COOPERATIVE AGREEMENT BETWEEN KENAI PENINSULA BOROUGH, KENAI PENINSULA ARCTIC WINTER GAMES

COOPERATIVE AGREEMENT BETWEEN KENAI PENINSULA BOROUGH,

KENAI PENINSULA ARCTIC WINTER GAMES 2006 HOST SOCIETY,

AND THE CITY OF KENAI

THIS AGREEMENT is entered by and between the Kenai Peninsula Borough, an Alaskan municipal corporation, 144 N. Binkley Street, Soldotna, AK 99669 ("Borough"), Kenai Peninsula Arctic Winter Games 2006 Host Society, P.O. Box 1659, Soldotna, AK 99669 ("Host Society"), and the City of Kenai, an Alaskan municipal corporation, 210 Fidalgo Avenue, Suite 200, Kenai, AK 99611 ("Kenai").

WHEREAS, the Borough submitted a bid to the Arctic Winter Games International Committee ("International Committee") to host the 2006 Arctic Winter Games; and

WHEREAS, the International Committee awarded the bid to host the 2006 Arctic Winter Games ("Games") to the Borough and entered into an agreement with the Borough that was executed April 16, 2003; and

WHEREAS, as a part of the bid to host the 2006 Arctic Winter Games, the Borough was required to and did form the Host Society to prepare and fundraise for, manage, and stage the Games in 2006; and

WHEREAS, representatives from Kenai assisted in the planning and preparation of the bid document submitted to the International Committee, and the bid document proposed that several sporting and cultural events would be conducted within the city limits of Kenai; and

WHEREAS, the parties agree that at least one member of the board of directors of the Host Society shall include the mayor or designee from Kenai; and

WHEREAS, the Borough is exercising nonareawide economic development powers and its land management powers to form the Host Society and conduct the Arctic Winter Games; and

WHEREAS, Kenai is a home-rule municipality with all powers not prohibited by law or its charter and has the authority to sponsor sporting events, provide for economic development, and authorize the use of municipal property; and

WHEREAS, Kenai owns facilities that the parties intend to use in support of the effort to prepare for, manage, and conduct the 2006 Arctic Winter Games; and

WHEREAS, pursuant to AS 29.35.010(13), all municipalities may enter into an agreement for cooperative administration of any function or power with another municipality;

NOW, THEREFORE, THE PARTIES DO HEREBY AGREE AS FOLLOWS:

1. Cooperative Administration. The Borough and Kenai hereby agree to cooperatively administer the exercise of economic development powers, recreation powers held by Kenai, and land use powers held by both parties, to provide for the preparation and staging of the 2006 Arctic Winter Games, subject to the terms and conditions of this agreement, other agreements that are incorporated hereto by reference, and any agreements that may be entered into between the parties in the future concerning fostering or staging the 2006 Arctic Winter Games.

2. Board of Directors Members. The parties agree that at least one member of the Host Society board of directors and an alternate for that board member shall be the mayor or designee of Kenai.

3. Kenai Multi-Purpose Facility. Kenai agrees to negotiate in good faith with the Host Society a use permit for the facility containing an ice rink, commonly known as the Kenai Multi-Purpose Facility, located at __________ Kenai Spur Highway, Kenai, Alaska. It is further agreed that Kenai agrees to negotiate in good faith with the Host Society authorization to provide for the temporary or permanent enclosure of the Multi-Purpose Facility, and the temporary or permanent provision of change room and shower facilities at this facility for use during the 2006 Arctic Winter Games. Kenai may, but is not required to by this agreement, contribute funds or in-kind contributions for this effort. Any improvements to the facility shall be subject to advance approval by Kenai. The Host Society may, with advance approval by Kenai, remove and retain ownership of any such improvements. If Kenai does not approve the Host Society retaining ownership of the improvements, ownership shall rest with Kenai at the conclusion of the Arctic Winter Games. Nothing in this agreement shall be construed to convey any ownership interest in the Multi-Purpose Facility from Kenai to any other entity.

4. Office Space. Kenai agrees to provide office space to the Host Society at the PRISM facility located on the second floor of the Fire Training Center at 450 Marathon Road, Kenai, Alaska 99611, pursuant to the lease agreement dated the _____ day of __________________________, a copy of which is attached and incorporated by reference.

5. Authority to Override Host Society Actions. The parties agree that the Borough has the authority to override the actions of the Host Society as provided in paragraph 2 of the contract between the Borough and the Host Society dated the 19^th day of September, 2003 and as provided in paragraph 36 of the contract between the Borough and the International Committee. It is further agreed that, pursuant to the agreement between the Borough and the International Committee, Kenai shall have the authority to make formal recommendations to the Borough to override actions of the Host Society in the best interests of the 2006 Arctic Winter Games, and that the Borough shall consider such recommendations when making any such decision to control the activities of the Host Society.

6. Security. Kenai agrees to negotiate with the Host Society to provide reasonable police protection and security to the extent needed within the City of Kenai during the 2006 Games.

7. No Other Competitive Sporting Events. Kenai agrees that it will not authorize the use of any of its property for competitive sporting events to be held at the same time as are the 2006 Arctic Winter Games as prohibited in paragraph 13 of the agreement between the Borough and International Committee.

8. Opening and Closing Ceremonies. Kenai agrees that its mayor or designee will attend the opening and closing ceremonies for the 2006 Arctic Winter Games as required by the contract between the Borough and the International Committee executed April 16, 2003.

9. Cooperation with Borough-International Committee Contract. The Parties acknowledge and recognize that the agreement between the Borough and the International Committee contains numerous specific provisions regarding preparation for, staging, and reporting requirements regarding the 2006 Arctic Winter Games. Kenai agrees to cooperate with the Kenai Peninsula Borough and the Host Society in implementing the provisions of the Borough-International Committee Contract.

10. Future Agreements. It is recognized that additional agreements may be entered in the future between Kenai, the Host Society, and/or the Borough in order to effectuate the intents and purposes of the contract between the Borough and the International Committee to successfully manage and stage the 2006 Arctic Winter Games. The parties agree to cooperate with each other for the successful staging of such games.

11. Logo. It is agreed and understood that the 2006 Arctic Winter Games logo and name are the property of the International Committee and shall only be used in the manner authorized by the agreement between the Borough and the International Committee executed on April 16, 2003.

12. Termination. In the event that any party materially breaches the terms or conditions of this contract, it is agreed that any nonbreaching party may provide 30 days' notice of the breach to the breaching party and an opportunity to cure. In the event that a breaching party fails to cure the breach within the time provided, then any nonbreaching parties will be entitled to any and all remedies available at law and equity.

13. Venue. Venue for any dispute relating to this agreement shall be in the superior court for the State of Alaska at Kenai. This agreement shall be construed according to the laws of the State of Alaska.

14. Severability. Should any clause of this agreement be deemed unenforceable by a court of competent jurisdiction, the remainder of the agreement shall remain in full force and effect, and the unenforceable clause shall be revised to the extent possible to effect the intent of the parties in entering this agreement.

15. Integration: This agreement, and the agreements attached hereto and/or incorporated by reference, form the agreement between the parties. No verbal statement shall be construed to modify this agreement. Any future amendments to this agreement shall be in writing signed by all parties.

16. Insurance: The Borough and the Host Society agrees to name Kenai as an additional insured on their general liability coverages relating to claims or liability arising out of the Host Society's use of city facilities prior to and during the Arctic Winter Games. Coverage provided by the Host Society will be primary of any other insurance provided by the Borough. Should the Host Society obtain general liability event insurance that provides coverage reasonably satisfactory to the City of Kenai, then the Borough shall not be required to name the City of Kenai as an additional insured during the Arctic Winter Games.

KENAI PENINSULA ARCTIC WINTER GAMES 2006 HOST SOCIETY

Date:____________________

Loren L. Smith, General Manager

KENAI PENINSULA BOROUGH

Date:_____________________

Dale Bagley, Mayor

CITY OF KENAI

Date:______________________

Linda Snow, Manager for the City of Kenai

ACKNOWLEDGEMENTS

STATE OF ALASKA )

) ss.

THIRD JUDICIAL DISTRICT )

The foregoing instrument was acknowledged before me this ____ day of 2004, by Loren L. Smith, General Manager, Kenai Peninsula Arctic Winter Games 2006 Host Society, an Alaskan corporation, for and on behalf of the corporation.

_________________________________

Notary Public for State of Alaska

My Commission Expires: __________

STATE OF ALASKA )

) ss.

THIRD JUDICIAL DISTRICT )

The foregoing instrument was acknowledged before me this ____ day of 2004, by Dale Bagley, Mayor of the Kenai Peninsula Borough, an Alaska municipal corporation, for and on behalf of the corporation.

_________________________________

Notary Public for State of Alaska

My Commission Expires: __________

STATE OF ALASKA )

) ss.

THIRD JUDICIAL DISTRICT )

The foregoing instrument was acknowledged before me this ____ day of 2004, by Linda Snow, City Manager for the City of Kenai, an Alaskan municipal corporation, for and on behalf of the corporation.

_________________________________

Notary Public for State of Alaska

My Commission Expires: __________