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2016-11-10 Work SessionKodiak Island Borough Assembly Work Session Thursday, November 10, 2016 Immediately Following The Special Meeting At 6:30 p.m. Borouah Conference Room Work Sessions are informal meetings of the Assembly where Assembly members review the upcoming regular meeting agenda packet and seek or receive information from staff. Although additional items not listed on the work session agenda are discussed when introduced by the Mayor, Assembly, or staff, no formal action is taken at work sessions and items that require formal Assembly action are placed on regular Assembly meeting agenda. Citizen's comments at work sessions are NOT considered part of the official record. Citizen's comments intended for the "official record" should be made at a regular Assembly meeting. Page 1. CITIZENS' COMMENTS (Limited to Three Minutes per Speaker) 2. AGENDA ITEMS 2-26 a. Kodiak Workforce Regional Advisory Council Presentation To The Assembly Presented By Chair Jared Griffin. KWRAC Forum Report - Pdf 27-29 b. Continuation Of The Kodiak Island Borough School District's Request To Schedule Joint Work Sessions, Formation Of a Joint Committee Of Both Bodies, Budget, And Discussion Of Other Items Of Interest Of Both Bodies. School District Request - Pdf 30-31 C. KIB Website Redesign Overview Website Overview - Pdf 3. MANAGER'S COMMENTS 4. CLERK'S COMMENTS 5. MAYOR'S COMMENTS 6. ASSEMBLY MEMBERS COMMENTS visit our website at www.facebook.com/Kodiakislandborough © @KodiakBorough www.kodiakak.us Page 1 of 31 AGENDA ITEM #2.a. KODIAK ISLAND BOROUGH AGENDA STATEMENT " NOVEMBER 10, 2016 _ ASSEMBLY WORK SESSION TITLE: Kodiak Workforce Regional Advisory Council Presentation To The Assembly Presented By Chair Jared Griffin. ORIGINATOR: Angela MacKenzie FISCAL IMPACT: No Account Number: SUMMARY STATEMENT: FUNDS AVAILABLE: Amount Budgeted: On Friday, September 23, 2016 the Kodiak Workforce Regional Advisory Council (KWRAC) held a forum to gather information to help the Council assess the state of the Kodiak workforce and its training, employment, and retention needs. KWRAC invited industry and business representatives and leaders from all sectors of Kodiak's economy to take part in guided focus groups and surveys about the state of the workforce. Twenty-five representatives attended the Forum and participated in focus groups, which took place on Friday, September 23rd, at Kodiak College. PURPOSE, ACTION, OR RECOMMENDED MOTION: The purpose of this presentation is to update the Assembly of the progress of the KWRAC Council and to share its Forum results. Kodiak Island Borough Kodiak Workforce Regional Advisory Council Presentation To T... Page 2 of 31 AGENDA ITEM #2.a. l i i KODIAK WORKFORCE FORUM A Report from the Kodiak Workforce Regional Advisory Council October 14, 2016 Kodiak ISlaud ga Borough Page 3 of 31 Kodiak Workforce Regional Advisory Council Presentation To T... AGENDA ITEM #2.a. Background The Kodiak Workforce Regional Advisory Council (KWRAC) organized the Kodiak Workforce Forum as an information -gathering event to help the Council assess the state of the Kodiak workforce and its training, employment, and retention needs. (See Appendix A for the schedule of events) KWRAC invited industry and business representatives and leaders from all sectors of Kodiak's economy to take part in guided focus groups and surveys about the state of the workforce. Twenty-five representatives attended the Forum and participated in focus groups, which took Place on Friday, September 23rd, at Kodiak College. Focus Groups The purpose of the focus groups was to bring business and industry leaders together with other members of their industry sector to talk about the common hiring and training pitfalls, to share ideas, and to collectively communicate with our local and state training organizations about they need to be most successful at their business. The focus group questions were cultivated from previous KWRAC surveys and community input gathered during KWRAC regular meetings. (see Appendix B for a list of questions asked during the focus group sessions) Twenty-five people from all different industries and business sectors participated in the focus groups. While the original intention of the focus groups (and the publication of the schedule) was to bring representatives of similar business sectors together around one table, each focus group ended up an amalgamation of all sectors. "Trade Show" The Forum also featured the -Workforce Training Trade Show- intended to put business leaders in touch with local and state training organizations to find programs suited for their needs. It was an opportunity for them to sit down with workforce trainers from Kodiak and the State of Alaska. These training organizations included: Kodiak Workforce Forum Report, 2016 Page 4 of 31 Kodiak Workforce Regional Advisory Council Presentation To T... AGENDA ITEM #2.a. • Kodiak College Continuing Education Department • Kodiak College Maritime Workforce Development Department • KANA Employment, Training and Support Services • Kodiak job Services • Alaska Department of Labor • Kodiak Seafood and Marine Science Center KWRAC also provided a survey link for participants and (via email) non -participants to contribute additional information about Kodiak workforce concerns and issues. Over the next few months, we expect survey responses to continue to trickle in. This report is a summary of the Focus Group discussions and the survey responses received in the days immediately after the Forum. As surveys are completed over the next few months, that information will later be integrated into revised editions of this report. (see Appendix C for the survey questions) Summary: Common Themes I. Difficulties filling positions and retaining employees 1. waees Key takeaway: Kodiak wages are tion -competitive The non-competitive characteristic of Kodiak wages was primarily a concern of the non-profit and small businesses who attended. They all indicated that theirgreatest difficulty is findingpeople with experience and expertise who will work at entry-level wages ($10-$15/hr). Included in this discussion was concern over the rising rates of benefits, which eats into the salary they are able to offer. Kodiak Workforce Forum Report, 2016 Page 5 of 31 Kodiak Workforce Regional Advisory Council Presentation To T... AGENDA ITEM #2.a. Non -profits specifically expressed concern that the decreasing contributions from the borough and state (and their ripple -effect on being able to secure "outside" grants because of the lack of local contribution) will stagnate wages even further, as they will not be able to keep up with local inflationary demands. That was their number I concern. 2. Housing and Qualiry of Life Key takeaway: Kodiak housingcrunch makes ietainingqual ii ied employees difficult For the larger organizations who primarily have to recruit from off - island (medical, scientific, and academic organizations), the primary concern was the availability of affordable housing and the ability for new employees to maintain a similar quality of life as the employee had "enjoyed" down south or on the mainland. As employees are recruited and move here, they experience "sticker shock" at the cost of housing, which takes away from their ability to afford other things, affecting the relative quality of life in Kodiak. This concern is often cited by employees in exit interviews as a major reason for their seeking employment off -island. Requests were made for freeing up land for residential development so that organizations and businesses could better recruit and retain qualified employees. Some noted that the turnover (relative to the housing crunch) restricts the organization from growing as they are constantly hiring for attrition, not for expansion. The underlying assumption of these commenters was: No additional housing= economic stagnation; no economic growth. 3. Desirability of work Key takeaway: 2uality of "homegrown" employees leaves much to be desired Some groups spoke about the lack of desire to work they see in local prospects. Under this theme, the discussion focused on some generational observations. Some business who regularly hire young people, for instance, noted that the difficulty in hiring them comes down to their own desirability. Young people would rather participate in extra -curricular Kodiak Workforce Forum Report, 2016 Page 6 of 31 Kodiak Workforce Regional Advisory Council Presentation To T... AGENDA ITEM #2. a. and volunteer activities than get a job. And if a young person secures a job, he or she usually considers the job unimportant relative to their extra -curricular and volunteer work. This attitude, obviously, is unproductive in the workplace and leaves many entry-level, low- paying positions open. Older job prospects may be interested in the work, and may be close to hiring, but once they calculate what state or federal benefits they would lose by earning the additional income, they opt not to take the job. 4. Skill level Key takeaway. The quality of skilldevel among Kodiakjohseekers ispraty low Representatives from the maritime and other trades sectors cited the low skill levels for even basic, entry-level positions. Employers feel like they have to do a lot of preparatory training for new hires, training for skills that were once considered "common knowledge" such as cleaning spills, rudimentary maintenance, knot -tying, mending. Some also spoke to employees' low skills in adapting and improvising. A few employers (fishing vessel owners mainly) expressed concern about the narrow pool of deckhands in Kodiak because of the industry's expectation of alcohol- and drug-free workplaces, and zero tolerance policies. II. Employee qualities and training needs 1. Soft skills Key takeaway: Kodiak needs more training opportunities forsoft skills and workplace expectations L Time management. Many employers feel like they have to "micromanage" their employees' time more and more each year. Employees are continually distracted by social media on the job; often arrive lateAeave early because of prior engagements. There is an Kodiak Workforce Forum Report, 2016 Page 7 of 31 Kodiak Workforce Regional Advisory Council Presentation To T.. AGENDA ITEM #2. a. unprofessional expectation that the employer will readily and gladly accept such accommodations. ii. job "etiquette." In addition to the noted concerns about timeliness, employers are also concerned with employees' inattention to professional appearance, communication with supervisors, meeting expectations of supervisors, and overall set[ -discipline. Employers wonder how they can help their employees dial back the sense of .entitlement." iii. Diversification. Several employers saw the need to further diversify the training of their employees (and in the Kodiak workforce, in general), especially in regards to 1. creating opportunities for cross -training (because of high turnover, low -skill level) 2. learning an additional trade or skill on the side 3. learning new technologies iv. Expectations. Some participants noted the relatively low standards that Kodiak employers have (or must have) of employees because of the small pool and incredible difficulty in retaining and investing in employees. These low "Kodiak" expectations cost businesses in terms of training costs, time lost, etc. IIl. Looking at the next 10 years... The focus groups also discussed what the Kodiak workforce should be anticipating in the next 10 years. Key takeaway: Increased specialization and technological knowledge that will be required of employees in the next decade will only serve to maintain the low -skill, low -expectation, high -turnover employment cycle in Kodiak Here is a list of the concerns broached: I. Increased expectation of certifications and higher education a. For instance, in 2017, nurses will be required to have a B.S. in Nursing (instead of the Associates now). Pharmacologists will need a Ph.D. 2. Wages will continue to rise, but Kodiak businesses wodt be able to keep up with the demand/expectation/reality of a stable Kodiakan standard of living. Kodiak Workforce Forum Report, 2016 Page 8 of 31 Kodiak Workforce Regional Advisory Council Presentation To T... AGENDA ITEM #2. a. 3. Concerns about "growing our own workforce" in the younger generation. If kids today are not encouraged to work, then that will have a trickle-down effect on their availability and willingness when they are older. We anticipate increased limitations on wages and hours for certain ages. Too few employees in Kodiak will even hire teenagers, and adults will not work for such low wages, so who will fill these jobs? 4. Trades will continue to fall by the wayside (especially due to the graying of most industries). 5. The fleet is getting old. Kodiak needs a strategy and workforce invested in making a maritime industry that is'%ew," "bigger," and "efficient." 6. Increase in technological demands means that too many new skills are going to be required to keep things going. Increased technical specialization will mean that Kodiak will not be able to afford highly skilled workers, which will lead to substandard work and expectations. IV. Training needs in Kodiak In response to questions about what kinds of training Kodiak should regularly provide, we heard some new and interesting ideas: 1. There was a strong concern over career development education in the schools. They recognize the entrepreneurship program, but they were looking for a general education expectation of soft skills / work ethic education. a. They came up with an idea of a training organization (such as Kodiak College or KANA) to regularly offer a "Career Development"/ "Best Business Practices"/ Job Etiquette" workshop that they can send new employees to. They said they would rather pay an organization to conduct this training for their employees than having to do it themselves all the time. 2. Related to this was an idea of some kind of public relations campaign about the benefits of getting a job as a teenager. 3. Increase the use of internships and apprenticeships and job shadowing (and training on the process and liabilities involved). Let's create some clearer career paths in Kodiak that young adults can tap into. 4. Twinings for employers and employees on handling generational conflict, especially the legal side of things, in addition to general communication and conflict management. 5. Training for certain certifications: SERWSAVE, Explosives/Blaster licenses, QuickBooks, Lab techs 6. Trainings in financial literacy and other technical skill sets, especially for older employees who are "scared" of new technology Kodiak Workforce Forum Report, 2016 Page 9 of 31 Kodiak Workforce Regional Advisory Council Presentation To T... AGENDA ITEM #2.a. 7. General training for employers and business owners dealing with the public and the local press (such as public relations training, marketing training, branding, etc.). We envision a workshop on "How to talk to a reporter." 8. Maritime Training Center with regular classes to build the fleet. 9. Training in best practices to recruit, hire, and retain employees with disabilities. V. Employees with disabilities KWRAC has received direction from the community on addressing the recruitment and accommodation of employees with disabilities in Kodiak We determined that the forum would be an appropriate place to discuss this issue, but there is obviously much more to talk about. Generally, Kodiak businesses and organizations have had positive experiences with employees with disabilities, and employers feel that they do their best to accommodate any employee with a disability. Several employers recognized the positive trade-offs. Even if an employee has a disability that keeps him/her from being able to perform expected job duties, they are dependable and reliable, enthusiastic, and overall successful. They recognized that they could use additional training in ADA requirements and expectations, especially in terms of what can be communicated between employeetemployer. All employers were open to learning how to better connect with organizations who serve Kodiakans with disabilities, relative to job recruitment and skills training. Discussion Overall, KWRAC received positive feedback about the general and specific concerns of Kodiak employers. These are major themes from the focus groups, so hopefully the surveys will provide some of these themes with additional weight. Note that with these focus groups, we received much more detailed and substantive responses than with the 2011 survey. We didn't hear much from the construction/engineering industry, and not much from the agriculture/natural resources and financial industry. However, we heard much from the non- profit sector, small business, hospitality/food, health, maritime, and government sectors. We also had three representatives from our Borough Assembly attend. Kodiak Workforce Forum Report, 2016 Page 10 of 31 Kodiak Workforce Regional Advisory Council Presentation To T... AGENDA ITEM #2. a. Ten people attended the AK Dept. of Labor presentation on apprenticeships, which took place after the focus groups disbanded. Jackie Garcia, the Employer Connections/Apprenticeship Specialist from AK Dept. of Labor, spoke for 30 minutes, outlining the program and how it could benefit Kodiak businesses. Ms. Garcia then took questions and consulted with a few organizations on the possibilities for new career tracks. Conclusion: Next Steps Further feedback: KWRAC will present their Forum findings to the community for further context and feedback, notably the KIB Assembly, KIBSD School Board, Kodiak College Advisory Board, in addition to other civic organizations such as the Morning and Noon Rotary. This report will also be available online through the KUB website, and will be sent to local press for follow-up. Next edition: The next edition of this report (2017) will include feedback from these presentations and from additional surveys. We will also include further context from Alaska workforce projections and Kodiak economic data. Outcomes: 1. One goal of the Forum was to put businesses and organizations in touch with local training organizations. As of the writing of this report, we know that some training opportunities are being developed based on the recommendations of the Forum participants in maritime, QuickBooks, and other workplace soft skills. Additionally, the presentation on apprenticeships has led to the opening discussions of developing at least two new career tracks in the medical field and non-profit management. 2. KWRAC would like to create a space that keeps these connections going, perhaps through a quarterly newsletter that includes Kodiak workforce updates and announcements of new training opportunities. We imagine a space on the website that employers can access to find training opportunities and contact info for local training organizations. As nice as a space like this would be, we understand that it is out of the purview of this group to maintain such a space, so we will need to discuss this plan with training organizations. 3. KWRAC, as an advisory board to KIB Assembly, would like to use this report as a more formal method of communication with the Assembly. We would also like to use this Kodiak Workforce Forum Report, 2016 Page 11 of 31 Kodiak Workforce Regional Advisory Council Presentation To T... AGENDA ITEM #2. a. report as a recruitment tool to fill seats on the board: we are missing some key industry seats right now, and would like to function with a full board. 4. An unintended benefit of the Forum was the increased exposure of KWRAC (via media interviews and general Forum publicity), and the willingness of Forum and Trade Show participants to attend future KbVRAC meetings and discuss their programs. KWRAC is especially thankful to Angela MacKenzie, deputy clerk, for her assistance in planning the Forum, especially during the busy election season; and to Alan Fugleberg and Kodiak College for donating the use of their space for the Forum. Kodiak Workforce Forum Report, 2016 Page 12 of 31 Kodiak Workforce Regional Advisory Council Presentation To T... AGENDA ITEM #2.a. 10 Appendix A: Kodiak Workforce Forum Schedule 3:00-6:OOpm WORKFORCE DEVELOPMENT TRADE SHOW (room BBB 128-130) 3:00-5:00 pm FOCUS GROUPS (room BBB 106) 3:00-3:30 pm: Business and HR Management 3:00-3:30 pm: Tourism/Hospitality/Restaurant 3:30 - 4:00 pm: Health and Recreation 3:30-4:00 pm: Construction and Engineering 4:00 - 4:30 pm: Rural/Village/Native Corporations 4:00-4:30 pm: Agricultural and Natural Resources 4:30-5:00 pm: Government/Education/Non-profits (with paid staff) 4:30-5:00 pm: Retail Management 5:00-5:30 (room BBB 106) PRESENTATION: Jackie Garcia, Employer Connections/Apprenticeship Specialist, AK Dept. of Labor Ms. Garcia will be available for consultations with businesses before and after the presentation Kodiak Workforce Forum Report, 2016 Page 13 of 31 Kodiak Workforce Regional Advisory Council Presentation To T... AGENDA ITEM #2.a. 11 RI, i Focus Group Questions 1. What difficulties do you have filling positions and retaining employees? 2. What are the preferred qualities you look for in an employee? 3. What are your greatest training needs now? 4. Thinking 10 years down the line, what changes in your industry do you foresee causing a shortage of qualified employees in Kodiak? (e.g., increasing certifications, specialized technology knowledge, increasing retirements, etc.) 5. What kinds of training do you wish the Kodiak community could provide locally? 6. How successful would you say your organization is at recruiting, hiring, and retaining employees with disabilities? What kinds of assistance and support would you like in this area? 7. 11 your organization also deals with volunteers, what kinds of training for your volunteers do you wish the Kodiak community could provide locally? Kodiak Workforce Forum Report, 2016 Page 14 of 31 Kodiak Workforce Regional Advisory Council Presentation To T.. AGENDA ITEM #2.a. 12 Appendix C: Survey Link https://www.surveymonkey.com/r/GBJ23TN Kodiak Workforce Forum Report, 2016 Page 15 of 31 Kodiak Workforce Regional Advisory Council Presentation To T... AGENDA ITEM #2.a. Page 16 of 31 Kodiak Workforce Regional Advisory Council Presentation To T.. O O V L O0 Q ^H W (13 c C O_ U L � O� v U ( T L L O Ono .5 O 4J O t It L OO O i Q U O Page 16 of 31 Kodiak Workforce Regional Advisory Council Presentation To T.. AGENDA ITEM #2.a. Page 17 of 31 Kodiak Workforce Regional Advisory Council Presentation To T.. Ln _ — Era _ C:C C aJ Ln ra C � 0 4-J i Q 0 U- V O -�C al aJ C: LL O 01 U- ra al O aJ L O � U Ln v V -r 4 O -p ra O_ -0 > M 1- to O ra Ol O V/ a1 -0 a1 v O) O C:> aJLn ria =)N .f.., 4J C U O U i-0 � _rz aJ aJ� � aJ V .� N O Q I C v -I-J — 0- 0-)0 ra Q '_ ra a1 0O +� tJl E a Q Ln ra • - �� f(C�° E a a) 4 - U -L 1 , ra O O Q O 4 -JC > -p to M i— ra ra -P ra O m ■ ■ Page 17 of 31 Kodiak Workforce Regional Advisory Council Presentation To T.. 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Page 23 of 31 Kodiak Workforce Regional Advisory Council Presentation To T.. O M V) "'O U N M N U1 z a_; L J O (1) M ro—, u •+-) 4-J U O r� u ._ a u v C- U O v .— V N -O C Q U1f— I— UJ Ol r� i o O • 0 rB ru E -aE un ro u •— i U V rB M J l� V H Page 23 of 31 Kodiak Workforce Regional Advisory Council Presentation To T.. AGENDA ITEM #2.a. Page 24 of 31 Kodiak Workforce Regional Advisory Council Presentation To T.. ro N t!1 L 4-J ^ Ln L Qi Ln Q O Q Ln U U L ru d -J O Ln V1 Q V � EC W0') Ln X E " Q o E E - Ln 0Qj v U Ln 4-J Page 24 of 31 Kodiak Workforce Regional Advisory Council Presentation To T.. AGENDA ITEM #2.a. Page 25 of 31 Kodiak Workforce Regional Advisory Council Presentation To T... M •Ln l/'1 t/1 r) v 0 Lr) a--+ i Ln u1 O U i >1 (6 c- 0 E+j Z E Ln q: m i O LJJ •I--' � L O 01 U M 0 Z 4-j U 0 LL _0 -0 O O 01 4-J iJ () .0 O U D ra O Ln Ln 0- 4— L U V1 — Z) U U Ln E c cL 4J 0 W V Q U- L I- . . . Ul Page 25 of 31 Kodiak Workforce Regional Advisory Council Presentation To T... AGENDA ITEM #2.a. Page 26 of 31 Kodiak Workforce Regional Advisory Council Presentation To T... U1 Ecz 0 al O U O 0 a l 4- O, a � OLn Ln M L C U OLn O -p •— O to U _ ;5 4— a) 4-J O -0 O N f6 � ro -0 Z) Q LnLn C)- E U 4-) O — U1 U) '- N }' X 0 �O > N U N v1 z M— � U1 i -0 °� .� }' o � L > O Ln L O U a) o 0 4-J `� Li ry LiLn F- 0 Page 26 of 31 Kodiak Workforce Regional Advisory Council Presentation To T... AGENDA ITEM #2.b. KODIAK ISLAND BOROUGH AGENDA STATEMENT NOVEMBER 10, 2016 ASSEMBLY WORK SESSION TITLE: Continuation Of The Kodiak Island Borough School District's Request To Schedule Joint Work Sessions, Formation Of a Joint Committee Of Both Bodies, Budget, And Discussion Of Other Items Of Interest Of Both Bodies. ORIGINATOR: Nova Javier FISCAL IMPACT: Account Number: SUMMARY STATEMENT: FUNDS AVAILABLE: Amount Budgeted: Attached to the packet is a later dated September 23, 2016 from KIBSD Board President Duncan Fields. This was discussed at the October 13, 2016 work session. The Assembly asked to add this to the November 10 work session including budget discussion. PURPOSE, ACTION, OR RECOMMENDED MOTION: Develop a response to the request submitted. Kodiak Island Borough Continuation Of The Kodiak Island Borough School District's Page 27 of 31 AGENDA ITEM #2. b. Kodiak Island Borough School District 722 Mill Bay Road Kodiak, AK 99615 Office of the Superintendent (907)481-6202 September 23, 2016 Via Hand Delivery Mayor Jerroll Friend Kodiak Island Borough Assembly Members Borough Manager Michael Powers Borough Clerk Nova Honorable Borough Mayor Jerroll Friend and Assembly Members: The Kodiak Island Borough School District would like to establish better communication with Kodiak Island Borough. Toward this end, we respectfully request the scheduling of a joint meeting of the two bodies. The first topic for ajoint meeting could be the scheduling three or perhaps four joint meetings/work sessions per year. We believe marking these on the calendar early, before the budget crunch, will smooth difficult decision making between the School Board and the Borough Assembly. In addition, the School Board would like to discuss with the Borough Assembly the value of establishing a joint committee of both bodies. Such a committee could be comprised of two members of each body along with the presiding officer. Staff would support and be advisory to the committee. The joint committee could not bind either body but would take any recommendations to the respective entity for consideration. A joint School District/Borough Assembly committee of the decision makers within each body could facilitate timely discussion of unexpected changes in budget, capital project surprises and/or a variety of issues that arise during the course of a year. Finally, the School District would welcome additional agenda items of interest to Kodiak Island Borough We know that the State's decision not to reimburse Kodiak Island Borough for school bond obligations weighs heavily on Assembly members. Perhaps our respective bodies can discuss a strategy for the path ahead if bond reimbursement is not forthcoming. The entire School Board looks forward to hearing the Assembly's thoughts on ourjoint meeting request. We stand ready to facilitate better communication and decision making in whatever forum the Assembly deems appropriate. Ve71elov yours, 13alds, Board Chai man Page 28 of 31 Continuation Of The Kodiak Island Borough School District's ... Q9 2017 Kodiak Island Borough January `1 `3 February —— March —— 1 2 3 4 5 6 "~ I 2 3 1 2 3 4 1 2 3 4 2 —" IEPC E. 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W $ 14 LEPc PaiW P"R R PPE P R Pmw R $ PPE 16 17 18 19 20 21 22 21 22 23 24 25 26 27 18 19 20 21 22 23 24 17 18 19 20 21 22 23 20 21 22 Paz_ R $ PBRR W PaRR PPE $ Furs R R PPE PPE va__ 24 W $ 27 W 28 29 PPE 27 28 $ 30 23 24 25 MRR 26 27 W 28 $ 29 .;ZB„ 30 31 31 31 25 26 27 PIR 28 29 W 30 30 —July— — — — ~1 _ September _ — — _ —1 1 2 3 4 5 "~ I _August 1 2 3'S 3 4 2 2 E. R PPE R $ PPE $ 3 8 5 6 7 8 6 7 8 9 10 12 3 4 5 6 7 8 9 7 8 9 R $ Pazw W $ PMW W PPE Paz $W -- R PPE 9 10 11 12 13 14 15 13 14 15 16 17 18 19 10 11 12 13 14 15 16 13 14 LEPc PaiW W PPE P R Jws MLR R $ PazR P"W W $ 16 17 18 19 20 21 22 20 21 22 23 24 25 26 17 18 19 20 21 22 23 20 21 22 Paz_ R $ PBRR W PaRR PPE $ PMR R PPE 23 24 25 MMR 26 27 W 28 29 PPE 27 28 29 30 31 W 27 28 25 26 P.RR 27 28 W 29 $ 30 30 31 _October ~6 November —— December _ — — —1. 1 2 3 4 5 "~ 1 2 3 4 2 E. R R PPE PPE 8 9 10 11 12 13 14 75 6 7 8 9. 10 11 3 4 5 6 7 8 9 Pazw W $ Paz $W -- R $ 75 16 17j 19 20 21 12 13 14 154,PPE 10 11 12 13 14 15 16 P R PPE PazR PILW W PPE22 23 24 25 26 27 28 19 20 21 22 17 18 19 20 21 22 23 PBRR W $ $ JP�RWS R $ 29 30 31 28 27 28 2824 2 26 27 28 29 30 31 P.R_ —• P6RR W PPE Assembly Meetings R Regular Meeting W Worksession JWS Borough/City Joint Work Session Planning & Zoning Meetinas P&Z R Regular Meeting P&Z W Worksession Other Meetinas Elections P&R R Parks & Recreation Regular Meeting E Municipal Election LEPC Loral Emergency Planning Committee PPE Pay Period Ending $ Pay Day ACr_w_rwwe KODIAK ISLAND BOROUGH AGENDA STATEMENT NOVEMBER 10, 2016 ASSEMBLY WORK SESSION TITLE: KIB Website Redesign Overview ORIGINATOR: Meagan Christiansen FISCAL IMPACT: No FUNDS AVAILABLE: Account Number: Amount Budgeted: SUMMARY STATEMENT: A brief introduction and discussion of the Borough's redesigned website. PURPOSE, ACTION, OR RECOMMENDED MOTION: none Kodiak Island Borough KIB Website Redesign Overview AGENDA ITEM #2.c. Page 30 of 31 AGENDA ITEM #2.c. Kodiak Island Borough Website Redesign The Borough's website has been redesigned and went live on October 3, 2016. The process began in April, 2016 with a project team comprised of Meagan Christiansen, Laurie Pardoe and Paul Van Dyke along with the website host company, CivicPlus. The most important aspect of this redesign is that the site is now "responsive," meaning that the pages will change the way they are viewed as the screen size changes. This is especially important for people who visit the website on mobile devices. A little history... Website hosting was originally performed in-house by the IT Department. In 2006, a Request for Proposals was issued for website development and hosting. CivicPlus was the vendor of choice primarily because of the ease of use by Borough staff, at that time we created pages in Microsoft Word and uploaded them to the website. We went live with a brand new site in December, 2006. In 2011, CivicPlus contacted us with a special offer of a website redesign to include a new look, some new functionality, and an additional redesign built into the contract after 3 years. We went live with the 2"a design in April, 2012. In March, 2016 we requested the redesign included in the 2012 contract. We felt the timing was appropriate because of the innovation of responsive webpages and comments from the public about the Borough's website being cumbersome to navigate on mobile devices such as cell phones. The 2016 Redesign... The new version of the site looks different but functionality and navigation remain mostly the same. The Borough team favored presenting three items in a new format: meeting information, advertisement of requests for bids and proposals, and advertisement of job openings. The change in presentation of meeting information is the most notable for the viewing public. Rather than having multiple pages listing meeting information for the Assembly, Other Boards & Commissions and current interest groups such as fisheries and land committees, we combined all meeting information into one place using the built in Agenda Center module and coordinating it as applicable with the Clerk's Office Agenda Management software. We believe this change makes the presentation of information more consistent and allows visitors to more easily find the meeting information they are interested in. Advertisements for Invitations to Bid or Requests for Proposals and Job Vacancies are now presented by utilizing templates provided by the host rather than making changes to page content. We believe this change will make the advertisement processes more consistent and easier for staff to manage; we also believe that it makes it easier for the public to find and be notified about additions of and changes to these advertisements. We are still experiencing an occasional error and hiccup with the transition, however once the initial bugs are fixed and staff becomes familiar with the new administration procedures, we expect this version of the website to he more user friendly and to better meet the needs of the community. Should you find an error within the site or have feedback to share, please contact one of the team members listed above or submit a Questions & Comments form found on the homepage at www.kodiakak.us Page 31 of 31 KIB Website Redesign Overview VNIONWOOk PDXIMA 'Aiv •vt r) .• At I,ON fl:A ILI IAIII,'O. I'm, !WNWQW2AY(r(init • .r -wy"i V.Fjld 24, 1 1, 'If ew r •4"Ai 14 '19^ W'I' 9mtTc!-$A""(,-i`1'v .10 -0 a It, ,,IIt I III is1 is OA top NVIOW—WA .-AU!I lt.C.N-al -'JA T1 T"IR 01 A. f, '{rtl4tl` L"t-a,yr w IN. 4, rwf- 4,f 14", .0 On malims As or -_AJA i"11M.;v110 "C IC,P'O l!" P 'H'f, Z.rtp-a.:'ti43W St. i" rn f �,I, t_vtflm�"n Sol , f'-qmlq ztvalv .5PS!t�ztI 1: • x n 4. mad lAwslow"I", -munw-smsm VA SO &I WWI ..11AA: F, iv:' 1.1-44 '104A vofav Imp T1 1! high 'Mei• w6l'6 'Aiv •vt r) .• At I,ON fl:A Additional Information related to proposed conservation easements provided by Great Land Trust and EVOSTC - 1118116 Termination Point and Long Island Conservation Easements The following provides additional information regarding a number of issues or questions that were raised in the course of the Kodiak Borough's review of the Termination Point and Long Island Conservation Easements. 1. Prohibition on Trapping At the work session on Aug. 25, 2016, an inconsistency was noted in the wording of the draft Conservation Easements. Section 111(a)(vii) prohibits trapping by the public on the properties, but trapping was still listed in the separate section on subsistence uses (Section IV(d)). This inconsistency has been corrected in the updated version of the Conservation Easements by deleting the reference to subsistence trapping in Section IV(d). That section now provides for subsistence uses in accordance with state law for personal and family consumption, so long as it is consistent with the Conservation Easements. This corrects the inconsistency that was noted and clarifies that trapping would not be allowed by the public on the properties. The Borough also expressed a concern that it sometimes uses trapping as a management technique for controlling wildlife damage to infrastructure such as roads (the most common situation is the removal of beaver that may be building dams in inappropriate locations, causing flooding). To address this management issue, an exception was added at the end of the trapping section in Section III(a)(vii) that accommodates the Borough's management needs. 2. Boroutah Management Prerogatives and Enforcement Discretion A question was also raised regarding how the Conservation Easements might affect the Borough's regulatory and management prerogatives in general. There are really three parts to this question. The first part is what affirmative management actions if any, would the Borough have to take to comply with Section I of the Conservation Easement's requirement to manage to "strictly in compliance with the Conservation Easement"? The restrictions in the Conservation Easements prohibit certain types of activities or uses on the properties, but do not require any affirmative activities to be undertaken by the Borough. So, management strictly in accordance with the Conservation Easements means that the Borough could not authorize activities (by permit or other official approval, for example) that are inconsistent with the Conservation Easements. An example would be that the Borough could not lease timber rights or authorize roads to be built on the properties. But nothing in the Conservation Easements requires the Borough to undertake particular affirmative management actions or expenditures. The second part is what, if anything, must the Borough do to prevent or correct violations of the Conservation Easements by thernublic? This second aspect falls within the Borough's enforcement discretion. Section II(a) of the Conservation Easement states that the Conservation Easement does not impose an affirmative obligation on Grantees to restore the properties or take any particular enforcement measures. The Borough may allocate its enforcement resources on the properties as it believes appropriate and the same way it makes decisions about enforcement of violations on other Borough lands. The third part of this question is whether the Conservation Easement interferes with the Borough's normal application of its Borough codes and regulations (particularly its zoning or permit requirements for development). As noted above, the constraint the Conservation Easements would place is that the Borough could not affirmatively authorize activities or uses of the properties that are prohibited or restricted by the Conservation Easements. To address the concern, a change was made in the wording of Section I of the Conservation Easements to clarify that the Borough's ordinances are only preempted by the Conservation Easements "should the terms of the Borough's ordinances be less restrictive than the Conservation Easement." The continuing applicability of Borough normal zoning and regulatory requirements is also discussed further in Section 3 below. 3. Long Island Parcel B Retained Development Rights Parcel B is the small portion of Long Island (approximately 141 acres) set apart from the larger portion of the island by an isthmus. On this parcel, the landowner retains certain development rights, as set forth in the Parcel B Conservation Easement. A question was asked regarding what may be constructed on the Parcel B property. The Conservation Easement limits any construction to 50 acres out of the approximately 141 acres in Parcel B. The remaining 91 acres will remain in their natural, undeveloped state (except for signage and pedestrian trails, which are also allowed on the remainder of Long Island). The purpose of the retained development rights, as described in Section IV(b) of the Parcel B Conservation Easement, is to allow the landowner to construct facilities to promote the cultural education of Alaska Natives of the Kodiak region. On the 50 acres of retained rights, the landowner may build a meeting hall, 15 family cabins initially, and up to 25 more cabins phased over 25 years (for a total of 40 family cabins), and, at the end of 25 years, a lodge. The Conservation Easement does not permit subdivisions or private residences to be constructed on Parcel B. As provided in Section IV(b) of the Parcel B Conservation Easement, any future development on the reserved 50 acres is subject to compliance with all the same Borough laws codes and permitting requirements and approvals that would apply to private property elsewhere within the Borough. Thus, the Conservation Easement does not exempt the Long Island property from the Borough's normal legal and regulatory code requirements or lessen them in any way. The description of what may be constructed set out in the Conservation Easement is necessary to specify what is allowed without violating the Conservation Easement. It does not displace any of the Borough's codes or permit requirements, which would continue to apply to any construction or development project in the Borough. 4. Environmental Site Inspections of Properties Another issue which was raised is the possibility of any environmental contamination. A "Phase I" Environmental Site Assessment has already been completed on the Termination Point property and no adverse issues were found. Final reports are being prepared, and the Phase 1 Report will be provided to the Borough for its review and approval as part of due diligence before conveyance. The situation with Long Island is a little different. As the Borough is aware, Long Island was the subject of a federal U.S. Army Corp of Engineers (COE) cleanup and waste removal in 2004-2005 to remove contamination left over from the use of portions of the island as a military base during World War 11. A comprehensive final report was prepared on the results of the COE cleanup, which was reviewed and approved by the Alaska Department of Environmental Conservation (ADEC) as well. The site was subsequently approved by ADEC as having met applicable environmental standards and closed. The final report of the cleanup is now being reviewed again by ADEC to ensure that all the documentation is complete and up to date and that all State and Federal institutional controls were met. A copy of the cleanup report is available for the Borough's review as part of due diligence. The State's review will be completed and the Borough and the Federal government will receive the results for their review and approval. The final conveyance of the Long Island Conservation Easements to the Borough will not be completed until the Borough, the State and Federal governments are all satisfied with the results of these environmental reviews. Wording has also been added to the updated Conservation Easements that directly addresses the question of possible environmental responsibility. A new sub -section V(O has been added to each Conservation Easement clarifying that the Grantees (the Borough and the U.S.) that will hold the Conservation Easements do not assume responsibility for any environmental contamination or other pollution that may exist on the properties by accepting Conservation Easements. The new language was added to clarify that pre-existing conditions on either property are not the responsibility of the Grantees. 5. Need for Survey of Lone Island and Updatine of Leeal Description Great Land Trust has contracted with a licensed surveyor to complete a survey of Long Island that will demarcate Parcel A and Parcel B in detail. As soon as the survey is completed, a copy will be provided to the Borough for its review and approval as part of due diligence. The legal description of the property in each Conservation Easement will also be updated before final recording of the conveyances. (The legal description of the Termination Point parcel is adequate and does not require a survey.) '�TiC�M7VI5�iI RMFiMM i r 1 . MI i - iT MTIF70 Ouzinkie Native Corporation and Koniag, Incorporated are landowners in the immediate neighborhood of Termination Point Koniag, Inc. owns the subsurface estate underlying the Termination Point and Long Island lands, and Ouzinkie has landholdings near Termination Point A question was asked about these landowners' positions on the conveyance of Conservation Easements to the Borough. In response, letters from each of these Alaska Native Corporations stating their support for the projects have been included in your packet materials. FA l li ; hoiln! .,vA, -!,oj f�: IM I V, i ,,_ r, ; '.,_ As QOq Js". i y ( i I.) . -6 Whii; 1 1 Mrs AM -.10 " - � ! 1 ;-ITE f: at, A! 1: I A fA-m;-q I'llb 14:'.Y12"Idowyl pg". (") - !,sow, twow. rwi[VxA�) J�AL rim Inc ww" I; IQLv 1 IV? !IT )j-'% 'I', rG t x: 4"T! " IWTT�- .1 tlit vgl, S;!&fff, Ovaq oil 71 bo" 441""t, f5ly—, x-1 rip'. ,,ld TIJ dirtv, LIff., ,WAS, Ito,. Cri:Q(J `1-�lij. -I;' , rt . );*_ ti? "Us. , - 1 V'. , �! r hux 090bumbqO 10 del K -ir:£v I-: ;-I, t4 V') W L x loom; i tl A)llp, TV Shlenf. it.' F !v! ti-,,i,)�; Yii'W', 6' lftjs:- .aij Olb 5W!.•'f1., 07! ROADMar --dfj) o t ;.Nq T:i Ail 1. fiv 4r K 1 - At hol".; u Z erWi t::Trl-'J, .1011, fs GRANTEE KODIAK ISLAND BOROUGH TERMINATION POINT CONSERVATION EASEMENT 10-31-2016 LEISNOI CONSERVATION EASEMENT TERMINATION POINT PARCEL THIS TERMINATION POINT CONSERVATION EASEMENT ("Conservation Easement") is entered into as of this day of by LEISNOI, INCORPORATED, ("Leisnoi"), a Native Village Corporation organized pursuant to the Alaska Native Claims Settlement Act ("ANCSA"), 43 U.S.C. § 1601, et. seq., as amended (hereinafter with its successors and assigns), whose address of record is 341 W. Tudor Road, Suite 204, Anchorage, Alaska 99503 ("Grantor"), by the KODIAK ISLAND BOROUGH and its assigns ("Borough"), whose address is 710 Mill Bay Road, Kodiak, Alaska 99615-6398, and by the UNITED STATES OF AMERICA ("United States"), and its assigns, whose address is Bureau of Land Management, Alaska State Office, 222 West Seventh Avenue, # 13, Anchorage, Alaska 99513- 7504, (the Borough and the United States are also referred to herein individually as "Grantee" and collectively as the "Grantees"), pursuant to the Agreement for the Sale and Purchase of Interests in Land on Kodiak Island, Alaska (Leisnoi Termination Point Parcel), dated ("Purchase Agreement"). Collectively, Grantor and Grantees are also referred to as "the Parties" to this Conservation Easement. WHEREAS, the real property which is subject to this Conservation Easement ("Protected Property") is located on Kodiak Island, near the City of Kodiak, Alaska; and WHEREAS, pursuant to the provisions of ANCSA, the Grantor is the holder of title to the surface estate of the Protected Property, which is described more fully in Exhibits A and A-1, attached hereto and incorporated herein by reference and is also referred to herein as the "Termination Point Parcel"; and WHEREAS, the Protected Property contains natural, scenic, wooded and non -wooded lands and waters, providing important habitat and protection for species of migratory birds, fish and wildlife, including many that were injured as a result of the Exxon Valdez oil spill (EVOS) as described in the Final Restoration Plan adopted by the Exxon Valdez Oil Spill Trustee Council (the "Trustee Council'), on November 2, 1994 ("Conservation Values"); and 1 GRANTEE KODIAK ISLAND BOROUGH TERMINATION POINT CONSERVATION EASEMENT 10-31-2016 WHEREAS, the Trustee Council has approved the use of joint settlement funds for acquisition by the Borough and the United States of a Conservation Easement on the Protected Property, to ensure that the restoration objectives of the Trustee Council, as described in the Purpose section of this Conservation Easement, are achieved, subject to certain retained rights to be held by the Grantor in recognition of Grantor's cultural and subsistence ties to the land; and WHEREAS, subject to the rights to be granted to the Grantees, Grantor reserves and retains all other rights and privileges as landowner, including certain rights that are specified herein; and WHEREAS, the laws of the State of Alaska (Alaska Statute 34.17) provide for the conveyance to a governmental body, empowered to hold an interest in real property under the laws of the United States, of a non -possessory interest in real property imposing limitations or affirmative obligations to retain or protect natural, scenic, or open space values of real property, ensure its availability for agricultural, forest, recreational, or open space use, protect natural resources, maintain or enhance air or water quality, or preserve the historical, architectural, archaeological, or cultural aspects of real property; and WHEREAS, pursuant to the terms of this Conservation Easement, Grantor intends to convey to the Grantees a protective Conservation Easement interest in the Protected Property as provided herein; and WHEREAS, the Grantees have agreed to preserve and protect the Protected Property in perpetuity in order to preserve, protect, restore, enhance, or rehabilitate natural resources injured by the Exxon Valdez oil spill on the Protected Property and the services (including subsistence, recreation, tourism and sport hunting and fishing), provided by those natural resources; and WHEREAS, the Borough desires to provide opportunities for the public to undertake wildlife and wildlands recreational activities on the Protected Property that are consistent with the terms of this Conservation Easement and subject to such prohibitions, limitations and i� GRANTEE KODIAK ISLAND BOROUGH TERMINATION POINT CONSERVATION EASEMENT 10-31-2016 restrictions so as to maintain the Protected Property in its natural condition, and to further and not impair or interfere with the Trustee Council's habitat protection and restoration objectives as described in the Purpose section of this Conservation Easement; and WHEREAS, pursuant to the terms of the Conservation Easement, the Grantor shall convey to the Grantees, and shall also retain for itself the independent, non-exclusive rights in perpetuity to enforce the terms of the Conservation Easement, including the preservation and protection of all natural resources and habitat values of the Protected Property, against the actions, claims or demands of Grantor, the Borough, the United States or any other person or entity in perpetuity; and NOW THEREFORE, pursuant to the laws applicable in the State of Alaska ("State"), in particular Alaska Statute 34.17, the ordinances of the Kodiak Island Borough, and in particular Chapter 18.10 of the Kodiak Island Borough Code, and the laws of the United States, in particular 43 U.S.C. § 1715, and for and in consideration of $5,451,000.00, lawful money of the United States, receipt of which has been acknowledged, Grantor does hereby grant and convey to Grantees, and their successors and assigns, forever, with special warranties of title subject to conditions, restrictions and limitations of record, the Conservation Easement as set forth herein in perpetuity over the Protected Property of the nature and character and to the extent hereinafter set forth, as to the Protected Property described below, provided, however, nothing in such Title 18 or in any other provision of the Kodiak Island Borough Code shall authorize the Borough to take any action in conflict with the terms of this Conservation Easement. Such Protected Property shall be subject to valid existing rights, including reservations, easements, and exceptions in the U.S. Patent, or other state or federal conveyance, and in acts authorizing the issuance thereof, and easements, rights-of-way, covenants, conditions, reservations, and restrictions, if any, of record. The Conservation Easement described herein is being granted by the Grantor to the Grantees in order to preserve and protect the Protected Property as provided herein while allowing for limited public use consistent with the purposes, restrictions and other terms in this Conservation Easement. Acceptance of and recording of this Conservation Easement by 3 GRANTEE KODIAK ISLAND BOROUGH TERMINATION POINT CONSERVATION EASEMENT 10-31-2016 Grantees shall evidence Grantees' acceptance of and agreement to all of its terms and their understanding that the property tights of the Grantor and its successors and assigns in and to the Protected Property are conveyed, conditioned and restricted by this Conservation Easement as expressly provided for herein. The Grantor reserves to itself, its shareholders, and its successors and assigns, all rights not expressly conveyed herein. The rights reserved to Grantor include, but are not limited to, those rights enumerated in Section IV, Leisnoi's Retained Rights and Privileges as Landowner, in addition to all rights as fee owner, including the right to use the property for all purposes not prohibited by or inconsistent with this Conservation Easement. I. PURPOSE The purpose of this Conservation Easement is to ensure that the Conservation Values of the Protected Property will be protected and maintained in perpetuity and to prevent any use Or alteration of the Protected Property that will impair, degrade or interfere with its natural habitat protection and EVOS restoration goals and objectives. This includes management for the protection of its natural forested and non -forested areas, including riparian areas, wetlands and shorelines, and other ecological values, as well as the conservation and protection of migratory bird, fish and wildlife resources and their habitats on the Protected Property. Consistent with the specific provisions of this Conservation Easement, this Conservation Easement will confine the use of the Protected Property to activities that are consistent with the protection and preservation of the Protected Property in perpetuity. In furtherance of these conservation purposes, the Borough shall manage the Protected Property strictly in accordance with this Conservation Easement and may also manage the Protected Property pursuant to Borough ordinances, so long as such management is not in violation of this Conservation Easement (recognizing that structures and conditional uses will not be allowed under this Conservation Easement); provided, however, should the terms of the Borough's ordinances be less restrictive than this Conservation Easement, the Conservation Easement shall supersede the Borough's ordinances. Closures or additional restrictions or limitations on the public's use of the Protected Property may be instituted by the Borough or the United States to ensure the purposes of this Conservation Easement are fulfilled. The Parties further shall ensure that the reservation and enjoyment of all legal and other 4 GRANTEE KODIAK ISLAND BOROUGH TERMINATION POINT CONSERVATION EASEMENT 10-31-2016 rights not specifically granted to the Grantees by this Conservation Easement or listed as Prohibited or Restricted Uses or Activities below, shall be reserved to the Grantor as the landowner of the Protected Property. H. RIGHTS CONVEYED TO GRANTEES To accomplish the purposes of this Conservation Easement, the following rights are conveyed to Grantees, together with the rights to enforce all the terms, including the restrictive provisions, set forth in this Conservation Easement; provided, however, that nothing in this Conservation Easement shall be construed to create an affirmative obligation of the Grantees to restore or enhance any particular natural resources, habitat or services on the Protected Property or to take any particular enforcement action: a. To enter upon the Protected Property at any time and without permission from the landowner, in order to achieve the purposes of and/or enforce the terms of this Conservation Easement. b. To enter upon the Protected Property at any time, and without permission of the landowner, to perform any activities in order to protect, restore or replace the natural resources, habitat or services injured or reduced by the Faxon Valdez Oil Spill. However, nothing herein shall be construed to create an affirmative obligation of the Grantees to restore or replace any particular natural resources or services on the Protected Property. c. To prevent any activity on or use of the Protected Property that is inconsistent with the purposes of this Conservation Easement and, in the event the Protected Property is damaged or degraded by any inconsistent activity or use, to require the restoration of such areas or features of the Protected Property at the sole cost and expense of those responsible for the damage. d. At the discretion of the Borough and upon consultation with Grantor and the written concurrence of the United States Bureau of Land Management, the Borough may 5 GRANTEE KODIAK ISLAND BOROUGH TERMINATION POINT CONSERVATION EASEMENT 10-31-2016 plan, arrange for, conduct or authorize: (1) surveys, mapping, marking of boundaries, taking videos and photographs, and preparing other documentation to facilitate administration of this Conservation Easement; (2) fish, wildlife, bird and habitat surveys and research by all customary means and techniques, which can include the use of aircraft, radio telemetry, and live captures and tagging or the establishment of limited, multi-year research vegetation plots. Any information obtained pursuant to the provisions of this Section (d) shall be made available by the Borough to Grantor upon its request as allowed by law. e. To monitor, assess and police permissible and impermissible uses of the Protected Property. The Borough may prohibit, regulate or restrict any uses that might be incompatible with the protection of the Protected Property in its natural condition or which may cause damage to the Protected Property, and it may require permits or other approvals for specific uses of the Protected Property as deemed desirable under authorities provided in applicable laws, provided such required permits or other approvals shall not diminish or preclude the exercise hereunder by Grantor of its retained rights in any way, nor shall Grantor be required to pay a fee or purchase any permits in order to have the right of access to the Protected Property. If the Borough or the United States charge any person, entity, organization, or others a fee for such required permits or other approvals, such fees shall only be to the extent authorized by statute and/or regulation and are only intended to cover the costs associated with the administration of carrying out the intent of this Conservation Easement. In their discretion, the Borough and/or the United States may take appropriate enforcement or other legal action at any time as necessary or in individual cases. However, nothing herein shall be construed to preclude the Borough or the United States from taking any affirmative action to enforce any existing rule, policy or agreement with respect to the Protected Property. f. The Borough may provide for reasonable public use of the Protected Property for recreational uses and the taking of fish and wildlife in compliance with applicable M GRANTEE KODIAK ISLAND BOROUGH TERMINATION POINT CONSERVATION EASEMENT 10-31-2016 codes and other laws, but only to the extent consistent with this Conservation Easement and in a manner and subject to any such closures, limitations or restrictions as are warranted in order to assure the protection and preservation of the natural resources and habitats of the Protected Property in perpetuity. In this regard, the Parties agree that this Conservation Easement shall provide the Grantees with property interests sufficient for them to apply and enforce on the Protected Property all laws, regulations and plans applicable to public lands in Alaska, provided, however, the exercise of such interests by Grantees shall not be in conflict with the rights retained by Grantor hereunder. g. The Grantees shall be entitled to enforce on a non-exclusive basis against each other, the Grantor, and any other person or entity, their successors or assigns, this Conservation Easement and in particular the terms setting forth Prohibited and Restricted Uses and Activities in Section III below. h. The Parties acknowledge that the interest of the Borough in the Protected Property and this Conservation Easement is subject to the right of the State of Alaska to assume the Borough's interest in the Protected Property upon the State's giving notice to the Borough of its election, in which event the Borough shall transfer to the State all of its interest under this Conservation Easement at no cost to the State. After such transfer the Borough shall no longer have an interest in the Protected Property or this Conservation Easement. The State and the Borough shall execute an acknowledgment of such transfer, the terms of which shall be approved by the United States and the Grantor, which transfer shall be recorded. III. PROHIBITED USES (a) RESTRICTED USES: The following listed uses and activities are prohibited on the Protected Property except as determined by both the Borough and the Bureau of Land Management, U.S. Department of the Interior, or their respective successors in administrative function, to be necessary: (1) to further the accomplishment of the habitat protection and restoration objectives for which the Conservation Easement to 7 GRANTEE KODIAK ISLAND BOROUGH TERMINATION POINT CONSERVATION EASEMENT 10-31-2016 the Protected Property was acquired using Trustee Council funds; (2) to the extent consistent with these protective and restoration Trustee Council objectives, to conduct research on the Protected Property in accordance with restrictions and prohibitions in this Conservation Easement and applicable laws pertaining to lands within the State (whether carried out by the Borough, an entity approved by the Borough, or its successors in administrative function); or (3) to convey information to the public to protect public safety or natural resources. Notwithstanding the foregoing, an excepted use or activity under this paragraph (a) is allowed only if it does not have any significant negative impact on the habitat protection and restoration objectives of the Trustee Council, and in particular any negative impact as described in Subsections (i) thru (vii) hereof: (i) filling, excavating or otherwise disturbing or changing the natural surface or topography of the Protected Property in any manner except as is reasonably necessary to provide for and maintain non -motorized, pedestrian trails for reasonable access for public use or for necessary emergency response purposes; (ii) removing, destroying, cutting or clearing trees, brush or other plants or planting trees or plants on the Protected Property, except as is reasonably necessary to provide for and maintain non -motorized, pedestrian trails on the Protected Property or for necessary emergency response purposes; (iii) using biocides or other chemicals except by the Borough, with the written concurrence of the U.S. Department of the Interior, Bureau of Land Management, as necessary to control or remove non-native fish, wildlife or plants; (iv) manipulating or altering natural water courses, shorelines, marshes or other water bodies or conducting or allowing activities or uses that are detrimental to water quality or purity on the Protected Property; I GRANTEE KODIAK ISLAND BOROUGH TERMINATION POINT CONSERVATION EASEMENT 10-31-2016 (v) operation of all -terrain or other motorized vehicles, boats, aircraft or fuel caching, except to the extent reasonably necessary for maintaining and repairing pedestrian trails and for emergency response purposes and then only if its impact is minimal; (vi) discharge of firearms or other explosives, except that use of firearms for hunting in accordance with the terms of this Conservation Easement and applicable laws is permitted, while recreational and target shooting are prohibited; and (vii) trapping of any nature, whether recreational, or for commercial or subsistence hunting purposes. Notwithstanding this prohibition, the Borough may employ trapping as reasonably necessary as a method to control or minimize wildlife damage to infrastructure (such as from flooding by beaver dams). (b) PROHIBITED ACTIVITIES The following listed uses and activities by any person are prohibited on the Protected Property: (i) constructing or placing permanent or temporary buildings, fixed or improved camp sites, subdivisions, accommodations or mobile homes, roads, parking lots, utility towers, fences, billboards, signs, or any other structures or improvements on the Protected Property, except for limited pedestrian trails and signage required for the management of public use on the Protected Property and unless such signs are in compliance with Section IV.b of this Conservation Easement; (ii) the introduction of fish, wildlife or plants which are not native to Kodiak Island, Alaska, agricultural uses, or wild fish or game farming, including, but not limited to, farm crops, aquaculture, hatcheries, the grazing of domestic animals or the introduction of reindeer or bison; and E GRANTEE KODIAK ISLAND BOROUGH TERMINATION POINT CONSERVATION EASEMENT 10-31-2016 (iii) the placing, storing or dumping of garbage, trash, other unsightly or offensive items or material and/or hazardous materials or substances. Nothing herein shall be deemed to create in any third party beneficiary any rights or privileges under this Conservation Easement or the right to enforce any of its terms or covenants. Grantor agrees that this Conservation Easement and all its restrictive covenants shall run with the lands and shall be binding upon Grantor, its successors and assigns, and including, without limitation, upon the Grantees, except where such action by the Grantees is specifically authorized by this Conservation Easement. In the event title to all or a portion of the Protected Property is ever acquired by the Borough, the State, or a successor entity, the Parties intend that no merger of title shall take place. Notwithstanding a future vesting of title in the Borough, the State, or a successor entity, the restrictions in this Conservation Easement shall continue and remain as permanent restrictions on the use of the Protected Property forever. IV. LEISNOI'S RETAINED RIGHTS AND PRIVILEGES AS LANDOWNER Grantor reserves, retains and continues to have all legal rights and privileges as landowner that do not unreasonably interfere with or violate the covenants, rights and restrictions and prohibited activities, which rights and privileges were granted to the Borough or its assigns and the United States by and through this Conservation Easement, including the rights and privileges set forth below: a. Grantor reserves and retains, to the extent it held the exclusive ownership of the Protected Property prior to the grant of this Conservation Easement, the rights to Alaska Native human remains, historic and prehistoric archaeological and cultural artifacts ("Artifacts") located on the Protected Property, including the right to remove the Artifacts from the lands subject to the Conservation Easement as provided herein, and nothing in this Conservation Easement diminishes the pre-existing ownership rights of Grantor in such Artifacts. In addition, with respect to such Artifacts, Grantor retains all rights that may be afforded as specified in the Native American Graves Protection and Repatriation Act, the Archaeological Resources Protection Act, the 10 GRANTEE KODIAK ISLAND BOROUGH TERMINATION POINT CONSERVATION EASEMENT 10-31-2016 National Indian Forest Resources Management Act, the National Museum of the American Indian Act, the Indian Arts and Crafts Act, the Native American Language Acts, and related laws of the State of Alaska, including the Alaska Historic Preservation Act. The Parties agree to meaningfully consult with each other prior to any excavations or removal of any Artifacts, and Grantor shall comply with all laws and regulations governing the excavation or removal of any such Artifacts that would have been applicable to such Artifacts if this Conservation Easement had not been granted. b. Grantor retains the right, consistent with signage standards established and applied by the Borough, to install a reasonable number of signs at the boundaries of the Protected Property informing visitors of Grantor's retained ownership and rights. Grantor agrees to work cooperatively with the Borough on the sign types, sizes, use of natural materials, blending of signs with the local landscape, and wording, to ensure Grantor's signs are compatible with comparable Borough signs. No advertising signs are to be placed on the Protected Property. The Borough has the right to install its own signs on the Protected Property. The Party installing a sign shall continue to be responsible for its maintenance, replacement or removal, as reasonably necessary. c. Grantor shall maintain the rights to any and all air emission offset or carbon credit values that may be derived from the Protected Property, including but not limited to offset or credit values derived from the carbon sequestration capacity of the timber on the Protected Property, and the right to transfer such credits to a third party on such terms as Grantor may elect, so long as the transfer is made subject to all the terms and conditions of this Conservation Easement in perpetuity. The reservation or exercise of these rights must be in accordance with this Conservation Easement and shall not create any burden or duty on the Borough or the United States at the time of the purchase of this Conservation Easement in the Protected Property or at any time in the future. Grantor shall have the right to enter the Protected Property as may be necessary to view, assess, survey or measure the air emission offset or carbon credit 11 GRANTEE KODIAK ISLAND BOROUGH TERMINATION POINT CONSERVATION EASEMENT 10-31-2016 values, in a manner which is customary to accomplish the measurements, so long as no substantial ground disturbance or other damage to or alteration of, the Protected Property results. In the event Grantor sells, leases, exchanges or otherwise transfers ("transfers") any interest in such retained carbon credit values to a third person or entity ("transferee"), as a condition of such transfer, Grantor shall include a copy of this Conservation Easement in the transfer documents provided to the transferee and require as a term and condition of such transfer that the transferee shall take the interest in such carbon credit values subject to the terms of this Conservation Easement. Any subsequent transfer of an interest in such carbon credit values shall also comply with the requirements of this paragraph and shall be subject to the terms of this Conservation Easement. Grantor, or its successor transferees in the event of subsequent transfers of the carbon credits, shall provide written notice to Grantees within thirty days of any transfer of an interest in the carbon credit values, including the name, address and electronic contact information for the transferee in any such transaction. d. Grantor retains the right for its individual shareholders to engage in subsistence uses, on the Protected Property, without a fee being charged to the shareholders for the use of the land. Such subsistence uses shall be in accordance with applicable State law, for personal and family consumption, and only so long as such activities are otherwise consistent with the restrictions and prohibitions in this Conservation Easement and are in compliance with applicable laws and regulations governing hunting and fishing and subsistence uses on State lands. The use of live trees or plants for subsistence activities is prohibited except for the non-commercial harvest of berries and other edible plants. Motorized vehicles shall not be allowed on the Protected Property for subsistence activities. Nothing herein shall prevent the Borough from further restricting or making closures on the Protected Property to some or all subsistence uses, where such action by the Borough is reasonably necessary to protect public safety or to conserve healthy populations of fish, wildlife and plants and their habitats consistent with the purposes of this Conservation 12 GRANTEE KODIAK ISLAND BOROUGH TERMINATION POINT CONSERVATION EASEMENT 10-31-2016 Easement. The subsistence rights reserved to Grantor herein do not include authorization for the taking of wild, renewable resources by Leisnoi's shareholders for sport or commercial purposes or the conduct of commercial activities on the Protected Property by Leisnoi's shareholders. e. To the extent a local preference is available under applicable law, Grantor reserves the right to enter into contracts with the Borough for the maintenance or improvement of any pedestrian trails on the Protected Property that may be authorized by the Borough in accordance with this Conservation Easement and for which a local preference is available, on terms to be negotiated between the Parties. Any such contracts must comply with all legally applicable procedures and requirements of the Borough for such contracts, including all procurement requirements. In the event a local preference is not available, upon Grantor's request, the Borough agrees to provide reasonable advance notice to Grantor of any opportunities for such contracts the Borough intends to make available for competitive bid or other form of solicitation and Grantor may participate in any such solicitation on an equal basis with other bidders. This provision applies only when the Borough elects to contract for such services and does not prevent Grantee from using its own employees to accomplish the work. L The Grantor and the United States shall be entitled to enforce on a non-exclusive basis against the Borough, and any other person or entity, their successors or assigns, this Conservation Easement and in particular the terms setting forth Prohibited and Restricted Uses and Activities in Section III above. g. The Protected Property shall forever be deemed to be real property conveyed to Grantor pursuant to the provisions of ANCSA and, as such, the Parties intend that the Protected Property shall not be deemed to have been improved, developed, subdivided, or otherwise subject to any form of taxation imposed upon the Protected Property or upon Grantor so long as the Protected Property is managed in accordance with the terms of this Conservation Easement. A Party may bring or defend any legal action regarding any tax obligations hereto, but no Party is required to defend or 13 GRANTEE KODIAK ISLAND BOROUGH TERMINATION POINT CONSERVATION EASEMENT 10-31-2016 indemnify another Party as a result of this Conservation Easement. V. GENERAL a. Neither the Grantor nor the Grantees may assign or otherwise transfer their respective rights or duties under this Conservation Easement, whether voluntarily or otherwise, except as permitted by this paragraph and the provisions of Section II.h. Any purported assignment or transfer in violation of this paragraph is void. Notwithstanding the prohibition on assignment or transfer, the Borough may assign or transfer all its rights and duties under this Conservation Easement to the State of Alaska, so long as the State agrees to accept the Conservation Easement according to its terms and all applicable laws and procedures. No other assignment or transfer of the Conservation Easement shall be allowed. b. Grantor shall not be responsible for the independent acts or omissions of its shareholders in violation of the terms of the Conservation Easement unless they are acting at Grantor's specific direction and under Grantor's control. However, Grantor shall remain responsible for the acts of persons (including shareholders) acting on its behalf at Grantor's specific direction and under Grantor's control. Grantees shall not have a right to hold Grantor liable or seek payment of any fines and/or penalties for the independent actions of its shareholders unless Grantor directs or authorizes the acts or omissions of such shareholders. After compliance with the requirements in Section IV.c of this Conservation Easement for transfer of an interest in carbon credit values, Grantor shall not be liable for the subsequent actions of a third party which, pursuant to Section IV.c, has received an interest in the rights to carbon credits held by Grantor in the lands subject to the Conservation Easement. c. No amendment or waiver of this Conservation Easement is effective which adversely impacts the habitat protection and restoration objectives of the Trustee Council or removes the restrictive covenants or prohibitions from the Protected Property. No other amendment or waiver of any provision of this Conservation Easement is valid 14 GRANTEE KODIAK ISLAND BOROUGH TERMINATION POINT CONSERVATION EASEMENT 10-31-2016 or effective unless it is in writing and signed by all Parties to this Conservation Easement and legally recorded. d. In the event of a violation of this Conservation Easement, a Party has the right at any time independently to exercise any legal or equitable right or remedy to enforce this Conservation Easement that may be available to the Party under applicable law and which is specifically authorized by this Conservation Easement. Such remedies include, but are not limited to: declaratory or injunctive relief, compensatory damages, restitution and/or attorney fees, which may be sought through a civil action in the courts. A violation of one or more provisions of this Conservation Easement shall not render this Conservation Easement or any portion of it unenforceable or invalid; nor may a Party unilaterally or by agreement with another Party terminate this Conservation Easement, which is intended to apply in perpetuity. e. The Grantor hereby covenants to and with the Grantees, their successors and assigns, that the Grantor is lawfully seized of the surface estate in the Protected Property which is subject to this Conservation Easement, has a good and lawful right and power to sell and convey rights to the same, that the same is free and clear of encumbrances, except as noted herein and that the Grantor will forever warrant and defend the Conservation Easement conveyed herein and the quiet possession thereof, against the claims and demands of all persons claiming through the Grantor. f. (1) The Parties intend that (A) neither of the Grantees will incur, suffer, or otherwise become burdened by any of the obligations or liabilities of an "owner" or "operator" as those words are defined, used, or interpreted under any environmental law, regulation, code, ordinance, order, other requirement or successor provision thereto, of any Federal, State, or local governmental authority relating to any hazardous, toxic, or otherwise harmful material, substance, or pollutant (collectively "Environmental Obligations"), solely by virtue of accepting this Conservation Easement, and (B) this Conservation Easement shall be construed so as not to cause either of the Grantees to incur, suffer, or otherwise become burdened by any 15 GRANTEE KODIAK ISLAND BOROUGH TERMINATION POINT CONSERVATION EASEMENT 10-31-2016 Environmental Obligations solely by virtue of accepting this Conservation Easement, and (2) nothing herein (A) releases any Party or other person from such Environmental Obligations as it may have had prior to accepting this Conservation Easement, (B) releases any Party or other person from any Environmental Obligations as may arise hereafter by virtue of actions undertaken by or for it hereafter on or with respect to the Property, or (C) constitutes a promise by any Party to indemnify any other Party or other person for any Environmental Obligations (whenever arising). TO HAVE AND TO HOLD unto Grantees, their successors, and assigns forever. IN WITNESS WHEREOF, Leisnoi, Inc., the Kodiak Island Borough and the United States of America have hereunto set their hands and seals effective the day first above written. (Signatures on following pages) 16 GRANTEE KODIAK ISLAND BOROUGH TERMINATION POINT CONSERVATION EASEMENT 10-31-2016 LEISNOI. INC. Date: STATE OF ALASKA ) )ss. THIRD JUDICIAL DISTRICT ) By: Jana Turvey Its: Chief Executive Officer THIS IS TO CERTIFY that on the day of 201_, before me, the undersigned, a Notary Public in and for the State of Alaska, duly commissioned and sworn, personally appeared JANA TURVEY, Chief Executive Officer of Leisnoi, Inc., to me known to be the person who represented herself to be, and who executed the above and foregoing TERMINATION POINT PARCEL CONSERVATION EASEMENT on behalf of Leisnoi, Inc., freely and voluntarily and by authority of its Board of Directors for the use and purposes therein described. IN WITNESS WHEREOF I have hereunto set my hand and affixed my official seal the day and year first above written. Notary Public in and for the State of Alaska My commission expires: 17 GRANTEE KODIAK ISLAND BOROUGH TERMINATION POINT CONSERVATION EASEMENT 10-31-2016 KODIAK ISLAND BOROUGH ACCEPTANCE In Testimony Whereof, the Grantee Kodiak Island Borough hereby accepts the foregoing TERMINATION POINT PARCEL CONSERVATION EASEMENT conveying to the Borough and its assigns those interests in land described herein, through the signature of its authorized officer below, pursuant to delegated authority, this _ day of 201 By: [Name and Title] Kodiak Island Borough STATE OF ALASKA ) )ss. THIRD JUDICIAL DISTRICT ) THIS IS TO CERTIFY that on the day of 201_, before me, the undersigned, a Notary Public in and for the State of Alaska, duly commissioned and sworn, personally appeared the , to me known to be the person who represented himself to be and who is known to be the person who has been lawfully delegated the authority of the to execute the foregoing TERMINATION POINT PARCEL CONSERVATION EASEMENT document under such legal authority, freely and voluntarily, and with knowledge of its contents, and who acknowledged said document before me on behalf of Grantee Kodiak Island Borough, for the uses and purposes therein described. IN WITNESS WHEREOF I have hereunto set my hand and affixed my official seal the day and year first above written. Notary Public in and for the State of Alaska My commission expires: 18 GRANTEE KODIAK ISLAND BOROUGH TERMINATION POINT CONSERVATION EASEMENT 10-31-2016 ACCEPTANCE BY UNITED STATES OF AMERICA Pursuant to 43 U.S.C. § 1715, the Grantee United States hereby accepts the foregoing TERMINATION POINT PARCEL CONSERVATION EASEMENT conveying to the United States of America and its assigns, those interests in lands described herein, pursuant to delegated authority, this this _ day of 201_. THE UNITED STATES OF AMERICA By: Bud Cribley, Alaska State Director Bureau of Land Management United States Department of the Interior STATE OF ALASKA ) ) ss. THIRD JUDICIAL DISTRICT ) THIS IS TO CERTIFY that on the day of 201, before me, the undersigned, a Notary Public in and for the State of Alaska, duly commissioned and sworn, personally appeared BUD CRIBLEY, Alaska State Director, Bureau of Land Management, United States Department of the Interior, to me known to be the person who represented himself to be, and who executed the above and foregoing TERMINATION POINT PARCEL CONSERVATION EASEMENT on behalf of the United States of America, freely and voluntarily under such legal authority for the uses and purposes therein described. IN WITNESS WHEREOF I have hereunto set my hand and affixed my official seal the day and year first above written. 19 Notary Public in and for the State of Alaska My commission expires: GRANTEE KODIAK ISLAND BOROUGH TERMINATION POINT CONSERVATION EASEMENT 10-31-2016 After Recording Return to: Kodiak Island Borough [dept. or officer] 710 Mill Bay Road Kodiak, Alaska 99615-6398 With a Conformed Copy to: Bureau of Land Management Alaska State Office 222 West Seventh Avenue, #13 Anchorage, Alaska 99513-7504 STATE BUSINESS — NO CHARGE Location Index [ADD LOCATION INDEX] 01 GRANTEE KODIAK ISLAND BOROUGH TERMINATION POINT CONSERVATION EASEMENT 10-31-2016 EXHIBIT A Legal description of Termination Point Parcel Tract C, T. 275., R. 19W., Seward Meridian, Alaska, Kodiak Recording District Containing 1028.00 acres, more or less According to the Supplemental Survey Plat accepted by the United States Department of the Interior Bureau of Land Management in Washington, D.C. on April 11, 1978. 21 GRANTEE KODIAK ISLAND BOROUGH TERMINATION POINT CONSERVATION EASEMENT 10-31-2016 EXHIBIT A-1 Map of Termination Point Parcel TERMINATION POINT CONSERVATION EASEMENT MAP oW, S.M. TnS, RrgW, S.M. * # I # * # I * APointh Pont I Sc6 I kc5 � I s 16 I i I . Termination by * PwNt aS.12 7 � a • g kc B+ • -r - - - - - -+ ---- f I -a a' a k•0•Y 0.^aA •"�•�• • I 95 V- MeoasF * I Scc tl # * Sec r8 QConservation Easement Boundary Ecological Features Other Features Ponds I _ I Seaton Unes ® Wetlands •-••- Trails I Uplands �+ Roads N rns, a Tos, Rt9W Marine Deepwater + Rocas A hl[ mp wwa[ prdu<M unng Ne bm NWI (we:bndf SpaM[I: LLT I,ni[I yyp )py In pL<e ofplal [rad [veer mai[ Roj<alad Cnwdln leSry[em'. rw1 Nap v}p Sme Pan<Ilarla a 11p5 yv[ rml 22 GRANTEE KODIAK ISLAND BOROUGH LONG ISLAND PARCEL A CONSERVATION EASEMENT 10-31-2016 LEISNOI CONSERVATION EASEMENT LONG ISLAND PARCEL A THIS LONG ISLAND PARCEL A CONSERVATION EASEMENT ("Conservation Easement") is entered into as of this day of by LEISNOI, INC. ("Leisnoi"), a Native Village Corporation organized pursuant to the Alaska Native Claims Settlement Act ("ANCSA"), 43 U.S.C. § 1601, et. seq., as amended (hereinafter with its successors and assigns), whose address of record is 341 W. Tudor Road, Suite 204, Anchorage, Alaska 99503 ("Grantor"), by the KODIAK ISLAND BOROUGH and its assigns ("Borough"), whose address is 710 Mill Bay Road, Kodiak, Alaska 99615-6398, and by the UNTIED STATES OF AMERICA ("United States"), and its assigns, whose address is Bureau of Land Management, Alaska State Office, 222 West Seventh Avenue, # 13, Anchorage, Alaska 99513- 7504, (the Borough and the United States are also referred to herein individually as "Grantee" and collectively as the "Grantees"), pursuant to the Agreement for the Sale and Purchase of Interests in Land on Long Island, Alaska (Leisnoi Long Island Parcels A and B), dated ("Purchase Agreement"). Collectively, Grantor, and Grantees are referred to herein as "the Parties" to this Conservation Easement. WHEREAS, the real property which is subject to this Conservation Easement ("Protected Property") is located on Long Island, an island approximately four miles east of the City of Kodiak, Alaska; and WHEREAS, pursuant to the provisions of ANCSA, the Grantor is the holder of title to the surface estate of the Protected Property, which is described more fully in Exhibits A and A-], attached hereto and incorporated herein by reference and is also referred to herein as the "Long Island Parcel A"; and WHEREAS, the Protected Property contains natural, scenic, wooded and non -wooded lands and waters, providing important habitat and protection for species of migratory birds, fish and wildlife, including many that were injured as a result of the Exxon Valdez oil spill ("EVOS") GRANTEE KODIAK ISLAND BOROUGH LONG ISLAND PARCEL A CONSERVATION EASEMENT 10-31-2016 as described in the Final Restoration Plan adopted by the Faxon Valdez Oil Spill Trustee Council (the "Trustee Council'), on November 2, 1994 ("Conservation Values"); and WHEREAS, the Trustee Council has approved the use of joint settlement funds for acquisition by the Borough and the United States of a Conservation Easement on the Protected Property, to ensure that the restoration objectives of the Trustee Council, as described in the Purpose section of this Conservation Easement, are achieved, subject to certain retained rights to be held by the Grantor in recognition of Grantor's cultural and subsistence ties to the land; and WHEREAS, subject to the rights to be granted to the Grantees, Grantor reserves and retains all other rights and privileges as landowner, including certain rights that are specified herein; and WHEREAS, the laws of the State of Alaska (Alaska Statute 34.17) provide for the conveyance to a governmental body, empowered to hold an interest in real property under the laws of the United States, of a non -possessory interest in real property imposing limitations or affirmative obligations to retain or protect natural, scenic, or open space values of real property, ensure its availability for agricultural, forest, recreational, or open space use, protect natural resources, maintain or enhance air or water quality, or preserve the historical, architectural, archaeological, or cultural aspects of real property, and WHEREAS, pursuant to the terms of this Conservation Easement, Grantor intends to convey to the Grantees a protective Conservation Easement interest in the Protected Property as provided herein; and WHEREAS, the Grantees have agreed to preserve and protect the Protected Property in perpetuity in order to preserve, protect, restore, enhance, or rehabilitate natural resources injured by the Exxon Valdez oil spill on the Protected Property and the services (including subsistence, recreation, tourism and sport hunting and fishing), provided by those natural resources; and WHEREAS, the Borough desires to provide opportunities for the public to undertake 2 GRANTEE KODIAK ISLAND BOROUGH LONG ISLAND PARCEL A CONSERVATION EASEMENT 10-31-2016 wildlife and wildlands recreational activities on the Protected Property that are consistent with the terms of this Conservation Easement and subject to such prohibitions, limitations and restrictions so as to maintain the Protected Property in its natural condition, and to further and not impair or interfere with the Trustee Council's habitat protection and restoration objectives as described in the Purpose section of this Conservation Easement; and WHEREAS, pursuant to the terms of the Conservation Easement, the Grantor shall convey to the Grantees, and shall also retain for itself the independent, non-exclusive rights in perpetuity to enforce the terms of the Conservation Easement, including the preservation and protection of all natural resources and habitat values of the Protected Property, against the actions, claims or demands of Grantor, the Borough, the United States or any other person or entity in perpetuity; and NOW THEREFORE, pursuant to the laws applicable in the State of Alaska ("State"), in particular Alaska Statute 34.17, the ordinances of the Kodiak Island Borough, and in particular Chapter 18.10 of the Kodiak Island Borough Code, and the laws of the United States, in particular 43 U.S.C. § 1715, and for and in consideration of $4,870,000.00 (total for Long Island Parcels A and B), lawful money of the United States, receipt of which has been acknowledged, Grantor does hereby grant and convey to Grantees, and their successors and assigns, forever, with special warranties of title subject to conditions, restrictions and limitations of record, the Conservation Easement as set forth herein in perpetuity over the Protected Property of the nature and character and to the extent hereinafter set forth, as to the Protected Property described below, provided, however, nothing in such Title 18 or in any other provision of the Kodiak Island Borough Code shall authorize the Borough to take any action in conflict with the terms of this Conservation Easement. Such Protected Property shall be subject to valid existing rights, including reservations, easements, and exceptions in the U.S. Patent, or other state or federal conveyance, and in acts authorizing the issuance thereof, and easements, rights-of-way, covenants, conditions, reservations, and restrictions, if any, of record. The Conservation Easement described herein is being granted by the Grantor to the Grantees in order to preserve and protect the Protected Property as provided herein while 3 GRANTEE KODIAK ISLAND BOROUGH LONG ISLAND PARCEL A CONSERVATION EASEMENT 10-31-2016 allowing for limited public use consistent with the purposes, restrictions and other terms in this Conservation Easement. Acceptance of and recording of this Conservation Easement by Grantees shall evidence Grantees' acceptance of and agreement to all of its terns and their understanding that the property rights of the Grantor and its successors and assigns in and to the Protected Property are conveyed, conditioned and restricted by this Conservation Easement as expressly provided for herein. The Grantor reserves to itself, its shareholders, and its successors and assigns, all rights not expressly conveyed herein. The rights reserved to Grantor include, but are not limited to, those rights enumerated in Section N, Leisnoi's Retained Rights and Privileges as Landowner, in addition to all rights as fee owner, including the right to use the property for all purposes not prohibited by or inconsistent with this Conservation Easement. I. PURPOSE The purpose of this Conservation Easement is to ensure that the Conservation Values of the Protected Property will be protected and maintained in perpetuity and to prevent any use or alteration of the Protected Property that will impair, degrade or interfere with its natural habitat protection and EVOS restoration goals and objectives. This includes management for the protection of its natural forested and non -forested areas, including riparian areas, wetlands and shorelines, and other ecological values, as well as the conservation and protection of migratory bird, fish and wildlife resources and their habitats on the Protected Property. Consistent with the specific provisions of this Conservation Easement, this Conservation Easement will confine the use of the Protected Property to activities that are consistent with the protection and preservation of the Protected Property in perpetuity. In furtherance of these conservation purposes, the Borough shall manage the Protected Property strictly in accordance with this Conservation Easement and may also manage the Protected Property pursuant to Borough ordinances, so long as such management is not in violation of this Conservation Easement (recognizing that structures and conditional uses will not be allowed under this Conservation Easement); provided, however, should the terms of the Borough's ordinances be less restrictive than this Conservation Easement, the Conservation Easement shall supersede the Borough's ordinances. Closures or additional restrictions or limitations on the public's use of the Protected Property may be instituted by the Borough or the United States for the protection of public safety or to ensure the GRANTEE KODIAK ISLAND BOROUGH LONG ISLAND PARCEL A CONSERVATION EASEMENT 10-31-2016 purposes of this Conservation Easement are fulfilled. The Parties further shall ensure that the reservation and enjoyment of all legal and other rights not specifically granted to the Grantees by this Conservation Easement or listed as Prohibited or Restricted Uses or Activities below, shall be reserved to the Grantor as the landowner of the Protected Property. H. RIGHTS CONVEYED TO GRANTEES To accomplish the purposes of this Conservation Easement, the following rights are conveyed to Grantees, together with the rights to enforce all the terms, including the restrictive provisions, set forth in this Conservation Easement; provided, however, that nothing in this Conservation Easement shall be construed to create an affirmative obligation of the Grantees to restore or enhance any particular natural resources, habitat or services on the Protected Property or to take any particular enforcement action: a. To enter upon the Protected Property at any time and without permission from the landowner, in order to achieve the purposes of and/or enforce the terms of this Conservation Easement. b. To enter upon the Protected Property at any time, and without permission of the landowner, to perform any activities in order to protect, restore or replace the natural resources, habitat or services injured or reduced by the Exxon Valdez Oil Spill. However, nothing herein shall be construed to create an affirmative obligation of the Grantees to restore or replace any particular natural resources or services on the Protected Property. c. To prevent any activity on or use of the Protected Property that is inconsistent with the purposes of this Conservation Easement and, in the event the Protected Property is damaged or degraded by any inconsistent activity or use, to require the restoration of such areas or features of the Protected Property at the sole cost and expense of those W GRANTEE KODIAK ISLAND BOROUGH LONG ISLAND PARCEL A CONSERVATION EASEMENT 10-31-2016 responsible for the damage. d. At the discretion of the Borough, and upon consultation with Grantor and the written concurrence of the United States Department of the Interior, Bureau of Land Management, the Borough may plan, arrange for, conduct or authorize: (1) surveys, mapping, marking of boundaries, taking videos and photographs, and preparing other documentation to facilitate administration of this Conservation Easement; (2) fish, wildlife, bird and habitat surveys and research by all customary means and techniques, which can include the use of aircraft, radio telemetry, and live captures and tagging or the establishment of limited, multi-year research vegetation plots. Any information obtained pursuant to the provisions of this Section (d) shall be made available by the Borough to Grantor upon its request as allowed by law. e. To monitor, assess and police permissible and impermissible uses of the Protected Property. The Borough may prohibit, regulate or. restrict any uses that might be incompatible with the protection of the Protected Property in its natural condition or which may cause damage to the Protected Property, and it may require permits or other approvals for specific uses of the Protected Property as deemed desirable under authorities provided in applicable laws, provided such required permits or other approvals shall not diminish or preclude the exercise hereunder by Grantor of its retained rights in any way. Grantees may take appropriate enforcement or other legal action at any time as necessary or in individual cases. However, nothing herein shall be construed to preclude the Borough or the United States from taking any affirmative action to enforce any existing rule, policy or agreement with respect to the Protected Property. If the Grantees charge any person, entity, organization, or others a fee for such required permits or other approvals, such fees shall only be to the extent authorized by statute and/or regulation and are only intended to cover the costs associated with the administration of carrying out the intent of this Conservation Easement. f. The Borough may provide for reasonable public use of the Protected Property for C GRANTEE KODIAK ISLAND BOROUGH LONG ISLAND PARCEL A CONSERVATION EASEMENT 10-31-2016 recreational uses and the taking of fish and wildlife in compliance with applicable codes and other laws, but only to the extent consistent with this Conservation Easement and in a manner and subject to any such closures, limitations or restrictions as are warranted for the protection of public safety or in order to assure the protection and preservation of the natural resources and habitats of the Protected Property in perpetuity. In this regard, the Parties agree that this Conservation Easement shall provide the Grantees with property interests sufficient for them to apply and enforce on the Protected Property all laws, regulations and plans applicable to public lands in Alaska, provided, however, the exercise of such interests by Grantees shall not be in conflict with the rights retained by Grantor hereunder. g. The Grantees shall be entitled to enforce on a non-exclusive basis against each other, the Grantor, and any other person or entity, their successors or assigns, this Conservation Easement and in particular the terms setting forth Prohibited and Restricted Uses and Activities in Section III below. h. The Parties acknowledge that the interest of the Borough in the Protected Property and this Conservation Easement is subject to the right of the State of Alaska to assume the Borough's interest in the Protected Property upon the State's giving notice to the Borough of its election, in which event the Borough shall transfer to the State all of its interest under this Conservation Easement at no cost to the State. After such transfer the Borough shall no longer have an interest in the Protected Property or this Conservation Easement. The State and the Borough shall execute an acknowledgment of such transfer, the terms of which shall be approved by the United States and the Grantor, which transfer shall be recorded. III. PROHIBITED USES (a) RESTRICTED USES: The following listed uses and activities are prohibited on the Protected Property except as determined by both the Borough and the Bureau of Land Management, U.S. Department of the Interior, or their respective successors in 7 GRANTEE KODIAK ISLAND BOROUGH LONG ISLAND PARCEL A CONSERVATION EASEMENT 10-31-2016 administrative function, to be necessary: (1) to further the accomplishment of the habitat protection and restoration objectives for which the Conservation Easement to the Protected Property was acquired using Trustee Council funds; (2) to the extent consistent with these protective and restoration Trustee Council objectives, to conduct research on the Protected Property in accordance with restrictions and prohibitions in this Conservation Easement and applicable laws pertaining to lands within the State (whether carried out by the Borough, an entity approved by the Borough, or its successors in administrative function); or (3) to convey information to the public to protect public safety or natural resources. Notwithstanding the foregoing, an excepted use or activity under this paragraph (a) is allowed only if it does not have any significant negative impact on the habitat protection and restoration objectives of the Trustee Council and, in particular, if it does not have any negative impact as described in Subsections (i) thru (vii) hereof: (i) filling, excavating or otherwise disturbing or changing the natural surface or topography of the Protected Property in any manner except as is reasonably necessary to provide for and maintain non -motorized, pedestrian trails for reasonable access for public use or for necessary emergency response purposes; (ii) removing, destroying, cutting or clearing trees, brush or other plants or planting trees or plants on the Protected Property, except as is reasonably necessary to provide for and maintain non -motorized, pedestrian trails on the Protected Property or for necessary emergency response purposes; (iii) using biocides or other chemicals except by the Borough, with the written concurrence of the U.S. Department of the Interior, Bureau of Land Management, as necessary to control or remove non-native fish, wildlife or plants; (iv) manipulating or altering natural water courses, shorelines, marshes or other 0 GRANTEE KODIAK ISLAND BOROUGH LONG ISLAND PARCEL A CONSERVATION EASEMENT 10-31-2016 water bodies or conducting or allowing activities or uses that are detrimental to water quality or purity on the Protected Property; (v) operation of all -terrain or other motorized vehicles, boats, aircraft or fuel caching, except to the extent reasonably necessary for maintaining and repairing pedestrian trails and for emergency response purposes and then only if its impact is minimal; (vi) discharge of firearms or other explosives, except that use of firearms for hunting in accordance with the terms of this Conservation Easement and applicable laws is permitted, while recreational and target shooting are prohibited; and (vii) trapping of any nature, whether recreational, or for commercial or subsistence hunting purposes. Notwithstanding this prohibition, the Borough may employ trapping as reasonably necessary as a method to control or minimize wildlife damage to infrastructure (such as from flooding by beaver dams). (b) PROHIBITED ACTIVITIES The following listed uses and activities by any person are prohibited on the Protected Property: (i) constructing or placing permanent or temporary buildings, fixed or improved camp sites, subdivisions, accommodations or mobile homes, roads, parking lots, utility towers, fences, billboards, signs, or any other structures or improvements on the Protected Property, except for limited pedestrian trails and signage required for the management of public use on the Protected Property and unless such signs are in compliance with Section IV.b of this Conservation Easement; (ii) the introduction of fish, wildlife or plants which are not native to Kodiak Island, Alaska, agricultural uses, or wild fish or game farming, including, but not limited to, farm crops, aquaculture, hatcheries, the grazing of domestic animals or the E GRANTEE KODIAK ISLAND BOROUGH LONG ISLAND PARCEL A CONSERVATION EASEMENT 10-31-2016 introduction of reindeer or bison; and (iii) the placing, storing or dumping of garbage, trash, other unsightly or offensive items or material and/or hazardous materials or substances. Nothing herein shall be deemed to create in any third party beneficiary any rights or privileges under this Conservation Easement or the right to enforce any of its terms or covenants. Grantor agrees that this Conservation Easement and all its restrictive covenants shall run with the lands and shall be binding upon Grantor, its successors and assigns, and including, without limitation, upon the Grantees, except where such action by the Grantees is specifically authorized by this Conservation Easement. In the event title to all or a portion of the Protected Property is ever acquired by the Borough, the State or United States or a successor entity, the Parties intend that no merger of title shall take place. Notwithstanding a future vesting of title in the Borough, the State or United States or a successor entity, the restrictions in this Conservation Easement shall continue and remain as permanent restrictions on the use of the Protected Property forever. IV. LEISNOPS RETAINED RIGHTS AND PRIVILEGES AS LANDOWNER Grantor reserves, retains and continues to have all legal rights and privileges as landowner that do not unreasonably interfere with or violate the covenants, rights and restrictions and prohibited activities, which rights and privileges were granted to the Borough or its assigns and the United States by and through this Conservation Easement, including the rights and privileges set forth below: a. Grantor reserves and retains, to the extent it held the exclusive ownership of the Protected Property prior to the grant of this Conservation Easement, the rights to Alaska Native human remains, historic and prehistoric archaeological and cultural artifacts ("Artifacts") located on the Protected Property, including the right to remove 10 GRANTEE KODIAK ISLAND BOROUGH LONG ISLAND PARCEL A CONSERVATION EASEMENT 10-31-2016 the Artifacts from the lands subject to the Conservation Easement as provided herein, and nothing in this Conservation Easement diminishes the pre-existing ownership rights of Grantor in such Artifacts. In addition, with respect to such Artifacts, Grantor retains all rights that may be afforded as specified in the Native American Graves Protection and Repatriation Act, the Archaeological Resources Protection Act, the National Indian Forest Resources Management Act, the National Museum of the American Indian Act, the Indian Arts and Crafts Act, the Native American Language Acts, and related laws of the State of Alaska, including the Alaska Historic Preservation Act. The Parties agree to meaningfully consult with each other prior to any excavations or removal of any Artifacts, and Grantor shall comply with all laws and regulations governing the excavation or removal of any such Artifacts that would have been applicable to such Artifacts if this Conservation Easement had not been granted. b. Grantor retains the right, consistent with signage standards established and applied by the Borough, to install a reasonable number of signs at the boundaries of the Protected Property informing visitors of Grantor's retained ownership and rights. Grantor agrees to work cooperatively with the Borough on the sign types, sizes, use of natural materials, blending of signs with the local landscape, and wording, to ensure Grantor's signs are compatible with comparable Borough signs. No advertising signs are to be placed on the Protected Property. The Borough has the right to install its own signs on the Protected Property. The Party installing a sign shall continue to be responsible for its maintenance, replacement or removal, as reasonably necessary. c. Grantor shall maintain the rights to any and all air emission offset or carbon credit values that may be derived from the Protected Property, including but not limited to offset or credit values derived from the carbon sequestration capacity of the timber on the Protected Property, and the right to transfer such credits to a third party on such terms as Grantor may elect, so long as the transfer is made subject to all the terms and conditions of this Conservation Easement in perpetuity. The reservation or exercise of 11 GRANTEE KODIAK ISLAND BOROUGH LONG ISLAND PARCEL A CONSERVATION EASEMENT 10-31-2016 these rights must be in accordance with this Conservation Easement and shall not create any burden or duty on the Borough or the United States at the time of the purchase of this Conservation Easement in the Protected Property or at any time in the future. Grantor shall have the right to enter the Protected Property as may be necessary to view, assess, survey or measure the air emission offset or carbon credit values, in a manner which is customary to accomplish the measurements, so long as no substantial ground disturbance or other damage to or alteration of, the Protected Property results. In the event Grantor sells, leases, exchanges or otherwise transfers ("transfers") any interest in such retained carbon credit values to a third person or entity ("transferee"), as a condition of such transfer, Grantor shall include a copy of this Conservation Easement in the transfer documents provided to the transferee and require as a term and condition of such transfer that the transferee shall take the interest in such carbon credit values subject to the terms of this Conservation Easement. Any subsequent transfer of an interest in such carbon credit values shall also comply with the requirements of this paragraph and shall be subject to the terms of this Conservation Easement. Grantor, or its successor transferees in the event of subsequent transfers of the carbon credits, shall provide written notice to Grantees within thirty days of any transfer of an interest in the carbon credit values, including the name, address and electronic contact information for the transferee in any such transaction. d. Grantor retains the right for its individual shareholders to engage in subsistence uses, on the Protected Property, without a fee being charged to the shareholders for the use of the land. Such subsistence uses shall be in accordance with applicable State law, for personal or family consumption, and only so long as such activities are otherwise consistent with the restrictions and prohibitions in this Conservation Easement and are in compliance with applicable laws and regulations governing hunting and fishing and subsistence uses on State lands. The use of live trees or plants for subsistence activities is prohibited except for the non-commercial harvest of berries and other edible plants. Motorized vehicles shall not be allowed on the Protected Property for 12 GRANTEE KODIAK ISLAND BOROUGH LONG ISLAND PARCEL A CONSERVATION EASEMENT 10-31-2016 subsistence activities. Nothing herein shall prevent the Borough from further restricting or making closures on the Protected Property to some or all subsistence uses, where such action by the Borough is reasonably necessary to protect public safety or to conserve healthy populations of fish, wildlife and plants and their habitats consistent with the purposes of this Conservation Easement. The subsistence rights reserved to Grantor herein do not include authorization for the taking of wild, renewable resources by L.eisnoi's shareholders for sport or commercial purposes or the conduct of commercial activities on the Protected Property by L.eisnoi's shareholders. e. To the extent a local preference is available under applicable law, Grantor reserves the right to enter into contracts with the Borough that may be authorized by the Grantee to carry out the habitat protection and restoration objectives of this Conservation Easement and for which a local preference is available, on terms to be negotiated between the Parties. Any such contracts must comply with all legally applicable procedures and requirements of the Borough for such contracts, including all procurement requirements. In the event a local preference is not available, upon Grantor's request, the Borough agrees to provide reasonable advance notice to Grantor of any opportunities for such contracts the Borough intends to make available for competitive bid or other form of solicitation and Grantor may participate in any such solicitation on an equal basis with other bidders. This provision applies only when the Borough elects to contract for such services and does not prevent Grantee from using its own employees to accomplish the work. f. The Grantor and the United States shall be entitled to enforce on a non-exclusive basis against the Borough, and any other person or entity, their successors or assigns, this Conservation Easement and in particular the terms setting forth Prohibited and Restricted Uses and Activities in Section III above. g. The Protected Property shall forever be deemed to be real property conveyed to Grantor pursuant to the provisions of ANCSA and, as such, the Parties intend that the Protected Property shall not be deemed to have been improved, developed, 13 GRANTEE KODIAK ISLAND BOROUGH LONG ISLAND PARCEL A CONSERVATION EASEMENT 10-31-2016 subdivided, or otherwise subject to any form of taxation imposed upon the Grantor so long as the Protected Property is managed in accordance with the terms of this Conservation Easement. A Party may bring or defend any legal action regarding any tax obligations in its discretion, but no Party is required to defend or indemnify another Party as a result of this Conservation Easement. V. GENERAL a. Neither the Grantor nor the Grantees may assign or otherwise transfer their respective rights or duties under this Conservation Easement, whether voluntarily or otherwise, except as permitted by this paragraph and the provisions of Section II.h. Any purported assignment or transfer in violation of this paragraph is void. Notwithstanding the prohibition on assignment or transfer, the Borough may assign or transfer all its rights and duties under this Conservation Easement to the State of Alaska, so long as the State agrees to accept the Conservation Easement according to its terms and all applicable laws and procedures. No other assignment or transfer of the Conservation Easement shall be allowed. b. Grantor shall not be responsible for the independent acts or omissions of its shareholders in violation of the terms of the Conservation Easement unless they are acting at Grantor's specific direction and under Grantor's control. However, Grantor shall remain responsible for the acts of persons (including shareholders) acting on its behalf at Grantor's specific direction and under Grantor's control. Grantees shall not have a right to hold Grantor liable or seek payment of any fines and/or penalties for the independent actions of its shareholders unless Grantor directs or authorizes the acts or omissions of such shareholders. After compliance with the requirements in Section IV.c of this Conservation Easement for transfer of an interest in carbon credit values, Grantor shall not be liable for the subsequent actions of a third party which, pursuant to Section IV.c, has received an interest in the rights to carbon credits held by Grantor in the lands subject to the Conservation Easement. 14 GRANTEE KODIAK ISLAND BOROUGH LONG ISLAND PARCEL A CONSERVATION EASEMENT 10-31-2016 c. No amendment or waiver of this Conservation Easement is effective which adversely impacts the habitat protection and restoration objectives of the Trustee Council or removes the restrictive covenants or prohibitions from the Protected Property. No other amendment or waiver of any provision of this Conservation Easement is valid or effective unless it is in writing and signed by all Parties to this Conservation Easement and legally recorded. d. In the event of a violation of this Conservation Easement, a Party has the right at any time independently to exercise any legal or equitable right or remedy to enforce this Conservation Easement that may be available to the Party under applicable law and which is authorized by this Conservation Easement. Such remedies include, but are not limited to: declaratory or injunctive relief, compensatory damages, restitution and/or attorney fees, which may be sought through a civil action in the courts. A violation of one or more provisions of this Conservation Easement shall not render this Conservation Easement or any portion of it unenforceable or invalid; nor may a Party unilaterally or by agreement with another Party terminate this Conservation Easement, which is intended to apply in perpetuity. e. The Grantor hereby covenants to and with the Grantees, their successors and assigns, that the Grantor is lawfully seized of the surface estate in the Protected Property which is subject to this Conservation Easement, has a good and lawful right and power to sell and convey rights to the same, that the same is free and clear of encumbrances, except as noted herein and that the Grantor will forever warrant and defend the Conservation Easement conveyed herein and the quiet possession thereof, against the claims and demands of all persons claiming through the Grantor. £ (1) The Parties intend that (A) neither of the Grantees will incur, suffer, or otherwise become burdened by any of the obligations or liabilities of an "owner" or "operator" as those words are defined, used, or interpreted under any environmental law, regulation, code, ordinance, order, other requirement or successor provision thereto, of any Federal, State, or local governmental authority relating to any is GRANTEE KODIAK ISLAND BOROUGH LONG ISLAND PARCEL A CONSERVATION EASEMENT 10-31-2016 hazardous, toxic, or otherwise harmful material, substance, or pollutant (collectively "Environmental Obligations"), solely by virtue of accepting this Conservation Easement, and (B) this Conservation Easement shall be construed so as not to cause either of the Grantees to incur, suffer, or otherwise become burdened by any Environmental Obligations solely by virtue of accepting this Conservation Easement, and (2) nothing herein (A) releases any Party or other person from such Environmental Obligations as it may have had prior to accepting this Conservation Easement, (B) releases any Party or other person from any Environmental Obligations as may arise hereafter by virtue of actions undertaken by or for it hereafter on or with respect to the Property, or (C) constitutes a promise by any Party to indemnify any other Party or other person for any Environmental Obligations (whenever arising). TO HAVE AND TO HOLD unto Grantees, their successors and assigns, forever. IN WrfNESS WHEREOF, Leisnoi, Inc., the Kodiak Island Borough and the United States of America have hereunto set their hands and seals effective the day first above written. (Signatures on following pages) 16 GRANTEE KODIAK ISLAND BOROUGH LONG ISLAND PARCEL A CONSERVATION EASEMENT 10-31-2016 LEISNOI, INC. Date: STATE OF ALASKA ) )ss. THIRD JUDICIAL DISTRICT ) 0 Jana Turvey Its: Chief Executive Officer THIS IS TO CERTIFY that on the day of 201_, before me, the undersigned, a Notary Public in and for the State of Alaska, duly commissioned and sworn, personally appeared JANA TURVEY, Chief Executive Officer of Leisnoi, Inc., to me known to be the person who represented herself to be, and who executed the above and foregoing LONG ISLAND PARCEL A CONSERVATION EASEMENT on behalf of Leisnoi, Inc., freely and voluntarily and by authority of its Board of Directors for the use and purposes therein described. IN WITNESS WHEREOF I have hereunto set my hand and affixed my official seal the day and year first above written. Notary Public in and for the State of Alaska My commission expires: 17 GRANTEE KODIAK ISLAND BOROUGH LONG ISLAND PARCEL A CONSERVATION EASEMENT 10-31-2016 KODIAK ISLAND BOROUGH ACCEPTANCE In Testimony Whereof, the Grantee Kodiak Island Borough hereby accepts the foregoing LONG ISLAND PARCEL A CONSERVATION EASEMENT conveying to the Borough and its assigns those interests in land described herein, through the signature of its authorized officer below pursuant to delegated authority, this _ day of Un [Name and Title] Kodiak Island Borough STATE OF ALASKA )ss. THIRD JUDICIAL DISTRICT THIS IS TO CERTIFY that on the 201 . day of 201_, before me, the undersigned, a Notary Public in and for the State of Alaska, duly commissioned and sworn, personally appeared , the , who is known to be the person who has been lawfully delegated the authority of the to execute the foregoing LONG ISLAND PARCEL A CONSERVATION EASEMENT document under such legal authority, freely and voluntarily, and with knowledge of its contents, and who acknowledged said document before me on behalf of Grantee Kodiak Island Borough for the uses and purposes therein described. IN WITNESS WHEREOF I have hereunto set my hand and affixed my official seal the day and year first above written. Notary Public in and for the State of Alaska My commission expires: 112 V GRANTEE KODIAK ISLAND BOROUGH LONG ISLAND PARCEL A CONSERVATION EASEMENT 10-31-2016 ACCEPTANCE BY UNITED STATES OF AMERICA Pursuant to 43 U.S.C. § 1715, the Grantee United States hereby accepts the foregoing LONG ISLAND PARCEL A CONSERVATION EASEMENT conveying to the United States of America and its assigns, those interests in lands described herein, pursuant to delegated authority, this this_ day of 201. THE UNITED STATES OF AMERICA By: Bud Cribley, Alaska State Director Bureau of Land Management United States Department of the Interior STATE OF ALASKA ) ) ss. THIRD JUDICIAL DISTRICT ) THIS IS TO CERTIFY that on the day of 201_, before me, the undersigned, a Notary Public in and for the State of Alaska, duly commissioned and swom, personally appeared BUD CRIBLEY, Alaska State Director, Bureau of Land Management, United States Department of the Interior, to me known to be the person who represented himself to be, and who executed the above and foregoing LONG ISLAND PARCEL A CONSERVATION EASEMENT on behalf of the United States of America freely and voluntarily under such legal authority for the uses and purposes therein described. IN WITNESS WHEREOF I have hereunto set my hand and affixed my official seal the day and year first above written. 19 Notary Public in and for the State of Alaska My commission expires: GRANTEE KODLIK ISLAND BOROUGH LONG ISLAND PARCEL A CONSERVATION EASEMENT 10-31-2016 After Recording Return to: Kodiak Island Borough [dept. or officer] 710 Mill Bay Road Kodiak, Alaska 99615-6398 With a Conformed Copy to: Bureau of Land Management Alaska State Office 222 West Seventh Avenue, #13 Anchorage, Alaska 99513-7504 STATE BUSINESS — NO CHARGE Location Index: [ADD LOCATIONINDEXJ a7i7 GRANTEE KODIAK ISLAND BOROUGH LONG ISLAND PARCEL A CONSERVATION EASEMENT 10-31-2016 EXHIBIT A Legal Description of Long Island Parcel A T.27 S., R.18 W., Seward Meridi Sec. 32, Lot 1. T.28 S., R.18 W., Seward Meridian Sec. 4, Lots 1 & 2; Sec. 5, Lot 2; Sec. 6, Lot 2; Sec. 7, Lot 1; Sec. 8, Lot 1; And a portion of Lot 1, Sections 5 and 6, having a northern boundary more particularly described as follows: Beginning at a reference monument, a brass tablet in concrete USC&GS "HEAD 1907, 1933" as shown on plat of survey for Township 28 South, Range 18 West of the Seward Meridian, Alaska by U.S. Bureau of Land Management and accepted January 9, 1980. Thence S 39°55'36" E 2,600.7 feet to a point on the mean high water of Vera Bay, this being the True Point of Beginning for the northerly boundary; Thence S 61'53100" W 135.7 feet to a Witness Comer to the Meander Corner, a stainless steel pipe monument with brass cap marked "Public Easement" and being located at NAD83 Lat: 57°46'58.642"N, Long: 152°14'50.978"W; Thence S 61°53'00" W 164.0 feet to a Witness Comer to the Meander Corner, a stainless steel pipe monument with brass cap marked "Pubic Easement"; Thence S 61053100" W 49.8 feet to a point on the mean high water of Cook Bay; as shown on a sketch attached hereto and made a part of this description. T.28 S., R.19 W., Seward Meridian Sec. 1, Lot 1; Sec. 11, Lot 2; Sec. 12, Lot 1; Sec. 13, Lot 1; Sec. 14, Lot 1. Located in the Kodiak Island Borough, Kodiak Recording District, Alaska. 21 GRANTEE KODIAK ISLAND BOROUGH LONG ISLAND PARCEL A CONSERVATION EASEMENT 10-31-2016 EXHIBIT A-1 Map or Long Island Parcel A LONG ISLAND - PARCEL A CONSERVATION EASEMENT MAP 57.48'o' N _ ee * I ' 1 Sec 37 Sec32 al � * A * * A, 1b Sawmill y + Point I A0 t ♦ � 57'47io"N T285, R19W, S.M. Tz85, RtBW, S.M. This mapv'+s prodoad using Ne bnt eodiak BwwgM1 (puxl; anikl;ADNR (amwn S mlabk aaa, bm.buW not be ua<d tan<hy tim.l.wll eda,d.i ;g+o j lP mPla<e arp4laM aur«rmapt PHADtd caaramae snrla% reel NPD,g!) 5 We Mne Alae6 / Rp5 yory eeel 22 , s Sec t * Se o OF * I lb% : ♦ *sec S gay S'14 9 •s� Ne\e� g I I Sec it Sec tz Igoi + Sec7 14C a Lansing I h Bluff a 0 (yam Ic 14 r•45'o"N + ` v. kc t3 Scc t8 C) Rc(ugel Rock 0 Conservation Easement Boundary Ecological Features other Features h i n i a k — Q lake or Ponds I — I section Lines B a 7 ® Wetlands Q Township Lines Uplands ••••• Trails N Marine Deepwater * Rocks A, T285, R19W, S.M. Tz85, RtBW, S.M. This mapv'+s prodoad using Ne bnt eodiak BwwgM1 (puxl; anikl;ADNR (amwn S mlabk aaa, bm.buW not be ua<d tan<hy tim.l.wll eda,d.i ;g+o j lP mPla<e arp4laM aur«rmapt PHADtd caaramae snrla% reel NPD,g!) 5 We Mne Alae6 / Rp5 yory eeel 22 GRANTEE KODIAK ISLAND BOROUGH LONG ISLAND PARCEL B CONSERVATION EASEMENT 10-31-2016 LEISNOI CONSERVATION EASEMENT LONG ISLAND PARCEL B THIS LONG ISLAND PARCEL B CONSERVATION EASEMENT ("Conservation Easement") is entered into as of this day of , 201_ by LEISNOI, INCORPORATED ("Leisnoi"), a Native Village Corporation organized pursuant to the Alaska Native Claims Settlement Act ("ANCSA"), 43 U.S.C. § 1601, et. seq., as amended (hereinafter with its successors and assigns), whose address of record is 341 W. Tudor Road, Suite 204, Anchorage, Alaska 99503 ("Grantor"), by the KODIAK ISLAND BOROUGH and its assigns ("Borough"), whose address is 710 Mill Bay Road, Kodiak, Alaska 99615-6398 and by the UNITED STATES OF AMERICA ("United States"), and its assigns, whose address is Bureau of Land Management, Alaska State Office, 222 West Seventh Avenue, # 13, Anchorage, Alaska 99513-7504, (the Borough and the United States are also referred to herein individually as "Grantee" and collectively as the "Grantees"), pursuant to the Agreement for the Sale and Purchase of Interests in Land on Long Island, Alaska (Leisnoi Long Island Parcels A and B), dated ("Purchase Agreement"). Collectively, Grantor and Grantees are referred to herein as "the Parties" to this Conservation Easement. WHEREAS, the real property which is the subject of this Conservation Easement ("Protected Property") is located on Long Island, an island approximately four miles east of and near the City of Kodiak, Alaska; and WHEREAS, pursuant to the provisions of ANCSA, the Grantor is the holder of title to the surface estate of the Protected Property, which is described more fully in Exhibits A and A-1 (legal description and map), attached hereto and incorporated herein by reference and is also referred to herein as the "Long Island Parcel B"; and WHEREAS, the Protected Property contains natural, scenic, wooded and non -wooded lands and waters, providing important habitat and protection for species of migratory birds, fish and wildlife, including many that were injured as a result of the Exxon Valdez oil spill ("EVOS") I GRANTEE KODIAK ISLAND BOROUGH LONG ISLAND PARCEL B CONSERVATION EASEMENT 10-31-2016 as described in the Final Restoration Plan adopted by the Exxon Valdez Oil Spill Trustee Council (the "Trustee Council"), on November 2, 1994 ("Conservation Values"); and WHEREAS, the Trustee Council has approved the use of joint settlement funds for acquisition by the Borough and the United States of a Conservation Easement on the Protected Property, to ensure that the restoration objectives of the Trustee Council, as described in the Purpose section of this Conservation Easement, are achieved, subject to certain retained rights to be held by the Grantor in recognition of Grantor's cultural and subsistence ties to the land; and WHEREAS, subject to the rights to be granted to the Grantees, Grantor reserves and retains all other rights and privileges as landowner, including certain rights that are specified herein; and WHEREAS, the laws of the State of Alaska (Alaska Statute 34.17) provide for the conveyance to a governmental body, empowered to hold an interest in real property under the laws of the United States, of a non -possessory interest in real property imposing limitations or affirmative obligations to retain or protect natural, scenic, or open space values of real property, ensure its availability for agricultural, forest, recreational, or open space use, protect natural resources, maintain or enhance air or water quality, or preserve the historical, architectural, archaeological, or cultural aspects of real property; and WHEREAS, pursuant to the terms of this Conservation Easement, Grantor intends to convey to the Grantees a protective Conservation Easement interest in the Protected Property as provided herein; and WHEREAS, the Grantees have agreed to preserve and protect the Protected Property in perpetuity in order to preserve, protect, restore, enhance, or rehabilitate natural resources injured by the Exxon Valdez oil spill on the Protected Property and the services (including subsistence, recreation, tourism and sport hunting and fishing), provided by those natural resources; and 2 GRANTEE KODIAK ISLAND BOROUGH LONG ISLAND PARCEL B CONSERVATION EASEMENT 10-31-2016 WHEREAS, pursuant to the terms of the Conservation Easement, the Grantor shall convey to the Grantees, and shall also retain for itself the independent, non-exclusive rights in perpetuity to enforce the terms of the Conservation Easement, including the preservation and protection of all natural resources and habitat values of the Protected Property, against the actions, claims or demands of Grantor, the Borough, the United States or any other person or entity in perpetuity; and NOW THEREFORE, pursuant to the laws applicable in the State of Alaska ("State"), in particular Alaska Statute 34.17, the ordinances of the Kodiak Island Borough, and in particular Chapter 18.10 of the Kodiak Island Borough Code, and the laws of the United States, in particular 43 U.S.C. § 1715, and for and in consideration of $4,870,000.00 (total for Long Island Parcels A and B), lawful money of the United States, receipt of which has been acknowledged, Grantor does hereby grant and convey to Grantees, and their successors and assigns, forever, with special warranties of title subject to conditions, restrictions and limitations of record, the Conservation Easement as set forth herein in perpetuity over the Protected Property of the nature and character and to the extent hereinafter set forth, as to the Protected Property described below, provided, however, nothing in such Title 18 or in any other provision of the Kodiak Island Borough Code shall authorize the Borough to take any action in conflict with the terms of this Conservation Easement. Such Protected Property shall be subject to valid existing rights, including reservations, easements, and exceptions in the U.S. Patent, or other state or federal conveyance, and in acts authorizing the issuance thereof, and easements, rights-of-way, covenants, conditions, reservations, and restrictions, if any, of record. The Conservation Easement described herein is being granted by the Grantor to the Grantees in order to preserve and protect the Protected Property as provided herein while allowing for limited use consistent with the purposes, restrictions and other terms in this Conservation Easement. Acceptance of and recording of this Conservation Easement by Grantees shall evidence Grantees' acceptance of and agreement to all of its terms and their understanding that the property rights of the Grantor and its successors and assigns in and to the Protected Property are conveyed, conditioned and restricted by this Conservation Easement as expressly provided for herein. The Grantor reserves to itself, its shareholders, and its successors M GRANTEE KODIAK ISLAND BOROUGH LONG ISLAND PARCEL B CONSERVATION EASEMENT 10-31-2016 and assigns, all rights not expressly conveyed herein. The rights reserved to Grantor include, but are not limited to, those rights enumerated in Section IV, Leisnoi's Retained Rights and Privileges as Landowner, in addition to all rights as fee owner, including the right to use the property for all purposes not prohibited by or inconsistent with this Conservation Easement. f!INEW", �013v The purpose of this Conservation Easement is to ensure that the Conservation Values of the Protected Property will be protected and maintained in perpetuity and to prevent any use or alteration of the Protected Property that will impair, degrade or interfere with its natural habitat protection and EVOS restoration goals and objectives. This includes management for the protection of its natural forested and non -forested areas, including riparian areas, wetlands and shorelines, and other ecological values, as well as the conservation and protection of migratory bird, fish and wildlife resources and their habitats on the Protected Property. Consistent with the specific provisions of this Conservation Easement, this Conservation Easement will confine the use of the Protected Property to activities that are consistent with the protection and preservation of the Protected Property in perpetuity. In furtherance of these conservation purposes, the Borough shall manage the Protected Property strictly in accordance with this Conservation Easement and may also manage the Protected Property pursuant to Borough ordinances, so long as such management is not in violation of this Conservation Easement (recognizing that structures and conditional uses will not be allowed under this Conservation Easement, except as specifically authorized pursuant to Grantor's retained rights in Section IV); provided, however, should the terms of the Borough's ordinances be less restrictive than this Conservation Easement, the Conservation Easement shall supersede the Borough's ordinances. Closures or additional restrictions or limitations on the public's use of the Protected Property may be instituted by the Borough or the United States for the protection of public safety or to ensure the purposes of this Conservation Easement are fulfilled. The Parties further shall ensure that the reservation and enjoyment of all legal and other rights not specifically granted to the Grantees by this Conservation Easement or listed as Prohibited or Restricted Uses or Activities below, shall be reserved to the Grantor as the H GRANTEE KODAK ISLAND BOROUGH LONG ISLAND PARCEL B CONSERVATION EASEMENT 10-31-2016 landowner of the Protected Property. H. RIGHTS CONVEYED TO GRANTEES To accomplish the purposes of this Conservation Easement, the following rights are conveyed to Grantees, together with the rights to enforce all the terms, including the restrictive provisions, set forth in this Conservation Easement; provided, however, that nothing in this Conservation Easement shall be construed to create an affirmative obligation of the Grantees to restore or enhance any particular natural resources, habitat or services on the Protected Property or to take any particular enforcement action: a. To enter upon the Protected Property at any time and without permission from the landowner, in order to achieve the purposes of and/or enforce the terms of this Conservation Easement, provided however, nothing herein shall constitute a grant of public access to the Protected Property, except as provided in Section II.f hereof. b. To enter upon the Protected Property at any time, and without permission of the landowner, to perform any activities in order to protect, restore or replace the natural resources, habitat or services injured or reduced by the Exxon Valdez Oil Spill. However, nothing herein shall be construed to create an affirmative obligation of the Grantees to restore or replace any particular natural resources or services on the Protected Property. c. To prevent any activity on or use of the Protected Property that is inconsistent with the purposes of this Conservation Easement and, in the event the Protected Property is damaged or degraded by any inconsistent activity or use, to require the restoration of such areas or features of the Protected Property at the sole cost and expense of those responsible for the damage. d. At the discretion of the Borough, and upon consultation with Grantor and the written concurrence of the United States Department of the Interior, Bureau of Land Management, the Borough may plan, arrange for, conduct or authorize: (1) surveys, 5 GRANTEE KODIAK ISLAND BOROUGH LONG ISLAND PARCEL B CONSERVATION EASEMENT 10-31-2016 mapping, marking of boundaries, taking videos and photographs, and preparing other documentation to facilitate administration of this Conservation Easement; (2) fish, wildlife, bird and habitat surveys and research by all customary means and techniques, which can include the use of aircraft, radio telemetry, and live captures and tagging or the establishment of limited, multi-year research vegetation plots. Any information obtained pursuant to the provisions of this Section (d) shall be made available by the Borough to Grantor upon its request as allowed by law. e. To monitor, assess and police permissible and impermissible uses of the Protected Property. The Borough may prohibit, regulate or restrict any uses not specifically retained and reserved by Grantor or for its guests as set forth in Section N of this Conservation Easement or that might be incompatible with the protection of the Protected Property in its natural condition or which may cause damage to the Protected Property. However, nothing herein shall be construed to preclude the Borough or the United States from taking any affirmative action to enforce any existing rule, policy or agreement with respect to the Protected Property. f. The Borough may provide for use of the Protected Property but only to the extent consistent with this Conservation Easement and in a manner and subject to any such closures, limitations or restrictions as are warranted for the protection of public safety or in order to assure the protection and preservation of the natural resources and habitats of the Protected Property in perpetuity. There shall be no public access to the Protected Property unless the Grantor elects to permit such access on terms acceptable to Grantor. In this regard, the Parties agree that this Conservation Easement shall provide the Grantees with property interests sufficient for them to apply and enforce on the Protected Property all laws, regulations and plans applicable to public lands in Alaska, provided, however, the exercise of such interests by Grantees shall not be in conflict with the rights retained by Grantor hereunder. g. The Grantees shall be entitled to enforce on a non-exclusive basis against each other, the Grantor, and any other person or entity, their successors or assigns, this 0 GRANTEE KODIAK ISLAND BOROUGH LONG ISLAND PARCEL B CONSERVATION EASEMENT 10-31-2016 Conservation Easement and in particular the terms setting forth Prohibited and Restricted Uses and Activities in Section III below. h. The Parties acknowledge that the interest of the Borough in the Protected Property and this Conservation Easement is subject to the right of the State of Alaska to assume the Borough's interest in the Protected Property upon the State's giving notice to the Borough of its election, in which event the Borough shall transfer to the State all of its interest under this Conservation Easement at no cost to the State. After such transfer the Borough shall no longer have an interest in the Protected Property or this Conservation Easement. The State and the Borough shall execute an acknowledgment of such transfer, the terms of which shall be approved by the United States and the Grantor, which transfer shall be recorded. M. PROHIBITED USES (a) RESTRICTED USES: Except to the extent the following uses and listed actions are specifically retained by Grantor pursuant to Section IV of this Conservation Easement, the following listed uses and activities are prohibited on the Protected Property except as determined by both the Borough and the Bureau of Land Management, U.S. Department of the Interior, or their respective successors in administrative function, to be necessary: (1) to further the accomplishment of the habitat protection and restoration objectives for which the Conservation Easement to the Protected Property was acquired using Trustee Council funds; (2) to the extent consistent with these protective and restoration Trustee Council objectives, to conduct research on the Protected Property in accordance with restrictions and prohibitions in this Conservation Easement and applicable laws pertaining to lands within the State (whether carried out by the Borough, an entity approved by the Borough, or its successors in administrative function); or (3) to convey information to the public to protect public safety or natural resources. Notwithstanding the foregoing, an excepted use or activity under this paragraph (a) is allowed only if it does not have any significant negative impact on the habitat protection and restoration objectives of the 7 GRANTEE KODAK ISLAND BOROUGH LONG ISLAND PARCEL B CONSERVATION EASEMENT 10-31-2016 Trustee Council, and in particular, if it does not have any of the negative impacts as described in Subsections (i) thru (vii) hereof: (i) filling, excavating or otherwise disturbing or changing the natural surface or topography of the Protected Property in any manner except as is reasonably necessary to provide for and maintain non -motorized, pedestrian trails for reasonable access for public use or for necessary emergency response (ii) removing, destroying, cutting or clearing trees, brush or other plants or planting trees or plants on the Protected Property, except as is reasonably necessary to provide for and maintain non -motorized, pedestrian trails on the Protected Property or for necessary emergency response purposes; (iii) using biocides or other chemicals except by the Borough, with the written concurrence of the U.S. Department of the Interior, Bureau of Land Management, as necessary to control or remove non-native fish, wildlife or plants; (iv) manipulating or altering natural water courses, shorelines, marshes or other water bodies or conducting or allowing activities or uses that are detrimental to water quality or purity on the Protected Property; (v) operation of all -terrain or other motorized vehicles, boats, aircraft or fuel caching, except to the extent reasonably necessary for maintaining and repairing pedestrian trails and for emergency response purposes and then only if its impact is minimal; (vi) discharge of firearms or other explosives, except that use of firearms for hunting in accordance with the terms of this Conservation Easement and applicable laws is permitted, while recreational and target shooting are GRANTEE KODIAK ISLAND BOROUGH LONG ISLAND PARCEL B CONSERVATION EASEMENT 10-31-2016 prohibited; and (vii) trapping of any nature, whether recreational, or for commercial or subsistence hunting purposes. Notwithstanding this prohibition, the Borough may employ trapping as reasonably necessary as a method to control or minimize wildlife damage to infrastructure (such as from flooding by beaver dams). (b) PROHIBITED ACTIVITIES: The following listed uses or activities by any person are prohibited on the Protected Property except if engaged in by Grantor or its authorized agents, to the extent specifically authorized in the retained rights reserved by the provisions of Section IV hereof. (i) constructing or placing permanent or temporary buildings, fixed or improved camp sites, subdivisions, accommodations or mobile homes, roads, parking lots, utility towers, fences, billboards, signs, or any other structures or improvements on the Protected Property, except for limited pedestrian trails and signage required for the management of public use on the Protected Property and unless such signs are in compliance with Section IV.b of this Conservation Easement; (ii) the introduction of fish, wildlife or plants which are not native to Kodiak Island, Alaska, agricultural uses, or wild fish or game farming, including, but not limited to, farm crops, aquaculture, hatcheries, the grazing of domestic animals or the introduction of reindeer or bison; and (iii) the placing, storing or dumping of garbage, trash, other unsightly or offensive items or material and/or hazardous materials or substances. Nothing herein shall be deemed to create in any third party beneficiary any rights or privileges under this Conservation Easement or the right to enforce any of its terms or covenants. Grantor agrees that this Conservation Easement and all its restrictive covenants shall run W GRANTEE KODIAK ISLAND BOROUGH LONG ISLAND PARCEL B CONSERVATION EASEIENT 10-31-2016 with the lands and shall be binding upon Grantor, its successors and assigns, and including, without limitation, upon the Grantees, except where such action by the Grantees is specifically authorized by this Conservation Easement. In the event title to all or a portion of the Protected Property is ever acquired by the Borough, the State or United States or a successor entity, the Parties intend that no merger of title shall take place. Notwithstanding a future vesting of title in the Borough, the State or United States or a successor entity, the restrictions in this Conservation Easement shall continue and remain as permanent restrictions on the use of the Protected Property forever. IV. LEISNOI'S RETAINED RIGHTS AND PRIVILEGES AS LANDOWNER a. Grantor reserves, retains and continues to have all the legal rights and privileges as landowner set out in this Section. Should Grantor's reserved rights in Section IV of this Conservation Easement conflict with the rights granted to Grantees under this Conservation Easement, the Grantor's reserved rights shall prevail. b. Grantor retains the rights to construct and operate on the Protected Property facilities ("Facilities") to promote the cultural education of Alaskan Natives primarily from the Kodiak Archipelago and their descendants, which may include without limitation the operation of a cultural center and retreat for youth and their families. All Facilities must be in conformance with any applicable federal, State and Kodiak Island Borough laws, codes and permitting requirements and, subject to such laws and requirements, may initially be comprised of a meeting hall and fifteen (15) family cabins. The majority of the construction may utilize logs harvested from the area to be cleared for the Facilities. The Facilities may include power, water and sanitation systems, as well as all-weather or hard surfaced paths and roads. As part of the initial construction, a boat landing may be built which could be connected to the Facility area by a hard surfaced road. Notwithstanding any other provision hereof, Leisnoi shall have the right to rent to third parties the Facilities it constructs, except that the facilities shall not be used as permanent residences. However, residence may be provided for a Facilities caretaker and/or staff during the time of employment with or 10 GRANTEE KODIAK ISLAND BOROUGH LONG ISLAND PARCEL B CONSERVATION EAsEmENT 10-31-2016 volunteering for the Grantor. Every five years, Grantor shall have the right to add five additional cabins to the Facilities area until the 251 anniversary of the execution of this Conservation Easement, when Grantor shall have the right to construct a lodge building with seventy-five rooms. All of the Grantor's Facilities, including family cabins, initial meeting hall and lodge building, should one be constructed, would have to be located upon a single, reasonably compact, tract of land not to exceed 50 acres in size, which shall be designated by Grantor on the Protected Property within the first year after the execution and recording of this Conservation Easement. The Facilities authorized under this paragraph shall not include any subdivisions or private residences. Outside of the 50 acre tract designated by Grantor, the prohibitions and restrictions set forth in Section III of this Conservation Easement shall continue to apply without limitation on the Protected Property notwithstanding this retained right. c. Grantor reserves and retains, to the extent it held the exclusive ownership of the Protected Property prior to the grant of this Conservation Easement, the rights to Alaska Native human remains, historic and prehistoric archaeological and cultural artifacts ("Artifacts") located on the Protected Property, including the right to remove the Artifacts from the lands subject to the Conservation Easement as provided herein, and nothing in this Conservation Easement diminishes the pre-existing ownership rights of Grantor in such Artifacts. In addition, with respect to such Artifacts, Grantor retains all rights that may be afforded as specified in the Native American Graves Protection and Repatriation Act, the Archaeological Resources Protection Act, the National Indian Forest Resources Management Act, the National Museum of the American Indian Act, the Indian Arts and Crafts Act, the Native American Language Acts, and related laws of the State of Alaska, including the Alaska Historic Preservation Act. The Parties agree to meaningfully consult with each other prior to any excavations or removal of any Artifacts, and Grantor shall comply with all laws and regulations governing the excavation or removal of any such Artifacts that would have been applicable to such Artifacts if this Conservation Easement had not been granted. 11 GRANTEE KODAK ISLAND BOROUGH LONG ISLAND PARCEL B CONSERVATION EASEMENT 10-31-2016 d. Grantor retains the right, consistent with signage standards established and applied by the Borough, to install a reasonable number of signs at the boundaries of the Protected Property informing visitors of Grantor's retained ownership and rights as set forth in this Conservation Easement. Grantor agrees to work cooperatively with the Borough on the type of signs that the Grantor may install on the Protected Property, including the sizes, use of natural materials, blending of signs with the local landscape, and wording, to ensure Grantor's signs are compatible with comparable Borough's signs. No advertising signs are to be placed on the Protected Property. The Borough may not install signs on the Protected Property without the prior consent of Grantor, which consent may be withheld in the sole judgment of Grantor. The Party installing a sign shall continue to be responsible for its maintenance, replacement or removal, as reasonably necessary. e. Grantor shall maintain the rights to any and all air emission offset or carbon credit values that may be derived from the Protected Property, including but not limited to offset or credit values derived from the carbon sequestration capacity of the timber on the Protected Property, and the right to transfer such credits to a third party on such terms as Grantor may elect, so long as the transfer is made subject to all the terms and conditions of this Conservation Easement in perpetuity. The reservation or exercise of these rights must be in accordance with this Conservation Easement and shall not create any burden or duty on the Borough or the United States at the time of the purchase of this Conservation Easement in the Protected Property or at any time in the future. Grantor shall have the right to enter the Protected Property as may be necessary to view, assess, survey or measure the air emission offset or carbon credit values, in a manner which is customary to accomplish the measurements, so long as no substantial ground disturbance or other damage to or alteration of, the Protected Property results. In the event Grantor sells, leases, exchanges or otherwise transfers ("transfers") any interest in such retained carbon credit values to a third person or entity ("transferee"), 12 GRANTEE KODIAK ISLAND BOROUGH LONG ISLAND PARCEL B CONSERVATION EASEMENT 10.31-2016 as a condition of such transfer, Grantor shall include a copy of this Conservation Easement in the transfer documents provided to the transferee and require as a term and condition of such transfer that the transferee shall take the interest in such carbon credit values subject to the terms of this Conservation Easement. Any subsequent transfer of an interest in such carbon credit values shall also comply with the requirements of this paragraph and shall be subject to the terms of this Conservation Easement. Grantor, or its successor transferees in the event of subsequent transfers of the carbon credits, shall provide written notice to Grantees within thirty days of any transfer of an interest in the carbon credit values, including the name, address and electronic contact information for the transferee in any such transaction. f. Grantor retains the right for its individual shareholders to engage in subsistence uses, on the Protected Property, without a fee being charged to the shareholders for the use of the land. Such subsistence uses shall be in accordance with applicable State law, for personal or family consumption, and only so long as such activities are otherwise consistent with the restrictions and prohibitions in this Conservation Easement and are in compliance with applicable laws and regulations governing hunting and fishing and subsistence uses on State lands. The use of live trees or plants for subsistence activities is prohibited except for the non-commercial harvest of berries and other edible plants. Motorized vehicles shall not be allowed on the Protected Property for subsistence activities. Nothing herein shall prevent the Borough from further restricting or making closures on the Protected Property to some or all subsistence uses, where such action by the Borough is reasonably necessary to protect public safety or to conserve healthy populations of fish, wildlife and plants and their habitats consistent with the purposes of this Conservation Easement. The subsistence rights reserved to Grantor herein do not include authorization for the taking of wild, renewable resources by L.eisnoi's shareholders for sport or commercial purposes or the conduct of commercial activities on the Protected Property by L.eisnoi's shareholders. 13 GRANTEE KODIAK ISLAND BOROUGH LONG ISLAND PARCEL B CONSERVATION EASEMENT 10-31-2016 g. To the extent a local preference is available under applicable laws, Grantor reserves the right to enter into contracts with the Borough that may be authorized by the Borough to carry out the habitat protection and restoration objectives of this Conservation Easement and for which a local preference is available, on terms to be negotiated between the Parties. Any such contracts must comply with all legally applicable procedures and requirements of the Borough for such contracts, including all procurement requirements. In the event a local preference is not available, upon Grantor's request, the Borough agrees to provide reasonable advance notice to Grantor of any opportunities for such contracts the Borough intends to make available for competitive bid or other form of solicitation and Grantor may participate in any such solicitation on an equal basis with other bidders. This provision applies only when the Borough elects to contract for such services and does not prevent Grantee from using its own employees to accomplish the work. h. The Grantor and the United States shall be entitled to enforce on a non-exclusive basis against the Borough, and any other person or entity, their successors or assigns, this Conservation Easement and in particular the terms setting forth Prohibited and Restricted Uses and Activities in Section III above. i. The Protected Property shall forever be deemed to be real property conveyed to Grantor pursuant to the provisions of ANCSA and, as such, except as to the exercise of the Grantor's retained rights in Section IV, the Parties intend that the Protected Property shall not be deemed to have been improved, developed, subdivided, or otherwise subject to any form of taxation imposed upon the Grantor so long as the Protected Property is managed in accordance with the terms of this Conservation Easement. A Party may bring or defend any legal action regarding any tax obligations in its discretion, but no Party is required to defend or indemnify another Party as a result of this Conservation Easement. V. GENERAL 14 GRANTEE KODLIK ISLAND BOROUGH LONG ISLAND PARCEL B CONSERVATION EASEMENT 10-31-2016 a. Neither the Grantor nor the Grantees may assign or otherwise transfer their respective rights or duties under this Conservation Easement, whether voluntarily or otherwise, except as permitted by this paragraph and the provisions of Section II.h. Any purported assignment or transfer in violation of this paragraph is void. Notwithstanding the prohibition on assignment or transfer, the Borough may assign or transfer all its rights and duties under this Conservation Easement to the State of Alaska, so long as the State agrees to accept the Conservation Easement according to its terms and all applicable laws and procedures. No other assignment or transfer of the Conservation Easement shall be allowed. b. Grantor shall not be responsible for the independent acts or omissions of its shareholders in violation of the terms of the Conservation Easement unless they are acting at Grantor's specific direction and under Grantor's control. However, Grantor shall remain responsible for the acts of persons (including shareholders) acting on its behalf at Grantor's specific direction and under Grantor's control. Grantees shall not have a right to hold Grantor liable or seek payment of any fines and/or penalties for the independent actions of its shareholders unless Grantor directs or authorizes the acts or omissions of such shareholders. After compliance with the requirements in Section Me of this Conservation Easement for transfer of an interest in carbon credit values, Grantor shall not be liable for the subsequent actions of a third party which, pursuant to Section Me, has received an interest in the rights to carbon credits held by Grantor in the lands subject to the Conservation Easement. c. No amendment or waiver of this Conservation Easement is effective which adversely impacts the habitat protection and restoration objectives of the Trustee Council or removes the restrictive covenants or prohibitions from the Protected Property. No other amendment or waiver of any provision of this Conservation Easement is valid or effective unless it is in writing and signed by all Parties to this Conservation Easement and legally recorded. d. In the event of a violation of this Conservation Easement, a Party has the right at any 15 GRANTEE KODIAK ISLAND BoROucn LONG ISLAND PARCEL B CONSERVATTON EASEMENT 10-31-2016 time independently to exercise any legal or equitable right or remedy to enforce this Conservation Easement that may be available to the Party under applicable law and which is authorized by this Conservation Easement. Such remedies include, but are not limited to: declaratory or injunctive relief, compensatory damages, restitution and/or attorney fees, which may be sought through a civil action in the courts. A violation of one or more provisions of this Conservation Easement shall not render this Conservation Easement or any portion of it unenforceable or invalid; nor may a Party unilaterally or by agreement with another Party terminate this Conservation Easement, which is intended to apply in perpetuity. e. The Grantor hereby covenants to and with the Grantees, their successors and assigns, that the Grantor is lawfully seized of the surface estate in the Protected Property which is subject to this Conservation Easement, has a good and lawful right and power to sell and convey rights to the same, that the same is free and clear of encumbrances, except as noted herein and that the Grantor will forever warrant and defend the Conservation Easement conveyed herein and the quiet possession thereof, against the claims and demands of all persons claiming through the Grantor. f. (1) The Parties intend that (A) neither of the Grantees will incur, suffer, or otherwise become burdened by any of the obligations or liabilities of an "owner" or `operator" as those words are defined, used, or interpreted under any environmental law, regulation, code, ordinance, order, other requirement or successor provision thereto, of any Federal, State, or local governmental authority relating to any hazardous, toxic, or otherwise harmful material, substance, or pollutant (collectively "Environmental Obligations"), solely by virtue of accepting this Conservation Easement, and (B) this Conservation Easement shall be construed so as not to cause either of the Grantees to incur, suffer, or otherwise become burdened by any Environmental Obligations solely by virtue of accepting this Conservation Easement, and (2) nothing herein (A) releases any Party or other person from such Environmental Obligations as it may have had prior to accepting this Conservation 16 GRANTEE KODIAK ISLAND BOROUGH LONG ISLAND PARCEL B CONSERVATION EASEMENT 10-31-2016 Easement, (B) releases any Party or other person from any Environmental Obligations as may arise hereafter by virtue of actions undertaken by or for it hereafter on or with respect to the Property, or (C) constitutes a promise by any Party to indemnify any other Party or other person for any Environmental Obligations (whenever arising). TO HAVE AND TO HOLD unto Grantees, their successors, and assigns, forever. IN WTPNESS WHEREOF, Leisnoi, Inc., the Kodiak Island Borough and the United States of America have hereunto set their hands and seals effective the day first above written. (Signatures on following pages) 17 GRANTEE KODIAK ISLAND BOROUGH LONG ISLAND PARCEL B CONSERVATION EASEMENT 1031-2016 LEISNOI. INC. Date: STATE OF ALASKA ) )ss. THIRD JUDICIAL DISTRICT ) By: Jana Turvey Its: Chief Executive Officer THIS IS TO CERTIFY that on the day of 201_, before me, the undersigned, a Notary Public in and for the State of Alaska, duly commissioned and sworn, personally appeared JANA TURVEY, Chief Executive Officer of Leisnoi, Inc., to me known to be the person who represented herself to be, and who executed the above and foregoing LONG ISLAND PARCEL B CONSERVATION EASEMENT on behalf of Leisnoi, Inc., freely and voluntarily and by authority of its Board of Directors for the use and purposes therein described. IN WITNESS WHEREOF I have hereunto set my hand and affixed my official seal the day and year first above written. Notary Public in and for the State of Alaska My commission expires: 18 GRANTEE KODIAK ISLAND BOROUGH LONG ISLAND PARCEL B CONSERVATION EASEMENT 10-31-2016 KODIAK ISLAND BOROUGH ACCEPTANCE In Testimony Whereof, the Grantee Kodiak Island Borough hereby accepts the foregoing LONG ISLAND PARCEL B CONSERVATION EASEMENT conveying to the Kodiak Island Borough and its assigns those interests in land described herein, through the signature of its authorized officer below, pursuant to delegated authority, this _ day of Un STATE OF ALASKA THIRD JUDICIAL DISTRICT THIS IS TO CERTIFY that on the [Name and Title] Kodiak Island Borough )ss. 201 day of 201_, before me, the undersigned, a Notary Public in and for the State of Alaska, duly commissioned and sworn, personally appeared , to me known to be the person he represented himself to be and who is known to be the person who has been lawfully delegated the authority of the Kodiak Island Borough to execute the foregoing LONG ISLAND PARCEL B CONSERVATION EASEMENT document under such legal authority, freely and voluntarily, and with knowledge of its contents, and who acknowledged said document before me on behalf of Grantee Kodiak Island Borough for the uses and purposes described therein. IN WITNESS WHEREOF I have hereunto set my hand and affixed my official seal the day and year first above written. Notary Public in and for the State of Alaska My commission expires: 19 GRANTEE KODIAK ISLAND BOROUGH LONG ISLAND PARCEL B CONSERVATION EASEMENT 10-31-2016 ACCEPTANCE BY UNITED STATES OF AMERICA Pursuant to 43 U.S.C. § 1715, the Grantee United States hereby accepts the foregoing LONG ISLAND PARCEL B CONSERVATION EASEMENT conveying to the United States of America and its assigns, those interests in lands described herein, pursuant to delegated authority, this this _ day of 201_ THE UNITED STATES OF AMERICA By: Bud Cribley, Alaska State Director Bureau of Land Management United States Department of the Interior STATE OF ALASKA ) ss. THIRD JUDICIAL DISTRICT ) THIS IS TO CERTIFY that on the day of 201, before me, the undersigned, a Notary Public in and for the State of Alaska, duly commissioned and sworn, personally appeared BUD CRIBLEY, Alaska State Director, Bureau of Land Management, United States Department of the Interior, to me known to be the person who represented himself to be, and who executed the above and foregoing LONG ISLAND PARCEL B CONSERVATION EASEMENT on behalf of the United States of America freely and voluntarily under such legal authority for the uses and purposes therein described. IN WITNESS WHEREOF I have hereunto set my hand and affixed my official sea] the day and year first above written. 20 Notary Public in and for the State of Alaska My commission expires: GRANTEE KODIAK ISLAND BOROUGH LONG ISLAND PARCEL B CONSERVATION EASEMENT 10-31-2016 After Recording Return to: Kodiak Island Borough [Dept. or Officer] 710 Mill Bay Road Kodiak, Alaska 99615-6398 With a Conformed Copy to: Bureau of Land Management Alaska State Office 222 West Seventh Avenue, #13 Anchorage, Alaska 99513-7504 STATE BUSINESS — NO CHARGE Location Index: [ADD LOCATION INDEX] 21 GRANTEE KODIAK ISLAND BOROUGH LONG ISLAND PARCEL B CONSERVATION EASEMENT 10-31-2016 EXHIBIT A Legal description of Long Island Parcel B T.27 S., R.18 W., Seward Meridian Sec. 31, Lot 1. T.28 S., R.18 W., Seward Meridian A portion of Lot 1, Sections 5 and 6, having a southern boundary more particularly described as follows: Beginning at a reference monument, a brass tablet in concrete USC&GS "HEAD 1907, 1933" as shown on plat of survey for Township 28 South, Range 18 West of the Seward Meridian, Alaska by U.S. Bureau of land Management and accepted January 9, 1980. Thence S 39°55'36" E 2,600.7 feet to a point on the mean high water of Vera Bay, this being the True Point of Beginning for the southerly boundary; Thence S 61053'00" W 135.7 feet to a Witness Comer to the Meander Comer, a stainless steel pipe monument with brass cap marked "Public Easement" and being located at NAD83 Lat: 57°46'58.642"N, Long: 152°14'50.978"W; Thence S 61°53'00" W 164.0 feet to a Witness Corner to the Meander Comer, a stainless steel pipe monument with brass cap marked "Pubic Easement'; Thence S 61°53'00" W 49.8 feet to a point on the mean high water of Cook Bay; as shown on a sketch attached hereto and made a part of this description, and located in the Kodiak Island Borough, Kodiak Recording District, Alaska. 22 GRANTEE KODIAK ISLAND BOROUGH LONG ISLAND PARCEL. B CONSERVATION EASEMENT 10-31-2016 EXHIBIT A-1 Map of Long Island Parcel B LONG ISLAND - PARCEL B CONSERVATION EASEMENT MAP 23 I i Sec37 Sec 32 * y 0 �q * sawrain v * Point I 0 t * * 57.47'o'N *y y ® y * * * , y * kct ee * ecb%IN a o *S`C5 * Sac4 * * 14.�� * Bal -F * I I Sec„ Dolgo * S"7 Seca a C Lansing I h * Rhdf \ a ** k o Secy e' 57'45'o N Is * Sec t8 ufi,ge I Rod QConservation Easement Boundary _ y Ecological Features Other Features C h i n i a k 0 Lake or Ponds , l Section Unes B a 7 ® Wetlands Q Township Lines Uplands ..... Trails N Marine Deepwater * Rocks A 7x85, R,9W, S.M. h85, RtaW, S.M. DataSar gM1 tparals,ands); ADNa (sation6 Thismap do k,0u suing rhe herr waJaLkdata, oaths used +onsM1ip lims):nwl l+nd+ndsl s—ship fiv ,1sl,wdE ;)m Span in pha of Gla and vurny m+pv. Rajeaed C,S.M. Feet M., rUD rga) Srau q+m Ahsb a n3)oot ien 23 KODIAK ISLAND BOROUGH SPECIAL MEETING AND WORK SESSION Special Meeting and Work Session of: Please PRINT your name Please PRINT your name