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HomeMy WebLinkAboutNorth Slough AgreementsADA COUNTY RECORDER J. DAVID NAVARRO AMOUNT .00 13 BOISE IDAHO 10/13/05 03:42 PM DEPUTY Neava Haney IIII'IIIIII I II�IIII�IIIIII'tII III RECORDED -R-R EQUEST OF Meridian City1 G=1515"270_"P CROSSING AGIZEEmElV 1 This Crossing Agreement ("Agreement") is entered into and made effective this 4day of DGjbhZP_ , 2005 , by and between SETTLERS IRRIGATION DISTRICT ("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, and the City of Meridian ("Licensee"), a municipal city in good standing in the State of Idaho, whose address is 33 East Idaho Avenue, Meridian, ID 83642. WITNESSETH: WHEREAS, the District owns and maintains a system of canals, laterals and drains, including North Slough #2 Canal, 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 for the operation, inspection, maintenance, and repair of the canals, laterals, and drains; WHEREAS, the Licensee desires to obtain a license ("License") from the District for the installation, operation, inspection, maintenance, and repair of North Slough Trunk Line, as described below: (a) The North Slough Trunk Line will cross below North Slough #2 Canal, [at the East boundary of Larkwood Subdivision in the SE '/ of Section 30, Township 4 North, Range 1 East, Boise Meridian, Ada County, Idaho] as described in Exhibit A, attached hereto and incorporated herein by reference. WHEREAS, the District desires to grant the License to the Licensee for purposes of constructing, operating, inspecting, maintaining, and repairing said North Slough Trunk Line; CROSSING AGREEMENT - 1 103083/2/05-660 112001 1200 NOW, THEREFORE, in consideration of the mutual benefits to be received by the District and the Licensee, 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: 1. Grant of License. The District hereby grants a license ("License") to the Licensee for the purpose of crossing over North Slough #2 Canal at the location described in Exhibit A, in order to install, operate, inspect, maintain, and repair said North Slough Trunk Line, provided that said North Slough Trunk Line is installed as depicted in the -plans, maps, drawings and notes attached as Exhibit B. The License is subject to the restriction that no construction may begin on the North Slough Trunk Line until the effective date of this Agreement and must be completed prior to April 1, 2006. This grant of the License is subject and subordinate to any and all property rights the District may have in North Slough #2 Canal. The Licensee expressly acknowledges and agrees that this License does not grant the Licensee the right to install any property or equipment, except as may be described in this Agreement, or the right to impair any rights of the District or others in the use of the North Slough #2 Canal. This grant of License is expressly conditioned upon the prior receipt by the Licensee 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 the District's prior written approval of all drawings and plans concerning the activities to be conducted by the Licensee under this Agreement. 2. Term of Grant of License. The term of the License shall commence upon the effective date of this Agreement and shall continue for so long as the Licensee is in compliance with the terms of this Agreement. The District reserves the right to revoke this License, effective upon CROSSING AGREEMENT - 2 10308.3/2/05.660 112001 1200 written notice to the Licensee thereof, should the Licensee at any time fail to comply with the terms of this Agreement. 3. Installation Inspection Maintenance and Repair of the North Slough Trunk Line. The Licensee, following execution of this Agreement by the parties, and after November 1, 2006, may commence construction of the North Slough Trunk Line crossing as described in Exhibits A and B and may conduct operations, inspections, maintenance, and repair activities, at the Licensee's sole cost and expense, as may be reasonably necessary, subject to any restrictions imposed on the Licensee's activities as may be set forth in this Agreement. The Licensee, or its agents or contractors, shall perform all work contemplated by the terms of this Agreement in a workmanlike manner. The Licensee agrees to assume all responsibility, including general liability and costs for the construction, operation, inspection, maintenance, and repair of the North Slough Trunk Line. Any construction or other activities by the Licensee which may impede or impair the flow of water through North Slough #2 Canal may only be performed during the non -irrigation season, which is usually between November 1 and March 15. The Licensee expressly acknowledges that, notwithstanding the Licensee's assumption of certain responsibilities and receipt of certain rights under this Agreement, the District does not relinquish its ownership rights in any portion of North Slough #2 Canal. 4. Representations and Warranties. (a) District. The District represents and warrants that: (i) the District is an irrigation district organized and existing under and by virtue of the laws of the State of Idaho; (ii) the District has the capacity to enter into and perform the District's obligations under this Agreement; (iii) all organizational and other actions required to authorize the District to enter into and perforin CROSSING AGREEMENT - 3 103083/2/05-660 112001 1200 this Agreement have been properly taken; and (iv) this Agreement has been properly executed and delivered by the District and is valid and binding upon the District in accordance with its terms. (b) Licensee. The Licensee represents and warrants that: (1) it is a municipal city 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 the Licensee to enter into and perform this Agreement have been properly taken; (iv) this Agreement has been properly executed and delivered by the Licensee and is valid and binding upon the Licensee 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. Indemnity. The Licensee agrees to protect, defend, indemnify, and hold the District 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 the Licensee, its agents, or contractors related to or in connection with its activities under this Agreement and the exercise of any privileges or performance of any obligations by the Licensee hereunder. Furthermore, the Licensee agrees to protect, indemnify, and. hold the District 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 North Slough #2 Canal caused by any act or omission of the Licensee or its agents. 6. No Liens. The Licensee shall allow no liens as a result of any labor performed or materials supplied in connection with the activities of the Licensee, its agents, or contractors, to attach to North Slough #2 Canal or to any adjacent lands held by the District. CROSSING AGREEMENT - 4 103083/2/05-660 112001 1200 7. Binding Agreement. The promises, covenants, conditions, and agreements herein contained shall be binding on each of the parties hereto and on all parties and all persons claiming under thein 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. S. Further Consideration. In further consideration for inducing the District to grant this License, the Licensee agrees to promptly pay all legal expenses incurred by the District relating to the negotiation, preparation, and execution of this Agreement. 9. No Waiver. The failure of a party to insist ori 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 liinit such party's right to enforce any provision or exercise any right. 10. Limitations on Liability. The parties hereto agree that nothing herein contained shall be construed to create a.] oint 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. 11. Interpretation. The validity, meaning, and effect of this Agreement shall be determined in accordance with the laws of the State of Idaho. 12. 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. 13. 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. CROSSING AGREEMENT - 5 103083/2/05-660 112001 1200 14. Attorney Fees. In the event of any suit or proceeding by either party herein against the other party arising out of this Agreement or in connection with the activities of the Licensee, 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 attorney fees and costs, including such fees and costs on appeal. Office. 15. Recording. This Agreement shall be recorded at the Ada County Recorder's 16. 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 ).nail, 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 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date first set forth above. SETTLERS IRRIGATION DISTRICT Attest: 7 Vicki Keen, Secretary By President of its Board of Directors CITY OF MERIDIAN, IDAHO CROSSING AGREEMENT - 6 103083/2/05-660 112001 1200 By Mayor de uthorized Ag��rat�frir'°"rrrrr,,�� City of M 'di , Idaho ,�`��.� BRAS j 0 f�rrrr�inn��t��`�� CROSSING AGREEMENT - 7 103083/2/05-660 112001 1200 STATE OF IDAHO ) ) ss. County of Ada) On this 41-11 day of DC -la eYl , before rne, the undersigned notary public in and for said state, personally appeared 2iC6r1) IN61 , President of the Board of Directors of Settlers Irrigation District, an irrigation district organized and existing under and by virtue of the laws of the State of Idaho, known or identified to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he has the authority to execute and executed the same for the purposes therein contained on behalf of Settlers Irrigation District. IN WITIJFSS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year,i&1'1slg e first above written. `�`�• .� p R Y O NOTARY P LIC FOR IDAHO • p► • P U 9V t� ��.� Residing at �'.•• •• ie _. STA•..•••' 10r�` My Commission Expires r/- aS- ��'•.._ TE ��_..•. STATE OF IDAHO ) ss. County of Ada) ,,� �VL� On this , day of before me, the undersigned notary public in and for said state, personally appeared VICKI KEEN, Secretary of Settlers Irrigation District, an irrigation district organized and existing under and by virtue of the laws of the State of Idaho, known or identified to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that she has the authority to execute and executed the same for the purposes therein contained on behalf of Settlers Irrigation District. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. : DR; tied,'•; OTARY N 00 i S r •' 00 CROSSING AGREEMENT - 8 112001 1200 '4'AQ-Pd-- NOTARY LIC FOR IDAHO Residing at _ V My Cormnission Expires 'o'S- d 1 0 3 083/2/05-660 STATE OF IDAHO ) ss. County of Ada) On this ;W' day of ,%-1, , 2005, before me, the undersigned notary public in and for said state, personally appeared Mayor de Weerd, authorized agent of the City of Meridian, Idaho, known or identified to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he has the authority to execute and executed the same for the purposes therein contained on behalf of the City of Meridian, Idaho. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written_ ItiG% •'•'••j�'y�''• N4TAR f PUBLIC FOR IDAHO JARk Residm , at Y cit "I My Commission Expires 04 PUBti1G 4D •�, `+. 1 E Ov +���YYYiYYi���`•� CROSSING AGREEMENT - 9 103083/2/05-660 112001 1200 EXHIBIT A Legal Description of the sewer crossing of the North Slough#2 at sewer stationing 92+20 to 92+60 located in the SETA of Section 30, Township 4 North, Range 1 East, Boise Meridian, Ada County, Idaho 901 MT1:372344.1 EXHIBIT A EXHIBIT B Engineering Plans and Specifications EXHIBIT B 801 MT1:372344.1 O Q w O Z a a m b Q ^ Y W. ? 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J I�cwi 3did 9909SZ ln0 ANI 3dld. 9L.09.9Z: NI ANI:. m6 . zw 9'669Z 3NOO 0£'ZO9Z 4111. 62'94+46 VIS; N .99£>V 31OHNVV4: 'Via ,09 "a1s.10na1sNo0" I � N I: NI Ms Sala wossi: ino `-Am e I N 3d1d 99- L99Z NI 'ANI 3S 3d1d .92099Z: NI ANI: S 669Z 3NOO " 00'Z09Z HIN, 106'90+46 V1S VS£.-V.3lOHNVVI m: N via .os 'als lonHISNOo �. I' I I '�^ �dld Ll±oasz:lno'•nrlt u ' o .3did 4Z-09SZ 'NI : ANI. a . V-0'009Z3NOO '.iT109ZiWla, ZZ'SO}£6 VIS ` I < 96£-V.310HNVH N . z 'Via „09 Ms IOMISN03! :. . O az N. .w 4 a� m " ' r Wd. b6'6'LSZ i 1nO :'ANi: ' ' 3d1d 66'6L9Z NI "ANI S'66aZ 3N00 99'0092 Wla I 99'99+16' VIS V6£=V 31OHNVVI I I W3 ..09: 015 10na1SNOO' a I www0_Z QNQOO N N o P�I RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Moffatt, Thomas, Barrett, Rock & Fields, Chartered 101 S. Capitol Boulevard, 10th Floor Post Office Box 829 Boise, Idaho 83701-0829 ADA COUNTY RECORDER J. DAVID NAVARRO AMOUNT 27.00 ! BOISE IDAHO 10/07/05 04:30 PM DEPUTY Vicki Allen I�I I'll'II'll'�I'll'll'IIII'IIIII I'II RECORDED -REQUEST OF Moffatt Thomas 105150249 (Space Above For Recorder's Use) ADDENDUM TO THE LICENSE AGREEMENT FOR CITY OF MERIDIAN NORTH SLOUGH TRUNK LINE This Addendum to the License Agreement for City of Meridian North Slough Trunk Line ("Addendum") is entered into and made effective this f day of 2005, by and among NORTH SLOUGH LATERAL USERS ASSOCIATION, a duly organized lateral ditch association, acting under the authority of Idaho Code section 42-1301, et seq. (the "Association"), whose address is 2685 W. Chinden Boulevard, Meridian, Idaho 83642; and the CITY OF MERIDIAN, a municipal corporation of the State of Idaho (the "City"), whose address is 660 East Watertower Lane, Suite 150, Meridian, Idaho 83642. WITNESSETH: WHEREAS, the City and the Association previously entered into a License Agreement for City of Meridian North Slough Trunk Line which was recorded with the Ada County Recorder on April 12, 2005, as Instrument No. 105044010 (the "License Agreement"); WHEREAS, the License Agreement granted a license to the City for the purposes of constructing, owning, operating, and maintaining a twenty-one inch (21 ") sewer line which ADDENDUM TO THE LICENSE AGREEMENT FOR CITY OF MERIDIAN NORTH SLOUGH TRUNK LINE- 1 BOI MT2:590379.1 crosses the North Slough No. 1 Lateral at various locations within the proposed Ventana Subdivision and the proposed Saguaro Canyon Subdivision; WHEREAS, the City now desires an additional license in order to construct, own, operate, and maintain a continuation of the twenty-one inch (21 ") sewer line, which will run parallel to and within the Association's easement and right-of-way for the North Slough No. 1 Lateral, at the location depicted in Exhibit A — Vicinity Map, attached hereto and made a part hereof, as depicted in the plans, maps, drawings and notes listed on Exhibit B, attached hereto and made a part hereof, WHEREAS, the Association desires to grant the additional license to the City for the sewer line encroachment; NOW, THEREFORE, in consideration of the promises and the mutual benefits, representations, covenants, undertakings, and agreements hereinafter contained and for good and valuable consideration received by the parties, which consideration and the sufficiency thereof is hereby acknowledged by the parties hereto, the Association and the City represent, covenant, undertake, and agree as follows: AGREEMENTS: Grant of Additional License. The Association hereby grants an additional license to the City for purposes of constructing, owning, operating, and maintaining a twenty-one inch (21 ") sewer line, which will run parallel to and within the Association's easement and right- of-way for the North Slough No. 1 Lateral, at the location depicted in Exhibit A, in accordance with and as depicted in the plans, maps, drawings and notes listed on Exhibit B. 2. Integration and Modification. Except to the limited extent hereby amended, the License Agreement and exhibits thereto shall remain effective in accordance with ADDENDUM TO THE LICENSE AGREEMENT FOR CITY OF MERIDIAN NORTH SLOUGH TRUNK LINE- 2 BOI MT2:590379.1 its terms and conditions. The License Agreement, this Addendum, and the exhibits to this Addendum constitute the final and entire expression of the parties hereto and shall supercede all prior agreements, letters, and understandings, either oral or written, regarding the City of Meridian North Slough Trunk Line, and may only be amended by a written agreement signed by the parties hereto. 3. Professional Fees. The City agrees to promptly pay all legal expenses incurred for the benefit of the Association relating to the negotiation, preparation, and execution of this Addendum. It is expressly agreed that the Association shall not be responsible for the payment of said costs or fees. 4. Governing Law. This Addendum shall be construed under and governed by the laws of the State of Idaho. 5. Notices. All notices, demands, requests, and other communications under this Addendum shall be in writing and shall be deemed properly served or delivered if delivered by hand to the party to whose attention it is directed or, when sent by mail, three (3) days after deposit in the United States mail, postage prepaid, addressed as follows: NORTH SLOUGH LATERAL USERS ASSOCIATION P2685 W. Chinden Boulevard Meridian, Idaho 83642 CITY OF MERIDIAN 660 East Watertower Lane, Suite 150 Meridian, Idaho 83642 Each party may change its address for delivery by written notice in the manner provided herein. ADDENDUM TO THE LICENSE AGREEMENT FOR CITY OF MERIDIAN NORTH SLOUGH TRUNK LINE- 3 B01 MT2:590379.1 6. Recording. This Addendum 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 Addendum is located. IN WITNESS WHEREOF, the parties have hereunto caused their names to be subscribed to this Addendum of the date first set forth above. CITY OF MERIDIAN LIZ written name) of M&P \`J�\►`►�►►unrrnrr� Its Attest: U�� ✓c cC �/C��v ��20� 0 o - BEAL City Clerk - 9' T is, � RTH SLOUGH LATERAL USERS SSOCIATION Mi ael Myers, Presid Attest: Joshanicek, V ce-President ADDENDUM TO THE LICENSE AGREEMENT FOR CITY OF MERIDIAN NORTH SLOUGH TRUNK LINE- 4 BOI MT2:590379.1 STATE OF IDAHO ) County of Aar ss. On this 26qday of eDA-e �, 2005, before me, the undersigned Notary Public in and for said state, personally appeared -TKM »• v de Wee„.(; Ids 13 fr known or identified to me to be the AnVo, ` if � "of k of CITY OF MERIDIAN, the person who executed the instrument on behalf of the 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. STATE OF IDAHO ) ss. County of Ada ) 3TARY PUBLIC FOR lam, -sidin t Y Co ission Expires 6 0-7 On this J day of fir' C'fD�� , 2005, before me, the undersigned Notary Public in and for said state, personally appeared MICHAEL MYERS known or identified to me to be the President of NORTH SLOUGH LATERAL USERS ASSOCIATION, the person who executed the instrument on behalf of the NORTH SLOUGH LATERAL USERS ASSOCIATION, and acknowledged to me that NORTH SLOUGH LATERAL USERS ASSOCIATION 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. Nu VARY PUBWE FOR IDAHO Residing at My Commission Expires ADDENDUM TO THE LICENSE AGREEMENT FOR CITY OF MERIDIAN NORTH SLOUGH TRUNK LINE- 5 BOI MT2:590379.1 STATE OF IDAHO ) ) ss. County of Ada ) On this _1_ day of OC�Vbe Y '2005, before me, the undersigned Notary Public in and for said state, personally appeared JOSH JANICEK known or identified to me to be the Vice -President of NORTH SLOUGH LATERAL USERS ASSOCIATION, the person who executed the instrument on behalf of the NORTH SLOUGH LATERAL USERS ASSOCIATION, and acknowledged to me that NORTH SLOUGH LATERAL USERS ASSOCIATION 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. 14 Y 11 U409+++••°e �oTAR,,, L AVBJJC OF ID. NOTARY Residing af_/_ `� My Commission ADDENDUM TO THE LICENSE AGREEMENT FOR CITY OF MERIDIAN NORTH SLOUGH TRUNK LINE- 6 BOI_MT2:590379.1 EXHIBIT A Vicinity Map EXHIBIT A BOI_MT2:590379.1 EXHIBIT B Plans and Specifications Please refer to the following plans prepared by Keller Associates, for the City of Meridian North Slough Trunk Line, Project No. 103083: General Information, Sheet G- 1, dated 2/2/05 General Notes, Sheet G-2, dated 2/2/05 Standard Details, Sheet G-3, dated 2/2/05 Key Map, Sheet G-4, dated 2/2/05 Details, Sheets D-1 and D-2, dated 2/2/05 Plan & Profile, Sta. 82+00 to 91+00, Sheet PP -10, dated 2/2/05 Plan & Profile, Sta. 91+00 to 100+00, Sheet PP -11, dated 2/2/05 EXHIBIT B BOI MT2:590379A 1Mloffatt I homers MOFFATT THOMAS BARRETT ROCK & FIELDS, CHTD. Eugene C. Thomas Michael E. Thomas Eric M. Barzee John W. Barrett Patricia M. Olsson Valerie N. Charles R. B. Rock James C. deGlee Tyler J. Henderson Richard C. Fields Bradley J Williams Jason G. Murray John S. Simko Lee Radford Mark C. Peterson John C. Ward Michael O. Roe Andrew J. Waldera D. James Manning David S. Jensen Tyler J. Anderson Gary T. Dance James L. Martin Joel A. Flake, Jr. Larry C. Hunter C. Clayton Gill Russell G. Metcalf Randall A. Peterman David P. Gardner Mark S. Prusynski John O. Fitzgerald, II Robert E. Bakes, ofcounsel Stephen R. Thomas Julian E. Gabiola Morgan W. Richards, ofcounsel Glenna M. Christensen Angela Schaer Kaufmann Gerald T. Husch Michael W. McGreaham Willis C. Moffatt, Moffatt, 1907-19 80 Scott L. Campbell Kimberly D. Evans Ross Kirk R. HIi, 1956-2-19 003 Robert B. Burns Jon A. Stenquist Clint Dolsby Public Works City of Meridian 660 E. Watertower, Suite 200 Meridian, Idaho 83642 October 7, 2005 Boise Idaho Falls Pocatello Twin Falls US Bank Plaza Building 101 S Capitol Blvd 10th FI PO Box 829 Boise Idaho 83701 0829 208 345 2000 800 422 2889 208 385 5384 Fax www,moffatt.com Re: North Slough Lateral Users Association Addendum to License Agreement for City of Meridian North Slough Trunk Line MTBR&F File No. 22041.5 Dear Clint: Enclosed please find a copy of the recorded Addendum to License Agreement for City of Meridian North Slough Trunk Line. The Agreement was recorded with the Ada County Recorder on October 7, 2005, as Instrument No. 105150249. Thank you for your assistance in this matter. If you have any questions, please do not hesitate to contact me. Sinc y, Tiffiny M. Hum Paralegal /tmh Enclosure BOI MT2:595431.1 Moffatt 1 bomas MOFFATT THOMAS BARRETT ROCK & FIELDS, CHTD. Eugene C. Thomas Robert B. Burns Kimberly D. Evans Ross John W. Barrett James C. Dale Jon A. Stenquist R. B. Rock Michael E. Thomas Eric M. Barzee Richard C. Fields Patricia M. Olsson Valerie N. Charles Robert E. Bakes James C. deGlee Bradley J. Dixon John S. Simko Bradley J Williams Jason G. Murray John C. Ward Lee Radford Mark C. Peterson D. James Manning Michael O. Roe Andrew J. Waldera Gary T. Dance David S. Jensen Tyler J. Anderson Larry C. Hunter James L. Martin Russell G. Metcalf Randall A. Peterman C. Clayton Gill Mark S. Prusynski David P. Gardner Morgan W. Richards, ofcounse! Stephen R. Thomas John O. Fitzgerald, II Glenna M. Christensen Julian E. Gabiola Will Willis C MoFFatt, 1907-1980 Afoiia t, 1907-19 Gerald T. Husch Angela Schaer Kaufmann Kirk s.. 56-2003 Scott L. Campbell Michael W. McGreaham Clint Dolsby Public Works City of Meridian 660 E. Watertower, Suite 200 Meridian, Idaho 83642 Re: North Slough Lateral Users Association April 12, 2005 License Agreement for City of Meridian North Slough Trunk Line MTBR&F File No. 22041.5 Dear Clint: Boise Idaho Falls Pocatello Twin Falls US Bank Plaza Building 101 S Capitol Blvd 10th FI PO Box 829 Boise Idaho 83701 0829 208 345 2000 800 422 2889 208 385 5384 Fax www.moffatt.com Enclosed please find a copy of the recorded License Agreement for City of Meridian North Slough Trunk Line. The Agreement was recorded with the Ada County Recorder on April 12, 2005, as Instrument No. 105044010. Thank you for your assistance in this matter. If you have any questions, please do not hesitate to contact me. Sinc y, Tiffiny M. H' Paralegal /tmh Enclosure BOI MT2:577959.1 RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Moffatt, Thomas, Barrett, Rock & Fields, Chartered 101 S. Capitol Boulevard, 10th Floor Post Office Box 829 Boise, Idaho 83701-0829 ADA COUNTY RECORDER J. DAVID NAVARRO AMOUNT 42.00 14 BOISE IDAHO 04/12105 04:09 PM DEPUTY Neava Haney III IIIIIIIIIIIIIIIIIIIIIIIIIIII III III RECORDED -REQUEST OF Moffatt Thomas 105044010 (Space Above For Recorder's Use) LICENSE AGREEMENT FOR CITY OF MERIDIAN NORTH SLOUGH TRUNK LINE This License Agreement for City of Meridian North Slough Trunk Line (hereinafter the "Agreement") is entered into and made effective this /0244 day of 2005, by and between NORTH SLOUGH LATERAL USERS ASSOCIATION, a duly organized lateral ditch association, acting under the authority of Idaho Code section 42-1301, et seq., whose address is 2685 W. Chinden Boulevard, Meridian, Idaho 83642, and the CITY OF MERIDIAN, a municipal corporation of the State of Idaho, whose address is 660 East Watertower Lane, Suite 150, Meridian, Idaho 83642. DEFINITIONS: In addition to the other capitalized terms defined herein, this Agreement contains certain words which shall have the following meanings: (a) "City" shall refer to the CITY OF MERIDIAN, an Idaho municipal corporation. (b) "Association" refers to NORTH SLOUGH LATERAL USERS ASSOCIATION, a duly organized lateral ditch association, acting under the authority of Idaho Code section 42-1301, et seq. (c) "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. LICENSE AGREEMENT FOR CITY OF MERIDIAN NORTH SLOUGH TRUNK LINE — I BOI_MT2:575314.1 WITNESSETH: WHEREAS, the Association owns and maintains a delivery system consisting of the North Slough No. 1 Lateral, for purposes of delivering and removing irrigation water to and from users of the North Slough No. 1 Lateral, together with easements to convey water in the North Slough No. 1 Lateral; easements for ingress and egress; and for the operation, inspection, maintenance, and repair of the North Slough No. 1 Lateral; WHEREAS, the City intends to install a twenty-one inch (21 ") sewer trunk line which will cross the North Slough No. 1 Lateral at E. Joshua Tree Street in the proposed Ventana Subdivision and at N. Red Horse Way in the proposed Saguaro Canyon Subdivision, as more particularly set forth herein; WHEREAS, the City desires to obtain a license from the Association in order to construct, own, operate, and maintain a twenty-one inch (21 ") sewer line which will cross the North Slough No. 1 Lateral at E. Joshua Tree Street in the proposed Ventana Subdivision and at N. Red Horse Way in the proposed Saguaro Canyon Subdivision, as depicted in the plans, maps, drawings and notes listed in Exhibit B; WHEREAS, the Association desires to grant the license to the City for the purposes of constructing, owning, operating, and maintaining the sewer line crossings; NOW, THEREFORE, in consideration of the promises and the mutual benefits, representations, covenants, undertakings, and agreements hereinafter contained and for good and valuable consideration received by the parties, which consideration and the sufficiency thereof is hereby acknowledged by the parties hereto, the Association and the City represent, covenant, undertake, and agree as follows: LICENSE AGREEMENT FOR CITY OF MERIDIAN NORTH SLOUGH TRUNK LINE - 2 BOI MT2:575314.1 AGREEMENTS: 1. Grant of License. The Association hereby grants to the City a license for purposes of constructing, owning, operating, and maintaining a twenty-one inch (21 ") sewer line which will cross the North Slough No. 1 Lateral at E. Joshua Tree Street in the proposed Ventana Subdivision and at N. Red Horse Way in the proposed Saguaro Canyon Subdivision, in accordance with and as depicted in the plans, maps, drawings and notes listed in Exhibit B. 2. Restrictions on License. The License is subject to the restriction that no construction impacting the North Slough No. 1 Lateral may begin until November 1, 2004, and that all said construction must be completed prior to March 25, 2005. The City expressly acknowledges and agrees that this Agreement does not grant the City the right to install any property, utilities, equipment, or other facilities, except as may be described in this Agreement, or the right to impair any rights of the Association or others in the use of the North Slough No. 1 Lateral. This grant of License is expressly conditioned upon the prior receipt by the City of any and all necessary approvals from governmental entities and private parties for the activities to be performed under the terms of this Agreement, and is further expressly conditioned upon the Association's prior written approval of all drawings and plans concerning the activities to be conducted by the City under this Agreement. 3. Term of Grant of License. The term of the License shall commence upon the effective date of this Agreement and shall continue for so long as the City is in compliance with the terms of this Agreement. The Association may revoke the License granted hereunder should the City at any time fail to comply with the terms and conditions of this Agreement; provided, however, that the Association delivers to the City written notice of such failure and the City fails to cure the lack of compliance within fifteen (15) days of delivery of such written notice. LICENSE AGREEMENT FOR CITY OF MERIDIAN NORTH SLOUGH TRUNK LINE - 3 BOI MT2:575314.1 4. Installation and Inspection. The City, or its agents or contractors, shall perform all work contemplated by the terms of this Agreement in a workmanlike manner. The City agrees to assume all responsibility for all construction contemplated under this Agreement, including general liability and costs for construction. Any construction or other activities by the City, or its agents or contractors, which may impede or impair the flow of water may only be performed during the non -irrigation season, which is usually between November 1 and March 15, unless otherwise set forth in this Agreement. The City expressly acknowledges that, notwithstanding his assumption of certain responsibilities and receipt of certain rights under this Agreement, the Association does not relinquish its ownership rights in any portion of the North Slough No. 1 Lateral. Utility Crossings. Unless the City has previously disclosed utility locations by providing plans fully depicting utility locations through a utility plan or a joint trench utility plan, the City shall not allow any Utilities or any private party to cross any portion of the North Slough No. 1 Lateral, or otherwise use or encroach upon the Association's easements, without the express written consent of the Association. Said written consent may take the form of an addendum to this existing Agreement or, the Association, in its discretion, may require that separate license agreements be executed between the Association and the Utility or private party seeking to cross the North Slough No. 1 Lateral. Where Utilities or private parties will be crossing the North Slough No. 1 Lateral, those Utilities or private parties are required signatories of this Agreement, in addition to the City, unless this requirement is waived in writing by the Association. In the event that the City has not provided utility plans and asserts that no Utility or private party will be crossing the North Slough No. 1 Lateral, the City shall present to counsel for the Association proof of this fact in one of the following forms: LICENSE AGREEMENT FOR CITY OF MERIDIAN NORTH SLOUGH TRUNK LINE - 4 BOI MT2:575314.1 (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 development stating that they will not be crossing the North Slough No. 1 Lateral. Absolutely no construction may proceed until said the City, Utilities, or private party have met these siting/crossing requirements to the satisfaction of the Association. 6. Express Waiver. In the event that any Utilities or private parties cross the North Slough No. 1 Lateral, or share in the use of the Association's easements, by such crossing or use said Utilities or private parties waive any and all claims against the Association, now and in the future, concerning or arising from the Association's water distribution, operation, and maintenance activities of the North Slough No. 1 Lateral. 7. Indemnity. The City, and any Utility or private party, that crosses the North Slough No. 1 Lateral or uses the Association's easements, agrees to protect, defend, indemnify, and hold the Association 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 (a) any acts or omissions of the City, any crossing Utility or private party, their agents, or contractors related to or in connection with their crossing of the North Slough No. 1 Lateral; (b) use of the perpetual easements of the Association; (c) any other activity under this Agreement; and (d) the exercise of any privileges or performance of any obligations by the City, any crossing Utility, or private party hereunder. Furthermore, the City, and any crossing Utility or private party, agrees to protect, indemnify, and hold the Association 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 LICENSE AGREEMENT FOR CITY OF MERIDIAN NORTH SLOUGH TRUNK LINE - 5 BOI MT2:575314.1 quality violations, flooding, or any interruption or interference with the flow of water in the North Slough No. 1 Lateral caused by any act or omission of the City, and any crossing Utility, private party, or their agents. Any party (the City, crossing Utility, or private party) who violates any provision of this Agreement has effectively waived any and all claims, now and in the future, against the Association, its officers, directors, employees, members, and agents regarding the matters governed by this Agreement. 8. No Liens. The City shall allow no liens as a result of any labor performed or materials supplied in connection with his activities to attach to the North Slough No. I Lateral, or to any adjacent lands held by the Association. 9. Permits. The City represents that it has obtained all permits, licenses, and acknowledgments required to conduct the activities to be performed under the terms of the Agreement. Additionally, the City shall deliver to counsel for the Association 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 affecting the Association's facilities, including the North Slough No. 1 Lateral. The parties hereby recognize and agree that this Agreement will not be executed by the Association and recorded until counsel for the Association is in receipt of the appropriate Section 404 Permit or non jurisdictional determination. 10. 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. No director, officer, staff member, agent, or designee of the Association shall incur any liability hereunder to the City, crossing Utility or private party, or any other party in such person's individual capacity by reason LICENSE AGREEMENT FOR CITY OF MERIDIAN NORTH SLOUGH TRUNK LINE - 6 BOI MT2:575314.1 of such person's actions hereunder or execution hereof. In the event any party hereto shall bring any action to enforce a breach of this Agreement, the prevailing party shall be entitled to recover reasonable costs and attorney fees from the nonprevailing party, including any costs and attorney fees on appeal. 11. Professional Fees. The City agrees to promptly pay all legal expenses incurred for the benefit of the Association relating to the negotiation, preparation, and execution of this Agreement. It is expressly agreed that the Association shall not be responsible for the payment of said expenses. 12. 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. 13. BindingEffect. This Agreement shall bind the parties hereto and their respective heirs, personal representatives, successors, and assigns and shall also constitute a burden upon and appurtenance to the property governed under this Agreement. 14. 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. 15. 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. 16. Governing Law. This Agreement shall be construed under and governed by the laws of the State of Idaho. LICENSE AGREEMENT FOR CITY OF MERIDIAN NORTH SLOUGH TRUNK LINE - 7 BOI MT2:575314.1 17. Representations of Parties. (a) The Association. The Association represents and warrants that: (i) it is a duly organized lateral ditch association, acting under the authority of Idaho Code section 42- 1301, et seq.; (ii) it has the capacity to enter into and perform it's obligations under this Agreement; (iii) all organizational and other actions required to authorize it to enter into and perform this Agreement have been properly taken; and (iv) this Agreement has been properly executed and delivered by Association and is valid and binding upon it in accordance with its terms. (b) The Cily. The City represents and warrants that: (i) it is a municipal corporation 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 the City to enter into and perform this Agreement have been properly taken; (iv) this Agreement has been properly executed and delivered by the City and is valid and binding upon the City 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. 18. The City's Authorization of Signature. The City hereby warrants that the person signing this Agreement has been authorized to do so by the City. 19. Notices. All notices, demands, requests, and other communications under this Agreement shall be in writing and shall be deemed properly served or delivered if delivered by hand to the party to whose attention it is directed or, when sent by mail, three (3) days after deposit in the United States mail, postage prepaid, addressed as follows: NORTH SLOUGH LATERAL USERS ASSOCIATION P2685 W. Chinden Boulevard Meridian, Idaho 83642 LICENSE AGREEMENT FOR CITY OF MERIDIAN NORTH SLOUGH TRUNK LINE - 8 BOI MT2:575314.1 CITY OF MERIDIAN 660 East Watertower Lane, Suite 150 Meridian, Idaho 83642 Each party may change its address for delivery by written notice in the manner provided herein. 20. Recording. 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. IN WITNESS WHEREOF, the parties have hereunto caused their names to be subscribed to this Agreement of the date first set forth above. CITY OF MERIDIAN IC A Q"h+ 'Z4 (written name) or wt Attest: Clerk N SLOUGH LATERAL USERS ikTION P B Michael Myers, Pre ent Attest: 4ek,Josh Jae -Pr sident LICENSE AGREEMENT FOR CITY OF MERIDIAN NORTH SLOUGH TRUNK LINE - 9 BOI MT2:575314.1 STATE OF IDAHO ) ss. County of U6S.,) OnthisCrR day of , 2005, b fore me, the u dersigned Notary Public in and for said state, personally peace known or identified to me to be the f CITY OF MERIDIAN, the person who executed the instrument on behalf of the CI Y OF RIDIAN, 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 thi�4xwft rst above written. NOTARY PU LIC FOR • 1 ' Residing at r a �0 My Commission Expires STATE OF IDAHO ) ss. County of Ada ) � On this A-7day of r 4 1 , 2005, before me, the undersigned Notary Public in and for said state, pers nally appeared MICHAEL MYERS known or identified to me to be the President of NORTH SLOUGH LATERAL USERS ASSOCIATION, the person who executed the instrument on behalf of the NORTH SLOUGH LATERAL USERS ASSOCIATION, and acknowledged to me that NORTH SLOUGH LATERAL USERS ASSOCIATION 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. _ '�14�iN Y NLS ��As O&B LI, f0 ID LICENSE AGREEMENT FOR CITY OF MERIDIAN NORTH SLOUGH TRUNK LINE -10 NOTARYT-MWC FOR IDAHO Residing at My Commission Expires BOI_MT2:575314.1 STATE OF IDAHO ) } ss. County of Ada ) On this �0� day of Q. >;" 1 , 2005, before me, the undersigned Notary Public in and for said state, personally appeared JOSH JANICEK known or identified to me to be the Vice -President of NORTH SLOUGH LATERAL USERS ASSOCIATION, the person who executed the instrument on behalf of the NORTH SLOUGH LATERAL USERS ASSOCIATION, and acknowledged to me that NORTH SLOUGH LATERAL USERS ASSOCIATION 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. LICENSE AGREEMENT FOR CITY OF MERIDIAN NORTH SLOUGH TRUNK LINE -11 NOTARY PC FOR IDAHO Residing at l Q, My Commission Expires / BOI_MT2:575314.1 EXHIBIT A Vicinity Map EXHIBIT A BOI MT2:575314.1 IN 13 11111 litFSS 3, L_LRRM= TT I EXHIBIT B Plans and Specifications Please refer to the following plans prepared by Keller Associates, for the City of Meridian North Slough Trunk Line, Project No. 103083: General Information, Sheet G-1, dated 2/2/05 General Notes, Sheet G-2, dated 2/2/05 Standard Details, Sheet G-3, dated 2/2/05 Key Map, Sheet G-4, dated 2/2/05 Details, Sheets D-1 and D-2, dated 2/2/05 Plan & Profile, Sta. 58+00 to 66+00, Sheet PP -7, dated 2/2/05 Plan & Profile, Sta. 66+00 to 74+00, Sheet PP -8, dated 2/2/05 EXHIBIT B BOI_MT2:575314A