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HomeMy WebLinkAboutLicense Agreement with Settlers Irrigation District for N. Black Cat Trunk Memo To: Will Berg; Tara Green From: Clint Doisby, Assistant City Engineer CC: Len Grady, City Engineer _ .,,... h~'.~ ~. ~~~ jrj"~Y ~~' ~` ~.l., Date: 11 /15/2007 Re: Proposed Agenda Item for November 20, 2007 City Council Meeting The Public Works Department respectfully requests the following items be placed on the November 20 City Council agenda, under Consent Agenda, for Council's consideration: License Agreement for the North Black Cat Trunk Sewer. A request for license agreement with the Settlers Irrigation District for the two locations where the sewer will be crossing a Settlers Irrigation District facility has been received by the Public Works Department. Recommended Council Action; The Public Works Department recommends that City Council approves the License Agreement for the two locations where the waterline will be crossing a Settlers Irrigation District facility and authorize the Mayor to sign it. WWTP UV Third Bank Installation. Custom Electric, Inc has submitted a quote for the installation of the UV equipment that was procured by the City. They propose to complete the work for $7,521. This project consists of the installation of the third bank of the UV disinfection system with a control panel and rerouting the cables so that adjacent units are controlled together. Recommended Council Action: The Public Works Department recommends that City Council approves the contract for the WWTP UV Third Bank Installation with Custom Electric, Inc for $7,521 and authorize the Mayor to sign it. Task Order 3.0 - Stormwater Management Third Party Inspections. Brown and Caldwell has submitted a task order, scope of work, and budget for the engineering services. They propose to complete the work for $30,000. This is an extension of the miscellaneous • Page 1 wastewater services agreement approved by City Council on the 12~' of December, 2006 for the Engineering Services for Miscellaneous Wastewater Projects. This project provides engineering services to perform third party storm water management inspections as requested on construction projects that exceed one acre of disturbed soil. Recommended Council Action: The Public Works Department recommends that City Council approves the contract for Task Order 3.0 Stormwater Management Third Party Inspections with Brown and Caldwell for $30,000 and authorize the Mayor to sign it. Thank you for your consideration. Please contact me if you have any questions regarding any of these items. • Page 2 RECORDING REQUESTED BYAND WHEN RECORDED RETURN TO: Moffatt, Thomas, Barrett, Rock & Fields, Chartered 101 S. Capitol Boulevard, 10th Floor Post Office Box 829 Boise, Idaho 83701-0829 (Space Above For Recorder's Use) LICENSE AGREEMENT FOR BLACK CAT SEWER TRUNK LINE This License Agreement for Black Cat Sewer Trunk Line (the "Agreement") is entered into and made effective this day of 2007, by and among SETTLERS IRRIGATION DISTRICT, an irrigation district organized and existing under and by virtue of the laws of the State of Idaho, whose address is Post Office Box 7571, Boise, Idaho 83707; CITY OF MERIDIAN, a municipal corporation organized and existing under and by virtue of the laws of the State of Idaho, whose address is 33 East Idaho Avenue, Meridian, Idaho 83642; BRIGHTON CORPORATION, an Idaho corporation, whose address is 12601 West Explorer Drive, Boise, Idaho 83713; PRIMELAND DEVELOPMENT COMPANY, LLP, an Idaho limited liability partnership, whose address is 3120 West Belltower Drive, Meridian, Idaho 83646; and TREEHAVEN, LLC, an Idaho limited liability company, whose address is 4042 West Chinden Boulevard, Meridian, Idaho 83646. DEFINITIONS In addition to the other capitalized terms defined herein, this Agreement contains certain words which shall have the following meanings: (a) "City" refers to the CITY OF MERIDIAN. (b) "Brighton" refers to the BRIGHTON CORPORATION. LICENSE AGREEMENT FOR BLACK CAT SEWER TRUNK LINE - I 22155.45 BOI_MT2:668460.1 (c) "Developer" collectively refers to BRIGHTON CORPORATION, PRIMELAND DEVELOPMENT COMPANY, LLP, and TREEHAVEN, LLC. (d) "Primeland" refers to the PRIMELAND DEVELOPMENT COMPANY, LLP. (e) "Treehaven" refers to the TREEHAVEN, LLC. (f) "Settlers" refers to SETTLERS IRRIGATION DISTRICT, an irrigation district organized and existing under and by virtue of the laws of the State of Idaho. (g) "Black Cat Sewer Trunk Line" and "Property" refers to the real property depicted in Exhibit A-Vicinity Map, attached hereto and made a part hereof. (h) "Specifications" means Settlers' standard engineering drawings on file with Settlers, and the statements describing the materials, dimensions, and workmanship for the construction to which reference is made in the plans, maps, drawings, and notes listed in Exhibit B, attached hereto and made a part hereof. (i) "Utility" or "Utilities" means those services provided to the development by private or public entities, including, but not limited to, telephone, cable, electric, water, sewer, and gas, etc. WITNESSETH: WHEREAS, Settlers owns and maintains a system of canals, laterals and drains, including the Settlers Canal, also known as the Lemp Canal (hereinafter the "Settlers Canal"), and the McMullen Lateral, for purposes of delivering and removing irrigation water to and from its landowners, together with easements to convey water in such canals, laterals, drains; easements for ingress and egress; and easements for the operation, inspection, maintenance, and repair of the canals, laterals, and drains; WHEREAS, City, in collaboration with Brighton, Primeland, and Treehaven, is constructing a sanitary sewer system between Moonlake Road and Chinden Boulevard along Black Cat Road, located within Sections 27, 28, 33 and 34 in Township 4 North, Range 1 West, LICENSE AGREEMENT FOR BLACK CAT SEWER TRUNK LINE - 2 22155.45 BOI_MT2:668460.1 and Sections 3 and 4 in Township 3 North, Range 1 West, Boise Meridian, City of Boise, Ada County, Idaho, as depicted on Exhibit A; WHEREAS, City and Developer desire to obtain a license from Settlers in order to construct, own, operate, and maintain atwenty-four inch (24") sewer line which will cross the Settlers Canal along Black Cat Road and south of McMillan Road, as depicted in the plans, maps, drawings and notes listed in Exhibit B; WHEREAS, City and Developer further desire to obtain a license from Settlers in order to construct, own, operate, and maintain a twenty inch (20") sewer line which will cross the McMullen Lateral along Black Cat Road and south of Larry Lane, as depicted in the plans, maps, drawings and notes listed in Exhibit B; WHEREAS, Settlers desires to grant the licenses to City and Developer for the purposes of constructing, owning, operating, and maintaining the sewer line crossings along Black Cat Road; NOW, THEREFORE, in consideration of the mutual benefits to be received by Settlers, City and Developer, and other good and valuable consideration, which consideration is hereby acknowledged by the parties, and the promises, covenants, agreements, and conditions hereinafter set forth, the parties agree with one another as follows: AGREEMENTS: 1. Grant of Licenses. Settlers hereby grants to City and Developer the following licenses: (a) A license for the purposes of constructing, owning, operating, and maintaining atwenty-four inch (24") sewer line which will cross the Settlers Canal along Black LICENSE AGREEMENT FOR BLACK CAT SEWER TRUNK LINE - 3 22155.45 BOI_MT2:668460.1 Cat Road and south of McMillan Road, in accordance with the terms and conditions hereof and as depicted in the plans, maps, drawings and notes listed in Exhibit B. (b) A license for the purposes of constructing, owning, operating, and maintaining a twenty inch (20") sewer line which will cross the McMullen Lateral along Black Cat Road and south of Larry Lane, in accordance with the terms and conditions hereof and as depicted in the plans, maps, drawings and notes listed in Exhibit B. These licenses are collectively referred to hereinafter as the "Licenses." 2. Restrictions on Licenses. Unless otherwise set forth in this Agreement, the Licenses are subject to the restriction that no construction may begin on the Settlers Canal or the McMullen Lateral until November 1, 2007, and all construction involving said facilities must be completed prior to March 15, 2008. City and Developer expressly acknowledge and agree that this Agreement does not grant City and Developer the right to install any property, utilities, equipment, improvements, or other facilities, except as may be described in this Agreement, or the right to impair any rights of Settlers or others in the use of the Settlers Canal and the McMullen Lateral. This grant of the Licenses is expressly conditioned upon the prior receipt by City and Developer of any and all necessary approvals from governmental entities and private parties for its activities to be performed under the terms of this Agreement, and is further expressly conditioned upon Settlers' prior written approval of all drawings and plans concerning the activities to be conducted by City and Developer under this Agreement. 3. Term of Grant of Licenses. The term of the Licenses shall commence upon the effective date of this Agreement and shall continue for so long as City and Developer are in compliance with the terms of this Agreement. Settlers may revoke the Licenses granted hereunder should City and/or Developer at any time fail to comply with the terms and conditions LICENSE AGREEMENT FOR BLACK CAT SEWER TRUNK LINE - 4 22155.45 BOI MT2:668460.1 of this Agreement; provided, however, that Settlers delivers to City and Developer written notice of such failure and City and/or Developer fail to cure the lack of compliance within fifteen (15) days of delivery of such written notice. 4. Installation and Inspection. City and Developer, following execution by the parties and recording of this Agreement, and subject to the time limitations set forth herein, may commence the construction contemplated under this Agreement and as described in the plans, maps, drawings, and notes referenced in Exhibit B. City and Developer shall notify Settlers forty-eight (48) hours prior to commencement of any construction impacting its facilities, including the Settlers Canal and the McMullen Lateral. City and Developer, or their agents or contractors, shall perform all work contemplated by the terms of this Agreement in a workmanlike manner. City and Developer agree to assume all responsibility, including general liability and costs for the construction. Unless otherwise set forth in this Agreement, any construction or other activities by City and Developer which may impede or impair the flow of water through the Settlers Canal and the McMullen Lateral may only be performed during the non-irrigation season, which is usually between November 1 and March 15. City and Developer expressly acknowledges that, notwithstanding City's and Developer's assumption of certain responsibilities and receipt of certain rights under this Agreement, Settlers does not relinquish its ownership rights in any portion of its facilities, including the Settlers Canal and the McMullen Lateral. 5. Warranties. The plans, maps, drawings, and notes listed in Exhibit B must be approved in writing by Settlers prior to commencement of any construction which will impact Settlers' facilities, including the Settlers Canal and the McMullen Lateral. City and Developer hereby represent and warrant that the construction contemplated hereunder will be free of defects LICENSE AGREEMENT FOR BLACK CAT SEWER TRUNK LINE - 5 22155.45 BOI_MT2:668460.1 in material and workmanship. City and Developer agree to replace any portions of the improvements impacting the Settlers Canal and the McMullen Lateral which fail due to defects in material, workmanship, or improper installation, for a period of two (2) years from the date of final inspection of the construction by Settlers. 6. Reco>nition of Existing Easement for the Settlers Canal. Developer and City hereby recognize an existing prescriptive easement for the Settlers Canal comprising a total width of fifty feet (50'), including the canal channel (the "Settlers Canal Existing Easement"). Such Settlers Canal Existing Easement exists for the purposes of conveying water in the Settlers Canal and for ingress and egress in order to operate, repair, and maintain the Settlers Canal. 7. Recognition of Existing Easement for the McMullen Lateral. Developer and City hereby recognize an existing prescriptive easement for the McMullen Lateral comprising a total width of thirty feet (30'), including the lateral channel (the "McMullen Lateral Existing Easement" and, together with the Settlers Canal Existing Easement, the "Existing Easements"). Such McMullen Lateral Existing Easement exists for the purposes of conveying water in the McMullen Lateral and for ingress and egress in order to operate, repair, and maintain the McMullen Lateral. No Landscaping, and Other Improvements. Developer and City acknowledge that Settlers will not authorize City or Developer to construct or install, or authorize others to construct or install, any improvements, such as fences, structures, statues, boulders, rocks, concrete, asphalt, pathways or monuments, or any landscaping, such as trees or shrubs, within the area of the Existing Easements. It is expressly agreed that Settlers shall not be responsible for any damage to any landscaping or improvements constructed or installed by City LICENSE AGREEMENT FOR BLACK CAT SEWER TRUNK LINE - 6 22155.45 BOI_MT2:668460.1 or Developer or their agents or contractors resulting from Settlers' operation, maintenance, repair and/or replacement of either the Settlers Canal or the McMullen Lateral. 9. Utility Crossings. Unless City and Developer have previously disclosed utility locations by providing plans fully depicting the utility locations through a utility plan or a joint trench utility plan, City and Developer shall not allow any Utilities or any private party to cross any portion of the Settlers Canal or the McMullen Lateral, or otherwise use or encroach upon Settlers' irrigation easements, without the express written consent of Settlers. Said written consent may take the form of an addendum to this existing Agreement or, Settlers, in its discretion, may require that separate license agreements be executed between Settlers and the Utility or private party seeking to cross the Settlers Canal or the McMullen Lateral. Where other Utilities or private parties will be crossing Settlers facilities and/or systems, those Utilities or private parties are required signatories of this Agreement, in addition to the City and Developer, unless this requirement is waived in writing by Settlers. In the event that City and Developer have not provided utility plans and assert that no Utility or private party will be crossing a Settlers facility and/or system, City and Developer shall present to Settlers proof of this fact in one of the following forms: (a) title report confirming that no other easements have been granted and recorded as of the date of recording of this Agreement, or (b) signed writings from the individual Utilities serving the project stating that they will not be crossing a Settlers facility and/or system. Absolutely no construction may proceed until said City, Developer or Utilities have met these siting/crossing requirements to the satisfaction of Settlers. 10. Operation, Maintenance, and Repair of Crossing Improvements of the Settlers Canal and the McMullen Lateral. It is recognized by Settlers that maintenance, repair LICENSE AGREEMENT FOR BLACK CAT SEWER TRUNK LINE - 7 22155.45 BOI MT2:668460.1 and/or replacement of the crossing improvements constructed by City, Developer or Utilities and which cross a Settlers facility, under the terms and conditions of this agreement and as identified in the plans, maps, drawings, or notes listed in Exhibit B, may be necessary subsequent to the execution and recording of this Agreement. In the event that City, Developer or Utilities desire to perform any maintenance, repair and/or replacement of such crossing improvements, they acknowledge and agree that the prior written consent of Settlers is required prior to commencement of any such maintenance, repair and/or replacement of the crossing improvements within the area of the Existing Easements. 11. Prohibition of Stormwater Discharge Outlets into Facilities. Notwithstanding anything to the contrary contained in this Agreement or the plans, maps, drawings, and notes listed in Exhibit B, it is hereby acknowledged and agreed by the parties hereto that Settlers does not approve, authorize, permit, allow, or accept any stormwater discharge into any facility owned, operated, and/or maintained by Settlers, whether it be a pipe, conduit, culvert, canal, lateral, drain or other ditch. Also, Developer and City agree to not construct, or allow the construction of, any facilities capable of conveying stormwater discharges into any facility owned, operated, and/or maintained by Settlers. 12. Express Waiver. In the event that any Utilities or private parties do cross Settlers facilities and/or systems, or share in the use of Settlers' facility/system perpetual easements, said Utilities or private parties waive any and all claims against Settlers, now and in the future, concerning or arising from Settlers' water distribution, operation, and maintenance activities involving Settlers' facilities and/or systems. 13. Indemni .City, Developer, and any Utility or private party that crosses a Settlers facility and/or system or uses Settlers' easements, agree to protect, defend, indemnify, LICENSE AGREEMENT FOR BLACK CAT SEWER TRUNK LINE - 8 22155.45 BOI_MT2:668460.1 and hold Settlers and its officers, directors, employees, members, and agents harmless from and against any and all liability, suits, losses, damages, claims, actions, costs, and expenses of any nature, including court costs and attorney fees, arising from or out of any acts or omissions of City, Developer, Utility, or private party, their agents, or contractors related to or in connection with (a) their crossing of Settlers' facilities and/or systems; (b) use of the easements of Settlers; (c) any activity under this Agreement; and (d) the exercise of any privileges or performance of any obligations by City, Developer, Utility, or private party hereunder. Furthermore, City, Developer, and any Utility or private party, agrees to protect, indemnify, and hold Settlers and its officers, directors, employees, members, and agents harmless from and against any and all liability, suits, losses, damages, claims, actions, costs, and expenses of any nature, including court costs and attorney fees, arising from or out of water quality violations, flooding, or any interruption or interference with the flow of water in the Settlers Canal and the McMullen Lateral caused by any act or omission of City, Developer, and any Utility, private party, or their agents. 14. No Liens. City and Developer shall allow no liens as a result of any labor performed or materials supplied in connection with the activities of City, Developer, its agents, or contractors, to attach to the Settlers Canal, the McMullen Lateral, or to any adjacent lands held by Settlers. 15. Permits. City and Developer represent that they have obtained all permits, licenses, and acknowledgments required to conduct the activities to be performed under the terms of the Agreement. Additionally, City and Developer shall deliver to counsel for Settlers a copy of a Clean Water Act Section 404 Permit or non-jurisdictional determination (waiver) from the United States Army Corps of Engineers prior to commencement of construction impacting LICENSE AGREEMENT FOR BLACK CAT SEWER TRUNK LINE - 9 22155.45 BOI_MT2:668460.1 Settlers' facilities, including the Settlers Canal and the McMullen Lateral. The parties hereby recognize and agree that this Agreement will not be executed by Settlers and recorded until counsel for Settlers is in receipt of the appropriate Section 404 Permit or non-jurisdictional determination. 16. Limitations on Liability/Attorney Fees. The parties hereto agree that nothing herein contained shall be construed to create a joint venture, partnership, or other similar relationship which might subject any party to liability for the debts and/or obligations of the others, except as otherwise expressly agreed in this Agreement. In the event of any suit or proceeding by any party herein against any other party arising out of this Agreement or in connection with the activities of City and Developer, or their agents or contractors, under this Agreement, the nonprevailing party in such suit or proceeding shall pay to the prevailing party such sum or sums as the court shall adjudge reasonable for litigation fees and costs, including paralegal fees and any such fees and costs on appeal. 17. Further Consideration. City recognizes that the improvements impacting Settlers facilities and the Licenses herein granted are for its benefit, and not for the benefit of Settlers, and, for that reason, agrees to promptly pay all engineering costs and legal expenses relating to the negotiation, preparation, and execution of this Agreement. It is expressly agreed that Settlers shall not be responsible for the payment of said costs or fees. 18. Entire Agreement. This Agreement contains the entire agreement between the parties hereto with respect to the subject matter of this Agreement. Amendments to this Agreement shall be made only by written instrument executed by each of the parties hereto. 19. Binding Effect. The promises, covenants, conditions, and agreements herein contained shall be binding on each of the parties hereto and on all parties and all persons LICENSE AGREEMENT FOR BLACK CAT SEWER TRUNK LINE -10 22155.45 BOI_MT2:668460.1 claiming under them or any of them; and the rights and obligations hereof shall inure to the benefit of each of the parties hereto and their respective successors and assigns. 20. Severability. If any part of this Agreement is held to be illegal or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall be given effect to the fullest extent reasonably possible. 21. No Waiver. The failure of a party to insist on the strict performance of any provision of this Agreement or to exercise any right or remedy upon a breach hereof shall not constitute a waiver of any provision of this Agreement or limit such party's right to enforce any provision or exercise any right. 22. Interpretation. The validity, meaning, and effect of this Agreement shall be determined in accordance with the laws of the State of Idaho. 23. Representations and Warranties. (a) Settlers. Settlers represents and warrants that: (i) it is an irrigation district organized and existing under and by virtue of the laws of the State of Idaho; (ii) it has the capacity to enter into and perform its obligations under this Agreement; (iii) all organizational and other actions required to authorize Settlers to enter into and perform this Agreement have been properly taken; and (iv) this Agreement has been properly executed and delivered by Settlers and is valid and binding upon Settlers in accordance with its terms. (b) Cam. City represents and warrants that: (i) it is a municipal corporation organized and existing under and by virtue of the laws of the State of Idaho; (ii) it has the capacity to enter into and perform its obligations under this Agreement; (iii) all actions required to authorize City to enter into and perform this Agreement have been properly taken; (iv) this Agreement has been properly executed and delivered by City and is valid and binding upon City LICENSE AGREEMENT FOR BLACK CAT SEWER TRUNK LINE -11 22155.45 BOI_MT2:668460.1 in accordance with its terms; and (v) it has obtained all permits, licenses, and acknowledgments required to conduct the activities to be performed under the terms of the Agreement. (c) Brighton. Brighton represents and warrants that: (i) it is a corporation duly incorporated and in good standing in the State of Idaho; (ii) it has the capacity to enter into and perform its obligations under this Agreement; (iii) all actions required to authorize Brighton to enter into and perform this Agreement have been properly taken; (iv) this Agreement has been properly executed and delivered by Brighton and is valid and binding upon Brighton in accordance with its terms; and (v) it has obtained all permits, licenses, and acknowledgments required to conduct the activities to be performed under the terms of the Agreement. (d) Primeland. Primeland represents and warrants that: (i) it is a limited liability partnership duly organized and in good standing in the State of Idaho; (ii) it has the capacity to enter into and perform its obligations under this Agreement; (iii) all actions required to authorize Primeland to enter into and perform this Agreement have been properly taken; (iv) this Agreement has been properly executed and delivered by Primeland and is valid and binding upon Primeland in accordance with its terms; and (v) it has obtained all permits, licenses, and acknowledgments required to conduct the activities to be performed under the terms of the Agreement. (e) Treehaven. Treehaven represents and warrants that: (i) it is a limited liability company duly organized and in good standing in the State of Idaho; (ii) it has the capacity to enter into and perform its obligations under this Agreement; (iii) all actions required to authorize Treehaven to enter into and perform this Agreement have been properly taken; (iv) this Agreement has been properly executed and delivered by Treehaven and is valid and binding upon Treehaven in accordance with its terms; and (v) it has obtained all permits, LICENSE AGREEMENT FOR BLACK CAT SEWER TRUNK LINE -12 22155.45 BOI_MT2:668460.1 licenses, and acknowledgments required to conduct the activities to be performed under the terms of the Agreement. 24. City's Authorization of Signature. City hereby warrants that the person signing this Agreement has been authorized to do so by City. 25. Brighton's Authorization of Si nature. Brighton hereby warrants that the person signing this Agreement has been authorized to do so by Brighton. 26. Primeland's Authorization of Si ng afore. Primeland hereby warrants that the person signing this Agreement has been authorized to do so by Primeland. 27. Treehaven's Authorization of Si ng afore. Treehaven hereby warrants that the person signing this Agreement has been authorized to do so by Treehaven. 28. Notices. All notices permitted or required to be given under the terms of this Agreement shall be in writing and shall be deemed effective upon receipt if sent by first class mail, postage prepaid, and addressed to the respective party hereto as follows or at such other address as a party designates in writing. SETTLERS IRRIGATION DISTRICT Post Office Box 7571 Boise, Idaho 83707 CITY OF MERIDIAN 33 East Idaho Avenue Meridian, Idaho 83642 $RIGHTON CORPORATION 12601 West Explorer Drive Boise, Idaho 83713 PRIMELAND DEVELOPMENT COMPANY, LLP 3120 West Belltower Drive Meridian, Idaho 83646 TREEHAVEN,LLC 4042 West Chinden Boulevard Meridian, Idaho 83646 LICENSE AGREEMENT FOR BLACK CAT SEWER TRUNK LINE -13 22155.45 BOI MT2:668460.1 Each party may change its address for delivery by written notice in the manner provided herein. 29. Recordin>;. This Agreement shall be recorded upon execution in the office of the county recorder for each county in which any portion of the land covered by the Agreement is located. [Signature Page Follows] LICENSE AGREEMENT FOR BLACK CAT SEWER TRUNK LINE -14 22155.45 BOI MT2:668460.1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date first set forth above. Attest: City Clerk Attest: Vicki Keen, Secretary CITY OF MERIDIAN By Tammy de Weerd, its Mayor BRIGHTON CORPORATION By Its (written name) PRIMELAND DEVELOPMENT COMPANY, LLP Frank Varriale, its Managing Partner By TREEHAVEN,LLC I By (written name) SETTLERS IRRIGATION DISTRICT By Tom Davis, President of its Board of Directors LICENSE AGREEMENT FOR BLACK CAT SEWER TRUNK LINE -15 22155.45 BOI_MT2:668460.1 STATE OF IDAHO ) ss. County of Ada ) On this day of , 2007, before me, the undersigned notary public, personally appeared TAMMY DE WEERD, known or identified to me to be the Mayor of CITY OF MERIDIAN, who is the person that executed the instrument or the person who executed the instrument on behalf of CITY OF MERIDIAN, and acknowledged to me that CITY OF MERIDIAN, executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. NOTARY PUBLIC FOR IDAHO Residing at My Commission Expires STATE OF IDAHO ) ss. County of Ada ) On this day of , 2007, before me, the undersigned notary public, personally appeared ,known or identified to me to be the of BRIGHTON CORPORATION, an Idaho corporation, who is the person that executed the instrument or the person who executed the instrument on behalf of BRIGHTON CORPORATION, and acknowledged to me that BRIGHTON CORPORATION, executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. NOTARY PUBLIC FOR IDAHO Residing at My Commission Expires LICENSE AGREEMENT FOR BLACK CAT SEWER TRUNK LINE -16 22155.45 BOI MT2:668460.1 STATE OF IDAHO ) ss. County of Ada ) On this day of , 2007, before me, the undersigned notary public, personally appeared FRANK VARRIALE, known or identified to me to be the Managing Partner of PRIMELAND DEVELOPMENT COMPANY, LLP, an Idaho limited liability partnership, who is the person that executed the instrument or the person who executed the instrument on behalf of PRIMELAND DEVELOPMENT COMPANY, LLP, and acknowledged to me that PRIMELAND DEVELOPMENT COMPANY, LLP, executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. NOTARY PUBLIC FOR IDAHO Residing at My Commission Expires STATE OF IDAHO ) ss. County of Ada ) On this day of , 2007, before me, the undersigned notary public, personally appeared ,known or identified to me to be the of TREEHAVEN, LLC, an Idaho limited liability company, who is the person that executed the instrument or the person who executed the instrument on behalf of TREEHAVEN, LLC, and acknowledged to me that TREEHAVEN, LLC, executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. NOTARY PUBLIC FOR IDAHO Residing at My Commission Expires LICENSE AGREEMENT FOR BLACK CAT SEWER TRUNK LINE -17 22155.45 BOI_MT2:666460.1 STATE OF IDAHO ) ss. County of Ada ) On this day of , 2007, before me, the undersigned Notary Public in and for said state, personally appeared ToM DAMS, known or identified to me to be the President of the Board of Directors of SETTLERS IRRIGATION DISTRICT, the person who executed the instrument on behalf of the SETTLERS IRRIGATION DISTRICT, and acknowledged to me that SETTLERS IRRIGATION DISTRICT executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. NOTARY PUBLIC FOR IDAHO Residing at My Commission Expires STATE OF IDAHO ) ss. County of Ada ) On this day of , 2007, before me, the undersigned Notary Public in and for said state, personally appeared VICKI KEEN known or identified to me to be the Secretary of SETTLERS IRRIGATION DISTRICT, the person who executed the instrument on behalf of the SETTLERS IRRIGATION DISTRICT, and acknowledged to me that SETTLERS IRRIGATION DISTRICT executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. NOTARY PUBLIC FOR IDAHO Residing at My Commission Expires LICENSE AGREEMENT FOR BLACK CAT SEWER TRUNK LINE -18 22155.45 BOI_MT2:668460.1 EXHIBIT A Vicinity Map Black Cat Sewer Trunk Line EXHIBIT A BOI MT2:668460.1 EXHIBIT B Engineering Plans and Specifications Please refer to the following plans prepared by J-U-B Engineers, for Black Cat Sewer Trunk Line Project, Job No. 1005026_002: Title Sheet, Overall Vicinity Map, and Index of Sheets, Sheet 1 of 16, dated 9/7J07 General Construction Phasing Plan, Sheet 2 of 16, dated 9/7!07 General Notes and Legend, Sheet 3 of 16, dated 9/7/07 Line "A" Plan and Profile, Sheets 5 and 8 of 16, dated 917/07 EXHIBIT B BOI MT2:668460.1