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Kleiner Park Irrigation LicenseLICENSE AGREEMENT This LICENSE AGREEMENT, is made and entered into this day of , 2010, by and between NAMPA & MERIDIAN IRRIGATION DISTRICT, an irrigation district organized and existing under and by virtue of the laws of the State of Idaho, party of the first part, hereinafter referred to as the "District", and 6- EUGENE M. KLEINER and MICHAEL A. HUTER, AS CO -TRUSTEES OF THE JULIUS M. KLEINER MEMORIAL PARK TRUST U/T/D April 5, 2007, 217 W. Georgia Ave. Suite 100, Nampa, ID 83686 hereinafter referred to as the "Licensee", WITNESSETH: WHEREAS, the District owns the irrigation ditches or canals known as the FINCH LATERAL (aka South Slough) AND STOKESBERRY LATERAL (hereinafter collectively referred to as "ditch or canal"), an integral part of the irrigation works and system of the District, together with the easement therefor to convey irrigation and drainage water, to operate, clean, maintain, and repair the ditch or canal, and to access the ditch or canal for those purposes; and, WHEREAS, the District operates, cleans, maintains, repairs and protects the ditch or canal for the benefit of District landowners; and, WHEREAS, the Licensee is the owner of of real property that is servient to the District's ditch or canal and easement, and is particularly described in the "Legal Description" and/or deed attached hereto as Exhibit A and by this reference made a part hereof; and, WHEREAS, the ditch or canal crosses and intersects the real property described in Exhibit A as shown on Exhibit B, attached hereto and by this reference made a part hereof, and, WHEREAS, the Licensee desires a license to cross, encroach upon or modify said ditch or canal and/or the District's easement under the terms and conditions of this License Agreement; NOW, THEREFORE, for and in consideration of the premises and of the covenants, agreements and conditions hereinafter set forth, the parties agree as follows: A. Acknowledgment of the District's Easement. 1. Licensee acknowledges that the District's easement for the Stokesberry Lateral includes a sufficient area of land to convey irrigation water, to operate, clean, maintain and repair the ditch or canal, and to access the ditch or canal for said purposes, and is a minimum of 40 feet, 20 feet to either side of the centerline. Licensee acknowledges that the District's easement for the Finch Lateral includes a sufficient LICENSE AGREEMENT - 1 area of land to convey irrigation water, to operate, clean, maintain and repair the ditch or canal, and to access the ditch or canal for said purposes, and is a minimum of 80 feet, 40 feet to either side of the centerline. B. Scope of License 1. The Licensee shall have the right to modify the ditch or canal or encroach upon the District's easement along the ditch or canal in the manner described in the "Purpose of License" attached hereto as Exhibit C and by this reference made a part hereof. 2. Any crossing, encroachment upon or modification of the ditch or canal and/or the District's easement shall be performed and maintained in accordance with the "Special Conditions" stated in Exhibit D, attached hereto and by this reference made a part hereof. Any difference or discrepancy between the items listed in Exhibit C, "Purpose of License," and any plans or drawings referenced in or attached to Exhibit D shall be resolved in favor of Exhibit C. Licensee shall only be permitted to cross, encroach upon or modify the ditch or canal and/or the District's easement as described in Exhibit C even if any plans or drawings referenced or attached to Exhibit D provide or show otherwise. 3. This License Agreement pertains only to the Licensee's crossing, encroachment upon or modification ofthe ditch or canal and/or the District's easement for the purposes and in the manner described herein. The Licensee shall not excavate, discharge, place any structures, nor plant any trees, shrubs or landscaping within the District's easement, nor perform any construction or activity within the District's easement for the ditch or canal except as referred to in this License Agreement without the prior written consent of the District. 4. The Licensee recognizes and acknowledges that the license granted this License Agreement pertains only to the rights of the District as owner of an easement. The District has no right or power to create rights in the Licensee affecting the holder of title to the property subject to the District's easement. Any such rights affecting fee title must be acquired by the Licensee from the holder of title to the property. Should Licensee fail to obtain such rights from the holder oftitle to the property or should the rights obtained prove legally ineffectual, Licensee shall hold harmless, indemnify and defend the District from any claim by any party arising out of or related to such failure of rights and at the option of the District this License Agreement shall be of no force and effect. C. Facility Construction, Operation, Maintenance and Repair I . Licensee agrees that the work performed and the materials used in any construction permitted by this License Agreement shall at all times be subject to inspection by the District and the District's engineers, and that final acceptance of tile such work shall not be made until all such work and materials shall have been expressly approved by the District. Such approval by the District shall not be unreasonably withheld. 2. Each facility ("facility" as used in this License Agreement means any object or thing installed by the Licensee on, over or in the vicinity of the District's easement) shall be constructed, installed, operated, maintained, and repaired at all times by the Licensee at the cost and expense of the Licensee. LICENSE AGREEMENT - 2 3. Licensee agrees to construct, install, operate, maintain and repair each facility and conduct its activities within or affecting the District's easement so as not to constitute or cause: a. a hazard to any person or property; b. an interruption or interference with the flow of irrigation water in the ditch or canal or the District's delivery of irrigation water; C. an increase in seepage or any other increase in the loss of water from the ditch; d. the subsidence of soil within or adjacent to the easement; C. an interference with the District's use of its easement to access, operate, clean, maintain, and repair the ditch or canal; f. any other damage to the District's easement and irrigation works. 4. The Licensee agrees to indemnify, hold harmless, and defend the District from all claims for damages arising out of any of the Licensee's construction or activity which constitutes or causes any of the circumstances enumerated in the preceding paragraph, 3.a. through 3.f., or any other damage to the easement and irrigation works which may be caused by the construction, installation, operation, maintenance, repair, and any use or condition of any facility. 5. The Licensee shall, upon demand of the District, remove any facility or repair any alteration of the District's easement which interferes with the District's operation and maintenance ofthe ditch or canal, or causes or contributes to any of the circumstances enumerated in the preceding paragraph, 3.a. through 3.f., or any other damage to the easement and irrigation works. The District shall give reasonable notice to the Licensee, and shall allow the Licensee a reasonable period of time to perform such maintenance, repair, and other work, except that in cases of emergency the District shall attempt to give such notice as is reasonable under the circaill stances. The District reserves the right to perform any and all work which the Licensee fails or refuses to perform within a reasonable period of time after demand by the District. The Licensee agrees to pay to the District, on demand, the costs which shall be reasonably expended by the District for such purposes. Nothing in this paragraph shall create or support any claim of any kind by the Licensee or any third party against the District for failure to exercise the options stated in this paragraph, and the Licensee shall indemnify, hold harmless and defend the District from any claims made against the District arising out of or relating to the terms of this paragraph, except for claims arising from any work which unreasonably exposes the District's employees and agents to the risk of harm from electric power lines, or arising solely out of the negligence or fault of the District. D. District's Rights Are Paramount 1. The Licensee understands and agrees that the ditch or canal is a manmade channel that was constructed and is used and maintained by the District for the exclusive purpose of conveying irrigation water to lands within the District. As such, Licensee further acknowledges and agrees that the ditch or canal does not constitute a natural or navigable watercourse or stream. 2. The parLies hereto understand and agree that the District has no right in any respect to impair the uses and purposes of the irrigation works and system of the District by this License Agreement, nor to grant any rights in its irrigation works and system incompatible with the uses to which such irrigation works and system are devoted and dedicated and that this contract shall be at all times construed according to such principles. LICENSE AGREEMENT - 3 3. Nothing herein contained shall be construed to impair the ditch or canal or the District's easement, and all construction and use of the District's easement by the Licensee and the license herein provided therefor shall remain inferior and subservient to the rights of the District to the use of the ditch or canal for the transmission and delivery of irrigation water. 4. The Licensee agrees that the District shall not be liable for any damages which shall occur to any facility in the reasonable exercise of the rights of the District in the course of performance of maintenance or repair of the ditch or canal. The Licensee further agrees to suspend its use of the said easement areas when the use of the easement areas is required by the District for maintenance or repair under this or any other paragraph of this License Agreement. 5. In the event of the failure, refusal or neglect of the Licensee to comply with all of the terms and conditions of this License Agreement, the license of the Licensee under the terms hereof may be terminated by the District, and any facility, structure, plant, or any other improvement in or over the ditch, and the right of way therefor, which may impede or restrict the maintenance and operation of such ditch or canal by the District with its equipment for the maintenance of the ditch or canal shall be promptly removed by the Licensee upon demand of the District. E. Applicable Law and Jurisdiction Unaffected. I . Neither the terms of this License Agreement, the permission granted by the District to the Licensee, the Licensee's activity which is the subject of this License Agreement, nor the parties exercise of any rights or performance of any obligations of this License Agreement, shall be construed or asserted to extend the application of any statute, rule, regulation, directive or other requirement, or the jurisdiction of any federal, state, or other agency or official to the District's ownership, operation, and maintenance of its canals, drains, irrigation works and facilities which did not apply to the District's operations and activities prior to and without execution of this License Agreement. 2. in the event the District is required to comply with any such requirements or is subject to the jurisdiction of any such agency as a result of execution of this License Agreement or the Licensee's activity authorized hereunder, Licensee shall indemnify, hold harmless and defend the District from all costs and liabilities associated with the application of such Laws or the assertion of such jurisdiction or, at the option of the District, this License Agreement shall be of no force and effect and the Licensee shall cease all activity and remove any facility authorized by this License Agreement. F. Indemnification 1. in addition to all other indemnification provisions herein, Licensee further agrees to indemnify, hold harmless and defend the District from any injury, damages, claim, lien, cost and/or expense (including reasonable attorney's fees) incurred by, or asserted against, the District by reason of the negligent acts or om issions of Licensee or its agents, contractors or subcontractors in performing the construction and activities authorized by this License Agreement. G. Fees and Costs LICENSE AGREEMENT - 4 I . The Licensee agrees to pay attorney fees and engineering fees charged by the attorney for the District or by the engineers for the District in connection with the negotiation and preparation of this License Agreement. 2. Should either party incur costs or attorney fees in connection with efforts to enforce the provisions of this License Agreement, whether by institution of suit or not, the party rightfully enforcing or rightfully resisting enforcement of the provisions of this License Agreement, or the prevailing party in case suit is instituted, shall be entitled to reimbursement for its costs and reasonable attorney fees from the other party. H. Miscellaneous I . No Claims Created. Nothing in this License Agreement shall create or support a claim of estoppel, waiver, prescription or adverse possession by the Licensee or any third party against the District. 2. Assignment. Neither this License Agreement nor any agreement entered pursuant to this License Agreement may be assigned or transferred without the prior written approval of the Parties, which approval shall not be unreasonably withheld. 3. Amendmentand Mod ification. Any amendinentormodificationofthis License Agreement must be in writing and signed by all parties to be enforceable. 4. Interpreted. This License Agreement shall be interpreted and enforced in accordance with the laws of the State of Idaho. This License Agreement is not intended for the benefit of any third party and is not enforceable by any third party. If any provision of this License Agreement is determined by a court of competent jurisdiction to be invalid or otherwise unenforceable, all remaining provisions of this License Agreement shall remain in full force and effect. The parties represent and warrant to each other that they each have authority to enter this License Agreement. The catchlines or section headings herein set forth are provided only for the convenience of the parties in locating various provisions of this License Agreement, and are not intended to be aids in interpretation of any provision of this License Agreement with respect to which the parties might disagree at some future time, and shall not be considered in any way in interpreting or construing any provision of the License Agreement. 5. Binding Effect. The covenants, conclitions and agreements herein contained shall constitute covenants to run with, and running with, the real property described in Exhibit A, and shall be binding on each of the parties hereto and on all parties and all persons claiming under them or either of them, and the advantages hereof shat l inure to the benefit of each of the parties hereto and their respective successors and assigns. 6. Notices. Any and all notices, demands, consents and approvals required pursuant to this License Agreement shall be delivered to the parties as follows: Nampa & Meridian Irrigation District 5525 East Greenhurst Nampa, ID 83686 LICENSE AGREEMENT - 5 See Licensee's address on page 1 of this Agreement Notices shall be deemed to have been delivered upon hand deposit in the United States mail as provided above. 7. Counterparts. This License Agreement may be executed and delivered in counterparts, each of which shall be deemed to be an original and all of which shall constitute one and the same instrument. IN WITNESS WHEREOF, the District has hereunto caused its name to be subscribed by its officers first hereunto duly authorized by resolution of its Board of Directors and the Licensee has caused its corporate name to be subscribed by its duly authorized officer, all as of the day and year herein first above written. NAMPA & MERIDIAN IRRIGATION DISTRICT Its President ATTEST: Its Secretary f. EUGENE M. KLEINER and MICHAEL -4. HUTER, AS CO -TRUSTEES OF THE JULIUS M. KLEINER MEMORIAL PARK TRUST U/T/D April 5, 2007, >. Kleine Michael /3F. Huter LICENSE AGREEMENT - 6 STATE OF IDAHO ) ss: County of Canyon ) On this day of , 2010, before me, the undersigned, a Notary Public in and for said State, personally appeared Lee Sisco and Daren Coon, known to me to be the President and Secretary, respectively, ofNAMPA & MERIDIAN IRRIGATION DISTRICT, the irrigation district that executed the foregoing instrument and acknowledged to me that such irrigation district executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal, the day and year in this certificate first above written. Notary Public for Idaho Residing at Idaho My Commission Expires: STATE OF IDAHO ) )ss. County of (t lu vV ) On this_� day of NO�cv�n��r , 2010, before me, the undersigned, a notary public in and for said state, personally appeared Eugene M. Kleiner and Michael A. Huter, known to me to be the co -trustees of THE JULIUS M. KLEINER MEMORIAL PARK TRUST U/T/D April 5, 2007, the entity that executed the foregoing instrument, and acknowledged to me that said entity executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal, the day and year in this certificate first above written. .•'••�'l L ' LAW% 3 �OTAR j. e++ 40ft• pt1/00 STATE OF S. County of b)"It Notary Public or,t Residing at ti'tj My Commission xpires: V tj L� , 101-3 Notary Public State of Washington GEOFFREY M REIMAN My Appointment Expires Apr 30, 2014 On this 61 day of Ur-"cr 2010, before me, the undersigned, a notary public in and for said state, personally appeared Eugene M. Kleiner, known to me to be the co—trustee of THE JULIUS M. KLEINER MEMORIAL PARK TRUST U/T/D April 5, 2007, the entity that executed the foregoing instrument, and acknowledged to me that said entity executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official I I�NS�1�IE�jjar7in this certificate first above written. �✓v %7ivz-•---� Notary Public for r✓(�us� y111t Residing at 'Z42,qhulk My Commission Expires: AT,;c,, &1j — yG 3yg8/� y When Recorded, MaiI to: Hawley Troxell Ennis & Hawley LLP 877 Main Street, Suite 1000 Boise, Idaho 83702-5884 Attn: Rick Goodson ADA COUNTY RECORDER J. DAVID NAVARRO AMOUNT 18.00 6 BOISE IDAHO 07131/08 01:46 PNi DEPUTY Danielle Bouiette 1{{ {111119{!{811{llllle{111181{ !11811 RECORDED -REQUEST OF 10$087276 Fire1 American SPACE ABOVE I HIS LINE FOR RECORDERS USE ONLY SPECIAL WARRANTY DEED In consideration of Ten and 00/100 Dollars ($10.00) and other good and valuable consideration, DAVID E. KLEINER, AS TRUSTEE OF THE 2008 KLEINER FAMILY TRUST U/T/D MARCH 4, 2008 (the "Grantor"), hereby grants and conveys to EUGENE M. KLEINER and MICHAEL E. HUTER, AS CO -TRUSTEES OF THE JULIUS M. KLEINER MEMORIAL PARK TRUST U/T/D April 5, 2007, whose address is 217 W. Georgia Ave., Suite 100, Nampa, Idaho 83686 (the "Grantee"), all of Grantor's undivided one-half (1/2) fee interest in and to the real property located in Ada County, Idaho, and described in Exhibit A attached hereto and incorporated herein by this reference; TOGETHER with all easements, rights and hereditaments appurtenant thereto and all improvements located thereon; SUBJECT ONLY TO current taxes and assessments; any leases agreed to by the Grantee; any easements, reservations, and restrictions of record to which Grantee's other undivided one- half (1/2) fee interest in said real property is subject, including, without limitation, the reservations, easements, covenants, conditions, restrictions, and other rights or interests identified in Exhibit B attached hereto; and the restrictive covenant and equitable servitude hereby imposed that no portion of the real property conveyed hereby shall be employed for residential or commercial uses; provided, however, said real property may be used as a public park for recreational purposes, which uses may include, but are not limited to, a care -taker's house, a non-commercial fitness center, swimming pool, aquarium, sports complex which may include but is not limited to soccer, football, lacrosse, baseball and softball fields, senior center, community center, outdoor concerts, and/or library (all of which may include the assessment of nominal user fees which will allow the City of Meridian, Idaho, or any other governmental agency operating such facilities to recover its operating costs as permitted by Idaho law and sell or provide to the public using such facilities refreshments, snacks and meals), season concession stands selling or renting, as the case may be, those products generally sold or rented in public parks, including, but not limited to soft drinks, candy, hot dogs, snow -cones, ice cream, popcorn, and bike, kite and skate rentals, and other similar non-commercial community uses. No portion of the above-described property shall be used for any residential, private commercial, or retail Exhibit A, page 42340 0003 1252692 1 1 - uses, except for the above-described ancillary uses in connection with public recreational purposes. The Grantor, for itself and for its successors in interest, does by these presents expressly limit the covenants of this Deed to those herein expressed, excludes all covenants arising or to arise by statutory or other implication, and does hereby covenant that against all persons whomsoever lawfully claiming or to claim by, through or under the Grantor, and not otherwise, it will warrant and defend the title to the above-described real property. IN WITNESS WHEREOF, Grantor has executed this Special Warranty Deed this 227t_ day of July, 2008. DAVID E. KLEINER, AS THE "I STEE OF THE 2008 KLEINER FAMILY TRUST U/T/D MARCH 4, 2008 STATE OF -) ss. COUNTY OF � ) I certify that I know or have satisfactory evidence that DAVID E. KLEINER is the person who appeared before me, and said person acknowledged that he signed this instrument, on oath stated that he is authorized to execute the instrument and acknowledge it as Trustee of the 2008 KLEINER FAMILY TRUST U/T/D MARCH 4, 2008, to be the free and voluntary act of such party for the uses and purposes mentioned in this instrument. Dated: July ��� 2008 Notary npn ped or prinW): D'4,0 •••o•ISHOp Notary p blic in and for the State of 4tes�kin> r •'• 0�580�► Residing at. C ��•e�y g �. My appointment expires: R ® ARV = � Pus A rE OF E 42340 0003 1252692 1 Exhibit A, Page 2 a y LANo i CIVIL 1 FNC. «CZk{NQ IFN• j uxusosrc r { � AIICx{tcgtixP: Surver 1173 Can Winding CreaMO n Ea01e,10 • B3618 PH 206/246,8300 E% 206/146.8320 xmw.wrpdr6lgn.t0m ' Mrw,erOdesi0n.ddm EXHIBIT A mom -0 6 6 1 G N 1 N C. Boundary Description of New Parcel 2• for Meridian Centercal, LLC ' Job No. 6077070.00 A parcel of land situated in the Southwest quarter sad the west half of the southwest quarter. . of the southeast quarter of gecion 4, Township 3 North, Range 1 East, Boise Meridian; Ada County, Idaho, being moreparticularly described as follows: Commencing at a brass cap marking the southwest gor= of Section 4, Township 3.fdorth, Range 1 Bast, Boise McAan; Thence S89046' 17"E, 2659.51 feht along the south line of the southwest quarter to a 5/8 inch rebar marking the south gttarter-section comer of Section 4; Thence S84°4539"E, 664.61 feet along the south line of the southeast quarter, Thence N00013'21"E, 57.74 feet to a 518 inch rebar. marking the southwest c6mer 6f venture Subdivision, Book 27 of Plats -at Pages 1704 & 1705, rec6rds of Ada County, on the north right-of-way line of Bast Fairview Avenue; • '1 Thence-N"E 00°04'25, 741.97 feet along the west line of•Ventnre Subdivision to the PO1Nr y OF BWWNING: : Thence N89°59'29"W, 1365:18 feet; ' Thence 118.21 feet on a non -tangent curve to the left, concave westerly, having a radius of 511.67 feet, a cental 9ngle of 13°14' 13", a chord bearing of N38003'1 2" W, and arhord length of 117.95 feet; Thence N44°40'.18"W, 648.89 feet; Thence 398.07 feet on a curve to the right having a radius of 488 33 feet, a ceirtral angle of 46'42'20", a chord bearing of 121 019'08"W, and a chord length of 387.14 feet, I ThMee N02902'02"E, 720.47'feet; Thence 16,85 feet on a curve to the left having a radius of 511.67 feet; a central angle of 1153'12". a chord bearing of 1401°0,5'26"F, and a chord length of 16.85 fcct; . • � Thence N00°08'50"E, 182.63 feet to the north line of the west half of the southwest quarter Thence N89'S1' 01' IE, 20,33.feet elorig the north line of the west half of the 1 southwest quarter to a 518 inch iebar marking the southwest comer of Redfeather I" Estates SubdivisionNo. ?, Book 96 of Plats at Pages 11865 & 11866, records of Ada j County, ani the northwest comer of the east half bf the southwest quarter; ` Page] of 2 Exhibit A, page 3 if ' t iNew Parcel 2 continued... Thence NS9°50'47" 13, 1330.68 feet along the south line of Redfeather Estates 1 Subdivision No. 7, tbb south line of 1 pdfeather EiW.s Subdivision No. 6,13ook 9.6 of Plats at•Pages 11818 & 11814, records of Ada County„and the north line of the i east half of the soutlrivest quaiter to a 5/8 inch rebarmarking the center quarter- ! section corner, Tlfence S00'10WiV, 1314.' 3 feet along the east line of the southwest cearter to a 1/2 inch rebar rizarking fisc southwest comer of Clover Meadows Subdivision No. 3, Book 24 of Plats at Pages 1524 & 1525, r=rds_of Ada County; tt i Thence N9905St34"E, 662.97 feet along the south line ofC[over Meadows Subdivision No, •3 W a 1/2 inch rebar marling the northwest comer of Venture Subdivision; Book 27 of Plats at Pages 1704 $1705; Theetec 860604'25'W.. 524.56 feet along the west line of V•enturb Subdivision: to the POINT OF 1313&4N1NG.' The above-described parcel contains 60.00 acres, more or less. Subject to any existing easements or rights-ofway of mord or apparent. � 6V I CHAEL S i Page 2 of 2 n _E D{ O N t N C. [ 1 a i I Exhibit A, page 4 s + if ' t iNew Parcel 2 continued... Thence NS9°50'47" 13, 1330.68 feet along the south line of Redfeather Estates 1 Subdivision No. 7, tbb south line of 1 pdfeather EiW.s Subdivision No. 6,13ook 9.6 of Plats at•Pages 11818 & 11814, records of Ada County„and the north line of the i east half of the soutlrivest quaiter to a 5/8 inch rebarmarking the center quarter- ! section corner, Tlfence S00'10WiV, 1314.' 3 feet along the east line of the southwest cearter to a 1/2 inch rebar rizarking fisc southwest comer of Clover Meadows Subdivision No. 3, Book 24 of Plats at Pages 1524 & 1525, r=rds_of Ada County; tt i Thence N9905St34"E, 662.97 feet along the south line ofC[over Meadows Subdivision No, •3 W a 1/2 inch rebar marling the northwest comer of Venture Subdivision; Book 27 of Plats at Pages 1704 $1705; Theetec 860604'25'W.. 524.56 feet along the west line of V•enturb Subdivision: to the POINT OF 1313&4N1NG.' The above-described parcel contains 60.00 acres, more or less. Subject to any existing easements or rights-ofway of mord or apparent. � 6V I CHAEL S i Page 2 of 2 n _E D{ O N t N C. [ 1 a i I Exhibit A, page 4 a EXHIBIT B 1. General and Special Taxes for the year 2008, an accruing lien not due or payable until the fourth Monday in November 2008 when the bills are issued, the first half of which is not delinquent until after December 20, 2008. 2. General taxes which may be assessed and extended on any "subsequent" or "occupancy" tax roll, which may escape assessment of the regular tax roll; which are a lien not yet due or payable. 3. Liens. levies and assessments by Nampa -Meridian Irrigation District. 4. Right of way for Stokeberry Lateral & South Lateral, also known as Finch Lateral. 5. Except mineral or water: rights, claims or title to mineral or water not owned by Grantor. 6. Rights, rights of way, reservations and exceptions in the patent recorded in Book 5 of Patents, Page 18, 7. License Agreement upon, the terms, conditions and provisions contained therein; Dated: August 5, 1996 Parties: NA,MPA & MERIDIAN IRRIGATION DISTRICT & INTERMOUNTAIN GAS COMPANY Recorded: August 9,1996 Instrument 'No. 96066964 8. Right of access to and from the land. 9. Any facts, rights, interests or claims which would be disclosed by a correct ALTA/ACSM survey. Exhibit A, page 5 42340.0002.12 52703.1 9•sf79ti 1]eS Je' S(/ I vaMf, er R.9fnRGeO I CL SPT" 8�0 j J1I 1 OF 1 j aEL S. t I 1 r ! r Ycoa'iaa:r.: ee.Z. 589'r6'f .9Se9'i6^dY'f fe461' - NETS I'Of -r 20-W pie No. 0oria7o. --_ ee•ae•r fa s 071Q1/08 W mM ca 6ss�a Brd .iaMlr rldafn Nal RDahN.n P.Cooper Legend MemR+.ma.t�..lpoe.rewa an centercA LLC sCBla. v . 'IW Seclkn Un. Shmt No. l of l -"�1-�xn�•'� .• iJfslLlO M�1{-'C(_IPG7 I.Li. n 1 (J " +�.Gfl.fl LM'RGf - W 1 IM-0�3 - tluvlc-59ctlm CarM1.r 1 k ; O - P opgt7 Ce nN F T e 6 ELns O9Na • eaaha< fan h a.a Chard . I 1 Ci rC i0' r88J7 S Gi Nl 'f9'OD'IIf 3971 � 1 I Tali)' 1f1.eY Je. NOI• to CMe.r +t..dor9 14.3 Su1.dMrfan flnr n D if YI Fez", 1 N89`S8•14'C ee7l7' 1 } Parcel 2 60.00 acres I o 9•sf79ti 1]eS Je' S(/ I vaMf, er R.9fnRGeO I CL SPT" 8�0 j J1I 1 OF 1 j aEL S. t I 1 r ! r Ycoa'iaa:r.: ee.Z. 589'r6'f .9Se9'i6^dY'f fe461' - Exhibit A, page 6 New Parcel Z Exhibit pie No. 0oria7o. u 1 ' " ' " Meriden Town Center Datef 071Q1/08 W mM ca 6ss�a � P.Cooper MemR+.ma.t�..lpoe.rewa an centercA LLC sCBla. v . 'IW �Y Of mdris°n *" Shmt No. l of l Exhibit A, page 6 Stokes rry I Exhibit B Fid Lateral and Stokesberry lafeialinSW114,S,4,i,3N, RAE 131, Ada Caudj, Idaho (Wigust 1,=,W-,) VOL. EXHIBIT C Purpose of License The purpose of this License Agreement is to permit Licensee to: 1. relocate the diversion/headgate for the Stokesberry Lateral to Licensee's eastern property line and pipe the Stokesberry Lateral in 36 inch pipe across Licensee's property; 2. pipe and relocate a portion of the Finch Lateral in 48 inch pipe across Licensee's property and to pipe a portion of the Finch Lateral across a portion of the property within Read Feather's Subdivision; 3. construct and install a new discharge point for the existing discharge from Red Feather Subdivision to box A 1; 4. construct and install a new discharge point for the City of Meridian's existing well flush from Red Feather Subdivision approximately 30 feet west and to box A0; 5. discharge overflow water from Licensee's ponds which will be receiving water from Licensee's existing irrigation and Licensee's existing supplemental irrigation wells into the Finch Lateral (the overflow water from the ponds may not include water from Licensee's or City of Meridian's municipal wells or flush lines); 6. discharge water from Licensee's splash pads, which will use municipal water supply, and will return to Licensee's ponds and may overflow into the Finch Lateral (the maximum capacity of flow for this system is 150 gpm and shall only be operated during the summer months); 7. construct and install pathways within the District's easements; 8. construct and install grass landscaping and sprinklers within the District's easement; and 9. construct and install water, sewer and pressure irrigation lines across and under the Stokesberry Lateral and Finch Lateral and within the District's easements, all within Licensee's real property described in Exhibit A, Julius M. Kleiner Memorial Park, located northeast of the intersection of Fairview Avenue and Eagle Road in Meridian, Ada County, Idaho. No other construction or activity is permitted within or affecting the Finch Lateral, Stokesberry Lateral or the District's easements. EXHIBIT D Special Conditions a. The construction and location of the encroachments described in Exhibit C are generally shown in Exhibit D- 1, attached hereto and by this reference incorporated herein. b. Licensee shall notify the water superintendent of the District prior to and immediately atter construction so that he or the District's engineer's may inspect and approve the construction. C. Licensee shall convey to the District an easement for that section of the Stokesberry Lateral and Finch Lateral relocated by Licensee under the terms of this agreement. Execution and delivery of said easement from Licensee is a material and essential term of this agreement and if not executed and delivered, at the option of the District this agreement may be terminated and be of no force and effect. Upon request LICENSE AGREEMENT - 8 4 � I by Licensee and submission of a legal description to the District, the District shall relinquish its easement along the Stokesberry Lateral and Finch Lateral where it has been replaced by relocation of the Stokesberry Lateral and Finch Lateral. d. The pipe, installation, and backfill shall, at a minimum, meetthe requirements ofthe District and standard specifications for such materials and construction, as set forth in the Idaho standards for public works construction or other standards recognized by the city or county in which the pipe is to be placed. e. Upon installation of the pipe and relocation of the Stokesberry Lateral and Finch Lateral in accordance with the above -referenced plans, the Licensee shall provide the District written notice that the facilities installed and work performed by the Licensee are ready for final inspection and approval by the District. Within one month after receiving such written notification from the Licensee, the District shall perform an inspection and, if the facilities have been constructed and installed and all work has been performed in compliance with the terms of this agreement, the District shall provide written notice to the Licensee of final approval. If the District's engineers perform such inspection, Licensee shall pay the District's engineers any reasonable charge in connection therewith. F. The Licensee shall not fill, alter, or perform any work affecting the Stokesberry Lateral and Finch Lateral or the District's easements for the Stokesberry Lateral and Finch Lateral, and the Stokesberry Lateral and Finch Lateral] (except for connecting points to the new relocated section) shall remain open and serviceable for use and maintenance by the District for all irrigation and drainage purposes until and unless the Licensee has received written notice from the District of final approval of the construction and installation of the new ditch and pipe for the Stokesberry Lateral and Finch Lateral as provided in paragraph e. of this agreement. After the Licensee receives notice of final approval from the District, and upon request by Licensee and submission of a legal description to the District, the District shall relinquish its easement along Stokesberry Lateral and Finch Lateral where it has been replaced by relocation of the Stokesberry Lateral and Finch Lateral by filing a Relinquishment of Easement with the county recorder. Licensee shall be responsible for operation and maintenance associated with the Licensee's backfill of the Stokesberry Lateral and Finch Lateral. Licensee further agrees to indemnify, hold harmless and defend the District from any injury, damages, claim, lien, cost and/or expense (including reasonable attorney's fees) incurred by, or asserted against, the District by reason of drainage or seepage associated with the Licensee's backfill of the Stokesberry Lateral and Finch Lateral. g. With respect to the piping of the Stokesberry Lateral and Finch Lateral, the District shall continue to have the right and responsibility for maintenance of the piped Stokesberry Lateral and Finch Lateral, however, the Licensee shall be responsible for operation and maintenance associated with the Stokesberry Lateral and Finch Lateral hat has been placed in pipe by Licensee within Licensee's property or Red Feather Subdivision, whether by Licensee, Licensee's predecessor or the District, including rehabilitation or replacement of the pipe and rehabilitation of the District's easement for a period of three years from the date of this agreement. Maintenance shall include, but not be limited to, the removal and disposal of silt, gravel, plant material, and all trash and debris which may accumulate in the pipe. Repairs Shall include, but not be limited to, all repairs necessary to preserve the structural integrity and unobstructed flow of water through such portion of the Stokesberry Lateral and Finch Lateral and prevent the loss of water from the portions piped by Licensee. Ifthe Licensee shall fail in any respect to properly maintain and repair such portion of the Stokesberry Lateral and Finch Lateral, then the District, at its option, and without LICENSE AGREEMENT - 9 impairing or in anyway affecting its other rights and remedies hereunder, shall have the right to perform the necessary maintenance and repairs and the Licensee agrees to pay to the District, on demand, the cost or expense which shall be reasonably expended or incurred by the District for such purposes. The District shall give reasonable notice to Licensee prior to the District's performing such maintenance, repair or other work except that in cases of emergency the District shall attempt to give such notice as reasonable under the circumstances. Nothing in this paragraph shall create or support any claim of any kind by Licensee or any third party against the District for failure to exercise the options stated in this paragraph, and Licensee shall indemnify, hold harmless and defend the District from any claims made against the District arising out of or relating to the terms of this paragraph except for claims arising solely out of the negligence or fault of the District. h. Licensee acknowledges and confirms that the District's easement along this section of the Stokesberry Lateral and Finch Lateral includes a sufficient area of land to convey irrigation and drainage water, to operate, clean, maintain and repair the Stokesberry Lateral and Finch Lateral, and to access the Stokesberry Lateral and Finch Lateral for said purposes and is a minimum of 40 feet, 20 feet to either side of the centerline for the Stokesberry Lateral and a minimum of 80feet, 40 feet to either side of the centerline for the Finch Lateral. i. The pathways constructed by Licensee within the District's easements, and permitted by this Agreement, shall be operated and maintained by the City of Meridian. An express condition of this Agreement, and the District permitting said pathway within its easements, is that the City of Meridian enter an Agreement with the District in which it assumes operation, control and maintenance of the pathways. If the City of Meridian declines to accept the pathways and enter into said Agreement then said pathways are no longer authorized within the District's easements. J. Licensee represents that Licensee has complied with all federal, state or other laws, rules, regulations, directives or other requirements in any form regarding environmental matters, as may be applicable under the subject matter, terms or performance of this agreement broadly construed. Licensee recognizes its continuing duty to comply with all such requirements that now exist or that may be implemented or imposed in the future. By executing this agreement the District assumes no responsibility or liability for any impact upon or degradation of water quality or the environment resulting from the discharge or other activity by Licensee which is the subject of this agreement. k. Licensee hereby indemnifies, holds harmless and shall defend the District from any and all penalties, sanctions, directives, claims or any action taken or requirement imposed by any party or entity, public or private, with respect to environmental matters relating to the subject matter, terms or performance of this agreement unless the District shall be solely responsible for the condition or activity which gives rise to any such penalty, sanction, directive, claim , action or requirement. I. In the event the District is required by any govern mental authority to acquire or comply with any permit or other operational requirements associated with Licensee's discharge and other activity which is the subject of this agreement, Licensee shall indemnify, hold harmless and defend the District form all costs and liabilities associated with such permitand other requirements, including but not limited to all costs associated with all permit acquisition, construction, monitoring, treatment, administrative, filing and other requirements. LICENSE AGREEMENT - 10 in. The parties to this agreement recognize this license agreement is an accommodation to Licensee. The District by this agreement does not assume, create, or exercise legal or other authority, either express or implied, to regulate control, or prohibit the discharge or contribution of pollutants or contain inants to the District's facilities or to any groundwater, waters of the State of Idaho or the United States, or any other destination. Such authority, to the extent that it exists, is possessed and exercised by governmental environmental agencies. n. The pathway constructed by Licensee within the District's easement, and permitted by this Agreement, shall be operated and maintained by the City of Meridian. An express condition of this Agreement, and the District permitting said pathway within its easement, is that the City of Meridian enter an Agreement with the District in which it assumes operation, control and maintenance of the pathway. If the City of Meridian declines to accept the pathway and enter into said Agreement then said pathway is no longer authorized within the District's easement. o. Piping and relocation of the Stokesberry Lateral and Finch Lateral shall be completed prior to March 15, 2011. All other construction shall be completed one year from the date of this Agreement. Time is of the essence. 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