Mat-Su Borough Land Management Agreement
A substantial portion of the area used by the ASC is governed by a use permit with the Mat-Su Borough. This includes the tenting area, “trailer row”, and the area used for trailered boat parking. Following is a list of the official documents associated with the permit:
We have provided the text of this agreement below for the convenience of club members and the public:
MANAGEMENT AGREEMENT BETWEEN MATANUSKA-SUSITNA BOROUGH AND ALASKA SAILING CLUB, INC.
This Management Agreement (hereinafter called “Agreement”) is made and entered into on June 22, 2022, by and between the MATANUSKA-SUSITNA BOROUGH, a municipal corporation organized and existing under the laws of the State of Alaska (hereinafter called the “Borough”) and the ALASKA SAILING CLUB, INC. a domestic non-profit corporation (hereinafter called the “Club”).
Whereas, the Club desires to move from a short-term Permit to a long-term Management Agreement for the Borough-owned land to conduct public education and outreach activities related to water and boating safety, sailing classes, community events on Big Lake, and occasional limited overnight camping during Club sponsored events; and Whereas, the Matanuska-Susitna Borough Assembly adopted Ordinance 22-023 on April 19, 2022 authorizing the borough manager to enter into a long-term agreement with the Club for the purposes of managing borough-owned land for the purposes stated above, pursuant to the terms and conditions of this Agreement, and subject to valid existing rights.
Now therefore, in consideration of the covenants and agreements contained herein, the Borough and Club agree as follows:
Section 1. Description of Property.
The Club does hereby agree to manage and maintain the borough-owned land within the real property described as:
That portion of land located within Block 5, South Big Lake Alaska Subdivision, Plat No. 66-4,lying north of the Public Use Easement recorded September 3, 1992 as Plat No. 92-50, Palmer Recording District, Third Judicial District, State of Alaska, as depicted and shown in Exhibit A attached hereto.
Section 2. Term.
This Agreement shall be for a term of twenty-five (25) years, effective from June 22, 2022 to June 22, 2047 wherein the Club shall perform those services described herein for the full term subject to Section 26 (Termination).
Section 3. Purpose.
This Agreement describes the Club’s obligations for management and maintenance of the borough-owned real property described herein.
- The Club shall manage and maintain the property for a Club purpose through the term of this Agreement based on the provisions as set forth in Section 6. It is the intent of both parties that the Club shall be responsible for the management and maintenance of the property area, including the details necessary to maintain the area in a clean, safe, and sanitary manner.
- The Club’s management of the borough-owned land shall be not-for-profit.
Section 4. Independence of the Borough.
The Club shall perform its obligations hereunder independent of the Borough. The Borough may administer this Agreement and monitor the Club’s compliance with this Agreement but shall not supervise or otherwise direct the Club except to provide recommendations and to act on requests to approve or deny certain activities pursuant to the Agreement.
Section 5. Utilities and Other Services.
The Club shall pay all costs of installation and service of utilities, if any, and other utility necessary, and all costs to maintain and operate said services for the term of the Agreement.
Section 6. Management.
It is the responsibility of the Club to initiate and secure all sources of funding to manage the property for Club activities. The approval of this Agreement by the Borough does not include approval of any funding from the Borough. The following specific conditions are also incorporated into the development and management of the property:
- Club shall be responsible for all uses within the property.
- Temporary overnight use on the borough land within the property may be authorized by the Club.
- Clearing within the extents of the property, if needed, may only be authorized by the Borough.
Section 7. Alterations, Improvements, and Capitol Improvements.
Any major alterations and improvements which are of a permanent nature must be approved by the Borough in advance of work being started. The Borough will require review and acceptance of any construction and/or fixtures as part of the process for approval.
Section 8. Warranty of Work.
The Club expressly warrants that all materials used in construction, repairs and maintenance of the property, if any, will be of good quality and that all workmanship will meet accepted codes and standards of the trade.
The Club shall undertake to correct any workmanship or defect in materials found by the Borough which may constitute a breach of the Agreement.
Section 9. Use and Operation.
Use and Operation of the property shall be for the Club’s activities. Commercial use of the property is prohibited.
Section 10. Annual Reports.
The Club shall submit annually on the anniversary of the date of this Agreement for the term of this Agreement the following:
- A summary of any additional improvements completed during the year, if any.
- Updated insurance policy as required under the terms of this Agreement.
- A request for approval by the Borough of proposed improvements or alterations, proposed to be accomplished in the upcoming year, to include how the various tasks will be performed, if so required.
- Updated contact information of the Club’s representatives, to include updated phone number and address if representatives have changed.
Section 11. Waste and Injury of Propety.
The Club, its elected and appointed officers, agents, volunteers, board members, members, employees, subcontractors, or anyone directly or indirectly employed by them, shall not commit waste upon or injury to the property or improvements thereon, or allow third parties to commit such waste or injury. The Club shall be liable for all damage and repair costs during the term of this Agreement.
Section 12. Rights-of-Way.
Authority to grant or issue permits for easements and rights-of-way is retained by the Borough.
Section 13. Assignment.
The Club may not assign any interest in this Agreement to any person or entity, In the event the Club assigns, or proposes to assign any part of its interest in this Agreement without the Borough’s consent, the Borough shall have the right to immediately terminate this Agreement without any liability whatsoever to the Borough.
Section 14. Ownership of Improvements.
Any improvements attached to the land will remain with the land and become the property of the Borough upon expiration or termination of this Agreement.
Section 15. Permits. Laws. and Taxes.
All activities authorized under this Agreement shall be conducted in compliance with applicable federal and state constitutions, federal, state, and local laws, regulations, and orders of governmental authorities having jurisdiction over the property in effect during the term of this Agreement. The Club agrees to obtain any necessary approvals and obtain all permits or written authorization required by the applicable laws, rules, and regulations from governing authorities, which includes but is not limited to flood hazard area development permits for any excavation, fill, gravel work, or development proposed.
Section 16. Alcoholic Beverages.
There shall be no sale, service, or consumption of alcoholic beverages allowed on the property except as specifically authorized in writing by the borough manager.
Section 17. Non-Discrimination.
The Club shall not discriminate against any person on the basis of race, religion, age, color, national origin, marital status, physical handicap, or status as a disabled veteran or veteran of the Vietnam era.
Section 18. Inspection of Premises.
Borough employees or representatives may at any time enter and inspect the borough-owned property and improvements. Any unsatisfactory maintenance, work/services performed or not performed, as the case may be, shall be remedied within a period established by the Borough. Such unsatisfactory maintenance or incomplete work shall be based upon the performance standard of workmanship and materials designated in Section 8, and as set forth in the Borough approved plan for improvements.
Section 19. Fuel Storage/Hazardous Material.
The storage of petroleum or toxic chemicals is prohibited on the property. Spills or contamination on the property will be controlled and recovered immediately by the Club at their sole expense, and reported to the Borough, and shall also be reported to the State of Alaska, Department of Environmental Conservation as required. Nothing herein shall prohibit or prevent the Club from seeking recovery of its expenses for such control and recovery from the responsible party.
Section 20. Safety.
The Club is responsible for the safety of all persons entering the property including, but not limited to, it’s elected and appointed official, officers, agents, employees, contractors, vendors, members, volunteers, pedestrians. invitees, or any other person(s) on the premises.
Section 21. Defense and Indemnification.
The Club agrees to indemnify, defend, and hold harmless the Borough, its elected and appointed officers, agents, and employees from any and all claims, demands, civil suits, or liability of any nature, kind, or character, including costs, expenses, and attorney’s fees for or on account of any and all legal actions or claims of any character. The Club shall be responsible under this clause for any and all legal actions, or claims of any character resulting from injuries, death, economic loss, damages, violation of statutes, ordinances, constitutions or other laws, rules or regulation, deprivation of constitutional rights, contractual claims or any other kind of loss, tangible or intangible, sustained by any person, or property arising from the Club or the Club’s elected and appointed official, officers, agents, employees, partners, attorney, suppliers, visitors, whether invited or not, licensees, guests, and subcontractors performance or failure to perform this Agreement in any way whatsoever. This defense and indemnification responsibility includes claims alleging acts or omissions by the Borough or its agents which are said to have contributed to the losses, failures, violations, or damage.
If any portion of this clause is voided by law or a court of competent jurisdiction the remainder of the clause and Agreement shall remain enforceable.
Section 22. Insurance.
Insurance requirements are contained in Exhibit B of this Agreement. The Club shall annually provide a Certificate of Insurance naming the Borough as additionally insured.
It is specifically agreed between the parties executing this Agreement that it is not intended by any of the provisions of the Agreement to create in the public or any member thereof a third party benefit hereunder, or to authorize anyone not a party to this Agreement to maintain a suit for personal injuries or property damage pursuant to the terms or provisions of this Agreement.
Section 23. Severability.
If any section or clause of the Agreement is held invalid by a court of competent jurisdiction, or is otherwise invalid under the law, the remainder of the remainder of the Agreement shall remain in full force and effect.
Section 24. Jurisdiction: Choice of Law.
The interpretation and enforcement of the Agreement shall be governed by the laws of the State of Alaska. Any civil action arising from this Agreement shall be brought in the Alaska Superior Court, Third Judicial District of Palmer.
Section 25. Interpretation and Enforcement.
This Agreement has been jointly drafted by the parties. It shall be construed according to the fair intent of the language as a whole, not for or against any party. The titles of sections in this Agreement are not to be construed as limitations or definitions but are for identification purposes only.
Section 26. Termination.
The Borough or the Club may terminate this Agreement for their convenience thirty (30) days after notice of termination to the other party.
This Agreement may also be terminated by the Borough for any of the following reasons:
- Failure to comply with the terms and conditions of the Agreement, and if the breach is curable, failure to remedy any default in performance within thirty (30) days of written notice.
- Failure to actively maintain the property or use it for the described purposes for the period of time of the management term.
- Abandonment of the property, which shall include failure to carry out necessary management, maintenance or repairs to the property area.
Termination under this Section shall be by notice in writing stating the reason for termination and shall be effective thirty (30) days from the date of the notice. Any appeal must be written and formally presented to the borough manager within ten (10) days of receipt of notice.
Section 27. Cause beyond control.
In the event the Club is prevented by a cause or causes beyond its control from performing any obligation of the Agreement, nonperformance resulting from such cause or causes, shall not be deemed to be a breach of this Agreement which will render the Club liable for damages or give rights to the termination of the Agreement for cause. However, if and when such cause or causes cease to prevent performance, the Club shall exercise all reasonable diligence to resume and complete performance of the obligation with the least possible delay. The phrase “cause or causes beyond control,” as used in this section, means any one or more of the following causes which are not attributable to the fault or negligence of the Club and which prevent the performance of the Club: fire, explosions, acts of God, war, order or law of duly constituted authorities, and other major uncontrollable and unavoidable events, all of the foregoing which must actually prevent the Club from performing the terms of the Agreement as set forth herein. Events, which are particular to the Club, and would not prevent another group of entity from performing, including, but not limited to, financial difficulties, are not causes beyond the control of the Club. The Borough will determine whether the event preventing the Club from performing constitutes a cause beyond the Club’s control.
Section 23. Modifications.
The parties may mutually agree to modify the terms of the Agreement. All modifications to the Agreement shall be incorporated by written amendments to the Agreement and be executed by both parties.
Section 29. Contract Administration.
The Matanuska-Susitna Borough, Community Development, Land and Resource Management Division will be the representative of the Borough administering this Agreement. Reports, insurance certificates, permits, proposals, and plans for the property, and other daily management issues under this Agreement, shall be submitted by the Club to the Matanuska-Susitna Borough, Land and Resource Management Division Asset Manager, 350 E. Dahlia Avenue, Palmer, Alaska 99645.
It will be the responsibility of the Land and Resource Management Division to transmit reports and to seek any borough approvals required under the Agreement.
Section 30. Understanding.
The Club acknowledges it has read and understands the terms of the Agreement, has had the opportunity to review the same with counsel of its choice, and is executing the Agreement of its own free will and as authorized by its laws,
Section 31. Notice.
All written notices required to enforce, modify, or terminate this Agreement shall be sent to the parties as follows:
Land and Resource Management Division
350 E. Dahlia Avenue
Palmer, Alaska 99645
Alaska Sailing Club, Inc.
P.O. Box 92554
Anchorage, Alaska 99509-2554
Section 32. Management Fee.
No management fees will be paid by either party to this Agreement.
Section 33. Cash Bond.
The cash bond of One Thousand Five Hundred dollars ($1,500.00) issued and paid by Alaska Sailing Club, Inc. under check number 1106, dated December 13,2013 is on deposit with the Borough. The bond warrants that the Club will faithfully observe the terms and conditions of this Agreement and defray any costs for restoration or rehabilitation of the real property owned by the Borough. The Borough will return the cash bond to the Club after the termination or expiration of this Agreement if the Borough determines that the real property is in satisfactory condition.
Section 34. No Waiver.
That no assent, expressed or implied, by the Borough to any breach of any Club covenants shall be deemed to be waiver of any succeeding breach of the same covenant, nor shall any forbearance by the Borough to seek a remedy for any breach of the Club be deemed a waiver by the Borough of the rights of remedies with respect to such breach.
Section 35. Integration
This Agreement and all appendices and amendments hereto embody the entire Agreement of the parties relating to the services to be provided hereunder. There are no promises, terms, conditions, or obligations other than those contained herein, and this Agreement shall supersede all previous communications, representations, or agreements, either oral or written, between the parties hereto.
IN WITNESS WHEREOF, the parties hereto executed this Agreement.
MATANUSKA-SUSITNA BOROUGH :
Michael Brown, Borough Manager
ALASKA SAILING CLUB, INC:
Geoffrey L. Wright, President