Legal counsel and insurance representatives recommended that the amendment be executed before this year’s Philomath Frolic and Rodeo to protect the city’s interest. (File photo by Logan Hannigan-Downs/Philomath News)

The Philomath City Council on Monday directed City Manager Chris Workman to execute an amendment to the city’s lease agreement with the Philomath Frolic and Rodeo with officials noting the changes needed to be in place before this year’s event.

The council voted 6-0 in favor with Councilor Spencer Irwin recusing himself due to a conflict of interest — his company contracts with the Frolic and Rodeo for services. Irwin left the chamber before the vote was taken.

The original lease agreement between the city and the Frolic and Rodeo dates to Oct. 1, 2018.

Mayor Christopher McMorran framed the amendment as a near-term fix rather than a comprehensive overhaul.

“This is just to get us through this year of the immediate needs,” McMorran explained. “There will probably be more negotiations and sort of a discussion on a long-term or 99-year lease moving forward with everything.”

The 2026 Philomath Frolic and Rodeo is scheduled for July 9-11.

What changed — and why

Assistant City Manager Chelsea Starner said the lease amendment process began last summer when she and Workman drafted revisions that she described as substantial. By November, a finalized version was sent to the Frolic and Rodeo, which then sought to review the changes with an attorney.

“When it came back to us, it was basically rewritten from what we had written,” Starner said. “So, we decided that we needed to maybe take a step back — which is why we’re saying that we’re going to look at an additional amendment here in the future and address the most time-sensitive items which we all agree on.”

The immediate changes focused on two main areas — clarifying ownership language around property and buildings on the fairgrounds, and updating indemnification and insurance provisions.

On the ownership question, Starner explained that the original lease had listed the buildings as belonging to the Frolic, language that traced back to an earlier arrangement involving the Skirvins — the family from whom the property originated — and a memorandum of understanding among the parties.

Workman explained that the MOU had stated the Frolic would maintain ownership of the facilities on the grounds. But when the deed was actually prepared, that language was not carried over.

“It actually quick-claimed everything to the city, including those facilities,” said Workman, who no longer serves on the Frolic and Rodeo’s board. “When the lease got drafted, it grabbed the language from the MOU, not from the quick claim deed, so it became an immediate point of needing clarification.”

Workman said the discrepancy appeared to stem from a shift in approach somewhere between the signing of the MOU and the preparation of the deed.

“Sometime between the MOU getting approved by everybody and the deeds actually being prepared, the Skirvins had a change of heart, someone advised them differently, it was simpler to do, whatever the case might be. .. This new language is reflective of what’s actually in the deed.”

McMorran also noted that the city has since invested considerably in the property beyond what existed when the lease was signed more than seven years ago.

“Since the initial lease was written, the city also constructed several million dollars worth of new facilities on the property that did not use Frolic money but grants the city received,” he said.

Starner said the Frolic and Rodeo acknowledged the language in the deed and noted they are maintaining the facilities. The amended lease now reflects city ownership of the buildings — consistent with what the deed has stated all along — and establishes clear lines of responsibility for maintenance and insurance covering the grandstands, announcer’s box, restrooms and arena lighting.

On the insurance side, Starner described the indemnification language as updated to reflect current standards. The city’s insurance agents were heavily involved in vetting that section.

Starner said a few additional smaller changes remained pending. Both parties have committed through the amendment to undertake a more comprehensive review of the original lease agreement, with a subsequent amendment expected to address additional provisions.

Brad Fuqua has covered the Philomath area since 2014 as the editor of the now-closed Philomath Express and currently as publisher/editor of the Philomath News. He has worked as a professional journalist since 1988 at daily and weekly newspapers in Nebraska, Kansas, North Dakota, Arizona, Montana and Oregon.

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