J o
u o D a+ A o U
(1 a N a = 0) L a.+ 00 .a U CIO
4-,
2AS' O. 00 v 0 VI C to
- o +t++� 0 E CO c •to to I E to
L Cro
0 C 0 0
.x m O 'i 0 d y0 t _0 N c
C . v v - 0 0
Y
a, w a - to f0 .-1 '- N C c
X = O) o Q to
EO m in l0 m w O J C f1 to U U v O1 o
n a v -o D O
i
L O O C C U C U U t0 O U a) U N U V U O V
▪EN C o C a O) O C •` •^ C C f0 C C C CCC C
C y (a t0 to O U -U (o CO lD a U (o (O to fo (o f0 co O)
o a o —' o@ o too OD
o o 0 to o o o v 0 0 0 o a
a to to .n to io2 .n To To io to To a is To To 0. to °
f1
��▪//�� i > W
V/ C ` m Y N Y Y W >. W W
0 f0 Y V 0 U U V) V LII V)
m m
.CS a a
cu ce
L _1 �� _.
c
d 2
I— y
w g
o ....
0 0
3 u
u
LLV to
N a
C 01 II
p to
a a JTi•
D
..• "o m E
O E
C a W
GJ m
CC to a o 0 0 M O m Ln co M co M co a m m ao 03 m to m L M .1 10
` Y a t/1 M n M CC) M VT n CID N N H O .-i Cl) LO 00 N N 10 M N N N Nvt
to C N LO CO N 0 O N N M 00 V 10 00 O N O M N N H CO N N N LE/ LVD) 0A
W U tp .i N l0 .ol0 .-i O N M Ol lD Ill' N V N 00 oc .-i .-i LO ID .i .-i ci u "4 m
m- 3 m M V1 .i M o v V} v1 01 v1 ill-
VT
1 0 N m r v1 0
n. .� VT In .n .-� .n yn a .ti VI. .1 In .n v1 v? VT .n v) .ti
W a O V1 IT of v1 In
LL m' ~ ¢ tri
L o 0 O m a M o 00 If) 03 M M M LO m m V1 0 CO ID L0 0 Ln m LO ID 0 l0 M .-I _�
.� >a C lD In O co M in-
m
C LID N m N O .-i Ln O t/1 CO N N V1 LO M N N VT N .-1 lO lO
//�� to O O m ul N ID m 0 M N M O N LO M .'i N O M N N N CO N N N VT ID
- N L m O M .-i M .-I V1 U! .--I V1 V1 V N M c H H N .-1 - N H
aN 1 .-
VV1 V1 1 N .-
V1 V1 V 1 V1 .-I V1 to V1 VT VT V1 V1 m
a j O Vf I)- to VT V1 en
m o ¢ M
Ln O O Cl) 0 0 0 Ln o 0 0 in 0 0 O C) 0 0 0 0 0 0 0 0 O O O o
` .i NN N 0 0 v1 n O O In N O O O O O O O O O O O O O O O m
13,
CO O .-1 ci V) O CO O O N l0 O u) m O O O C) C) x 0 0 0 O O V) CT3 " o m lO M N O LI1 N n 00 V u> N a; O V) O O O a ui O O O Vl ) m
N t0 n N V1 .-I M m M V} V1 V1 .1 VT t/1 LI) O N u1 .-1 .-o s 1 .-1 .1 .1 .-1 I)
'O C U VT V1 VT V} VT VT V1 V1 VT V1 V1 V1 V1 VT n
m N
I/1
N
N
CO
0
C
U
no
a) U
y) LL
C J
O
'D i
Q td .
C CU
C C E Y m 01 01 00 `t u b.0 C j a) cu Y N 000 E O e2 00 u 8O 00
Y 1 .j x 0) O 0 ')3,- 0
a• C CO J 0
h O CLI C '~ N "o JO m J C ` N O J H w N m
u w E L° m m 0 v u '" 0 ff, �' a n to
a
W y N 0 m O N i• C i0 Y O 'C m Y Q to d K
o N m C m 0 (-)
W \ is N U % N L
0 a a m m 3 'c > v f0 a in
m y f0 D- A m to
C cc v m c l7 c = CC is
c r n 0 yam. (_,co LL N _w
•c 0a .a a a 0
C1 C a Y C C C m W c
U LL C m ±. CO 'o -13
p O m
O) N 0 o
Ct .i o N M IO I Q
- I II
on
ate-+ 3 ul n v :D a) c a) a
C a
F. w u m w — o `}° axi
G) is 'o . .5 .— ,_n m t.
To .. .D o .v.
E - 5
a) 4' o E9- w E a) aa, x '°
m m 0 00 vi -o a -0 0100 on
3
w v
O 2 °: a v a tL-
t., . Z o -o 1:23
U n m c .5 vvl c v S i ..
3yvv
° Oo O' 2 c v 3 o> o v
Y w 3 3 un vv o ro C u41+ss , = 0 11 aw
- o cO ° o v a
WXN o = o -0 v a) _o
b0 n- m o 5 00 1:0
Z emain Cyn z' c E u O 2 'o= d v W c "0 i ,_ anW = 'a° .5- ‘E. a . > O a O Cl
a a v � m ° Cmmoam v v v Q v a)
U O_ C 60 UO NGOD
6
E v v o a
0 m O c c u DJ .p O O C p cu
O v N - y Z N O
Or. 0 �- d O. ,F O u N N m IN i- — w N J a) u W N
}r w `^ o v n c c ❑" a rca c N c c c C a5 CO — s v c w 3 1O
to o m m a m -0 `-T' o I c E E E '� x c m u •c m o.
v .° °c° -§ ° -o v u o ° m w F v 3 N a) in o a) v m c 3 c on w a3, c,
as c u .- - 0ca v N 8 u Ea..' o 0 0 8 u a) C u 0 C u u 3. t E -,•:-.-,.,_
o c v v
III r° m c 0�`0 ` N c c 00 c !._ m C m m c c o N a) f.6 N ill GQ p r to 00 o C 0
o o ° n o c c o a o o Y v 3o a 3 3 w m m o v -to 3 S
0 co
an
Q.)
o
To o w m m c c a) ,r m m c v v v a) m m m .n a To CO maxi a s �' �3 w a A °c
Lw
a s u U U CJ LI
Ca d
O
,(j —
d 7
E
>co o
o 0 u
C o II
/�/ U w
Y aO+ 11` —
o A
7
d d y
O
`o O W
p _our,
° E
w
li In tD O o O al O O O al' CO a) O O o O O vl a) M to 00 CO co CO CO N CO a) to IA O a) a O
` ++ ut0 N Vf V} to M to V? to IA N M to Cf V? VT V? V) M N a t0 N N s-I O 0 t0 .-I
s-I V? M N VT
O N 00 N N CO CO CO N N CO CO a CO 00 M .-I a NEi CO .-I
/I� •' U ta N .~-I i tri N .--1- t0 N t0 O N M al i..6N N O t0 W Vl M t0 tD
W V 3 O •1 •-I •~ CO .-C a .n to to rI VT I./i-
v).
o O .-I ix). c-I N .-i V>
N into N V? tn. V) to an to V1. an to to to
0 0 - 4/1-
LI.
LL CO F Q
C CO tD 0 0 0 0) 0 0 0 O1 CO a) 0 0 0 0 0 to a) co CO CO m M CO to .-1 CO al CO en o a) o a O
O V o CO N to to V? M C/ to to to N M V? V. to to to V) M O> a tD N a) .-I o 0 CO s-I 1-1 H ur M Cl) N to
N O O N CO N N CO M CO M N m 0 N CD CO C N a) N Ii) CO CO
N d
a N L 10 f/1 a--1 •--I N N H R n a V? V) n a--1 N V1 1. a/ V? .y N H {/?
00 N in. to N in. V? V} to [n to VY to VY VT L! V)
m 0 a
H o 0 0 0 0 o O o 0 pp 0 o O o 0 0 0 0 o In 0 0 0 CO o 0 0 0 0 0 — 0 0 0 0
Z. 0 O VT an in O to to to 8 0 0 VT an to to in. O O N O O tO N O O 0 O O O 0 in. O O to
0 O O O O O O 00 O O n lD O to 01 a to O t!1 O Li)
tg V1 O CO O O CO O CO V1 N M 00 a to N If1 a 1� a O to CO
130 O N .-I .--I C .-I .-I CO .-1 M to V! to s-I V) VT M .-I to .-I N .-I V1
E 00 O: U VF N V? A to V? to to to V? v* V? in an to
CUm
1
01
w
toC
c
.T
10
IS 00
0/ C
9 :0
.tn N
N
° tri
2. O O l'-o C O C C a ° W m `m O t 3 C 5 a 00 j u ' u N j GI'
v W N W
m y t ° n n 0 10 O 1- > .c w '^ I- .0 u 3
3 W 19 O t 0) N O v 0 v N m W — m N 'N c C ..,':.•
0)1.5 vi 0) ry N a. to
'j 3 c y m a 7. Y '_' m In j m w A o 5
m u c t c m u a
D.,
c 'm m o v u v m `� t° N v v m o v v c Y,
i3 c m u c v o m o m c u w v — w
a To v 00 to v c ,,, n c C
Ym is = a a o Y, OBD m DJ m a+ 00 w
FA .-. 3 ,.. U. n N O v 10 c
Q. m w b N N N C 0 00 N . vOi O
•i C = w 'j, = C 0. 3 2 c
U 0) N l7 to o t+ = p m
H l7 _ 7 w
Q w F. o m Z a _5
of Li P 0C Q
in
0
To co
a, 3
On C
0 c
D
Z
iiiv
vi
- 3 ,x, c
w O w 3
a = (0 ' 0
''S' v
Gl a; v v v(0 'o
C 7, 00 v a,
to 3
Ev, a m v -0 c
O x u w
U> f0
c
VI -0
N C V' >
O E c c c v .0
O —O w w w
o w
Z c '11
n
CO o v " v oo F Fa
0
w cu o 2 to
CO L
m m m ` E E E >
O v wli n n n4c
o
ai
2 w 'a
N Ng C C C 0 00 C m C m - m vi
— O
• E 2 2 Oc w v m '05 !, o ..-
L N
-
3 a
_ Q o 0 U u U
co z
'V
c
9
_ d 7
u
- y `w
- O
CD
o O O
C c0
`.. U W
VI r -- —
Y i 11
o m
a.a n7 v
W m
o E
o o oE15,
v
C u
��yQ)) m _
y� r N 01 Ol O O O O 0 CD 0 CD 0 00 CD O O W h m
a+ El M 03 a/a in. a/? N an IN an an an. h a/? V? if? N 01 Ui
C CC0 l
Oo coOo 0 N CO
_ 'a'' U q ,. l0 l0 l0 M m ,-1 O
^' .-I 1 L? a/? M m O r-4�✓ 'O a�. O N tR iN V? M a
O O - M
LL m F Q L
01 01000 O O 0 CD CD 0 CO O CD CD 03 N W
CD > 0 C M m V?an an U) i/? (C [A t/? to N an in a/? h 0 tO
Taw o CO ao n N ,n a
{n y .c VI r-I Nan an- M f+1 N N
m i/? b N N M
44.0 M
11 > O a/? R
2 m O Q
O CD CD O O O O CD CD 0 CD O CD CD CD O U) U)
N > O O N an an N 4.4 csl NN -1 N lA an O N L? a/? CD Cr) CO
0 M
C 3 Y U) vi (0 US 0 C) o 00
C . o u an 4/1. lm
/T Ls:, O
(Q m ?
_S ...444.... —
In
N
O
U
7Y
O 0
1- i-
C Y
,n O U
al 4, 0
o 2
0 T
00
c `o
7-3 v C "i' v A w m v TC v v
OD
J Z m N v W C N l7 W W W W
v.' v v c C O „+ CO
o L d ,„='
iQ " y `_' 3
d w r„,
2 5 , ., 3 v ,
O w v v v
= u a p oQ
a. > ° '^
C 7 t
O v m ° 0 w
- E = S – m i 0
O. 2 i U 00 R.
v w C n
.0 .ICI•. 7 a,
�n vi w
v =
Oof
Exhibit U
SBE 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.
6. 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)
• 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 CONTRACTUAL PROVISIONS ADDENDUM
This Addendum to is entered into this day of , 20 , by and between
Baseball Enterprises, Inc., 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 fully 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 Coverage. 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 Insurance 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. Injury 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 performance
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 act 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 Contractor shall include similar provisions in any subcontract under the Agreement.
2
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 Payment 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. Each 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 rejected 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 Improvements 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 Improvements will be extended for
an additional period of two years after such correction or removal and replacement
has been satisfactorily completed.
3
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
SALINA BASEBALL ENTERPRISES, INC.,
a Kansas not-for-profit corporation
By:
, President
Date: ,20
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). Insurance 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 Subrogation. 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 date 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 ("BAL"). The Contractor shall maintain BAL
coverage written on ISO form CA 00 01 or an industry equivalent. Coverage shall be applicable
5
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
Exhibit D
00
v
a E >u
T) «
47. > h >
OB te,C _
C m N
N h
A "O U
N - _N O
az Q
C
C u
C = c
C O O v «
w L 1 C C C
Y pa m v CO v
ti V O _ p
9) 0 O O a, - C N 0 O
E -O p0 C CK v m
O C C u Y
C O O
C . C N W N �O
O c o E = 0 = v ' >
U '? v i';,'' .�, a, ate+ N p o w
a o v= c c E 0 _ -, > u 5
4) Y 'O s Ill 10 c Y ? j Y N c0 t ? y 3
3 _ o a
0 0 8 3 Li o 2 o v c c 3 c
Z 3 0 m v �^ o E v v n m C n
v Y 0 w
N 01 "0 E c V v v -0 co = (0 J C O m -O
n (a 0 to « C .2 -0 m C J >, 0 ✓T 2 al
O O C
is m ,Q. E .. .0 LL 'r = _ N c_ v Co
v m E o o m m m ° o `0 0 x
4- 0 c a r' f2 H
NWI' Q N 00 c 'm .0 N O o m W = 00 C 0 m >
N m '> N •y O C C '3 O « « N ll Lc CU N - N .X d C . d O
oo 0 3 v 0 3 m ° v E E . 0 't o m c A v0 v o
_ v
m E a E v v_ a, -0 c m e v
C m E +.- w v Y v v ai ai TO u Y o. v « v m n
o = a C u C m v v o 0 (o c
o 3 w ° u o- c n o m w n = 0. N a 3
`v u v v m v v v u v u m - 3 3 3 a ° ui > ` ti > a > >
c u o o u c
(0 m m '� m m m m m E E co co y v io m m 0 0 m v -,v0_ O w v
dA 3 3 3 m 3 3 3 « v v v « ; 1a m m E E 3 o m a o ate, m m
C o 0 o n o 0 0 0 0 o 0 0 - o p o o p v
Y (0 to (0 (0 (0 (0 (0 3 c 3 C (vii 0 0) a a C 0) 0) (0 .0 .0 (0 .0 0 .0 0 .0
U 0
CD E C) C))
), o^ Y Y .0 ._ W LU W W W r LU LU LU LU W U
0 `- \ CO CO CO Co Co CO Co Co Co CO
r a a u u W Vf in to to vi U (J V1 v1 in to VI W
m co
LnN rx
--,7, M LD LO 0 t0 0 t0 01 0 M O O1 O O t0 m Co IN 0 O V1 N 0) Co l0 V1 01 0 O V1 Ol LID 0
` V N N VT N VT N M V) W V) Co to V) N .1 s--I N V V) Co Cr N N--I O V1 Co V) O t0 .-1 .1 V)
4-, N N N N N 03 00 LD LID t0 V V1 O t0 ci l0 00 Co Co Co ci V N
U C N N ..{ .-I . ci .-I t0 ci lD to V1 M N Q1 O <O V1 N N l0 O t0 00 V1
^, `, ) LD .-1 ci N sn N VT .-i in V) V) ci V7 V Co 1)l V) VT t0 .-i V .-1 in. ci
4/ d p o. VT V* V? V? LT VT {/T m Co VT 11) V? Vf V} V?
O a o O V) in.
1- O y u
u
Q. p II 1.y
In u
a
C • a
013 0 0 0 0 0 0 O 0 0 0 0 O O 0 0 O O 0 0 O 0 0 0 0 0 O 0 0 0 0 0 0
!
La
m
El 0)
t m .n
VI
.-I C
c In a)
. N
O c a t
v a
E C E o v
C «o en o
`^ o v -0
c
O w CI o u m
Ln = a m v u 2
1.+ .. Y C OU 00 0 v 00
O o C Y. 00 U 0 a) -O
E — = v 5 r v
Z .v. c c c c m co v
m o 'm w c c 3 v -o
.., u u u o `� .=2 m A x0 oO uu .�+
p Ol .iii v co 0. 00 v c no , N m (0
2 c
Y .),°-,-',
t O y C ''.°3'
O al U C 4!
to c 'a •yn m on d O 7 cu C
N 4 c CT, C CI C K y O — O)
a c '> a, '> c `o co
m " Y v c v v - 0 0
N ` — C — p v C 5 _ U 17 Q
Cl ..N. w .. a) c U .u-I-I i ar 2 O 1°
c0 E 00 t0 N J O 2 K C O. 17 U `) a/ X
O N in .0 = 0 'O O. O
dL O a) ~ w i C \ in al _l�D C u v O) — u u U 0, u u u o U on
> _ aj i.1,-1
U C U f0 C C C C C C C on
C N C N al u O .' c C U f0 W td CO Y CO CO CO N N
bA — m 3 E m 3 'o v m m 3 3 3 a o o v o 0 0 CU 3 0 O.
O F+ j O — o. N O j j O O v — — — C) —
•— ° n m al .0 m .2 E a o a .o 0 (0 .2 m as is o. CO CO CO a To
U al
CO i m
CO CO
0.d T u u u u to u of vl
N z u
0 .-__ —
U C a0 L!1 V o V en M o o M U) CO M CO m t0 C. O 0) v1 O CO VD O 111 01 l0 to O to M N O
A m N m 00 M VT V N V D N N N C) V N In t0 V} co N N t/0_ t0 CO N N V} N .--I Co V} (0
4••, c N to 00 N V O N N CO CO ? to CO O N O M N N .-I CO N N N t0 �
u C N N .i N (.0' V N t0 .--I O fml 01 t0 In N V N OO 00 .--1 .-1 lD ,-i' --I -i Io c- . . 1.
W > as M V} .-i m O V VT V} V} .-1 VT V} O .-I N t0 .-i .--I .-I c-1 a-I .--I .-I V}
d O .+ .-i t/} V} V} N V} V} V .'-I V} .1 VT VT V} V} V} V} V}
OI
" C u U
Q.
rn
LL 011 y j/}
N U N ry
O O V O O O O O O C O O O O O C O O O O O O O O O O O O O C
N V V} V} V} V} t/. V} if V} V} t/T t/} V} V} _ N V} V} t/} V} V} V} to V} VT V} aR V} V:
CV .> -0
K al s
O m v
C o E
n1 11
W ~ W 11
CC U al
'O .2
IS m -0
cu Vl V V a O M O O M Vl 00 m 00 m <0 O O Ol In 00 to to In Ol to O O m .-1 O LID
In M N m OO en V} Vl. N V to N .-i .--1 O V'.. N in t0 co N Nn) en N N N .1 t0 V}
LL C N to co N V O N N M CO a t0 CO O N O m N N .-i CO N N N t0 in
cu 0 O. .-1 N t0 o O .--I N M O) t0 it N V N W W .--Z .-4 t0 t0 . .-1 .-I cr on
s- t0 U .,T 0) en V). .-i m C) V V} V} V} .-i V} V} O .-i N t0 ri .-1 .--1 .--1 .--1 .-I .--I V} Ql
Z E cV} V} V} .-i +R V} R .-i V} .-1 V} V} 4./1. V} iR V} V} O
v.. n o v} v} v} v} v}
w o x ni
gao `^
U
en
m +,
CC o
O m U
.+ v) U .
To C)
H = O O
W a, :. a`
o -o —
a o v a ;0
C
I—
CU
E
c H
c co v
E
v m E n
CU v 0 8 C
— 00 ' m vro 0
m v v, tv n +,
oC m a C\ " E v 2 0. ,' c m o0 0 ra
O v IL . u c Ia v v °c 0) v ° c c n >
u u u t c v al o 3 v v u '" v N N '0^ m `o C
c c _
L cu CD
4-- .v do .n w on CO C ) CU inn C m o c 8 2 v v N v 1O OD) O 0) 16
w cc
C -o -o v o U no ;a a u c T. > m Y m
c u C C vc c u 1O p . t 'c 'O
c Y u u t m m ._ v Si a v
U '" 5' p m m O m io o v oa O 2 0 2 m u l7 -0 w in a In a z 0 i.L
c 0 0 0 w m (5 IJ oom u H w ' c.7 c.7 a 2 u
Li- 2 t.7 3
SX
E
.v N m
v
Y