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Agreement for Dissolution and Transfer of Assets and Liabilities with Meridian Heights Water and Sewer District Three Party Agmt with Meridian Heights and Lee Centers
AGREEMENT FOR THE DISSOLUTION AND TRANSFER OF ASSETS AND LIABILITIES FROM MERIDIAN HEIGHTS WATER AND SEWER DISTRICT TO THE CITY OF MERIDIAN; SETTLEMENT AGREEMENT AND RELEASE This Agreement ("Agreement") is made and entered into and made effective as of the date of the latest signature below (the "Bffective Date"), by, between and among MERIDIAN HEIGHTS WATER & SEWER DISTRICT, a political subdivision of the State of Idaho, and its successors, legal representatives, agents, assigns, and all other persons or entities acting for, by, or tluough it ("MHWSD" or "District"), L.C. DEVELOPMENT, INC., an Idaho corporation, and its successors, heirs, legal representatives, agents, and assigns, ("L.C."), the President of which is Lee Centers ("Centers"), and the City of Meridian, an Idaho municipal corporation, and its successors, legal representatives, agents, assigns, and all other persons or entities acting for, by, or through it ("City), collectively called "Parties." RECITALS WHEREAS, MHWSD is a duly organized and existing water and sewer district operating under and pursuant to Idaho Code §§42-3201 et seg. in Ada County, Idaho within the area of city impact of the City. The boundaries of MHWSD generally encompass two subdivisions, the Meridian Heights Subdivision and the Kentucky Ridge Subdivision (collectively, the "Subdivisions"); and WHEREAS, MHWSD- operates a wastewater reuse system pursuant to the Idaho Recycled Water Rules (IDAPA 58.01.17), the Idaho Wastewater Rules (IDAPA 58.01.16), the Idaho Groundwater Quality Rule (IDAPA 58.01.11) and a Municipal Wastewater Reuse Permit (LA-000067-04) (the "Permit") issued by the Idaho Department of Environmental Quality ("IDEQ") on December 3, 2009; and WHEREAS, in connection with its wastewater reuse system, MHWSD owns approximately sixteen (16) acres of real property more particularly described in Exhibit A attached hereto and incorporated herein by this reference (the "District Property"); and WHEREAS, Centers' predecessors in interest conveyed to the MHWSD's predecessor in interest an easement on the Condemnation Property, as described herein, for the purpose of land application of the MHWSD's sewer effluent, which easement was originally conveyed on April 8, 1976 and recorded as Instrument No. 2601976 in the records of Ada County (the 1976 easement also appears to have been recorded as Instrument No. 1387080485 in the records of Ada County), and conveyed again on August 9, 1995 and recorded as Instrument No. 1965001651 in the records of Ada County (the 1995 easement was recorded again on January 16, 1996 as Instrument No. 96004015 in the records of Ada County) (the "Easement"), copies of which are attached hereto as Exhibit B and incorporated herein by this reference; and WHEREAS, the MHWSD approved a Revenue Bond in the amount of $1.5 million in 2010 to either purchase the Condemnation Property or pursue connection to the City; and AGREEMENT-1 WHEREAS, MHWSD filed a Complaint against Centers in the Fourth Judicial Dish•ict of the State of Idaho, in and for Ada County, Case No. CV OC 1201196 (the "Lawsuit") to acquire title to forty (40) acres of real property owned by Centers, more particularly described in Exhibit C attached hereto and incorporated herein by this reference (the "Condemnation Property") for the current and future use by MHWSD for land application of sewer effluent as permitted by the Permit and the Easement; and WHEREAS, Centers and L.C, desire that the land application of sewer effluent on the Condemnation Property pursuant to the Permit and Easement cease, that MHWSD connect its water and sewer systems to the City, and the Lawsuit be dismissed; and WHEREAS, in addition to the Condemnation Property, Centers owns 152 +/- acres of property adjacent to the Condemnation Property and within the area of city impact of the City, which is more particularly described on Exhibit D attached hereto and incorporated herein by this reference (the "Centers Property"); and WHEREAS, the City is a duly organized mmricipal corporation of the State of Idaho which owns, operates and maintains municipal dririlcing water and wastewater systems as authorized by Idaho Code §§50-323, 50-332 and 50-1030; and WHEREAS, the City is not a party to the Lawsuit, but is a party to this Agreement, as in order for the land application to cease and the condemnation to be unnecessary, the City would have to agree to allow MHWSD residents to connect to City sewer; and WHEREAS, the parties wish to settle the disputed claim in the Lawsuit and agree on a solution which would allow MHWSD residents to connect to City sewer, and resolve all related claims that are known or that should be known as of the Effective Date of this Agreement to the party with the right to assert the claim or claims, without fiuther litigation and related expenses; and WHEREAS, all properties in the MI-IWSD, the Dishict Property, the Condemnation Property, the Centers Property, and property owned by Merle Hansen ("Hansen"),t more particularly described in Exhibit E attached hereto and incorporated herein by this reference as if set forth in full (the "Hansen Property") are identified as being within the area of city impact of the City; and WHEREAS, in order to facilitate a resolution of the Lawsuit, to provide cost-effective municipal water and sewer services to residents of MHWSD, and to promote the orderly development and expansion of the City, the City is desirous of finding a way for the MHWSD to 1 Merle Hansen is not a party to this Agreement. The Parties acknowledge and agree that the Hansen Property is identified herein for the sole pwpose of describing parcels that will be included in the City's annexation application as described herein. AGREEMENT-2 dissolve and for the properties to annex into the City; and WHEREAS, the MHWSD intends to protect its residents to ensure that in the event of a transfer of its water system and sewer system to the City that the MHWSD residents who are receiving water service and/or sewer service shall continue to receive such services from the City; and WHEREAS, the MHWSD, the City and L.C. have agreed in concept that the best way to further the goals of all Parties is to dissolve MHWSD pursuant to the procedures outlined in Idaho Code §42-3239, transfer all of its assets to the City, and connect MHWSD's water and sewer systems to City services. NOW, THEREFORE, in consideration of the mutual promises herein contained, and for other good and valuable consideration, acknowledged by each of them to be satisfactory and adequate, MHWSD, the City and L.C. hereby mutually undertake, promise and agree, each for itself, and its successors and assigns as follows: 1. Definitions. As used in this Agreement, the following terms shall have the meanings set forth below: a. Annexation. The term "Annexation" herein shall mean a Category B Annexation into the City of Meridian city limits pursuant to Idaho Code § 50-222 (3)(B). b. E/ection. The term "Election" refers to a special election to be held by MHWSD to secure approval for the District to dissolve and all assets and obligations of the MHWSD to be transferred to the City. The election shall be held on November 5, 2013 pursuant to Idaho Code §§ 42-3239(3) and 34-106. c. PJrysicad Connection. The term "Physical Connection" shall mean the actual connection of the MHWSD Sewer System or the Water System, respectively, to the City sewer system or water system, respectively, and the release of appurtenances that allows the sewer effluent from the Sewer System to flow into the City's sewer system and that allows the flow of water fiom the City's water system into the Water System. d. Closing. The term "Closing" means and refers to the closing of the transactions contemplated by this Agreement, including the dissolution of the MHWSD and transfer of assets to the City pursuant to Idaho Code §42-3239, which closing shall take place at Meridian City Hall, 33 E. Broadway Avenue, Meridian, Idaho 83642, on such date and at such time as the Parties may mutually determine after all Contingencies have been satisfied, which is anticipated to be on or about December 19, 2014 (the "Closing Date"). e. Water System. The term "Water System" means and refers to all Water Rights, water storage reservoir(s), groundwater wells with pumping facilities, the distribution system appurtenances such as water lines, fire hydrants, valves, and water meters, together with AGREEMENT-3 all rights of way, easements, and real property owned by the MHWSD (for the purpose of water system supply, delivery, operation and maintenance), which are more particularly described in Exhibit F attached hereto and incorporated herein by reference. It is agreed that Exhibit F shall be completed and attached to this Agreement and agreed to by the Parties prior to the Closing Date. E Server System. The term "Sewer System" means and refers to all sewer collection pipelines, together with all rights of way, easements, and real property owned, other than Excluded Assets, by the MHWSD (for the purpose of sewer system collection, operation and maintenance), which are more particularly described in Exhibit G attached hereto and incorporated herein by this reference. It is agreed that Exhibit G shall be completed and attached to this Agreement and agreed to by the Parties prior to the Closing Date. g. Cush Assets. The term "Cash Assets" means and refers to all funds in bank checking and/or savings accormts including any other cash assets as well as surety inshuments, investments, and all other financial assets cash or otherwise of the MHWSD more particularly described in Exhibit H attached hereto and incorporated herein by reference, subject to changes in those cash assets up to the Closing Date due to reasonable operation and maintenance costs of the MHWSD from the continued operation of the Water System and Sewer System and any receipts of the MHWSD for assessments and from operational expenses, costs and attorney fees incurred by the MHWSD, and any reasonable hold back for contingent liabilities at the time of Closing. Anew updated Cash Assets exhibit shall be prepared and attached to this Agreement and agreed to by the parties prior to the Closing Date. h. Other Rea/ or Personal Property. The term "Other Real or Personal Property" means and refers to all real or personal property of the MHWSD, other than the Excluded Assets, including but not limited to, accounts receivable; delinquent accounts and all collection, lien and other rights related thereto; GIS/GPS system assets; machinery; equipment; vehicles; easements; licenses; and Water Rights, all of which are more particularly described in Exhibit I attached hereto and incorporated herein by reference. An amended or updated Exhibit H may be completed and attached to this Agreement if agreed to by the Parties prior to the Closing Date. i. Related Agreements. The term "Related Agreements" means any agreement by and between the MHWSD and any third person as a subcontractor or independent contractor to perform services for and/or in pursuit of the purposes of the MI-I W SD. j. Water Rig/rts. The term "Water Rights" shall mean and include the water rights owned by the MHWSD identified in Exhibit J attached hereto and incorporated herein by reference. lc. Project Schedule. The term "Project Schedule" shall mean that certain schedule set forth on Exhibit K attached hereto and incorporated herein by reference. The Parties agree that the start and finish dates set forth in the Project Schedule are good faith estimates, but that the party(ies) responsible for line item tasks will utilize their best efforts to AGREEMENT-4 start and finish the tasks as soon as reasonably possible and earlier than the estimated dates. Further, the Parties agree that any line item task that is delayed due to unfavorable weather conditions, delay in a task caused by non-completion of a condition precedent task, delay in receipt of regulatory agency approval, or other unforeseen circumstances will not be deemed a per se breach of this Agreement by the party responsible for the line item task. 1. Contingencies. The term "Contingencies" shall mean and include all of those conditions precedent to Closing identified in this Agreement. m. Grandfatter Rights. The term "Grandfather Right(s)" shall mean the right by the landowner to continue to use the real property they own in the same manner that existed at the time of the signing of this Agreement. n. Transition Period. The term "Transition Period" shall mean the period of time between the Physical Connection and Closing whereby the City provides water and/or sewer services to the MHWSD but the MHWSD is still operational, thereby necessitating dual operations as set forth herein. o. Excluded Assets. The term "Excluded Assets" shall mean those assets identified in Secfion 10(c) herein. p. Lmvsuit. The term "Lawsuit" shall refer to the condemnation proceeding between MHWSD and Lee Centers to which the City is not a party. 2. Election. MHWSD agrees to submit to the qualified electors of the District on the November 5, 2013 general election ballot the question of dissolution of the Dishict and transfer of all assets and liabilities thereof to the City, pursuant to the requirements of Idaho Code §42-3239. The term "success" or "successful" when used in relation to the election shall mean an affirmative vote of the District patrons to dissolve the MHWSD. If the vote is in the negative then (i) the Consents to Annex that have been filed as part of this Agreement are voided; (ii) any payments lodged by any parties shall be refunded within five (5) days, and all parties shall absorb all their own costs that have been expended, other than those payments, without reimbursement fiom any of the parties to this Agreement; and (iii) all obligations contemplated by this Agreement shall terminate. 3. Connection to City Sewer. a. Server Main Extension and Easement. In the event the Election is successful, L.C. will install and provide a sewer main extension frmn Victory Road with a single point connection for MHWSD (the "Sewer Improvements") pursuant to the Project Schedule, contingent upon the City's acquisition of a thirty foot (30') wide easement fiom Hansen to cross the Hansen Property. L.C. shall bear all costs for such connection, including but not limited to: engineering design, staking, licenses, permits, application fees, and construction. b. Performance Assurances. L.C. shall provide a performance bond, cash AGREEMENT - 5 deposit, certified check, or irrevocable bank letter of credit in a form acceptable to both the City and the MHWSD for the estimated cost of construction of the sewer line on or before October 15, 2013, and shall have an effective date no later than November 10, 2013, which shall be held by the City of Meridian until such time as the construction is completed. The assurance shall be released within fifteen (15) days of completion of construction and City acceptance thereof. In the event the Election is not held or is unsuccessful, or the City fails to complete the Annexation as set forth in Section 5 below, the City agrees to release such security to L.C. within five (5) days after the Election or within five (5) days of a final decision of the City Council disapproving the annexation or annexation ordinance. The same assurance may be used for construction of the sewer line and the water line. c. Design and Relaterl Approvals. In the event the Election is successful, L.C. agrees to authorize design of the sewer connection on November 6, 2013, with design to be completed and submitted to the City and MHWSD for review consistent with the Project Schedule. The City and MHWSD agree to review and approve the sewer connection design as soon as reasonably practical following receipt from L.C. L.C. agrees to submit the sewer connection design to all appropriate agencies and obtain all approvals and permits related to such sewer connection. Upon receipt of the sewer connection design approval from the City, Centers agrees to obtain a license from the Nampa-Meridian Irrigation District for construction of such sewer line under the Ridenbaugh Canal. Construction of the portion of the sewer line under the Ridenbaugh Canal shall be completed consistent with the Project Schedule; provided, however, that delay in the issuance of a license by the Nampa-Meridian Irrigation District and resulting delay in construction under the Ridenbaugh Canal though no fault of L.C, shall not be deemed a default by L.C. and shall not result in the termination of this Agreement as provided in Section 11 herein. d. P/rysical Connectlon to City Server Systehz. The Parties agree to cooperate in providing all necessary notices to IDEQ prior to the Physical Connection of the Sewer System to the City, as required by applicable state and federal law, rules, regulations and the Permit. The Physical Connection of the Sewer System shall occur consistent with the Project Schedule. Upon completion of the Sewer Improvements, the Physical Connection tco the City sewer system shall be made. e. Indemnity and Insurance. L.C. agrees to indemnify and hold harmless the MHWSD and the City of Meridian from and against any and all claims, costs, losses, and damages (including but not limited to all fees and charges of subcontractors, suppliers, agents, employees, engineers, architects, attorneys, and other professionals, and all court or arbitration or other dispute resolution costs) arising out of or relating to L.C.'s performance of the connection to the City's sewer system. L.C. agrees to purchase an insurance policy or policies that meet or exceed a policy limit of $1,000,000.00. Said policy or• policies shall be rnaintained in effect until at least thirty (30) days after the City accepts the connection to the City sewer system. L.C. shall list the MHWSD as an additional insured on the liability insurance required by the City for the construction of the sewer connection to the City which said liability insurance is appropriate for the work being performed and will provide protection from claims set forth below which may arise out of or result from L.C., its subcontractors, suppliers, agents, employees, engineers, AGREEMENT-6 architects, attorneys and other professionals' performance of the work and other obligations associated therewith. Said insurance shall cover claims for: i. workers' compensation, disability benefits, and other similar employee benefits acts; disease, or death; ii. damages because of bodily injury, occupational sickness or iii. damages insured by reasonably available personal injury liability coverage which are sustained by: (a) any person as a result of an offense directly or indirectly related to the employment of such person by L.C. or its subcontractors, agents, employees, or other covered professional contractors as listed in this Section 3(e); iv, damages, other than to the work itself to connect to the City sewer system, because of injury to or destruction of tangible property wherever located, including loss of use resulting therefrom; v. damages because of bodily injury or death of any person or property damage arising out of the ownership, maintenance or use of any motor vehicle; and vi. damages because of any release of hazardous materials which are regulated as pollutants by any state or federal law or laws. 4. Connection to City Water. a. Water Maiu Extension aarl Easemeut. In the event the Election is successful, L.C. will install atwelve-inch (12") water main line extension from Victory Road through the Hansen Property to the MHWSD water main, making water available for extension and cormection to MHWSD (the "Water System Improvements"), contingent upon (i) the City's acquisition of an easement from Hansen to cross the Hansen Property; and (ii) completion of the Annexation contemplated by Section 5(b). L.C. shall bear all costs for such connection, including but not limited to: engineering design, staking, licenses, permits, application fees, and construction for the water main line connection of the Condemnation Property to Victory Road. L.C. shall also bear all costs of the physical connection of the existing MHWSD water main to the new twelve-inch (12") water main as described herein. b. Performance Assurmices. L.C. shall provide a performance bond, cash deposit, certified check, or irrevocable bank letter of credit in a form acceptable to both the City and the MHWSD for the estimated cost of construction of the water line on or before October 15, 2013, and shall have an effective date no later than November ] 0, 2013, which shall be held by the City of Meridian until such time as the conshuction is completed. The assurance shall be released within fifteen (15) days of completion of construction and City acceptance thereof. In AGREEMENT-7 the event the Election is not held or is unsuccessful, or the City fails to complete the Annexation set forth in Section 5 below, the City agrees to release such security to Centers within five (5) days after the Election or within five (5) days of a final decision of the City Council disapproving the annexation or the annexation ordinance. The same assurance may be used for construction of the sewer line and the water line. c. Design and Related Approvals. L.C. agrees to authorize design of the water line extension and connection on November 6, 2013, with design to be completed and submitted to the City for review consistent with the Project Schedule. The City agrees to review and approve the water line extension and connection design as soon as reasonably practical following receipt from L.C. L.C. agrees to submit the water line extension design to all appropriate agencies and obtain all approvals and permits related to such water connection. d. Physical Co~anection to City Water System. The Parties agree to cooperate in providing all necessary notices to IDEQ prior to the Physical Connection of the Water System to the City, as required by applicable state and federal law, rules, regulations and the Permit. The Physical Connection of the Water System shall occur consistent with the Project Schedule. The sewer Physical Connection shall not be delayed by or contingent upon construction of the Water System Improvements and/or water meters installation as set forth in the Project Schedule. e. Indemnity and Insurance. L.C. agrees to indemnify and hold harmless the MHWSD and the City of Meridian from and against any and all claims, costs, losses, and damages (including but not limited to all fees and charges of subcontractors, suppliers, agents, employees, engineers, architects, attorneys, and other professionals, and all court or arbitration or other dispute resolution costs) arising out of or relating to L.C.'s performance of the connection to the City's water system. L.C. agrees to purchase an insurance policy or policies that meet or exceed a policy limit of $1,000,000.00. Said policy or policies shall be maintained in effect until at least thirty (30) days after the City accepts the connection to the City sewer system. L.C. shall list the MHWSD as an additional insured on the liability insurance required by the City for the conshuction of the water connection to the City which said liability insurance is appropriate for the work being performed and will provide protection from claims set forth below which may arise out of or result from L.C., its subcontractors, suppliers, agents, employees, engineers, architects, attorneys and other professionals' performance of the work and other obligations associated therewith. Said insurance shall cover claims for: i. workers' compensation, disability benefits, and other similar employee benefits acts; disease, or death; ii. damages because of bodily injury, occupational siclrness or iii. damages insured by reasonably available personal injury liability coverage which are sustained by: AGREEMENT-8 (a) any person as a result of an offense directly or indirectly related to the employment of such person by L.C. or its subconhactors, agents, employees, or other covered professional contractors as listed in this Section 3(e); iv. damages, other than to the work itself to connect to the City water system, because of injury to or destruction of tangible property wherever located, including loss of use resulting therefrom; v, damages because of bodily injury or death of any person or property damage arising out of the ownership, maintenance or use of any motor vehicle; and vi. damages because of any release of hazardous materials which are regulated as pollutants by any state or federal law or laws. 5. Annexation. The City agrees to pursue Annexation of the Condemnation Property, the Centers Property, the Hansen Property, the District Property, and the residential properties owned by residents within the MHWSD. a. Consent to Annex MHWSD, Centers and Hansen have provided written consent to the Annexation as required by Idaho Code §50-222, which consent shall be recorded with the Ada County Recorder and which shall not lapse until the City takes its final action on the Annexation (the "Consents"). In the event that the Election is not held or the dissolution of the District is not approved, the Consents shall be deemed withdrawn and a withdrawal of such Consents shall be filed with the Ada County Recorder. b. Annexation Process. If the minimwn tlueshold for annexation pursuant to Idaho Code §50-222 (3)(B) is met, the City shall pursue and complete the annexation process in compliance with Idaho Code §§50-222(3), and 67-6501 et seg., and applicable provisions of the Meridian City Code. The annexation process shall be completed pursuant to the Project Schedule; provided, however, that delay in approval of the Annexation and adoption of the Annexation Ordinance due to weather, lack of quorum, or other circumstances beyond the conhrol of the Parties shall not result in the invalidation or termination pursuant to Section I ] of this Agreement. c. Zoni~zg Upon Annexation. Upon Annexation, the Centers Property, the District Property and the I-Iansen Property shall be entitled to all Grandfather Rights applicable to such properties until such time as they develop and enter into a development agreement with the City. d. Contingencies. In the event the Election is not held or dissolution is not approved, the City shall not be obligated to approve the Annexation as set forth herein. Further, if the dissolution is approved and the City decides not to annex the subject properties, the City shall be obligated to connect the Water System and Sewer System to the City and accept the transfer of the assets and obligations of the MHWSD, if approved by the District Court. The AGREEMENT-9 Parties may enter into a service agreement to identify the necessary costs and rates for service. All hook up and connection fees will still need to be paid. e. Development Agreement. Any property that is subject to this Agreement and the Hansen Property previously identified on Exhibit E, that is granted an R-8 Zoning shall agree to sign a Development Agreement as a condition of annexation to limit development of the property to single family residential properties until an amendment to the DA is approved or a rezone occurs or both. 6. Lot Line Adjustment of MHWSD Property. The MHWSD agrees to initiate a lot line adjushnent application with either the City or Ada County to separate its buffer zone parcel from its storm water pond parcel to allow for the transfer of the storm water pond parcel to the Ada County Highway Dishict ("ACRD") at Closing. Such application shall be initiated in sufficient time to allow approval of the lot line adjustment prior to Closing. The MHWSD and the City agree to work with the ACHD as necessary or required to accomplish the transfer of the storm water pond parcel. At Closing, the MHWSD agrees to execute all documents necessary to convey the storm water pond parcel to ACRD. 7. Decommissioning of MHWSD Sewer Lagoons. The MHWSD agrees to decommission the existing sewer lagoons pursuant to one of the options set forth in this Section 7. Under either option, the MHWSD agrees that the decommissioning will be complete as soon as reasonably possible but in no event later than the Closing Date, provided that the time to decommission the lagoons shall be extended if decommissioning is delayed due to: unfavorable weather conditions; delay in the Physical Connection of the Sewer System being made to the City sewer system; delay in receipt of regulatory agency approvals; or other unforeseen circumstances. The MHWSD and its successors or assigns to the sewer lagoon property are allowed to utilize the best, most economical practices to decommission the sewer lagoons that IDEQ will permit in the decormissioning plan. The Parties agree to cooperate as may be necessary in such decommnissioning, including providing notices to IDEQ and other agencies as may be required by law, rule, regulation or the Permit. The MHWSD agrees to convey to the City such rights of way or other easements across the District Property as may be necessary to secure continued City water and/or sewer services and/or public access to the Dishict Property prior to any sale by the MHWSD. The proceeds from such sale shall be applied to reduce the costs necessary to effectuate the riansactions contemplated in this Agreement. a. Decommissioning by MHWSD. Under this option, the MHWSD agrees to be responsible for the decommissioning and reclamation of the existing sewer lagoons. Upon the reclamation and decommissioning of the lagoons, the MHWSD shall retain the right to sell the District Property pursuant to applicable Idaho law. Any proceeds received from the sale of the District Property shall be applied to reduce the costs necessary to effectuate the transactions contemplated in this Agreement. b. Decommissioning by Third Party. Under this option, the MHWSD may elect to auction the District Property pursuant to applicable state law with the condition that the third-party purchaser completes decommissioning of the lagoons as set forth in Section 7 above. AGREEMENT-]0 Any proceeds received fi•om the sale of the District Property shall be applied to reduce the costs necessary to effectuate the transactions contemplated in this Agreement. 8. Hookup Fees; Payment Assurances. The City will charge MHWSD $513,084 for water hookup fees and $780,716 for sewer hookup fees (collectively "Hookup Fee"). L.C. agrees to contribute $780,716 to the City on behalf of MHWSD prior to completion of the sewer main extension, towards payment of Hookup Fees and/or for other costs related to Physical Connection, contingent upon the Annexation being completed and approved and a successful Election held by MHWSD in which a vote to dissolve the District is approved. L.C. agrees to provide payment assurances for such Hookup Fees and related costs in the form of a payment surety, cash deposit, certified check, or irrevocable bank letter of credit, to the Ciry of Meridian on or before October 15, 2013, with an effective date no later than November 10, 2013. The City agrees to release such security to L.C. within five (5) days of either of the following: (i) the failure of the Election to occur on November 5, 2013 or an Election that results in disapproval of dissolution of the MHWSD as contemplated herein; or (ii) the failure of the MHWSD to vacate the Easement in accordance with Section 15(g) herein. 9. Contribution from City. The City will provide a credit of $634,575 to MHWSD to offset Hookup Fees and/or costs, and to acquire the assets of MHWSD as set forth in Section 10(b) herein. 10. Dissolution and Transfer of District Assets and Liabilities. a. Reso/utions. After a successful election to dissolve the District, the MHWSD shall adopt a resolution of dissolution and transfer of assets and liabilities pursuant to the requirements of Idaho Code §42-3239, and the City shall adopt a resolution accepting such transfer of assets and liabilities. b. Transfer of Assets. At Closing, MHWSD shall transfer, give and assign to the City, and the City agrees to accept the same, all subject to and upon the terms and conditions contained herein, all right, title and interest of the MHWSD in and to the Water System, Sewer System, Cash Assets, Water Rights, and Other Real or Personal Property and all other assets of the MHWSD of every kind and description, tangible or intangible, pertaining to, used in or necessary for the operation of the Water System and the Sewer System (the "Acquired Assets"), other than assets specifically excluded as set forth in Section l Oc. c. Excluded Assets. The MHWSD sewer lagoons and surrounding real property, the Easement, and the MHWSD storm water pond (i.e. the District Property) are specifically excluded from the assets that shall be acquired by the City pursuant to this Agreement. The following agreements are also specifically excluded from the assets that shall be acquired by the City: (i) Service Agreement between the MHWSD and Francisco and Ricki Sabala for water service; (ii) MOU between the MHWSD and Francisco and Ricki Sabala; (iii) MOU between the MHWSD and Rick and Charlaine Fisch; and (iv) MOU between the MHWSD and Alexandria P. McNish. AGREEMENT-I1 d. Assumption of Liabilities. On the terms and subject to the conditions set forth herein the City will assume and satisfy or perform when due only the following liabilities and obligations of the MHWSD (the "Assumed Liabilities"). i. Loans. The MHWSD has an outstanding loan from IDEQ with a balance of approximately $115,000 and an outstanding loan from IDWR with an approximate balance of $270,000. These loans shall be assumed by the City at Closing. ii. Revenue Bond. The voter approved Revenue Bond in the amount of $1.5 million will be assumed by the City as set forth herein. The MHWSD agrees to take all steps necessary as required by Idaho law to issue the bonds authorized by the Revenue Bond election, including payment of all costs associated with underwriting of such issuance and establishing reserves required by such Revenue Bond, such that the bonds are issued prior to Closing. Upon issuance of the bonds, the MHWSD agrees to establish a special sewer assessment pursuant to Idaho law for its residents which assessment shall be used to repay the bonds. The special sewer assessment shall survive Closing and all authority to collect the same shall be transferred to the City. At Closing, the City shall assume all rights and obligations associated with the Revenue Bond, including but not limited to: the authority to collect the special sewer assessment, maintaining sufficient reserve funds to cover necessary payments on the bond, and payoff of the Revenue Bond within the time period prescribed therein. At such time as the bond is paid off in full, the City shall remove the special assessment from the properties within the MHWSD. The City agrees to notify the residents within the MHWSD at least annually the balance due on the bond and the approximate date that the special assessment will cease. e. Funding of Deficit. The Parties acknowledge that (i) a deficit of roughly $814,575 is expected in order for MHWSD to connect to both City water and sewer, as reflected on Exhibit L attaohed hereto; (ii) there may be additional election costs of MHWSD to hold an election to dissolve the Dish•ict; (iii) there may be additional costs of decommissioning the District's Sewer Lagoons if the District opts to perform the Decommissioning pursuant to 7(a) of this Agreement; (iv) there may be additional revenues to lower the deficit from the sale of the District's decommissioned Sewer Lagoon sites; and (v) there may be additional costs to finalize and issue the Revenue Bond on behalf of the District. The Parties therefore agree that any funds necessary for connection to City services not being paid as outlined herein by the City or by L.C. may be covered by the existing Revenue Bond available to the MHWSD upon the terms and conditions set forth in Section 10(d)(ii) herein, and other lawful funds available to the Parties hereto. The Parties agree to cooperate in good faith to use as few Revenue Bond funds as possible to limit the monthly water and sewer rates and other costs to MHWSD residents. The Parties will work together to ensure that the requirements are met to use the Revenue Bond funds according to the terms thereof and applicable law, rules and regulations. £ ArlminisU~ation of Services. At Closing, the City shall assume all responsibility for billing and adminish•ation of water and sewer services for MHWSD residents. The City and MHWSD agree to cooperate in the transition of such administration services and in AGREEMENT-12 notification of MHWSD residents as to the time such transfer will occur. The City and MHWSD agree to provide no less than thirty (30) days' written notice to MHWSD residents of such transfer. g. Liabilities Not Assumed The City will not assume or perform any liabilities or obligations of any type or nature whatsoever not specifically assumed pursuant to this Agreement. Without limiting the generality of the foregoing, the City shall not assume or perform any of the following liabilities and obligations of the MHWSD: i. Any liability arising as a result of any legal or equitable action or judicial or administrative proceeding initiated at any time in respect to anything done, suffered to be done or omitted to be done by the MHWSD or any of its respective directors, employees or agents prior to Closing; ii. Any liability of the MHWSD for costs and expenses incurred in connection with the Related Agreements, the making or performance of the Related Agreements, and the transactions contemplated thereby; and iii. With the exception of the loans and bond as set forth in this Section 10, any liability of the MHWSD in respect of any debt owed to third parties arising prior to Closing. h. Conditions Precedent to Closing. All of the Contingencies identified in this Agreement and those tasks identified in the Project Schedule shall be satisfied in order for the Closing to occur. i. Deliveries at Closing. At Closing, the MHWSD will deliver to the City properly executed and acknowledged, if appropriate, the various certificates, instruments, and documents to gift, h•ansfer, convey, and assign to the City all the Acquired Assets, which shall include quitclaim deed(s) to real property and easement rights to the Water System and Sewer System, and such other documents as may be necessary to transfer and convey the Acquired Assets from the MHWSD to the City. j. Court Approval. After a successful election to dissolve the Dishict and transfer its assets and liabilities, the City and the MHWSD agree to file with the Fourth District Court of the State of Idaho, in and for the County of Ada, all documents required by Idaho Code §42-3239(4). 11. Default and Termination. a. Notice of Default and Ter»rination. The Parties may terminate this Agreement as provided below: i. The Parties may terminate this Agreement by mutual written consent at any time prior to the Closing; AGREEMENT-13 ii. Subject to Section 16 herein, any Party may terminate this Agreement by giving written notice to the other Parties (i) of a default by such other party in the timely performance of an obligation imposed under this Agreement; or (ii) the Election fails to result in the approval of dissolution. iii. In the event of a default of performance on or before the time specified in this Agreement, the defaulting party shall be given thirty (30) days after notice of such default to cure or correct such default. If the default remains uncorrected after such cure period, the non-defaulting parties may deem the Agreement terminated. b. Effect of Termination. If any Party terminates this Agreement pursuant to Section 11(a)(i) or (ii) above, all rights and obligations of the Parties hereunder shall terminate without any liability of any Party to any other Party. c. Remedies. If any party defaults for any other reason the non-defaulting party or parties shall have the right to claim any and all fees, costs expended, and attorney's fees and costs against the party or parties causing the default. 12. Representations and Warranties of the MHWSD. The MHWSD represents and warrants to the City and L.C. that the statements contained in this Section 12 are correct and complete as of the date of this Agreement. a. Organization of MHWSD. The MHWSD is a duly organized and validly existing water and sewer district, and political subdivision of the State of Idaho, operating pursuant to Idaho Code §§42-3201 et seq. b. Authorization of Transaction. Subject to any Contingencies set forth in this Agreement, the MHWSD has the power and authority to execute and deliver and to perform its respective obligations hereunder. All actions or proceedings to be taken by or on the part of the MHWSD to authorize and permit the execution and delivery by the MHWSD of the instruments required to be executed and delivered by the MHWSD pursuant hereto, the performance by the MHWSD of its obligations hereunder, and the consummation by the MHWSD of the transactions contemplated herein have been duly and properly taken. c. Nozzcontraventiozz. Neither the execution and the delivery of this Agreement, nor the consummation of the hausactions contemplated hereby will result in a breach or violation of, or default under (i) the MHWSD's Bylaws; (ii) to the MHWSD's knowledge, any law applicable to the MHWSD; or (iii) any agreement to which the MHWSD is a party or by which it is bound or to which any of its assets is subject (nor result in the imposition of any lien upon any of its assets). The MHWSD does not need to give any notice to, make any filing with, or obtain any authorization, consent or approval of any governmental agency, except as specifically set forth herein, in order for the Parties to consummate the transactions contemplated by this Agreement. AGREEMENT-14 d. Title to Assets. The MHWSD has good and marketable title to, and the power to transfer the Acquired Assets, free and clear of all liens. e. Legal and Other Compllance. The MHWSD is and has been in compliance in all material respects with all applicable laws, or has expeditiously made efforts to resolve instances of noncompliance, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them alleging any failure to so comply. Neither the ownership nor use of the properties of the MHWSD nor the conduct of its purposes conflicts with the rights of any other person or violates, or with the giving of notice or the passage of time or both will violate, conflict with, or result in a default, right to accelerate or loss of rights under, any term or provision of the Bylaws of the MHWSD or any lien, permit, lease, conh•act, agreement, understanding, or law to which the MHWSD is a party or by which the MHWSD may be bound or affected. f. Littgntion. Other than the Lawsuit, which shall be dismissed with prejudice on or before December 31, 2013 if there is a vote to dissolve the District, ,with each side to bear their own costs and attorneys fees therein, there are no judicial or administrative actions, claims, suits, proceedings, or investigations pending to the MHWSD's lrnowledge, nor are there any threats thereof or basis therefore, that might question the validity of this Agreement or of any action taken or to be taken pursuant to or in connection with the provisions of this Agreement nor, to the knowledge of the MHWSD, is there any basis for any such action, claim, suit, proceeding or investigation. There are no judgments, orders, decrees, citations, fines or penalties heretofore assessed against the MHWSD affecting its operations, the Acquired Assets or the Assumed Liabilities under any law. The MHWSD shall file a Stipulation to Vacate Trial, the terms of which have been separately agreed to, within two (2) days of the Effective Date hereof. g. Consents. The Board of Directors of the MHWSD and the qualified electors of the MHWSD, through the Election, are the only persons whose consent or approval is required in connection with the dissolution and transfer, assignment or conveyance by the MHWSD of the Acquired Assets to the City. h. Books and Records. The books and records of the MHWSD, including all those public records as that term is defined in Idaho Code §9-337(13), operating manuals, and warranties, are complete and correct in all material respects and have been maintained in accordance with applicable laws, rules and regulations, and applicable sound business practices. 13. Representations and Warranties of the City. The City represents and warrants to the MHWSD and L.C. that the statements contained in this Section 13 are correct and complete as of the date of this Agreement. a. Orgonization of t/ee City. The City is duly formed and existing as a municipal corporation under and by virtue of the laws of the State of Idaho. AGREEMENT-15 b. Authorization of Transaction. The City has the power and authority to execute this Agreement and to perform its obligations hereunder. c. Noncoizd•avention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby will result in a breach or violation or, or a default under, (i) any law applicable to the City, to the City's knowledge; (ii) any agreement to which the City is a party or by which it is bound or to which any of its assets is subject. Nor does the City need to give any notice to, make any filing with, or obtain any authorization, consent or approval of any governmental agency, except such notices as may be provided for herein, in order for the Parties to consummate the transactions contemplated by this Agreement. 14. Representations and Warranties of L.C. L.C. represents and warrants to the MHWSD and the City that the statements contained in this Section 14 are correct and complete as of the date of this Agreement. a. Ant/iorizat/on of Transaction. L.C. has full power and authority to execute this Agreement and to perform his obligations hereunder. b. Noncmah•aventfor:. Neither the execution and the delivery of this Agreement nor the consummation of the transactions contemplated hereby will result in a breach or violation of, or a default under, (i) to L.C.'s knowledge, any law applicable to it; or (ii) any agreement to which L.C. is a party or by which it is bound or to which any of its assets is subject. Nor does L.C. need to give any notice to, make any filing with, or obtain any authorization, consent or approval of any governmental agency, except as may otherwise be provided herein, in order to consummate the transactions contemplated by this Agreement. c. F/nmzcial Assm•ances. L.C. has the financial capability to complete the construction of the Water System Improvements and Sewer Improvements, and other obligations as provided for in this Agreement. d. Litigation. Other than the Lawsuit, which shall be dismissed with prejudice on or before December 31, 2013 if there has been a vote to dissolve the District, with each side to bear their own costs and attorneys fees therein, there are no judicial or administrative actions, claims, suits, proceedings, or investigations pending to L.C.'s knowledge, nor are there any threats thereof or basis therefore, that might question the validity of this Agreement or of any action taken or to be taken pursuant to or in connection with the provisions of this Agreement nor, to the knowledge of L.C., is there any basis for any such action, claim, suit, proceeding or investigation. Centers shall file a Stipulation to Vacate Trial, the teams of which have been separately agreed to, within two (2) days of the Effective Date hereof. 15. Covenants. The Parties agree as follows: a. Genera/. Each of the Parties will use all reasonable efforts to take all actions and to do all things necessary, proper or advisable in order to consummate and make AGREEMENT-16 effective the transactions contemplated by this Agreement b. Access to Records Prior to Closing. The City shall have reasonable access to all of the books and records of the MHWSD to the extent that such access may reasonably be required by the City in connection with matters relating to or affected by the acceptance of the Acquired Assets prior to the Closing Date. Such access shall be afforded to the City upon receipt of reasonable advance notice. c. Future Assurances. At any time and from time to time prior to the Closing, at the request of the City and without further consideration, except as stated below, the MHWSD will execute and deliver such other instruments of gift, transfer, conveyance, assignment and confirmation and take such action as the City may reasonably determine is necessary to transfer, convey and assign to the City, and to confirm the City's' title to or interest in the Acquired Assets, to put the City in actual possession and operating control thereof, and to assist the City in exercising all rights with respect thereto. After Closing, the MHWSD hereby constitutes and appoints the City and its successors and assigns as its true and lawful attorney in fact in connection with these transactions, with fidl power of substitution, in the name and stead of the MHWSD but on behalf of and for the benefit of the City and its successors and assigns, to demand and receive any and all of the Acquired Assets, and to give receipt and releases for and in respect of the same and any part thereof, and fiom time to time to institute and prosecute, in the name of the MHWSD, for the benefit of the City or its successors and assigns, proceedings at law, in equity, or otherwise, which the City or its successors or assigns reasonably deem proper in order to collect or reduce to possession or endorse any of the Acquired Assets and to do all acts and things in relation to the assets which the City or its successors or assigns reasonably deem desirable which shall include any claim of the MHWSD against residents for water and or sewer services provided by the MHWSD. d. Continued Operations Until Closing. Except as otherwise set forth herein, the Parties acknowledge that the MHWSD may continue to operate and maintain the Water System and the Sewer System until Closing, which responsibility will likely include expendihu~e, application or modification of some Acquired Assets, specifically including, but not necessarily limited to, Cash Assets. It is anticipated that the Physical Connection will be made prior to Closing, necessitating dual operations during the Transition Period as set forth herein. i. City as Service Provider. Upon Physical Cormection, the City shall become the service provider for water and sewer services to the MHWSD residents. ii. MHWSD Responsibilities During Transition Period. In the event the Transition Period occurs, the MHWSD agrees to be responsible for the following items: (a) The MHWSD shall retain all responsibility for administration and billing of water and sewer services, including but not limited to, billing and collection of monthly water and sewer fees from its residents, shut offs for delinquent accounts, and other account related administration; and AGREEMENT-]7 (b) The MHWSD shall pay over to the City such fees collected for water and sewer services on a monthly basis in accordance with the City's current residential water and sewer rates schedule; and (c) The MHWSD agrees to work in good faith to complete the decommissioning of the sewer lagoons and sale of the property on or before the Closing Date. e. Access to Property. The Parties agree to allow reasonable access to their respective properties by each of the other Parties, or such Party's representatives or contractors, as may be necessary or required for purposes of inspection, construction, operation, maintenance or other activities necessitated by this Agreement. f. Training. The MHWSD agrees to provide training to City personnel at mutually agreeable times on the existing Water System, Sewer System, Streetlights and related appurtenances, including but not limited to walk-through of existing buildings, line locations, well locations, manholes, and other infiastructure, and operational guidelines for such systems. g. Pacation of Easement L.C. agrees to keep the land application site in alfalfa during the time MHWSD land applies its sewer effluent. MHWSD shall begin land applying its sewer effluent on or around March 15, 2014 or as soon thereafter as possible (Permit and weather permitting) and continue to land apply at the maximum allowable discharge limit in an effort to drain its sewer lagoons/ponds until the Physical Connection is made. MHWSD agrees to send to the City and the City agrees to take all remaining sewer lagoon effluent absent of solids and/or sludge from the sewer lagoons/ponds after Physical Connection of the Sewer System at no cost to MHWSD. L.C. shall pay to the City a flat fee of $5,000.00 to take all the remaining sewer lagoon effluent absent of solids and/or sludge if the Physical Connection to the Sewer System is made on or before May 15, 2014. If said Physical Connection to the Sewer System is made after May 15, 2014 then L.C. shall pay to the City a flat fee of $10,000.00 to take all the remaining sewer lagoon effluent absent of solids and/or sludge. The City reserves the right to apportion its acceptance of said effluent over any sixty (60) day period, if necessary, to comply with flow limits at its waste water treatment plant. The MHWSD will execute and record a Vacation of Easement removing the existing Easement from the Condemnation Property within fifteen (15) days of the Physical Connection of the Sewer System but no earlier than June 15, 2014, provided the City has installed the necessary sump pump(s) and temporary connection line sufficient to commence pumping the sewer lagoon effluent into the City sewer system. h. Improvements to MHWSD Facilities. The Parties acknowledge and agree that some improvements to the Water System and Sewer System will be necessary to allow a smooth hansition at the time of Physical Connection. The MHWSD aclrnowledges that it has already planned for and funded some improvements, as set forth on )exhibit M attached hereto, which improvements it agrees to construct prior to Closing. The City also desires to make additional improvements to the Water System and Sewer System, and the MHWSD hereby consents to such improvements, subject to the provisions of this Section. The Parties agree that improvements constructed by the City shall be made at its expense. The MHWSD shall retain the right to review and approve all plans, drawings, consh•uction timelines, and other matters AGREEMENT-18 relevant to the City's construction of such improvements, which approval shall not be unreasonably withheld. In the event the transfer of the MHWSD's facilities does not occur as set forth in this Agreement, the MHWSD agrees to pay to the City the costs of improvements constructed by the City over a period of not less than thirty-six (36) months, upon such commercially reasonable terms as the City and the MHWSD may mutually agree to in writing. 16. Contingencies. The Parties acknowledge and agree that the Project Schedule consists of the Parties' reasonable expectation and estimation of construction timelines and other milestones necessitated by this Agreement. The Parties agree that unforeseen delays due to weather, acts of God, strike or other causes due to no fault of any Party shall not result in the termination of this Agreement pursuant to Section I 1 herein. 17. District Employees. The Parties aclaiowledge and agree that the two full-time District employees are eligible for employment with the City, provided that they satisfy any standards required by the City and comply with all City hiring practices. The Parties further aclrnowledge and agree that this Section does not guarantee employment for such District employees. 18. No Inducement. By entering into this Agreement, the Parties have relied entirely on the judgment and knowledge of their own respective employees, agents, and representatives and have not been influenced by any statement or act of any other party or any attorney or other person acting for or in behalf of such party. The Parties have proceeded in making this Agreement with the benefit of and solely in reliance upon the advice of their own respective attorneys. No Party has received any inducements, promises, m• representations of any kind causing it to make or deliver this Agreement, except as set forth herein. 19. Final Agreement. This Agreement contains the firll agreement of the Parties and may not be altered, amended, or modified except by a writing signed by all parties. No verbal representation or conduct of any kind shall be considered in connection with the interpretation of this Agreement. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall nevertheless remain valid and enforceable. 20. Notices. Any notice, request, demand, claim or other communication hereunder shall be in writing and deemed duly given upon mailing two (2) business day following the date sent when sent by overnight delivery; and five (5) business days following the date mailed when mailed by registered or certified mail return receipt requested and postage prepaid. All notices shall be mailed to the Parties at the following addresses: City of Meridian: City Clerk 33 E. Broadway Avenue Meridian, ID 83642 LC Develonment, Inc.: Meridian Heiehts Water & Sewer District: Gina Harris, District Clerk/Treasurer P.O. Box 472 Meridian, ID 83640 AGREEMENT-19 Attn: Lee Centers P.O. BOX 518 Meridian, ID 83680 Any party may change the address to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving the other Party notice in the manner herein set forth. 21. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Idaho. 22. Miscellaneous Provisions. a. Bindizzg Effect. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, personal representatives, successors, and assigns. b. Invalidity of Provisions. If any provision of this Agreement as applied to any Party or to any circumstance shall be adjudged by a court of competent jurisdiction to be void and unenforceable, the same shall in no way affect any other provision in this Agreement, the application of such provision in any other circumstances, or the validity or enforceability of the Agreement as a whole. c. Modifrcntion. This Agreement shall not be modified by any Party by oral representation made before or after the execution of this Agreement. All modifications must be in writing and signed by the Parties. d. Countezparfs. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original Agreement, and all of which shall constitute one Agreement to be effective as of the effective date. e. Attorney's Fees Upon Breack. Should suit be brought to enforce or interpret any part of this Agreement or any documents or instrument executed and delivered pursuant to this Agreement, the prevailhrg party shall be entitled to recover, as an element of costs of suit and not as damages, reasonable attorney's fees, and costs and reasonable attorney's fees and costs on appeal, to be f xed by the court. The prevailing party shall be the party entitled to recover costs of suit, regardless of whether such suit proceeds to final judgment. E Agreement to Pezform Necessary Acts. The Parties shall execute and deliver all documents and per°fomr all fw•ther acts that may be reasonably necessary to effectuate the provisions and intent of this Agreement. g. Construction and Performance. This Agreement was drafted with the full participation of all Parties. Accordingly, if there is an ambiguity in this Agreement, it should not be resolved against any particular Party, but rather should be resolved by a fair reading of AGREEMENT-20 what the Agreement was intended by the Parties to provide. h. Incorporation of Recitals. The recitals set forth in this Agreement are a material and integral put of this Agreement and are incorporated herein by reference. i. Severability. If any provisions of this Agreement as applied to any Party or to any circumstance shall be adjudged by a court to be void and unenforceable, the same shall in no way affect any other provision in this Agreement, the application of such provision in any other circumstances, or the validity or enforceability of the Agreement as a whole. j. Headings. The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation hereof. lc. Waiver. No covenant, term, or condition or the breach thereof shall be deemed waived, except by written consent of the Party against whom the waiver is claimed, and any waiver of the breach of any covenant, term, or condition shall not be deemed to be a waiver of any other covenant, terrn, or condition herein. Acceptance by a Party of any performance by another Party after the time the same shall have become due shall not constitute a waiver by the first Party of the breach or default of any such covenant, term, or condition unless otherwise expressly agreed to by the first Party in writing. I. Fees and Costs in Connection With Agreement. Each Party shall pay its own legal fees and expenses incidental to the execution of this Agreement and the consummation of the transactions contemplated hereby. m. Authority. Each Party represents and warrants to the other Party that the person executing this Agreement on its behalf has been authorized to sign on its behalf and to bind it to the terms of this Agreement, and each person executing this Agreement on behalf of a Party represents and warrants to the other Party that such executing person has been authorized to sign this Agreement and to bind the Parry on behalf of which this Agreement is executed by such person. n. Mediation. Mediation shall be a condition precedent to the institution of legal or equitable proceedings by any Party. Request for mediation shall be filed in writing with the other Parties to this Agreement. The request may be made concurrently with the filing of a legal or• equitable proceeding but, in such event, mediation shall proceed in advance of legal or• equitable proceedings, which shall be stayed pending mediation for a period of sixty (60) days fiom the date of filing, unless stayed for a longer period by agreement of the Parties or court order. o. Time of Nre essence. The Parties shall fulfill obligations described in this Agreement in a timely manner, as set forth herein. The Parties aclrnowledge and agree that time is strictly of the essence with respect to this Agreement, and that the failure to timely perform any of the obligations hereunder shall constitute a default of this Agreement. AGREEMENT-21 IN WITNESS WIIEREOF, this Agreement shall be effective the date of the latest signature below. MERIDIAN HEIGHTS SEWER & WATER DISTRICT By: Gordon Hamilton, Chairman Dated: L.C. DEVELOPMEN`i',1NC. By: ~ ee C nters, President Dated: ~~ /3 ~/~ CITY OF MERIDIAN, IDAHO By: Tammy DeWeerd, Mayor Approved as to form: MOORS, SMITH, BUXTON & TURCKE, CHTD. Susan Buxton, of the firm Attorneys for Plaintiff D~~S~ E ~L/O/ a.~a~agb,an, of therm ~-- Attorneys for Defendant ATTEST: Gina Harris, District Clerlc ATTEST: ,laycee Holman, City Clerk SETTLEMENT AGREEMENT - 22 IN WITNESS WHEREOF, this Agreement shall be effective the date of the latest signature below. MERIDIAN HEIGHTS SEWER ~ ATTEST: & WATER DIST T rdon Hamilton, Chairman '~rina Harris, District,. Jerk ~ / ~~ L.C. DEVELOPMENT, INC. By: Lee Centers, President CITY OF MERIDIAN, IDAHO By: Tammy DeWeerd, Mayor Approved as to form: MOO MITH, BUXT N & TURCKE, CHTD. ~~ Susan Buxton, of the firm Attorneys for Plaintiff DAMSON, COPPLE, COPPLE & COPPLE Heather A. Cunningham, of the firm Attorneys for Defendant GINA M !~~!'tRl=~(S NOTAR'~ ~~t)t3; iG ~~ STATE U(~ ii_ ~, ~ i ATTEST: Jaycee Holman, City Clerk ~~~~j~ SETTLEMENT AGREEMENT - 22 IN WITNESS WHEREOF, this Agreement shall be effective the date of the latest signature below. MERIDIAN HEIGHTS SEWER & WATER DISTRICT ATTEST: Gordon Hamilton, Chairman L.C. DEVELOPMENT, INC. By: Lee Centers, President Dated: CITY OF MERIDIAN, IDAHO By: rcz~ -~Jo~t Lc.u-~ , cvc,~vu.i ( ~~.e ~,' c~Ce:~~ Dated: ~) - a - ~O I ~ Gina Harris, District Clerk ATT S1': ; _' o~~a,2~rEa~u~.~`s . ~_ -____ _ G Tt ~~ :Tayc e `lm ii, City Cler C-~Yl EI~tIDIAN~ ~a~~o ~f ,SEAL T~~~~ ~a,. i e E.~s~`'~~~ Approved as to form: MOORE, SMITH, BUXTON & TURCKE, CHTD. Susan Buxton, of the firm Attorneys for Plaintiff DAMSON, COPPLE, COPPLE & COPPLE Heather A. Curuiingham, of the firm Attorneys for Defendant SETTLEMENT AGREEMENT - 22 CITY OF MERIDIAN William Nary City Attorney AGREEMENT - 23 EXHIBIT LIST/RESPONSIBLE PARTY Exhibit A: Legal description to MHWSD 16 Acres (the District) Exhibit B: Various Easement recordings regarding easement on Condemnation Property (Centers) Exhibit C: Centers 40 acres legal description (Centers) Exhibit D: Centers 152 +/- acres legal description (Centers) Exhibit E: Hansen Property legal description (Centers) Exhibit E: Water System description- to be determined (the District) Exhibit G: Sewer System description-to be determined (the Dishict) Exhibit H: MHWSD Cash Assets (the District) Exhibit L MHWSD Other Real Property/Personal Property (the District) Exhibit J: MHWSD Water Rights (the Dish•ict) Exhibit K: Project Schedule (the City) Exhibit L: Deficit Pro Forma (the City) Exhibit M: Planned MHWSD Improvements (the District) AGREEMENT-24 EXHIBIT A LEGAL DESCRIPTION OF MHWSll PROPERTY Pr®perty aster 09/20/2013 Year Parcel # Status Property Type ~, 2013 ~~ 84882810585 Actrve Real Property Code Area 351 v,.,.,..,. ,..~..._ ._.,..~,...~-,-. _ __.. Contact Information Name MERIDIAN R}i1GHTS WATER & SCWI MaitingAddress PO BOX 472 MERIDIAN IU 83607-0000 D escriptio^ LO"1"l }3I,K 3 KENTUCKY R[DGE ESTATES SUB Status State C~tegm•Y Ages Assessed -- -Code .~~ _.. .. __ Vatue Active 259 0,231 State Yarcel # I 032210030020 i~ Physical Location Address 936 W RIODOSA DR M)uRID[AN ID 83642-0000 Group Typc SUB ~ Group # 488281 Description KENTUCKY RIDGE ES'T'ATES SUB r Zoniug R4 1 i Township/Range/Section 3N I W 25 v..su.. ~.su.....rue.-.e...«...+.'a~X"e..'v-~:'•=..~ .v:.t...^r_:n ~.. .~ Additional Contacts _. _.. .. _. Assessment i Property _ _ _ Valuation 1 Roll 1 Occu anc p y Method 0 Property Roll Non-Occupancy MARKET 0 Less Homeowners F,xemptian 0 EXTIIBI.T "A" Lo L' l In AIOC]t 10 of I~IERTDIF.ZV IdEIC,IIZ'S SU3DIV]:SIODT 1VO. 2, according to the official plat thereof, filed in Boolt 41 of Plats aL- Pages 3353 and 3354, rc-cords of Ada County, Idaho. EXCEPT A parcel of land situaL-e i.n the Northeast quari,er or Section 2S, Township 3 North, Range 1 West, Boise Meridian, Ada County, Idaho, being a portion of L,ot 1, Bloc]t 1.0 of 1~1ERID1AIV HEIC>HTS bIO. 7. Si]BDIVISIOIV, as shown OI7 the official plat thereof on file in the office of L-he Ada Coulity, Tda.ho, Recorder, and being more parL-icularly descriL-ed as f'ol7.ows: Beginning at the SouL'llv:est corner o.E said Lot 1, which is the 12EAL POIDI':C OF BEGIIVIVIIVG; thence IVOrL-h 7°029'04" East, 7.7.2,36 Peet to the 1VOrtheasterljr boundary of said Lot 1; thence South 07°46'38" East, 20.95 feet to the Souther:LV boundary of vaid I;ot :L; thence North 89°55'10" :°Iest, 7.13.£30 feet to the Southwest corner of said Lo L' 1 to the RPAL PUINT OP BL~G:CNNINCI. I ,:~ ----- -. I o ,;?r, ADA COUNTY RECORDER J. DAVID NAVARRO AMOUNT .00 5 10.20.10 BOISE IDAHO 06!16/10 08:39 AM ! g y! DEPUTY Bonnle0berbllllg ~III++'III~II~~~"~~I~~'~tII'~I~~~~~I RECORDED-REOUESTOP 9 1 Merltllan Heights Water & Sewer 1 f 0E354962 QUITCLAIM DEED AND TRANSFER OF INTEREST IN REAL PROPERTY AND ACCEPTANCE PARTIES: Meridian Heights Water & Sewer Association, Inc. Grantor 226 Bloomington, Meridian, ID 83642 P.O, Box 472, Meddian, ID 83642 Meridian Heights Water & Sewer bistrict Grantee 2589 S. Groom Way, Meridian, ID 83642 ___ P.O. Box 472, Meridian, Idaho 83642 I This Quitclaim Deed and Transfer of Interest in Real Property and Acceptance, made effective as of the ~_ day of , 2010, by and between Meridian Heights Water & Sewer Association, Inc., "Grantor" herein, an Idaho political subdivision, hereinafter referred to as "Association," w}tose physical address is 226 Bloomington, Meridian, Idaho 83642, and the Meridian Ileights Water & Sewer District , "Grantee" herein, a water and sewer district and government subdivision of the State of Idaho, hereinafter referred to as "Water District" whose physical address is 25$9 S, Groom Way, Meridian, Idaho 83642 and whose mailing address is P.O. Box 472, Meridian, Idaho 83607. SECTION I RECITALS The Parties recite and declare: 1,1 Association is the holder of a Conunon Arca Deed, entered into on the 9a' day of August, 1995 with G&S Development Compmty, an Idaho corporation, and intended to continue forever and in perpetuity, Within said Residential Lot Deed, the Association, for artd in consideration of good and valuable consideration, was conveyed and granted together with all and singular the tenements, hereditaments, and appurtenances thereunto, the following real estate situated in the County ofAda, State of Idaho: Parcel A A parcel of land being a portion ofthc Northeast'/~, Section 25, Township 3 North, Range 1 West, Boise Meridian, Ada County, Idaho, a shown on tltc clticial plat thereof on file in the ofticc of the Ada County Recorder, as Instrument Nn. 96004016, and more particularly described as follows: Beginning at an aluminum cap marking the Northwest Corner of Utc Northeast '/~, Northeast '/~, Section 25, Township 3 North, Range 1 West, Boise Meridian, Ada County, Idaho which is the Real Point of Beginning; '!'hence along the Ncrtherlyboundary of the Nnrthwcst'/<, said Northeast'/~, Section 25 North 89 Degrees 43'1 I" West 467.00 feet to a poinh, Thence leaving said Northerly boundary South 22 Degrees 00'00" Bast 13.00 QUITCLAIM DEED AND ACCEPTANCE -1 10.20.10 feet to a point marking a point of curve; Thence Southeasterly along a curve to the Right 248.25 feet, said curve having a central angle of 16 degrees 35' 34", a radius of 857.22 feet, tangents of 125.00 feet, and a long chord of 247.38 feet, bearing South 13 Degrees 42' 13" East to a point of ending of curve; Thence South OS Degrees 24'26" East 125.99 feet to apoint marking apoint of curve; Thence along a curve to the left 99.12 feet, said curve having a central angle 18 degrees 35'34", a radius of 305,45 feet, tangents of 50.00 feet, and a long chord of 98.69 feet, bearing South 14 degrees 42' 13" East to point ending of curve; Thence South 24 de},nees 00'00" East 295.00 feet to a point; Thence South 00 degrees 04'50" West 240.00 feet to appoint; Thence South 31 degrees 19'38" East 365.69 feet to a point; 'T'hence South 89 degrees 4T 16" Easi 55.00 feet to a point on the Easterly boundary of said Northwest'/<, Northeast `/<, Section 25; Thence along said Easterly boundary of the Northwest '/<, Northeast %, Section 25 South 0 Degree 04' S0"West 37.95 feet to an iron pin marking the Northwest Corner of Lot 14, Block 10, Meridian Heights Subdivision No. 3 as filed for record in the Office of the Ada County Recorder, Boise, Idaho at Book 62, Pages 6274 and 6275,; Thence along the boundaries of said Meridian Heights Subdivision No.3 South 89 Degrees 04' 15" East 207.08 feet to an iron pin; Thence North 16 Degrees 36'22" Bast 36.19 feet to an iron pin; Thence Nortlr 21 Degrees 47'22" West 50.94 feet to an iron pin; Thence North 42 Degrees 41'45" west 90.00 Feet to an iron pin marking the Westerly Corner of Lot 3, said Block 10, Meridian Heights Suhdivision No. 3 which is also the Southwest Corner of Block 10, Meridian Heights Subdivision No. 2 as filed for record in the Office of the Ada County Recorder, Boise, Idaho, at Book 41, Pages 3353 and 3354; ']'hence leaving the boundary of Meridian Heights Subdivision No. 3 and along the boundary of said Meridian Heights Subdivision No. 2 North 00 Degrees 04'50" East 190.00 Feet to an iron pin; Thence South 89 Degrees 55' 10" East 100.00 feet to wi iron pin; Thence North 00 Degrees 04'50" East 599.66 feet to an iron pin mazking the Northwest Comex of Lot 1, Block 9, said Meridian Heights Subdivision No. 2; Thence leaving said Westerly boundary of Meridian Heights Subdivision No.2 North 75 Degrees 27'20" West 41.41 Feet to a point; Thence North 89 Degrees 46'33" West 197.16 feet to a point on the Westerly boundary of said Northeast ``/a, Northeast'/<, Section 25; Thence along Said Westerly boundary North 00 Degrees 04' S0" East 385.55 feet to the Point of Beginning. QUITCLAIM DEED AND ACCEPTANCE - 2 10.20.10 1,2 On May 26, 2009, the Meridian Heights Water & Sewer District was created, organized, and established as a governmental subdivision of the State of Idaho. 1.3 The Water & Sewer District has the authority and the right to acquire either by purchase or other legalmeans, interests in real property necessary for the maintenance and improvement of the water district for said purposes; and 1.4 The Water & Sewer District Board of Commissioners and the Board of Directors of the Association have each determined that a quitclaim deed herein provided for to transfer the grant of easements is advisable and in the public interest and facilitates the intent of the Association for maintenance and improvement of the Water District. In consideration of the mutual covenants contained in this quitclaim deed, the parties agree and act as follows: SECTION II QUITCLAIM DEED CI2ANT AND CONVEYANCE OF INTEREST IN REAL PROPERTY FOR DISTRICT MAINTENANCE PURPOSES 2.1 Association does hereby grant, convey and release and quitclaim all right, title and interest, to the above mentioned real estate, including any and all rents, issues, and profits thereof, which Association now has or may hereafter acquire unto the Water & Sewer District, and or its assigns as hereina$er provided for, from the effective date hereof. SECTION III ACCEPTANCE OF GRANT AND CONVEYANCE FOR DISTRICT MAINTENANCE PURPOSES 3.1 The Water & Sewer District does hereby accept this conveyance of the Real Property herein provided for. QUI rCLAfM DEED AND ACCEPTANCE • 3 10.20.10 IN WITNESS WHEREOF, this Quitclaim Deed and Acceptance has been executed on die c~ day of ~~l.pLP ~ , 2010 with the intent that it shall be recorded in the office of the recorder of the Connty of Ada, State of Idaho. MERIDIAN NEIGH"IS WATER & SEWER ASSOCIA'CI N, IN _,-_. _ al R dl - -- It's resident MERH)IAN HEIGI3TS WATER & SEWER DISTRICT Vall~hainnan - ATTEST: C)cr Treasurer QUII'CLAI M DEED AND A CCEPTANCE - 3 10.20.10 STATE OF IDAHO ) ss. County of Ada ) On this ~~ day of ,. _~LSL~~ in the year of ZO1Q before me, a notary public, pcrsonally appeared ~~-~ _ __ _ all known or identified to me to be President ofthe Meridian Heights Water 8z Sewer Association, Tne, that executedthis Quitclaim Deed and Acceptance, and acknowledged to me that such corporation executed the same. DATED this cr ~ day of, 2010, 9~ ```\`pauuurrpnr,/ (SEAL) .°~`~V.y~P diCIF~~~/: ~ 4r ptARy ~,O ~~_ ~:• ~` _ pUaG r O 'J~., st'~•...,.... •~' P~ ~ ,~ ~FmO f ~O STATE OF IDAHO ) ss. Notary Public for Idaho ~~ ~~~,~,~ My Commission Expires:S~~„x ` 0~20)~ County of Ada ) On this or day of , m the year of 2010, beY'are mo, a notary public, pcrsonally appeared Val R. Hill, kno or identified to me to be the President of the Board of Commissioners ofthe Meridian Heights Water & Sewer llish•ict, Ada Cowtty, State ofldalro that executed this Quitclaim Dced and Acceptance, and acknowledged to me that such District executed the same. DATED this ~ ~ day of, 2010, ~lvv.4- (SEAL) ```"JUp~1°nugru a ,V;' ~OiARy ?o ~c ...~ pVBUG °G,~tf r0 F l0 Pa r~~ 1~ Notazy Public for Idaho f My Commission Expires: ~!,(l~tt2 c7~+~'~ QU/TCLAIM DEED AND ACCEPTANCE • 5 EXHIBIT B Various Easement Recordings on Condemnation Property ''.t ~.,.~• , . ~~nf } , .- .. c i '>~hi's RPr.manent Easement anal )wean Agrzzment made ~ nd efltdi ~a •ls1 !nra this ~- day oP A(~ril, 1976, by and b~tmeen .STEVEN M, ! nnrS 5Ah1DRh JJi,[J;,EN, husband and vrize, hzreattzX refe>: Ced t:o as Parties and SQUTHi~JE5T DEVEI,OPi•1&,N7` COt+JPAPIY, Ih1C., an Idtlho .Cor•c 1lereatter rzfe3rred to as Second Party, each of mhem 3oes liereY to the r"bllncririg: j '~l I T rJ E S S G T N: I u ttiJEEt^c..S .first ;.3rties r~wn're?1 pro~~rl:y in Ada Ce,un~y, Idaho. . .~,rticuiarl+.' described as: • - ~ i ThP St•!:{ of the t•.'E3i af, 5ectien 25, Tovrnsh>.p 3 tJorth, . Range ]. west, B.M.; and, ;•JH~1?6iS sAcond Carty o;ans or did ~vrn PJ~ridian ldAights Np. 1 Subdivision whir_h 3.iaz Haar. t4 first partiAs~ pronort/; xnd, ~i;itc-,P.~AS s~co7d f: arty d~~sirsv to sUbc'ivi:!s additi~naZ I,a11J5 d;ac~nt tv thN existing r•Eeririi:an ltei,hts rJo. Z Subdiivision; and, W:iERC„S i•Jrcidi3n ti~ighFs Water an:l Ssw?r :,ssocia ton, Inc. Y: r., haretocure ;•rvvided and :+i1Z cantinr~e to J,rov.ide ~tr:r and s.=.:~,dr ::=rv.tc~s Trr si,d st~T:di•-i.s.ion inr,.ludS.n7 any additfanel subdivisJ.on as r:r,y t~~ n°:(rov=d Y.,y the' authorities havtnn °urisdictin~ over an, such r.<-.,' ,u1.3ivS.si•_,nJ end, ~! WriS.°.ar5 ':h~ SJaho aPr,artm~nt of liuaJth and S'1r,1.°d~n trill rGyuire t•r.;. i;:;n~ in!: of :iast~ ~,~nl_ar ano:sr~,ar~~- e~flu~~nr. Cr~-,.7 Fk,,"_. IzgG:.n(s? wing suCi: cu; dS~•isi.nns and +ate die^a^-..it:iol o` stn:=! Y_*: irri•fFtign r`, .-n :az•n 7.sr.~:s „n c;ndJticrns [::guired .'y thr: J:da!1o DF.r.r1r`m-n'v c,f • (. r~:altY, anrJ ',~; 1r•rr.^; arn'., ,::18F'cE.:S t:t-c. ??nfls c,:+•n~:d ?':y f_rr,t :attic, are n:,aX thn Zaq~~~r. :::iv. ~.•:'~Gti n•: lfi::! ~A'j 1.^.;r(t;~ frJ :?~? )rlJi14 arld dr^ la;lctS rJhich CCin bL' . .•r~.~~r.kl; i_riyr'.ta~ rrcn srlrh 1•~,opnt~); and, Sn~;.. : i.st .:arti;:s ara ::~illJ,nr tc ~rL•icipahzl v:ith spcard , ~••,..".. s' ~-`.a ': `r. c1i6':osa1 of *_h-, .:r+si:c wat~r~ end saa:agc= .. _ ... e EXHIBIT C . ~ } ~r ~3`~'~SY~~.r.'~cin G~rF~;83,:ir:3••:i1~,~•:~'~•ra `peyment'ra.;~'i,r5i=•`fi~~i~,`°~y~~J ~~4'r ~~~ a"ti~~rn•1;~-,of .51,.0.40..40 ; »r -year Ceommanr_inr~ on• De~/~;nfic~^ °'vr',~~~i ~y~,~Y'E `j•.:ar d•iryi'ng; tthi:Cl' ~ir:it, i'cS.Ctfes •az~- requited to t,um~,.'~•nt<r~' ~;~;~~rg~'~~o~$ .th•2 :•r7et•~ •<~a`E:`r and snw~ye aft.lusnt ac herein pCOy'r~~) "'tUf~?'F~~~,"r*}v~ .~i s ifs . T ~ ~e ~ ~ ~1 s.ecand ~».ri! rrs herninzftLr prn•.•iderJ and sub,~~c 'ko the -~~~4}~,'.'~~~ ~ {~ Bing fac'~]fa~`1~~:5''~~t;;34: "~6ai' 'ssco7d• t3Y'ty, shall have ii~str.ll~d such. u.m ~1 5..2~,~-1~,~,k~ {;hc' iacint of sischarge srom t°re l~~yaon(s) as shall be Lotzul~':~~1~ b,~~t~,T; ~ Vii,, ~:he ]tdal.o C_~partmQnt of Heal! h ana ;J~ lfarc to the joint v dir,ci ~~;'x~ of the trump, +.,ithout cost hol first ,~art3.oG y the naxties ac~r.?'c7.~~'4n.q~ ~ , . y, ~~n' ~L,,LL xt is irndcrstood an:1 agreed that seconC party shall ~t .,a)5!~;:~'~ .... r.,.s.. ccct su^,•1f, the pum;• end otF.cs[ +.roi'Y,~ accep.tr.+ble to~thc parti,:a .~n~; th= ScF~i:•~ ~eyartr~ant of Henl_th and !~elfare to thz tioint of owscri,~~`"~' or' the sai~ ;,ump +and first partis : shall i7rovido the enFr,y~.nrikl.rtE mans of taking t~C taast•~ wat~r And ,yaaragc: effluen~. fYOt't tha.t•_~o~~~~ to "rhe first ;-•arti4s' land ncludfrr~rall distribution iaciifti~s~;~gq ney be rc+°uz.re9 th2x~ior~++. ;first t arties shalt lag ~ responsi.blrs; for-r, oNezai-icn ar.:.' maint•~•nurce of the saint di.schz+rge pur{ip and disti~ititii~~~~. tion facilities. :,acon:: party sha11, at ! F:s cost, ~ rnaintai.r, such `';':' i - r facilities to th~~ inlet or the I>uml., xt is agreed tha± firsi parti.:•s an+j their such-~saors in otm~1`,- ship of th? 5!4+t t•18~ o~ 5ectfon ?5, ;'.,wnshiF a 1•tor~h, Ran7e 1 4J~at,: E._•t.~ shall be oBlig2ted to ;cantina': to taY.c fire said +.raste water ' aru se.,a:~c effluent, h•T9innznc, at +:.•.~ sa':.' ~wnp in~.et and to dis-. pooA o. a+t:"•= on the. lamis Isc~•:in d=.:sct,tt•_i9 until sNch time as an aroe +:+{c'•~ c°nt_11 su'.aar syst:-:m is {•+:': ;nto or~ezaki{>n t+•hir.h i,: ablc; end t•rillih; to serve th:: lands oti:n_:: :.•y second {+arty which arc now de+:elo;~ad tones-thee :•:t•th ar., additi:.--'1 lands as s?~ond party is •~ozmi.ttsci to d^vF•loF . Tn L•h: ev= nt l';r: first ;urstirc.. r`t:i 1 t~ t~; ^x=~ maid prl~u i.^g .^nd di5trihut.[cn fneil'.+:ieM, :,nd nar r•CiUSC t~ <a C:yp ;t an:i <l?.CI'OSE? oi` Fns.. ~'+.'uSt ~ tJ~itGr luc•nt zee i•,er,::n +-rnvid•ir?, in suo^ a •~~rnn~r zs re^ TdHho 0:•.:art:n~rt; of FF>ialt;t end s4a1F::ro teen said Jro in defat:lt +:nd +:h.: s.:•=cn-i ;.r«r.ty ..'.all h~r.r> the all tirr•~_ :. .:r.c;.r u,~n Lnu ;era;.^rk: qr t:h= first •-i h~.^. :, rr,;1,', :J :CS`:rm till f:rQCOC'o.:S •._C:?5G]rY . iS.:. ;.:? t:Y: tn: ;~ur.;:c,sc an ± intent' ci this :rant of ^•~s~ai a;;: nx!,rtaict -!~' t~ncilltire, ir.:'lo°,'trg the Opain and maintain ularly Ca±? or sewage eff-- ccJ by t`:i: ~t {rarti~s sha11 ~fht at .a n;: and rti~s, n3 h=~rei:~ 9 COnS].~tQnt t and to c,:_ ral~• n, alteration r~a as"~.~~•m;~luLe ~.nce~oft §aidaf ~ci~ tietlsbyhsa3 latirst~Pa~tLds~'~~t~s Zi ~ Ft ei ~ . ~~,} . ydtuia7 eorr, r;;n a.,ian to which ithe first parties wbui~ ot)Yd':Gw~~,~ ~r° -eat':kx~lad. s?rall br, forre.lt<d ,as payment ox as part Ibayment it's ('~{~+ 5L~C'ohd par'tp. For such oparati:on and maintenance in 7additi,on ;•{A °•y~. ': ~~~; ~'~:lxr.;;'1Ter "award fo'r damagae ~as la Court of proper ~uri~tlictianr_,~~,~iy~• -, ,z ~ ~~ This permanent easem nt;and loan arseemsnt sha}' be r..cr - the of ire oP the Ada count, ''Recorder »nd the obligation to ~~~.~~- '~~ and dispose of the waste water and savage esf luent ias he_•ein ipro-z~,~r~ '~~ Vided shall be appurtenant to vnd r:onstitute a covenant that 'cvr;•S: y4ir j.. ,~' vrith~ the lands I:urein descriGed. First (iarti®s do ~hezeby g:i~fep%~~° fn•."', k _ ~ cull and conVZy unhp second Harty an nppurt en»nt a Ifirnative.~a'f',+T,'~` petual and p=_rmanent easement: anU right-•of-wa`li e:cc~pt as here,5,'',n%r£ ~; etharwisa providzdr as necossary to carry out the 1;ntents and={ii{i^;,~,;i7t~ poses of this pezmanent easem°ant and loan agreement; so as tb disriiA,~ ~' I of such waste vaatex and sevrage cf.-"luent in the manger herein proVi+i~' As further and addi t.tonal considerat ice for tije permanent aaseW_kp • meet and lean a;re'sent secnnC~party »greas to ldari the sum of. ~.'`~', 530,000.00 to First paz. =ies concurrcrt u;ith the erecuttoa of this ~~ ¢~,. permanznt aasom?nt and loan agrnt<m•;nt. Sar,.;, loan shall b:a s~?cured ~y a mortg»ge wve:•1 ng First p=.tti2a' larr_'s end shin be r.'~_,»id as iol lows :~ I ~, ~~ The sum a? foi,lJCG.GO shill `ve p-aid on or betokz January 1, 1997;., and'ar. adtlitlonal 51, G40.00 shall he Fa1d m or be}`or.^_ January 1, ]970. 2ha sue of :_, OOO.OG shall h? paid nn of beEcze January 1, ~~~, 1~37Y, end liX.<~ r»;+~ents of 3E,OC0. 00 shall be• unid~ nn al' b"P n!-r.~ .t ,i a.^.ua ry ] of n•ch r+nd av=ry-7var thvrcat r..r u::CS1 ouch tSms+ as seed loan has be°-~ 'u11y.~aid. Said ~^G, U!%O.OU loan sl'all not bear intare9t ,Unless ue~pnd ;•arty ~~-Cgrrric as tt: •rr, il: vil.ll be unable Co meet t't ~e r. aGUir :•mcnts of tb: 'ldahc ~ rbn•: rat a.` Haalth and Welfarn, or o'tlYOrs, for i'ur lhac' re1::;.~=~nt.•o~` as yro;.orty ~. ' S:; cri nd ?arty sh+;ll i+.•a •..'rl tten nonce ' to r!rst ~rtios ii the rgv~laSm: nt cnntwmpi4C2d annoC aro•?ed in y;hr cn ..~Poq` .'_r:.t {.artl~as a~rn_e to ,ay i.ntetust t secor.-1 Party a.t ,ryr. p•,.,p r. ;, in p•:r 3nnvn fr::7. t`: ~ dnt- of once i;r of tF. i• Loan. 1< .,: .,•.: ,. ~•.:>. •3br:; r,a C?,:c, (u.hicF, •-111 be g! un only Lf adtlltion5l ..•,..t. c,:,u ~: : ra:: •.,;). ~•_', ot'_iqu CS•ons of [..Kst oarti cs lnc ludi ng• :h• ±..,~.....:'.~ .:; t"1-~n L:n^ia~'.:; C`. :hdiC land ?x311 C345fl sad txzm- ~1^ i ~~ " z'~ ~ a !r ~~. q ~ ..: e'a'r 4~t 5f:~.~~ . Y ~Xj ~~{~, t5 z ~F~~rc~ SA~r~3r',Y~'}et}'~ na' •<lan~l.,rzxrdSpaL i~rld int~rev~~ ~~"8~~~' e . s~e~.*~7yr"iTSa~: ap9 ~ti~ ~itL't ~moctr~t of principal tt~ra; xn~e~ jt F `"~ ba:irt' Ylt%Ltlt7e' .~!'-". a:Pd paya(t7:e oh^ 'JeaY oftar. Y~'fi'ly'I3 tt~`S~yY~w- +~','xni`6~ti no t~.ec-by yi>:a't parties, £rotA the second pa.ttL..~tyat ~hlek.~s. ~iSBj.'+e~eAd de dolcphent a5 contempt aced here i.n cannot be jromplal~~~a~ yy ~u'r'~har !oVelo,.r_nt ~annoi. De made fur any repsriti ~s dC taxri~~s rii~?.~ (:fi{'o: acb r;d party, then s~roud party 9ha11 eY•ecu to ~nd da liai~;.£tr~'ff f}q fkYSt. partla5 such docurpents as will La necessary o rnlisv;r z~~ ~~",;H'se lands owhed by first p3rtles of the burden of aaS pexmaiten ,`-s; XP the development proceeUs as contempleL•od by tiis pernahe'tii`2,'~,~ ea5efnent an•f loan Byre9Nent, (i!n which event first,paftias aha11'-~ 'not be•~raquired to pay intezest on said 530,000.00 ?can) first j ac;(; parties shall ba required to Gay annual payments on t{ie loan ins ihstal3ments of 51, 000.Ob per year far 'two years and 32, OOO.CG '•.{ per year thereafter as here Snabova provided until paid in fVll. It is aryreed that said annual compensation paymeintG to i$I35t -!` parties of :u2, 000.00 shall ne•adjus red in acr_o.denco ~rSth the - consumer price indea fnr each gear as compared to the January, 197& consun::r ,.rice index wben~s~lch inric:c should evS die nre a Eluc- i tuatlon of i'4 cr Wore. ~ i In the :event it bscom~s r.>;:oesary for any pasty Ito this a9reemant to inst.ttute local pcoc^_=_dings to en`orce L'he terms and conditions sf thls ayreenenta khe party grevai ling Sri any such action stall U^ entitlwi tv retovzr reasonn:.la attor$ey fees, as dFtermined ry tna Co~.rrt, in additier. +:o other costs and relief . ^. be ensnts hnreln contained shall bind, and t(~e; benaf its Wart advant:gs hvreoi inure to', t:he resp•: ~cti•:e h>...trsi personal xcp- rasaneati:•>.:, succ+~ssoYS and 31551 ins Oi CnP, p~A'tl.^.3 i}Y. Yety• I:: 4JX ~':35b V:HBR53F, f.'_rst: Ferri"s i'e_• hr-.r,:untosu b- scrlbed thou n:~m-?s an9 second' perry =++•,• hr.Y_unto ca~s°_d its cocp- orato n>m> to n° subucribed ani Sts Heal to b~ affix_d all ac of the dey aro leer 3n thls a;ceeraent first ab:av:_ wri tt.n. P:'.ft^l iiiti -SC•'v.fi'v7~53'~ilt:VSLOFPoa`q'T CB?u'.~~.! I.:C. y^~, ~.~ A.£E$T; • J~.' ! ! -.JSG ?T.dTs a~/ ~,~ ~u 7'~ii t~^`f~'~/i ~+ t~ eNJ~X isy ~ t t .7~_F~'~',~ ` ` f"~ Fj3~ ~h~k~~t' ~ ~ i ~~I ~k~~~f ~~ N ~~m~~vl. ~ k ~~' (~ F ~~, , ~~gg 7~1, a bf Apri 1,. (1h76, befbte me, the a ders`al~xpy ' ~ On tih}5 (J~ ~' Y ~ 8 JJp'~dry Pttb7ib' in-~a'nd far sand- Staff:?, P°-rsonal lY apPe~reU 91;Sk.~"T (,{i~. yJ~rb'G~n aped Sandra A. Hansen, husband and wipe, Knov7rl to m~ ~~ ~x~ ~ ba {;Jie per a'vns alhosa nam?s are tiubseribed to the withi InrttrU;`r~ uA{ m'p,7pt.J ~•and acknowledryed to me that they erecuted the same J' ,Irl L4ITtJE55 SVHER~OF, I have jhereurtto set my hand and affigeci'~ iR~~• ''. ~my official seal, the day and yeas in this ceYtifiCate; zarst ahtFv'al'~ written. - . `.<'~ i ,'• •... i ~~. ~ rjai ii7/ i ti- •. ii~ptary Publir_ for Idaho ~Residin9 at SoiseJ Idaho •. `p` I STATZ OF IOArO, ( as. i . COUIJT'L, OP AUA, ! On this '~ da`l o~ April, 11976, bxfore m^, ~th^ upd^rsi9red, i a P!otary Public in and for said State, perannal ly apP~arad Samna: .7niinsbn, kno"~n to me to be ~h.i Presid^n:: d: Seuth'••'~aat Oava7opnent Company, Inc. that es?cutad the within and fore9o.in<1 jlnr. trument, aril adY,nawledS'-d to me that such cprPorat!on er.?cutreJ the sam<:- TN :YITF:65> 41HER1:0<', I hav3 hereunto s^t my han~7 ;nod aifiued my o'•fici.al Beal, the day and :yaar !n `.his c°rtif icaf ~: first ab,+ve~ xrittvn. $ni: a 4W a ~~: `/L~ i ~ ! 9.96sov~.~ss ~' STATE F IDA80 ) ! } 6B. County of Ada' ~ ) O this / day oP Augustr 1895, beEbrB me, a Otary ~. Public persOria].ly appeared bavid -, Page and Ellan J. Slake • known a m0 of identified t0 me tolbe the Pzesident aad secret ry, respectively, of MERIDIAN HEIpHTS WATER ~ SEWER ASSOC T20N, INC, and acknawledged~to me that sucri CO oration exeeut d the game. 2 WITNE38 WHEREOF, I have hereunto set my hand d official seal, he day and year in thieie r~ ~o ~ ritten. •::. Nota. Bub1i or~Id ho r j "~~ Resi~ng at s ~c7 _,,;,,;,,,,,. ~ 6Sy Commission F+7ipire6:__S% a 70c7rt i e. ., • ~S ,n..~.m~..y... ~ •, ~ ~ . ~p ~''~ it O Tq,s~?Y ' : v: AGO`rt ', 'z'F +' ......: ~xANS' k i i F PBRPETDAL EASEMENT - 6 .1 . _, s aa~q~s ~~ ~.-.,~ ~ r.r.,ro.a ADS +~ 3:nCv anc3 7 ^ + I. nor~pxo it corparatidn { "Association?') and pzovi.des as R$Cx'x`AL$ LamberC 3.s the owner of zeal. pxoperty in Ada xdaha, paxCzcu].ar~.y descr3.bad as fnll.awa: e s~iC b~ tYae Ng~ o~ 58Ct~.On ~5r Township 3 ISort R ge 1 west, East of the Aoxse Mex~.di.an in Ada C I o. ' E~. fi~ foregvxng described property is hexeinaEt descr ed as the "Pxogezby". i C. LambexC is successor in in`rexese 3n she Proge~ $Ceven M_ k7aneen and Sandra A. Hansen, husband and wife i"Hans "). p. on oz about floe 8th day of ~Apx~.l, ].976 Hansen Snuthw st Dave3opmmlt Company, 7CnC. ; a da.SSOlved Idaho coxpox tion (zfSouthwesti') entered iieto that aez-tain "l?+ Easem t and Loan Agreement" xecoxded with. the pffica + County RsenrdEix as zustzument No. 7613072 on or abouC I of Apr'1., x976, a Cop~r o£ wh~.oh as attached hexeto as ] $. fibs .AssacS.ati.on operates watex and sewex systE Mrrridi n Heig~aGS Subc'iivisiorzs Nos. 1, 2 and 3, ~CCOYdII oEEici 1 pla.tS thexeof f31.ed in theio££ice aP the xeco~ Ada ca ty, state Qf Idaho. ~. x'tle ASSOC:i.ation has, at all t3.mes xeJ.avanr art< hereto, has utfi.ized th,, Pxoperty ae a zany a~I,iaatior sewage e.E~I.uenG pursuant to alz regtYis3.te government pe zequir d for the d3schaxge aizd c'~3.sposal of waSGe WdGex ePE1ue t upon the pxogarty by 3.xxigatxon and pursuant t A izere o . 7,`he Assottiatian desires to ~ abCazn the easettierit Lambex~. Lambert desires to gxanG the Hasement to the ~! for th use of the pxaperty as described above. I 1 I GzzFsri'T ~ PSRk'$xUAL 33ASHMENT - 9. ! .,, Gv ISIT A. rsex'ving to the z for ixom Ezwisir o 19Ei~UU1~ i The Aavelopers of Meridian weights subdivi.sia` s Nos. ~., 2 and have consCructed and/or installed all infra-aCkucture, pipes, pumps,:aad other equipment necessary for Che application of th waste water and sewage effluent upon the Property. W, Tw6&EPOEE, fer and in consideration of the fuel covens is and:eondiCions containedihexein and othsz go d and . valuah a consideration, the partied agree as follows: 1. Lambert hereby conveys a i+erpstual Sasament t the nssoci tion on, over and upon property owned by Camber more aaxtic larly described as: e SW',j of the N8~ of Secticnlz5, Township 3 Nort , x ge s A7esC, Fs$Bt of the Boi3e Meridian, Ada Cou ty, NOS. 1 2 and 3 accozding to the official plats thexeoE, recorded with t e of$iCe Of the Ada COUnty RaCOrder CO t~8 BamEl@xtent as was so thwest 'Wider the terms of Exhibit A hereto. 5 'Che Easement granted herein by Lambert to the Associ Cion shall be on the same ta4ms and conditions s see Forth n Exhibit A hereto and the $i.,0oo.0o per year i dexefl payman payable to Lambert by the Association shasl be~the same annual payment reverenced in Exhibit A hereto and ehal not be in 2. The Ea,Sement granted by Lambert to khe ASSOeS.ation herein shall be perpetual except as set Forth in Exhih~t A hereto. i 3. The Association hereby acdepts the grant of t~e perpat al Basement Prom LambexC on 'the terms and oondi~ions set forth stein and in Exhibit A. 4 Pursuant to the Easement the Association shat} be wild is entitl d to use the Propexty as a land application site Eor waste water d sewage effluent from the water and sewer sysx~ems operat d by the Association serving Meridian weights S:abdivisions Further, Lambert and Che A6soeiatioa agree th ns of Exhibit A hereto related Co a loan or to t to Hansen shall be of ne ~oxce or eEEect as and the A66oCiaCion. Chose made by t GItA2TT PERPE~'UA7. EAS$[hF.N.C - 2 I_ ,. .. .. '1 .. . ._._.~.. 7 7t S.s agreed Ghat Lambert and t3~eir successor in owners ip a~ the Property shall. be obligated to c:ontin a to take sand w sts water azad sewage eEEluent and dxepose of the same an the pr gexty until. such time as an area-wide central sewage system is available which is willing, able and capable of c~ern.3.ng Meridl Heights Stabdiv3.sions Pros. ]., 2 and 3, together with any other ubdivision in which tki.e lit owners became members of the Assaci floc. Iu such event, eztherjparty hereto ~n,~ terminate tk~is B lament and tTae payments to Lambert hezeunder shill cease. Q Lambert steal]. pay a3.~. cosh Eor electricity consumed in the op ration of the pump which pum,pps the waste water and sewage eLf.Yue t onto the pxopsx'Cy, Latnber~ shall be responsible for opex-at on and maintenance off' the di~charge pump and ai trvbtion faci2i ies. TYte Association shail,iat its cast, maim in such facili ies to the inlet of the pump`. 9 zn the event Lambert fai2s;to operate anc~ mai Cara pumpin and distribution fac3,litieg and particularly i~ the event Camber Eai19 or refuses to accept and dispose of said waste water d sewage eEfl.uent from the J~esociation as harem. provid d, in such a manner as xequ~i.red by the Idaho Department of . Health and FyeTfare, then, and in such event, Lambert s ~.~. be in dePaul of the terms of this C3xant of Perpetual L~aseme t and the Assaci flan sbal.x knave the right at any and all. Eirttes o enter upon t e Property azzd perform all processes necessary and cansis ant w~.th the purpose and intent of this Grant a~ perpetual k,aseme t and ~o operate and maintain saa.d Eacalities including tha op ration,; a7.teration, repair or reconstruction o.f~the irriga ion disposal system ~.ocated Zupan the Property a}xd to perfo tha dut~.es of Lambert and to xecaver any and a~,l costs and da ages including, but not limited ea the annual payments to Camber annual. performance and in jtkxe event of atiy such defatt2t in th operation and maintenance of such facility by L~mbext, the enCtr annual compensation to whicYi Lambert would oChezwise ba entit3. d hereunder,,sha7.l be forte9;ted as paymenC or as part payma Co tk1~ Association for such operation and raain~enarxce zn addit n tv any further awar8 Por ~]amages as a court of propel juris 'ctiorl may determine. 0. 7'ha.8 C3reunt of pexpeCUal Basement shsxl be retarded in the o Eice a£ the Ada County ttecorder and the obligation to take and dispose of the waste water and sevrage effluent as ~ere~.n pro ad shall be appurtepant to and constitute a cove ant that run_.~ ,.e Property. Lambert hexebygives, grants, sez~.s and aoriire s unto the Assoca.atian an QEEirmative, pexpetua]. easement and x' ght-of-~crdy, except ag harem j orhexv~ise prava.ded, as may be Hates axy to Garry ouC the intent aA8 purposes as set firth riarex to dispose of such waste water and sewage eEEl.v~ent a.n the manna herein provided. GRANT ~OF BERBIsTUA'i, SASBMBNx - 3 -- i. _...._... -- i~ '~ .g ~' ~ I i i This 6raat oP Perpetual Casement 3nCOYpOYate,3 by rePere Ce th@ terms, conditions and previsions of L+xhiktit A hereto except those provisions desling with the loan r loans made 4 southwest to Hansen. In ttie event a»y of the arms, Condit one or :provisions of Exhibit, A aza in conflict ith or differ rit than the Germs, aonditio s pr provisions hereof, Che terms, conditions and provisions hgrepE shall control. 1 Except to the extent desoribed in section 1 , above, this i strement constitutes and contains the entire a ~reement aE Che pa ties and supersedes and merrgges all other prior) unders endings and/or agreements b$twaen the parties, ~P any, whethe verbal or written. 1 This agreement shall inure to and be binding` upon the partia hereto and their heirs, personal representatives, SRCCaB ors and as5tgns. 1 The failure of a party hezetn to insist upozi strict perfo Ce or observance of this ~groemant shall not ~ie a waiver oP a»y breach of any terms ox conditions of this agreement by arty other arty. 1 In the event any provision or section of tlii's agreement confli is with applicable law, or is othorwise held td be unenfo ceable, the remaining provisions shall nevertheless be enforc able and carried into efiEecG. The parties hereto agree~to eX6eute any other documenCs required to gully effectuate the intanCions of this 1 In the event of any litigation arising underF, or as a result of, this agreement or arising from any of Che fiats to be perfo ed hereunder or the alleged breach of this agreement, the prevai. in3r patty shall recover itS;Cpnts and Se850nabJ,@ attOrneyS fees. 1 This agreement 5ha11 be governed and intsrp~eted by the laws o the state of xdaho. ~ i 1 No amendment, alteration~or modiPiaation of this agree+~{ent sba11 be ePPective unless made in writing ax~d duly execut,'ed by the parties hereto. I GRANT IOF PERPETUAL gASS[+~rrr - s f J WITNB$3 WxER80F, the parties have hereunto :at and made it e£Eeetive as liereiaahove pro' this MEF.TDIAN' HESaBTS WATIiR & S7;WER ASSOCSA'SSON,/SNC. Pxesidant ~ $TATB count pexao; or ids the W~ 9afie, GRANT i ~Y~-f F IAATIO 3 ss, of Ada > this 9~ day of August, 199, 7~efore me, a loot 11.y appeaxed DONALD Y~AriIDERT and BONNIE t.aamExm ti£3ed tq me to be the peregas whose names are 6u ain instrument and acknowledged tq me that they e WITNESS WHEItE08, T have hereunto set•rt~y hand a'. he day cad year in this certificate fisaC above //. ., n My P $ERHETDAL EASEMENT - 5 Public, m to me •ibed to ))~ ,t J~ ~' ! li tl : 'N,,'.'t ;'~ . --~.- . .. __ _ _... _ .,, _ I .C %ri7riU~ 1 ~utr( I1. tW1;11t an0 } 9AhapA A: tGlFdcp. Irvaband 7 and wttn_y ltYSt PtYtlaa 1 VSkfi ~ P~fpYA1n.11: XA4~in,'ljf An6 Spa17a1FSy OEgElAPtC4S ~ hdsn Aentek.iR C611NNYr:XcGr w 1 i aemM A[Ey. ~ i auY vvzepngnt [gscmtnk ana Yam Agtcen'-nt aad< and ent<rgd intn thin q' ^S day at ApYilr 14ada ty and >7gtwr_n San:(cn N. pAi4"Gn arK +«A::ppA II}Ul}Y( hvamna a:vt vLlva hgrYattrt Cetexc^.d Cv as pirst vactltt nms «GV:HL'tgp DclLftPIS:T NIGANI, Snt:., an 2dahv Corwtntlnn, heawtt<a xetermd to as «aC<N1 Party{ inch bt whcn agar hexeby apraa to tna (alicvlrvir liT3~8k'_'&Sytr, 4p zC'd&!S lSYaC parties own coal yippti2Y Sn ;da CoanLyr Sdahq pamtcvitrlp dgsctlbad art . 2ba Y/1( Ot the Wi of SOCL1on q4. ~iovdahlp 3 nPYChq 7tanpe 1 Mtaly P.N.{ aM, vncdtAS sacoM patty guns OC dtd aw ngridian Knfgats ++a. 1 $ubdlvlslan wh[rT 31ea rwar to timt pletles' piop<tty{ and, Nit«61« aaCan6 patty a01<m !e rvbdivde e2ditl<nai SagBY ad)aa<nt ~Ce !hq ...rna.ng lkYltlldn Relghka Hu. ; aamiwlalon{ rnd, N$LACAS Meridian Ital9hts Katoe arW Ywjt ,USaclatSoni Xn e. ass heratptnl'e pzgvldad and'u112 <vnttdva Ed provide vgkoY and esunt reNtsri ton Isla avadtvlslan ;xladlnp aWladdlLtenai eam}v1Y!<n, as saY M aPPrardd !+S' tM auG,vratlaa hsring )yCiadlattdn Ovat any au<h new avmlriaSani aaAr tnicaT,Ag. the SQMa «rPettmant a! Atalell ~aral KCiteca u33} eaeuiro the 1'aePL;q n! vats uatee aM aauage etllxenk irav Etk iapoonf t} fazvi n9 tuan sukdSVlslanp antl Eae tlfapvtittda a! save fy 3cciSatlan nvvn laew lands en eamtitlvns cagutna by Ede 7dahv aewemrnt nt NPaith a(d Kelfaca( axdi MIICPYAS the laMa, ovngd ay !lttt ptltl~a aYe near tha`lagaan nav atlstLeW and lagt<nie) to S+r m;it and Ise Sandi vhlch cpn he cnaranirntly lctignttd SYnt anga Sagaon(sl: ~rnd, tlltlpG,? fits! pastdea nrr vi L• nq to p~YtRiyAtt vlth naaend ivviy +¢laa reapack to taa G1lt06a1 a! tha wevta w<taY wu1 s<ropa +~Xh~32 q M eciluent an tas Eaa-iva anG condittona herolndttar provided. b`Ctr 'ri"_.!'.CFnnC, io. and In eon^ideratlan o_ the 6oras and tondiCit7ns ttcroln ronteirAd and the yn/raent to fStdtr pantries lrt tba azount ni 23,699.00 Fae yca„ itac+analnd on oaeanyat 31,eS th0 Ycne dtitinq vhich t.[cak prrtios e:e Yai7u.iecd to yvap and dlspoag a! too vatic watee mu1 savago ^ttlutnt as horoln provldad7 to >7e paSd by araeM pacly as heuina:tr^t Fcavld^d ahd sub~cee td 6ho aandlClan that second pactya ahnli have lndtallod ruck pur•pinq lactlltlea ak the pvin! of alaahatga teoa tna 1aCeenls) 7ffs aha11 b; r:qulrad by the xd~hc GapaC•UL'nt Or Health and MCISarc'ta the paLe•Y OY dlaCnorgr a! thc~punpt vlthout tosC to f!!at paiClCSy, tltC pertles agree a! leliows to in vnda:atoad sad agroc6 that sdco~+6 t:a.c:y ahsll e: St; COSt Surply rho pw, And O!lttt wrXS aceapteble iso the poct)ad era the 7drno cepettatna pC Hcolth and udlCatc~ to the point of nisahdrga 05 the saki pump •dnd tare! yvrtlas shall pcovlGa !hc anc:gy and Acans ct takirrq the vasto vatir ud acwaaq ct: Ivon! iron the. poln6 to the: Flrat yartloa• land 1nCiuding oil eiatri~utlan [aaillt~es ex say >,a •ragnlced ehrratoar. rlrs- p^rL Caa »ha11 bo tC3Mnd1730 [OY aperhtlon and natntenanco o! t7ia sold diachnrga troop and distribu- tion :aa111t1a0. Saeant party thnlir et ltd tpatt nnlntra3n avth Tacllikioa to the Iniat of tta pump. - St da ngrecd t.5nt iiznt partlro and bheSc suttes:oea in owaar~ shop of the ~f hrh of saattvn R5r Sownship ~ 7rorih~ Rangd L Kestr II.H•r 8h^3L Ar obligated Yo Conc!x+Va -o tnka the ^hid vasty v^tar Arid seVdya o!llvenk, baglnnlag et the said puvp d.algt end to d!^- pose o! some on tna 1n Ma noc^Sn dogetlbcd vnt11 lu ctl tine as an sra^ Hida ecnltel pevat aye ton it pab into O'peratSOn which 37 able and w3131a9 to carve the Sands a~ncd ty second party vhlah rca nav davrloped kogethao wlkh any addielon^1 laiNa•as a^cond party At pornltted to develop. I Tas !ho aranb Aho zirar p^ctias lrlL 40 oprrate and aeliLtala said puapL+y and dlatribution lac121li^aatrnd p^ntSevlatlY i^ii ar tafuae, to ateepE and dispose at raid vote water and aanag* alt-' SuanC as horrtn krovtdedr Sn avth a aaniw`r a! sdquirad by the Idaha.Depavkaiant pl Health ^nd xrltac. fhon said tiext parties rda31 ~ in dd'avit end rho tdcan6 party shall nova the right atr any and a;L ti+aas to rotor upon l1+r pco}wrty o! thr ticx! gar6letr sr hkttln darcxibada and to p~clYora all pt'ocesa^^ nccafsary and csn^Srt^nt with th^ perporo ^f+d intanb al lhla gran!`o! Qa^eppnt ^nd'to optCata sad nrlnlr.in paid tacSiltSca, Sncludlcq the opartr tion~ altsratS,on -2~ . 5 i „ T ` • ' ~•_ . o1r or rreanskrvetion of tho isrlgetlon disposal ayttax 1oeaWd said real proporty and peopaYiy t^orLaN the duttsZ o: raie Slrst rise and'recavar any and e1Y costa and deeagoa, including. but llaltcd to W~a sue pt khr eaitl 52,000.00 !pr such tlnnvai ;Mrs Wanda seer LR Eha ovant at eny auth coLaultl3n !ha vparattdn aaintaaanca a! acid tacilltitts t7 sue Ileac pastLvv, the entiro ua1 cvapenaation to which the tisat poetical mould othewise,b~ ttlRd. shall Lc tar[vLtad eY payaant or as pert payaant to tba sad party Cor aue1+ oparntien~and netnten^nce in addition to any Chet award Cot dantges a4 R COtir: of propoc~~uriadictlen should This pv_-osnent seacmant rqd loan ^q:aeaanp shall Air ~ccartled Ln e oilLe: tic the hda County RaeorCc; and th0 obligatSan tv t^ka ! Otaroea o! the rOSta vnGa: and aeva96 ottl~ont ea hkrolh pYO- 1Cd shall bo epFUtC^-aanb to •nd ttonstLlubv e!eoreavna ttiat tuna :h tho lands htreln dtscrlbad. F.rst pettia~ da hercbr givo, grant, l1 ana eamoY unto aeean4 party 6.~ btputtcnan: 7t:iraatiVO rE;+ ;Val Ond pot~aacnt aaacaant and rightwtwoyj aytaept ax :farain iorvtsa groYSded, es naeaasaty tv eerr/ out the intents end pue.- ~ea oC lhle pnmanent eaNpent an4 Joan eg:acnent eo ~ to diapo7t such vaatn water am seua9a olilu.na Sn thnl a+^ncar he:ain provided. Its Cuithtr and Addi:ivnal com idaration for the totaanent raSe- it and loan ageautont secvna tarty apteao to~loen the sue ai 1,000.00 to itcsk parties coneurronL with the exocukian or !hie ~aanant ecicment snd lace agcnraenk. Such loop shall ba seeurod e dast9a9n cnvaxinq tirsS par`rica.~ Sande and /hell ba re?aid as r lo+n = 'She 'sum o! 51,000,00 shell be paid on or belote January 3, 1917, I an ndditipnal SS,OOD,04.a1u11 7Wr pale on ar bciore JanvaLy 1, ... i ins aw v! s7,er00.00 shall be paid on ar ~ietore January lr 79e and 1lks payoanle of S~,pOD.00 shall bs peid on os bctora ,vary 1 v[ each and ovecy goer tharaaLter unbii such !Sac as Dale .n has troen l~SxY paid. Said L~n,O00.0O loan nhail not Laver Lntar~at unless second rty dotot?Lnes t11ak St will ba uaeb7a to acct the eoquireaants of n sdaho Liparemenk at ,tnai6n and waliaee, oc athrrar Sor further relapmcet~ot its- property. Sacpnd paslp ,ha7.l fliv4 vrihkra rwrtlca ilr^ti pactsas Sf Chi dovloygant aantcoplatad cannot proeoad Sn Leh aYenL~~ll tat paekief sgrao to Day interest to aaeona Dar Cy at r tats at'l0% pee annuar Tram the data of eedeSpt of iris Soen. zs :Wad yacty gL~as such nOCite~ ftihiah wS12 A4~piran only tP •dd~tStlnal ialovaana aa7sabt pseCCad) all oblLfa floes v[~ Sla^C partinf ancludxnq , pornanent Caress Funning ulkh !hail land eha1l cesaa esd foist.. _ ~ ~-'7- 1ntt0v wxropC !oi p-yoont o[ the prlatiga2 an'd Sntrraat an thr dUtatsndtrrJ loan an6 Ehi lu22 aaount of prinelFrl and Sntocoat ouinQ OhaL1 Daeooa duo and payabla ana ytac FLtar rrealpt of vrSttat+ nptlca by Bret pactlra trap thr sooGnd prrty teat khr propo:od ctrvolopoant as eonto~plaErd hacaln unnot Da aeaplatad. Zl luYtha'~ dovaivparnt ¢innoC br rad~ for my reason as datardSnoB try th^ aaeorW p-sty, kbea arcond prrty MstT~axecVCO and driivar bo tilat partira au4h docuaanti ar v11i ». wcai•ary ko roliavo tha irndt~ovnsd AY first paretea a! tho hurdan a: skid pawnant ~Yt tha darotopnant proraeda rD cantlaplotad by this parnannnt dremant i~nd loan +gr~+neet+ tin which avonC Brat partikr ahrli not ~• cogvlrad to pay Sntarait on aatd lSO~Oop.OD ioan7 first partioa aha11 >w raqulc4d to pay annual payrifnta on tha Iaan in tnrealleanta of SI,OD0.00 pre your tae tvp yaaes red 37~000.GO pot yoar thoroart.r ea ha.-oinabova prevkdtdluntil yatd Sn lull. YE 3r aprud thrt aald annum eoaplna.kion paymanta to first parEloa,of 51,0~0.0o Ohall ba adavs;a4 !n ActVC4onCa ++Sth tBQ conauaac yrtor inCex for each yaar ar conparcd ko tho January, 19y8 comuaar prico 3nd4x khan auah tnJax atoutd avidancr a tiuo.. tuatton o': SX or ~rora.' xn th. avant St baeamrr nrcaraacy for ~ny parEy to khis aquaaont to initlEUta tapni procaadtngr to aniocca tha tecma orA conditions of thta agroaatnt, thr Far:y p~ois111np in any ouch ertlon shall by entitled to recover rasaonritio nEtoznay I4or~ as aoterulnra by tha rovrt, in rddltlOn to othgc coakr and rolirt. ^.ha eevenanti haxrtn wntainad ahatl BXnd, and tho banatits and advantaoca hcrrot inure to, the rrsxectlva h^lra~ parfonrl Ybp- rciankatlLvas, aueuaaora and asaignr of lhr~pareigs hazato. SJt MIT11CY3 YY1CRtal. :trst prrtior »-vr harwnto rub- atrihad•thrir tt-aaa and saeond party has hr;aunro aauaed its coep- orata paria to Aa subacrined end its anal tO~bs ailixod all ar of • the day and yore Ln this agxroarmt link above ~c4tton. 1;- ',fin ~~ tavea~~.nron Sindra A.'Aanscn . y1AS7 .P:1A?,IGS i -6oUYh~D~Ytto7MSUR•CORP !Kr-INC. ATSTSYY f .. S.C i ~, / ~~.~~ ~„ 1.,~.~' f~~i +~r~-t... ~• .~ •M1• • ~ , Ya7 qn / sCesetry ~ J 5LCOND DAR'rY ~, r .-.tom ~~ I .~;:-: . ~ ./ STAZC Oa' 1a31tOr i as. GVpx2y Oy ABAr 1'• On Lhia ~~dey ¢: Ayrllp 19'16r M[a5e an, tfi¢ vaavkaigopd, s Ngtec'y ~PuDl!¢ to xnd fop aatd SGaesr Pe~anbiSy appeased Skgvan M. Nan:¢r1 and Smdta A. Nendanr hpdband aaa vi[¢r knom La nb to M bhe pnasaaa whgxq rtwns aso subaeel3od [o !hq vlthln lNtty- c¢nq aM aekpowiedged to ao CNe! trtay apaeYEnd Lnn aeaa. IP YItfF38 N1IEAEPPx 1 nagq harp¢nta iRt xy Woad ann atflaad qy gftletal xa1, kha 6sy ptYf year !n this ~;caf41f1¢aka tSpab elvvo wflttfn/ ' ' •e.•r'.:~~y~ ~ot~Y YO e'"'nr "Ya~ ~v. R¢atdtnq a~ Ibiaea Iaahq ..~ ; SZ3:0 OF IOAIWa I 51 ea. COUN[Y OP A0.ir • On Lh#y.~.Oty O[ aptSir 1978r be[oc!'>ar the vneanl9~wdr x IIoteyy Publl¢ in and tar apid Stxt¢. ppp~onnlly eppaaced SOanpC x. Jahngan, knam to wr to be the Pxeaidant e! StlUthveaU Oavaiopdonk Ceeppnyt Xne. thn6 raq¢Yled the wl thSn uu{ teryging SnakrYagnl. end xCluntgledgxd Cq N UILt 3YCF Cgfpgte6lbn eFaW k¢a tNa OdPi. Ili:'V1[nCS9 taIlERCByr 2 L0.ve hecsuntp xk ny hand aad att3>:ad ey gtalela3 seal, Ghe day and ytar Sn tnla nskttigate that above vrtktan. ip ~.r/R .%' ~?.nlfi • Tro pp uq3 a tos teen ReaShcnq xh ao3rc, Saeho T¢IYHaY1¢MartrMtev ~ U / . A~~ a/Y et • ~6~ ~.ISCiM 1 ~ . ~~ -5~ EXHIBIT C Centers 40 acres legal description A parcel of land being the SW'/a of the NE'/4 of Section 25, Township 3 North, Range 1 West, Boise, Meridian, Ada County, Idaho. Said parcel containing 40 acres, more or less. EXHIBIT D Centers 152 +/- acres legal description A parcel of land located in the NE'/< and the W Yz of Section 25, Township 3 North, Range 1 West, Boise Meridian, Ada County, Idaho, and more particularly described as follows: COMMENCING at a 5/8" iron pin monument marking the N '/a corner of said Section 25, from which a 5/8" iron pin monument marking the northwest corner of said section bears North 89°42'27" West, 2640.22 feet; thence along the north boundary of the NW Y< of said Section 25 North 89°42'27" West, 2640.22 feet to the NW corner of said Section 25; thence along the west boundary of the NW '/a of the NW '/< of said Section 25 South OD°15'21" West, 1325.72 feel to the SW corner of said NW Y, of the NW 1/4, the POINT OF BEGINNING; Thence along the south boundary of said NW '/< of the NW Y< South 89°45'13" East, 1321.85 feet to the SE corner of said NW Y< of the NW %, said point being the southwesterly corner of Kentucky Ridge Estatos Subdivision, as filed for record in Book 70 of Plats at Page 7191, records of Ada County, Idaho; Thence along the southerly boundary o(said Kentucky Ridge Estates Subdivision, the southerly boundary of Kentucky Ridge Estates Subdivision No. 2, as filed for record in Book 72 of Plats at Page 7389, records of Ada County, Idaho, and the south boundary of the NE '/< of the NW '/< of said Section 25 South 89°45'13" East, 1322.02 feet to the SE corner of said NE Y< of the NW '/<; Thence continuing along the southerly boundary of said Kentucky Ridge Estates Subdivision No. 2 and of said Kentucky Ridge Estates Subdivision and the extension thereof, and along the south boundary of the NW '/< of the NE % of said Section 25 South 89°44'41" East, 1320.12 feet to the SE corner of said NW Y of the NE '/,, said point being on the extension of the westerly boundary of Meridian Heights Subdivision No. 3, as filed for record in Book 62 of Plats at Page 6274, records of Ada County, Idaho; Thence along said westerly boundary and extension thereof, and the west boundary of the SW '/< of the NE '/< of said Section 25 South 00°04'50" Wost, 1323.11 feet to the southwesterly corner of said Meridian Heights Subdivision No. 3, said point also being the SE corner of said SW '/< of the NE %; thence leaving said westerly boundary and along the south boundary of said SW % of the NE North 89°44'53" West, 1320,21 feet to the Center'/< corner of said Section 25, said point being the NE corner of Parcel B as shown on Record of Survey No. 5104, records of Ada County, Idaho; Thence along the southerly and westerly boundary of said Parcel B: Thence South 00°05'29" West (formerly South 00°09'52" East), 1324.03 feet to the SE corner of said Parcel B; EXHIBIT D Centers 152 +/- acres legal description (continued) Thence North 89°51'36" West (formerly South 89°53'03" West), 1829.22 feet to the southwesterly corner of said Parcel B; Thence North 41 °46'40" West (formerly North 42°02'00" West), 913.60 feet; Thence North 44°06'40" West (formerly North 44°22'00" West), 45.00 feet; Thence North 59°37'40" West (formerly North 59°53'00" West), 42.00 feet; Thence North 70°50'40" West (formerly Norih 71°06'00" Wesl), 50.00 feet; Thence North 83°13'05" Wesl (formerly Norih 83°28'25" West), 95.25 feet to a point on the west boundary of the SW '/< of said Section 25; Thence along said west boundary North 00°09'31" East (formerly North 00°05'50" West), 565.72 feet to the W '/a corner of said Section 25, the NW corner of said Parcel B; Thence leaving the boundary of said Parcel B and along the west boundary of the NW '/< of said Section 25 North 00°15'21" East, 1325.90 feet to the POINT OF BEGINNING. EXCLUDING THEREFROM: A parcel of land being the SW'/< of the NE'/4 of Section 25, Township 3 North, Range 1 West, Boise, Meridian, Ada County, Idaho. EXHIBIT E Hansen Property legal description Tha ttorthHOnt quartor of the Northoaat quartor of. Sartion 2S, Tq•„nahip 3 north, Rango L 4tEa t, Doiae Korid inn, Adn County, Idaho. GXCEPl' a portion of land lying Sn the 17orthv;aat quartor of the Northeaot quartor of saation 25, To,vYiship 3 North, Rango 1 t46at, Boiso Fler#dian, Ada County, Idaho, Rora particularly described by motae and bovnda as Eollowe, Canmoncing at the Northoaat corner of the Northoaat quarter of Section 25, Too-mehip 3 North, Range 1 Flast, Dnisa Moridian end rvnning .yorth a4°43'11' 47eat, 1,319.73 feot along the Northerly boundary of the aaid Northeast quarter aF Section 2G to a point marRfng the Northeast corner of the Nortix-real quarter of Cho avid Northeaot qunrtar of section 25, aaid point bafng Che TRUE POIPiT Oir DSt32:7N ItGCI; Chenco couch D°04'50° Noot, 1,293.07 feet along tbo Snstorly boundary of Cho said rtorthrrast quartor of the Northeast quartor of .Sentioix 25 to a point that bee ra North 0°04'50° ease, 30.00 feet front Cha Southaaat corner of Cho sold 7lorthrcaat quartur of Cho Northeast quartor aP seotion 257 thenno North 89°47'26° 47eaC, 55,00 feat along a Lina parallel to and 30.00 feet Northerly frog the Southerly boundary of Cho said uarthweat quartor of the Northeast quartor of Sacrion 25 to a point? thonno North 31°18'38° 4•teat, 365.69 feat to a pofnt7 thenca North 0°04'50° East, 240,00 foot along a line pazallol to and 245.57 Eoet 4icatorly Erom the paid Eastorly boundary of th0 Northt,•onC quart:oY of Cho Northoaot quartor of Section 25 to a point on Cho contoriino of Cho Ridenbaugh Caxial7 thonne along aaid cantorlina nP th0 Ridanbaugh Canal Cho follo'nfny covraas and dinrancoo, Nnrth 24°00'00" wort, 395.00 feot tq a point of curve? Chenco Narthweaterly 99.12 faeC along a curve to rho right having a zadiuo of J05-45 fact, a tangent of 50.00 feet, a deflaetion angle of 18°35'39" right and whoso long chord bears NOrth 14°42'1J" 4ieat, 98.69 foot to a point of tangontr thanes North 5°24'26" 4fe6t, 125.99 foot to a point of gurus; thonce Nozthweatarly 248.23 feat along a curve Co the lafL' having a radius oP 857.28 feat, a tangent of 125.00 feat, a dofloction angle aP 16<35'34" left and whose Long chord boars North 13°42'13° f9ost, 247.30 feat to a point of tangent? thenca North 22°00'00" Nsat, 11-tl0 lost to a point on the aaid Northerly boundary oP eho Northeaot ryuorter of Sootion 257 Chenco loaving aaid conterlino of the Ridmxbaugb Canal and runnfng South 84°93'11° Naet, 967.00 foal along the said Northerly boundary of Cho Iortheast quaxtar of 3anCion 25 to Cho p01NT OP BfXiINN12,Yi. AND EXCEPT a paroel Of Land being a portion of the Northwest quarter of the Noxtheast quarter of Section z5, ToNrrship 3 Rorth, Rango 1 fleet, Doise 14eridian, Ada Cnunty, Idaho and Wore particularly described as follower Beginning at an aluminum asp narking the NorthoaaC corner of the North4:eae quarter of Cho Northeast quartor of suction 25, Toomahip 3 North, Rango 1 Neat, Flofae Noridian, Ada County, idahgr theneo along the Northerly boundary of rho aaid NorthrroaC quarter of Cho t7oztheaat quarter of (oontinuad) EXHIBIT E Hansen Property legal description (continued) GEtlAG DEBCRSPmSl1N (Oantinnad} SbCCion 25, North 89°4Y Sl" Cleat, 1,JS9.57 foot to an iron pin marking tho Northnont cornor of said Northe¢st quartor of Cho Northeaat quarCerj thence 1¢aving said Northerly boundary and along tho P7oaCorly Uovndary of said Northeast quarter of the Northeast quarter south 0°05'51° Woat, 505.26 4eat to an iron pin, said iron pin being Cho REAL PDIt:P OF p5pINNINQi Chance 1eaving acid 4,oat¢rly boundary North SS°54'19" Eaat, 29.52 Cent to alt Sron pint thenco North 89°23'81" Ease, 528.00 feat to an iron pin; th¢nea South 88°28'51" Ebat, SB3.f5 feat to an Sron pin; thenc¢ South 78°4fi'31^ East, 375.27 Eeat to an iron pint Chonoe South 7°03'15" Eoae, 773.94 4oet to an Sron jtln on Cho Southerly bovndary of acid Northersnt quart¢Y of the Northeaat qunrtar; thenco many said soulhurly boundary NaY L•h 89°44'41' 41est, 796-15 fast to an iron pin marking she South'~~teat cornor of said Northv~ast quarter of Cho Northeast quarterF Chance 5¢nvirg said 9outhsrly boundary and along the Hasterly boundary of said ttorthwcat quarter 04 Cho NortheasC quarter North 0°05'55" Nast, 918.35 feat to Cho PpIN'C UN RN<dINNYNO. AND AL80 EXCEPT a parcel of land situated in tlt¢ Northwest quarter of the Northeaat quarter of Section 25, T¢`wtahip 3 North, Range 1 Yieat, eofse x:eridian, Ada County, Idaho, store particularly desaribad as followst Camr.¢neing at Cho Northviost Cornor of said Northo-tont quarter of the Noret,nant quartart thenco Naaterly along :torch boundary L•heraof, a dietane¢ of z00 feat to a point, the RELAY. POINT OF EEOINNIHt3; Chen¢¢ South parallel to Cho West boundary thereof, a distance of 220 feet to a point] thenoa East parallel to the North boundary theroo4, a distance o4 20o foot to a pafnt! thanc¢ North paraliol to Cho Moot boundary thoroof, a diaCanoa of 220 feet to a poinCt rhnn¢¢ 47eaterly along North boundary, a diatanoo of 200 feet to the RE4G POINT OF BF.gINNINO, ANll INCLUDING THE FOLLOWING PARCEL: EXHIBIT E Hansen Property legal description (continued) A parcel of land located in the NW '/< of the NE % of Section 25, Township 3 North, Range 1 West, Boise Meridian, Ada County, Idaho, more particularly described as follows: Commencing at the NW corner of said NW Y< of the NE Y<<; Thence along the north boundary of said NW Y of the NE'/n South 89°43'11" East, 200.00 feet to the Point of Beginning; Thence parallel to the west boundary of said NW'/ of the NE Y< South 00°04'50" West, 220.00 feet; Thence parallel to the north boundary of said NW % of the NE Y< South 89°43'11" East, 200.00 feet; Thence parallel to the west boundary of said NW '/< of the NE Ya North 00°04'50" East, 220.00 feet to a point on the north boundary of said NW '/< of the NE'/<; Thence along said north boundary North 89°43'11" West, 200.00 feet to the Point of Beginning. Said parcel containing 1.01 acres, more or less. EXHIBIT F DESCRIPTION OI' MHWSD WA'pEK SYSTEM Water System: All water rights, water storage reservoirs, groundwater wells and pumping facilities, distribution lines uid facilities including but not limited to water service lines, fire hydrants, valves and water meters, associated real property, fixtures, rights-of--way, and easements, permits, licenses, other improvements and appurtenances, and interests (other than Excluded Assets as defined in this Agreement), includiug the real property specifically identified on Exhibif A of this Agreement, as generally depicted and portrayed by the colored dashed lines on the map attached hereto, owned by the Meridian l~leights Water & Sewer District. \. s' ~-~ a. ~ ~~ aY~ 'T1 m 0 D r z m -I G7 m z 0 ~r . .t ~ ~ E Y ' " "' AjAjt ~ " ~ I l~i~tl" 1 II ~, ~ il. I , " 1•" ,I ~ ~ ~li ' ,i"° D D cn m ~~ m~ Z D ~~ I ",,' o '.~ . ..' ., ~~ yy ><_ ;, _~ ; L. z 'D m `_ 5 i I ~ ' -' -. ~ ~ \, ~\ :a~` ~ ~'" ! ~~1. ~ l;II j---c3~'~'Q--- ~>c II I L II ~ ONNER/DEVELOPER: PROJECT LOCr MEkLUti MDQ1T5 WATDi IJfiUpNl, PJARO ~~ ~~ ~: ;i,-- , Is -.. . ~ ~~ Mo. DY DATE DESifEIP EXHIBIT G llESCRIPTION OF MHWSD SEWER SYSTEM Sewer System: All sewer collection pipelines, associated real property, fixtures, rights-ot=way, and easements, permits, licenses, other improvements and appurtenances, and interests (other Chan Excluded Assets as defined in this Agreement), including the real property identified on Exhibif A of this Agreement, as generally depicted and portrayed by the solid green lines on the map attached hereto, owned by the Meridian Heights Water & Sewer System C X C ~~ m n °° ~ o~ °° o j ~ G Z G ; p c~ G7 Ui I' z p ~ Ca' r ~ cZi~~ _ ~ m ~ ~ O c o -~ z z 0 D ;; . t,;~ „. } ,~ `. au ~~ a swan w.oarrtc~ -.:'T ;_ -- ~` a ,_ . ~r.. s _~ r ~_ , ' ~ ~~ -,-= ~;~ J ~ ~. '~ -~ - (rya _ ~~ .,,a ; .M1,~ , ~.:, : s,~~ •€s: 1 ,.~..r. - I 'T?, __ '.. - ,'; a g I''; , ., ~, i o 11TLf! MERIDIAN HE]GH75 WATER OWNER/DEVElOPER: PROJECT LOCATION; No. BY DATE DESCRIPTION ANO SEINER DIS7RICi µ d~ NDdI~ TATER NEAIOIAM, IOANO i SEWETI IMPR04FMENTS ~~w.~n ~„~`~tl~ ~ P.0. 80%472 ~ In REV. A RVI,I RVMr CONSLLIINC R1C. . DDbdAN..ID BJ660 PROJECT CONTACT: RYAN V NORGNi P E w ww ~ . . . . _ K SNEET flNORCANOCERIRAylFCON v.l.=........ ....6....Tw.v avyu.s.vvu lnv uw Tvo.en aui~ avwu.rw.6 - rwvr{au - aoy crr Rvav - a~a~yw ` i~'~ ~: EXHIBIT H MHWSD CASH ASSETS Cash Assets of Meridian Heights Water & Sewer District (9/27/13): Main Checking Account (Zion's Bank) $ 28,860.31 Money Market Account (Zion's Bank) $115,652.66 Capital Improvement fund Account (Zion's Bank) $ 11,110.27 Bond Anticipation Note Account (Us Bvilc) $ 316.64 TOTAL $155,939.88 ExHrBrT r MHWSD OTHER REAL AND PERSONAL PROPERTY EXHIBIT "I" MHWSD Other Real Property/Personal Property Buildings Description Year Built Location Well House #1 1969 20 W. Harris Street/Meridian Heights Sub Well House #2 1992 344 W. Winnipeg Street/Meridian Heights Sub Well House #36 2011 936 Riodosa/Kentucky Ridge Estates Sub Sprinkler Shed 1992 345 W, Winnipeg/Meridian Heights Sub Sewage Pump House 1990 345 W. Winnipeg/Meridian Heights Sub Pipe Storage Building 2011 345 W. Winnipeg/Meridian Heights Sub Electrical Panel 1992 345 W. Winnipeg/Meridian Heights Sub Chlorinator Building 1992 345 W. Winnipeg/Meridian Heights Sub Office Equipment Description Location Office Desk 60x25x58" Clerk/Treasurer's Home Office Cart 32x20x32" Clerk/Treasurer's Home Lateral File30x20x27" Clerk/Treasurer's Home 2 Door Cabinet 29x20x30" Clerk/Treasurer's Home 2 door Cabinet-Locking 35x18x60" Clerk/Treasurer's Home Lenovo CD-Writer, DVD w/Keyboard Clerl</Treasurer's Home Dell Laptop Inspirion 0&M Lead Operator's Home Lenovo Monitor, LCD Color 23" Wide Clerk/Treasurer's Home Toshiba eStudio 2551c Printer-Leased Clerk/Treasurer's Home Equipment Description Location 2 Door Cabinet, Wall Mount 42x15x30" Well House #1 Aluminum Folding Step Ladder 22'Max Well House #1 Hand Tool, Landscaping Well House #1 2 Drawer Lateral File Cabinet 36" Well House #2 4 Drawer Lateral Locking 36" Well House #2 2 Door Cabinet, Wall Mount 42x15x30" Well House #2 3000 PSI 2.6 GPM Pressure Washer Well Hosue #2 Digital Chlorine Tester Well House #2 Digital Data Logger Well House #2 Wet/Dry 6.5 HP 16Ga1 Shop Vaccum Sprinkler Shed Electric Space Heater 15" Sprinkler Shed Hand Tool Sprinkler Shed Metal Come-a-long Hoist Sprinkler Shed Metal Drop Box Sprinkler Shed "Working" Signs (4) Small Sprinkler Shed Water Valve Tool Sprinkler Shed Exhibit I-MHWSD 9.27.13 EXHIBIT "I" files Description Location Archived Files Well House #2 Customer Files ClerkJTreasurer's Home FY2013 Files Clerk/Treasurer's Home FY2014 Files Clerk/Treasurer's Home Exhibit I-MHWSD 9.27.13 Exhibit I STREET LIGHT NUMBER STREET LIGHT LOCATION MHWSD OWNED IDAHO POWER OWNED MH01 S MERIDIAN RD/W BLOOMINGTON ~ x MH02 W BLOOMINGTON/W ROCKFORD ~ x MH03 BETWEEN 131/149 W ROCKFORD x MH04 S PEORIA WY/W ROCKFORD x MHOS - S PEORIA WY/W WINNIPEG _ - - I x H06 __. _ -_ S PEORIA WY/W BLOOMINGTON _ _ - ~__ j x MH07 _ - -- W BLOOMINGTON/S SPRINGFIELD x MH08 BETWEEN 3671/3691 S. SPRINGFIELD x MH09 BETWEEN 3601/3615 CARBONDALE x MH10 __ W BLOOMINGTON/HARRIS ____ ___--- ___T x - - _ KR11 KENTUCKY RIDGE PARK x ~ __ KR12 RIODOSA/S KENTUCKY WY x __ KR13 -- - HARTACK/S KENTUCKY WY ---- - - x KR14 W BLUE DOWNS/S KENTUCKY WY x _- KRIS ~ W BLUE DOWNS/ARCARO x - __ R16 _ - --- - ARCARO/RIODOSA -- x _- -_ - EXHIBIT J MHWSD WATER RIGHTS N N n '- ~ M ~ ~ ~ ~ m ~ m ~ p m H m m ~-+ m .+ m .-+ m ~" N '-I N N '-I N ti N ei N ~ ~~ N H ei M N N N N N N ~ a N N y O ~ ~ ti ti ~ N m N m \ O ~, . i m m , i 3 ~ 3 3 h w w w Z Z ~ o z z z w w p~ w w w z z ~ N N N ~ w w z w z w z Z Z Z Z Z Z p ~ w 3 3 3 3 3 3 ' ~n Z Z Z Z Z vi to ~n vi d C ° a - d V jp ~[ V V i+ ~ O - ~' ~ O C O v C N ~ W 6 v jp _ " ao o ~a E v E m m '° N O m 0 O , t y0 ? ~ - ' E ~~ 3 X % X X X X O O E ~ ~ ~ ~ ~ ~ ~ s E ~ G LL LL LL LL LL ~' o o a . a V U U V V ,, ~ V ~ '~ ~ X E ~ ~ O m Vl O N m M 0 X 0 0 .-I O O O - = in W N N ~ V v 3 3 3 '0 ~ O O G V C O C V ~+ ~ 7 O 7 O 7 O ~ ~ ~ ~ S Y N O W i C S~ C W vl . vt ~ ~ a ~ ~ m `v " 0 v rv ~ m o m ro ,^ 0 .n " v o ci o 0 w a ~ O N V m m m O1 o m i m ~ v i ti ~ ~ ` m rv ti ° ° n ~ Y, V Y, lA Q Q Q Q W ,-~ n .+ W O n m V m t 0 I r -1 N f N N c ~ ~ ~ ~ m m ~ m E E ~ ~ a a a ~ v v `w `w ~ 3 3 3 EXHIBIT K Project Schedule ,_.~ :;~ ° v 3 iY 2 ~ y~ m m ~ n 0 F o 4 ® ~ ~ u ! ° d o ii 6 $ a O p V x L ~ C ~ a ~ d ° r ?~{ o ~ i~ ~ c C ~ 3 ~j ~i ° N„ Q c Q p ~ ~, t: 0 2 w ~ u v c ~ o ® o ~ ° a m «_ ~ a o ~ ~ ° .Y ~ ~« p d~ o o 0 3 N a ~ ~ ^\'' u ~ n ~ 2 d\.~ A a U O N ~ N o ~ -, o rv u 0 x ~ o° v ~ ~: ~ i9 z a pq r „t ~ ti .s .... _.. ....... ....__._. ...... _..._o ...... n ._ _.. .............. _.__ .... ........ 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N \ Y 3 ~ © t ;j ~ a o - ® o p p p v ~ ~ ~ ~ ' c A w 3 E o ! ® ~ o p N • N A N O N m _ o 0 W W W W p p N EXHIBIT L Deficit Pro Forma MHWSD /CENTERS / COM FINANCIALS Water & Sewer Services WATER Responsible Responsible Expenses: Financing Party: Performing Party: Nature of Expense: $ 513084 MHWSD MHWSD COM Water Hook Up fees $ 66,066 MHWSD MHWSD $ 80,000 lee Centers Lee Centers $ 40,000 MHWSD City of Meridian $ 200,000 MHWSD City of Meridian $ 250,000 MHWSD City of Meridian $ 1,149,150 Su btotal Water System Costs $ 350,000 MHWSD MHWSD $ 1,499,150 TOTAL Water System Improvements COM Water Meeter Fee Water Main Extension to District (Estimated) 2 Existing Well Abandonments (Allowance) MHWSD Meter Improvements (pits, setters, etc.) (Allowance) Water System Improvements (Allowance) Outstanding Water Loans/Other Debt Responsible Responsible Funding: Financing Party: Performing Party: Nature of Expense: $634,575* City of Meridian City of Meridian COM Water Allowance l3 wells, property, water rights, etc) $80,000 Lee Centers Lee Centers Construction of Water Main Extension (Estimated) $150,000 MHWSD MHWSD All MHWSD Reserve Funds and Cash on Hand (all District financial assets) $ 230,000 Available Offsetting FUnds $634,575* WATER SYSTEM COST DI FFERENCE (Unfund ed) "- Represents huljof all water expenses =_> established by splitting all water expenses between District and City (after first deducting Centers' $SOk contribution for the water main and the District's $ISOk cash) SEWER Responsible Responsible Expenses: Financing Party: Performing Party: Nature of Expense: $ 780,716 MHWSD MHWSD $ 270,000 Lee Centers Lee Centers $ 35,000 Lee Centers lee Centers $ 180,000 MHWSD MHWSD $ 1,265,716 Su btotal Sewer System COSts COM Sewer Hook Up Fees Construction of Sewer Main Extension & Single Point Connection Engineering Design for Sewer and Water/Construction Staking Sewer Bond Anticipation Note Responsible Responsible Funding: Financing Party: Performing Party: Nature of Expense: $ 780,716 Lee Centers Lee Centers Creditfrom Lee Centers to assist in financing the deal $ 270,000 Lee Centers Lee Centers Construction of Sewer Main Extension & Single Point Connection (Estimate) $ 35,000 Lee Centers Lee Centers Engineering Design for Sewer and Water/Construction Staking lEStimate) $ 1,085,716 Available Offsetting FUnds $ 1g0,000 SEWER SYSTEM COST DIFFERENCE)Unfunded) $ 814,575 TOTAL UNFUNDED COSTS FOR BOTH WATER & SEWER $ 814,575 ANTICIPATED DISBURSEMENT REQUIRED FROM SEWER BOND EXHIBIT M PLANNL,D MHWSD IMPROVEMENTS L. 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