HomeMy WebLinkAboutCrossing Agreement with Settlers Irrigation District for Lochsa SubdivisionCROSSING AGREEMENT
(Lochsa Subdivision)
This Crossing Agreement ("Agreement") is entered into and made effective this c7a h ~
. day of ~U~-Uf'.t+t,(ra-U , 2Q02, by and between SETTLERS IRRIGATION DISTRICT ("Settlers"),
an irrigation district organized and existing under and by virtue of the laws of the State of Idaho,
whose address is Post Office Box 7571, Boise, Idaho 83707, and FARwEST, a!r.L.c.
("Developer"), an Idaho limited liability company, whose address is 44$7 N. Dresden Place,
Suite 102, Boise, ldaho 83714.
WITNESSETH:
WHEREAS, Settlers owns and maintains a system of canals, latcrais and drains,
for purposes of delivering and removing irrigation water to and from its landowners, together
with easements to conveywater in such canals, laterals, drains; easements for ingress and egress;
and for the operation, inspection, maintenance, and repair of the canals, laterals, and drains;
WHEREAS, the Developer desires to obtain a Iiccnse ("License"} from Settlers to
construct and instal[ a sewer and water extension across the Canal within Sections 26, 27, 34 and
35, T,4 N., R 1 W., Ada County, Idaho, as more particularly described in the Vicinity Map
attached hereto as Exhibit A-I and incorporated herein.
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WHEREAS, Developer further desires to obtain a License from Settlers to
construct an off-site water line across the Canal within Sections 2S, 26, 35, and 36 of T.4.N.
R.1.W., Ada County, ldaho, as more particularly described in the Vicinity Map attached herein as
Exhibit A-2 and incorporated herein.
WHEREAS, Settlers desires to grant the License to Developer for purposes of
constructing and installing the sewer and water extension and off=site water line in accordance
with the terms set forth in this Agreement;
NOW, THEREFORE, in consideration of the mutual benefits to be received by
Settlers and the Developer, and other good and valuable consideration, which consideration is
hereby acknowledged by the parties, and the promises, covenants, agreements, and conditions
hereinai~er set forth, the parties agree with one another as follows:
1. Grant of License. Settlers hereby grants a License to Developer for the
purpose of constructing, installing, inspecting, maintaining, and repairing the sewer and water
extension and off-site water line, as more particularly described in Exhibit B, subject and
subordinate to any and all property rights Settlers may have in the Canal. Developer expressly
acknowledges and agrees that this Agreement does not grant the Developer the right to install any
property or equipment, except as may be described in this Agreement, or the right to impair any
rights of Settlers. This grant is expressly conditioned upon the prior receipt by the Developer of
any and all necessary approvals from governmental entities and private parties for its activities to
be performed under the terms of this Agreement, and is further expressly conditioned upon
Settlers' written approval of all drawings and plans concerning the activities to be conducted by
the Developer under this Agreement.
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2. Term of Grant of License. The term of the License shall commence upon
the effective date of this Agreement and shall continue for so long as Developer is in compliance
wi'~h the terms of this Agreement. Settlers reserves the right to revoke this License, effective
upon written notice to Developer thereof, should Developer at any time fail to comply with the
terms of this Agreement.
3. Installation and ]ns ection. The Developer, or its agents or contractors,
shall perform alt work contemplated by the terms of this Agreement in a workmanlike manner.
The Developer agrees to assume aII responsibility, including general liability and costs for the
construction. Prior to commencing constnrction, Developer shall provide written notice to
Settlers which selects Al#ernate #1 or Alternate #2 described on Exibit B,
Any construction or other activities by the Developer which may impede or impair
the flow of water may only be performed during the nan-irrigation season, which is usually
between November I and March 15. The Developer expressly acknowledges that,
notwithstanding the Developer's assumption ofeertain responsibilities and receipt of certain
rights under this Agreement, Settlers does not relinquish its ownership rights in any portion of its
canals.
4. Reoresentatians and Warranties.
(a) Settlers. Settlers represents and warrants that: (i) it is an irrigation district
organized and existing under and by virtue of the laws of the State of Idaho; (ii) it has the
capacity to enter into and perform it's obligations under this Agreement; (iii} all organizational
and other actions required to authorize it to enter into and perform this Agreement have been
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properly taken; and (iv) this Agreement has been properly executed and delivered by Settlers and
is valid and binding upon Settlers in accordance with its terms.
{b} Developer. The Developer represents and warrants that: (1) it is an Idaho
limited liability company; (ii) it has the capacity to enter into and perform its obligations under
this Agreement; (iii) all actions required to authorize the Developer to cuter into and perform this
Agreement have been properly taken; (iv) this Agreement has been properly executed and
delivered by the Developer and is valid and bindingupon the Developer in accordance with its
- teens; and (v) it has obtained all permits, licenses, and acknowledgments required to conduct the
activities to be performed under the terms of the Agreement.
5. Indemnity. The Developer agrees to protect, defend, indemnify, and hold
Settlers and its officers, duectots, employees, members, and agents harmless from and against
any and al! liability, suits, losses, damages, claims, actions, costs, and expenses of any nature,
including court casts and attorney fees, arising from or out of any acts or omissions of the
Developer, its agents, or contractors related to or in connection with its activities under this
Agreement and the exercise of any privileges or performance of any obligations by the Developer
hereunder. Furthermore, the Developer agrees to protect, indemnify, and hold Settlers and its
officers, directors, employees, members, and agents harmless from and against any and all
liability, suits, losses, damages, claims, actions, costs, and expenses of any nature, including
court costs and attorney fees, arising from or out of water quality violations, flooding, ar any
interruption ar interference with the flow of water in Settlers' Canal caused by any actor
omission of the Developer or its agents.
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6. No Liens, The Developer shall allow no liens as a result of any labor
performed or materials supplied in connection with the activities of the Developer, its agents, or
contractors, to attach to Settlers' Canal or to any adjacent lands held by Settlers.
7. Bindin A reement. The promises, covenants, conditions, and agreements
herein contained shall be binding on each of the parties hereto and on all parties and all persons
.claiming under them or any of them; and the rights and obligations hereof shall inure to the
benefit of each of the parties hereto and their respective successors and assigns.
$. Further Consideration. In further consideration for inducing Settlers to
grant this Agreement, the Developer agrees to promptly pay all legal expenses incurred by
Settlers relating to the negotiation, preparation, and execution of this Agreement.
9. No Waiver. The failure of a party to insist on the strict perfoRnance of any
provision of this Agreement or to exercise any right or remedy upon a breach hereof shall not
constitute a waiver of any provision of this Agreement or limit such party's right to enforce any
provision or exercise any right.
10. Limitations on l.iabiiity. The parties hereto agree that nothing herein
contained shall be construed to create a joint venture, partnership, or other similar relationship
which might subject any party to liability for the debts and/or obligations of the others, except as
otherwise expressly agreed in this Agreement.
11. ante rotation. The validity, meaning, and effect of this Agreement shall
be determined in accordance with the laws ofthe State of Idaho.
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12. Scverabilitx. Ifanypart of this Agreement is held to be illegal or
unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall be
given effect to the fullest extent reasonably possible.
13. Entire A rca ement. This Agreement captains the entire agreement between
the parties hereto with respect to the subject matter of this Agreement. Amendments to this
Agreement shall be made only by written instrument executed by each of the parties hereto.
14. Recordins. This Agreement shall be recorded at the Ada County
Recorder's Office.
l5. Notices. All notices permitted or required to be given under the terms of
this Agreement shall be in writing and shall be deemed effective upon receipt if sent by first class
mail, postage prepaid, and addressed to the respective party hereto as follows or at such other
address as a party designates in writing.
5ETTLERS iRRIGATIQN DISTRICT
P05t Off1Ce BOX 7571
Boise, ldaho 83707
FARWEST, L.L.G.
4487 N. Dresden PIace, Suite 102
Boise, ID 83714
IN WITNESS WHEREOF, the parties hereto have executed this Agrcement the
date first set forth above,
5ETTLERS IRRICATIQN DI5TRICT
By_ ail ~~°`,f ~ C~,'~~''. ..
Richard AIien, President of its
Board of Directors
Attest:
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Viciti Keen, Secretary
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STATE OF IDAHO }
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County of Ada
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On this day of No /, 2002, before me, the undersigned notary public in
and for said state, personally appeared RICHARD ALLEN, President of the Board of Directors
of Settlers Irrigation District, an irrigation district organized and existing under and by virtue of
the laws of the State of Idaho, known or identified to me to be the person whose name is
subscribed to the foregoing instrument and acknowledged to me that he has the authority to
execute and executed the same for the purposes therein contained on behalf of Settlers Irrigation
District.
IN WITNESS WHEREOF,1 have hereunto set my hand and affixed my official. ; •
seal the day and year in this certificate first above written. =•''~ ••
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STATE OF IDAHO }
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County of Ada )
On this ~' day of,(~~0~• , 2002, before me, the undersigned notalypublic in
and for said state, personally appeared VICKI KEEN, Secretary of Settlers Irrigation District, an
imgation district organized and existing under and by virtue of the laws of the State of Idaho,
known or identified to me to be the person whose name is subscribed to the foregoing instrument
and acknowledged to ine that she has the authority to execute and executed the same for the
purposes therein contained on behalf of Settlers Irrigation District.
iN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
sea[ the day and year in this certificate first above written.
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NOTARY PUBLIC FOR ID.
Residing at .~G~~C r' .'a~, `,
My CammISSion Expires _.
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STATE OF IDAHO )
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County of Ada )
On this 7~day of Al aVe.W~~ ~ ~pp2~ before me, the undersigned
notary public in and for said state, personally appeared pP J~
of Farwest, L.L.C., known or identified to me to be the person whose name~is subscnb d to the ~'
foregoing instrument, and acknowledged to me that he has the authority to execute and executed
the same for the purposes therein wntained on behalfof Farwest, L.L.C.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
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