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Kleiner Well Sharing, Water Supply, and Easement Agreement17� f �jC..S • 2413Y1� — (o N�s•3vgsrl AOA COUNTY RECORDER J. DAVID MARRO AIBM 81.06 28 101SE IDAHO 070108 01:46 PIN AWNED— DEPUTY Danielle O RECORD111 �ill��I[ni31�N�t�llt��il� l �I ED—REQUESTEST h OF FlrtlArwicttt 1080 7 7 Recording Requested By and II When RemrdW Ruum to: f Richard D.1•temdon { Griffis Flerther Et Herndoo LLP 3500 Red Bank Road Cincirniiii, Ohio 45227 SPACE AWV11TM1 tM8 RM OW090ln7 GSE pav WELL SHARING, WATER SUPPLY AND EASEMENT, AG REEMENT r THIS WELL SHARING, WA17R SUPPLY A14D EASEMENT AGREE,VIENT (this "Agreement") is made as of the S day of July, 2008 (the "Effective Date'), among DAVID E. KLEINER, TRUSTEE OF 71M 2008 KLEINER FAMILY TRUST UTA DATED MARCH 4, 2008 (the "Kleiner Trust'), EUGENE M. KLEINER and MICHAEL E. HUTER AS CO -TRUSTEES OF THE JULIUS M. KLEINER MEMORIAL PARK TRUST, UTA DATED APRIL 5, 2007 (the -Park Trust'), and MERIDIAN CENTERCAL, L.L_C., a Delaware limited liability company ("CenterCal") (collectively, the Kleiner Trust, the Park Trust and CenterCaI are referred to from time to time herein as the "Parties") under the following circumstances: t RECITALS A. The Kleiner Trust is the fee owner of real property located in Ada County, Idaho, and Iegally described in Exhibit A attached hereto (the "Kleiner Property'). The Kleiner Property consists of a parcel containing approximately 22.32 acres of land (Parcel 3). B. The Park Trust is the fee owner of certain real property located adjacent to the Kleiner Property, and legally described in Exhibit H attached hereto ((he "Park Property'). The Park Property is a single parcel containing approximately 60.00 acres of land. - C. Center" is the fee owner of certain real property located adjacent to the Kleiner Property, and legally described in Exhibit C attached hereto (the "CenterCal Property"), The CenterCat Property is made up of two (2) parcels containing approximately 35.85 acres of land (Parcel I -A) and 53.94 acres of land (Parcel 1-B)_ The Kleiner Property, Park Property and CenterCal Property are sometimes hereafter collectively referred to as the "Properties" and are shown on the site plan attached hereto a9 Exhibit D (the "Property Site Plan"). D. The Parties to this Agreement, by law, each own a portion of the water right described in State of Idaho Water License Number 63 10412 (the "Water License'), which authorizes the diversion of a Iota[ of 2.5 cfs of water for the irrigation of a total of [ 29 acres C.V"UMIES VW 3cQ9gW9%t;x&1 SSaiaplTeawortry rammer Re1H]I,Krt17-224sv2WEU SHARING WATER SUPPLY AND EASEMENT AGREEMENhku DOC .1 47340aeea i 2»11c1 0 07,,-___ within the Properties and a total annual diversion volume of 580.50 acre feet per year (4.5 acre- feet per arae). The Parties' respective shares of the Water License arc referred to individually as a "Water Right" and collectively herein as the "Water Rights." The allocation of the Water License among the Water Rights (the "Proportionate Shares") is as follows: Party Proportionate }diversion Acres Diversion Narne of Right Share . Rate Volume Kleiner Trust 12.97% 3243 CFS 72.32 7519 Kleiner Trust Water Right Parcel 3 CenterCal 20.83% .5208 CFS 35.85 120.93 Center CaC Water Right arcel I A CenterCal 31.34% CFS 53.94 181.92 CenterCal Water Right arcel 1 BPark L.7835 :1 Trust 34.86°/ 5 CFS 60.00 1202.36 Park Trust Water Ri hs E. The Water Rights of all the Parties are currently delivered from a ground water well located on the Klciner Property shown on the Property Site PIan as "Irrigation Well A", F. The Parties desire to divert their Proportionate Shares of the Water License from wells located or to be located on each of their respective Properties and to engage in -the administrative process necessary to amend the Water Rights to allow for the additional points of diversion under the Water Rights. If adequate wells cannot be constructed or utilized on the CenterCaI Property or the Park Property or the Water Rights cannot be amended to allow for additional points of diversion for such additional wells,. the Parties desire to develop a new community well on the Park Property to serve as a replacement for Irrigation Well A. If new adequate wells cannot be installed on the CenterCal Property and the Park Property, and if a new adequate community well cannot be installed on the Park Properly, or if the Water Rights cannot be amended to allow for additional points of diversion for the above described new wells, or until such time as the preceding events occur, then the parties desire to share the use, operation, maintenance and repair of Irrigation Well A. all pursuant to the tams and conditions of this Agreement. G. The Parties desire to memorialize their agreements regarding the ownership of the Water Rights, their efforts to create new wells and to arfiend the Water License to allow for additional points of diversion, as well as to address their common ownership rights and obligations with respect to the wells described herein and al# related facilities, the costs associated with the creation of new wells, maintenance, repair, use and operation of shared wells and all related facilities, as well as to create the necessary easements related to such shared wells, all upon lire terms and conditions hereinafter set forth. C.'sDvc *U and Scnir{s4fg4Lou1 Smdh9ATetPFQnry IrA=9f FiksNOLK72174244VIWELt. SKAR[NQ WATER SUMLT AND EASEMENT AGREEMENrele.o.voc _2 1}ytQ,00pr,1197�rf.r .cY�C,— i I40 NOW, THEREFORE, in consideration of the mutual undertakings of the parties hereto, and for other good and valtiable consideration, the receipt and sufiicicncy of which are hereby acknowledged by all the Parties, the Kleiner Trust, the Park Trust and CenterCal agree as Mows. AGREEMENT 1. Agreement as to Proportionate Shares of Water Rights. The Parties hereby agree that the information contained in the Recital D above is accurate, and each Party specifically agrees that its Proportionate Share of the Water Rights as reflected therein and the specific Diversion Rate and Diversion Volume shown for it is accurate and agree and accepts the same as an accurate depiction of such Party's Water Rights. Each Party hereby assigns and transfers to the other Parties its interest in and to the Water License and Water Rights to the Went necessary to effectuate the ownership of the Proportionate Shares as set forth above in Recital D. 2. CenterCal and Park Trust to Pursue Replacement Wells. 2.1 CeaterCal and Park Trust to Pursue Separate Points of Diversion. CenterCal and the Park Trust cath agree to file an application for transfer with the Idaho Department of Water Resources ("IDWR") to change their respective points of diversion for their Water Rights from irrigation Well A to a well located or to be located on their respective Property at such specific locations as they may desire within sixty (60) days following the execution of this Agreement. The Kleiner Trust agrees not to file a protest or to otherwise contest the transfer applications, if and to the extent new wells are installed pursuant to this Section 2.1, the costs of installing such wells, the costs of the equipment associated with such wells and all application and miscellaneous fees and costs shall be shared by the Parties based upon their Proportionate Share as described in Paragraphl) of the Recitals Section of this Agreement. Each Party hereto shall pay its share of such costs to the Party installing such well within thirty (30) business days after being invoiced for the same. The Party sending such invoicc.shall provide a copy of all documentation supporting the invoice. 2.2 New Shared Well as Parte Trust'Property. in the event that CenterCal or the Park Taut are unable to change the point of diversion for their respective Water nights to add an adequate and acceptable well on their respective Properties pursuant to Section 2.1 above, then the Parties shall work cooperatively to replace Irrigation Well A with a new well to be constructed on the southwest corner of the Park Property at a specific location to be agreed-upon by the Panics who will be using such well, for use as a shared community well (the "Shared Replacement Wcll") by the Kleiner Trust and the Party or Parties who were unable to obtain approval for their own welts and to obtain all necessary governmental approvals required to utilize the Shared Replacement Well as.the point of diversion for the Parties' respective Water Rights. Once the Parties who will be using the Shared Replacement Well reach agreement on I the specific location, such Patties shall execute and record a Supplement to this Agreement to . i document the agreement on such location by incorporating a site pian showing the agreed to location (the "Shared Replacement Well Site Plan). The Parties who will be using the Shared Mootmntt aM SeaeWjk1,ocd 5caim&sMffppnry Isla l FfIeSMM217-2Z-OM ELL SHARING WATER SUPPLY AND F-ASEMENT AGREEMENTti n.t?OC 42140.0407 13041352 Replacement Well shall (i),share the costs of construction and associated expenses, including the cost of completing all administrative processes necessary to transfer the point of diversion under the Water Right from Irrigation Well A to the Shared Replacement Well, and (ii) jointly co-own the Shared Replacement Well and all associated pumping equipment based upon their respective Proportionate Shares (adjusted if one of the Parties is not utilizing the Shared Replacement Well and has provided a `Termination Notice" (as hereinafter defined)). In addition, the Parties using the Shared Replacement Well shall allocate the costs of operating and maintaining the Shared ' Replacement Well based on their Proportionate Shares (as adjusted if one of the original Patties is no longer a Party pursuant to a Termination Notice), In connection with the construction of the Shared Replacerent Well on the Park Property, the Parties using the Shared Replacement Well shall install water pipelines from such well to their respective properties at specific locations to be agreed upon by such Parties and install meters on such pipelines in order to insure that no Party receives an amount exceeding its Proportionate Shane of Water Rights. A meter t shall also be installed by the Parties on the Shared Replacement Well to measure the water being produced by such well. The Parties and their authorized representatives shall have the right to read all such meters from time to time. The rights of the Parties to read meters shall survive any Termination Notice provided under this Agreement. The specific agreed to locations for the above described pipelines shall be included on the Replacement Well Site Plan, and in any event, shall be adjacent to roadways or in such other areas that will not impair the development otthe Properties upon which the same are located. 2.3 Use of Irrigation Well A Pending Installation and Approval of f Replacement Wells. Until such time as IDWR approves the applications of CenterCal and the Park Trust for their replacement wells on their respective Properties or the application related to ilte Shared Replacement Well, with such approvals is any case as are reasonably acceptable to the parties utilizing the wells in question, and the replacement wells in question have been developed so that they produce4he quantity ofwater authorized for the Parties utilizing the same as reflected by this Agreement with acceptable water quality, the Parties may continue to use Irrigation Well A as a point of diversion for their respective Water Rights. s 2.4 Termination Notice. Once either CentetCaI or the Park Trust obtain approvals to use a replacement well oo its Property as a point of diversion for its Water Right and installs and is able to operate a replacement well producing the quantity of water such Party is entitled to with an acceptable quality of water, then such Party may provide written notice to the other Parties to this Agreement indicating that it intends to cease using Irrigation Well A or the Shared Replacement Well (the "Termination Notice'), as the case may be, specifying the date such Party will cease using the well in question. Effective upon the date specified in such Termination Notice, the Party providing such 'Termination Notice shall no longer be a party to this Agreement or bound to or liable hereunder, except for liability for costs incurred prior to isuch date and except for provisions contained herein expressly stated to survive the Termination Notice. -In addition, the Party providing•the Termination Notice shall no longer have any ownership rights or obligations with regard to Irrigation Well A or the Shared Replacement Well, as the case may be, or to any of the "Well Facilities" (as hereinafter defined) related to such well, and shall, upon request, execute "such bilis of safe or other instruments as the other I C1OOtnman1 CCd SeltlnW %LOCM SCHIMS lTemporery iRMMC FaerinLK7;l7•ZZ-06r2 WELL SMAftlt<o WATER SUPPLY AND 1 EtSEMENTAGREEmCNTdt ,DOC FI+ -4 4TlE6000Z 1199tr,L• j i le Parties may reasonably request in order to transfer its ownership interest therein to the other Parties and such easement vacations or other instruments as the other Parties may reasonably request to vacate easements that are no longer necessary. 2.5 Irrigation Well A as Community Well. If CenterCal and the Park Trust are unable to change the point of diversion for their Proportionate Share of the Water Rights to wells on their respective properties as provided in Section 2.1 above, and the Parties are also unable to change the point of diversion for their respective Proportionate Share of the Water Rights to the Shared Replacement Well as provided in Section 2.2 above, then, until they are able to do so, the Parties shall continue to use Irrigation Well A as a community well to supply irrigation water to the Properties. The Parties using Irrigation Well A shall co-own the well and all associated components thereof, including all pumps and related equipment and facilities utilized in the operation of such well (the "Well facilities"), and (ii) allocate the costs of operating and maintaining the Irrigation Well A based on their Proportionate Shares (as adjusted !:font of the original Parties is no longer a Party pursuant to a Termination Notice). 2.6 Installation of Lines for Irrigation Wcll A. If it is determined Thal Irrigation We]I A is going to be used by the Parties as a community veli, then within sixty (60) days after determination by any of the Parries hereto that the existing surface ditches and surface pipes aced to be relocated in order to develop their respective Properties, the Kleiner frust shall install water pipelines from Irrigation Well A to the Park Property and the CenterCal Property at i the points to be agreed upon by the Parties, whereupon the Parties shall execute a Supplement to lie. this Agreemeni to document such agreement on the locations by incorporating a water system site plan showing the agreed to locations (the 'Irrigation Well A Site Plan"). which shall be adjacent to roadways or in such other areas that will not impair development of the Properties upon which the same are located, or, at its option, have the respective Parties install their own water lines in conformance with such'Well A Site Plan, in which event the Kleiner Trust shall provide such Parties with the necessary easements and entry rights necessary to install the same. Until such time as any Parry makes a determination that the existing surface ditches and surface pipes need to he relocated in order to develop its Property, the Parties may continue to use such swface ditches and surface pipes to provide irrigation water to their respective Properties. The 1 plans and specifications for the new pipelines delivering water to the CeoterCal Property shall require the prior approval of CenterCal, and the plans and specifications for the new pipelines delivering water to the Park Property shall require the prior approval of the Park Trust, The Kleiner 'i'rusi shall also install a meter capable of metering all of the water produced by Irrigation Well A. a meter on the pipeline going to the Park Property, and a meter on the pipeline going to the CenterCal Property in order to insure that each Party does not receive an amount exceeding its Proportionate Share of Water Rights. The Parties and their authorized representatives shall have the right to read the meters from time to time, which right shall survive any Termination Notice given by any Party pursuant to this Agreement: If and to the extent the Kleiner Trust instalts the same, the Park Trust shall reimburse to the Kleiner Trust the cost of installing the delivery pipeline to the Park Propeny and the water meter on such pipeline, subject to the Park Trust's prior approval of such work, within ten (10) business days following mccipt a written statement therefore, together with a copy of all documentation supporting the written statement C CIDo "enes eM SwingMei"at scrtintATcrwomy enema FROOLVAI-72-09. WUL StiAAlNO WATER SUPPLY AHD BASEMENT AGAEEMVittr n.DOC -5 6A, 423+0.08011 avert 2 v 10 If and to the extent the Kleiner Trust installs the same, CenterCal shall reimburse to Kleiner the cost of installing the delivery pipeline to the CenterCal Property and the water meter on such pipeline within ten (10) business days following receipt a written statement therefore. 2.7• Disclaimers as to Water Quantity and Quality. Neither the Kleiner Trust nor the Park Trust make any representation, warranty or guaranty to any Party regarding the quality of the water from wells located on their respective Properties, including but not limited to, the suitability of the water for irrigation purposes. For so long as wells are being shared under this Agreement, the Party required to maintain such welt hereunder shall provide the other Parties with not less then twenty (20)'days advance written notice of any planned interruption for maintenance, and the anticipated length of such interruption. Any planned interruption exceeding five (5) days shall require prior consent from all Parties. 3. Quantity of Water Supplied. Each of the Parties shall have the right to receive their Proportionate Shane of the Water License from the Shared Replacement Well or Irrigation - Well A, as the case may be. 4. Grant of Easements. 4.1 Shared Replacement Well Easements. If the Shared Replacement Well will be constructed pursuant to Section 2.2 above, the Paris Trust grants 10 the Kleiner Trust and to CenterCal the following easements- Easement") A nonexclusive• well easement ("Shared Replacement Well Payment") for all poses directly related to the production of groundwater at the Shared Replacement Well, including but not limited to, operating, maintaining, repairing, replacing. ; reconstructing, metering and monitoring the Shared Replacement Well and the Well Facilities associated with the same. The location for the Replacement Well Easement will be shown on the E Shared Well Site Plan once the Parties utilizing the Shared Replacement Well reach agreement on the same. ; (b) A nonexclusive subsurface pipeline easement ("Replacement Well Pipeline Easement") for operating, maintaining, repairing, replacing, reconstructing, and monitoring pipelines and related facilities to transport groundwater from the Shared Replacement Well to: (a) the boundary of the Kleiner Property in the case or the Kleiner Truss; and (b) the boundary of the CenterCal Property in the case of CenterCal (the "Shared Replacement Well Pe' te' Ea A ' Th Sit nc pe scmtn' rca J. c arcd ReplaeernCrlt Well Plpehne Easement Area shall be an area that is five (5) feet on either side of the center line of the pipeline to be constructed pursuant to Section 2.2. The Park Trust agrees that no structures. walls, fences, obstructions or barriers of any kind (whether temporary or permanent) shall be constructed, erected or permitted over the Shared Replacement, Well Pipeline Easement Area The location of the Shared Replacement Well Pipeline Easement Area will be shown on the Shared Well Site Plan once the Parties utilizing the Shared Replacement Well reach agreement on the same. C:Ioouemeou rid Scnu�gtrf�Eo-4 Stui.j*TCMporay !Maxi Flr=+oLK7217.22.Otv2WELL SHARINtr WATER SUPPLY AND EASEMENTAGREEMENTcle .VOC � —6 w.o wa2. � revusl i (c) A Nonexclusive easement ("Shared Replacement Well Access Easement") for ingress and egress on such portions of the Park Property reasonably approved by the Park Trust and the other Panics utilizing tho same which is necessary in order for the Kleiner Trust and CenterCal to exersisc and perform their rights and obligations pursuant to this Agreement. The access rights of the Kleiner Trust and CcnicrCal shall be directly related to the produclion of water and operation of the Shared Replacement Well and the Well Facilities associated therewith. The Kleiner Trust and CentcrCal, as the case may be, shall provide the Park Trust with reasonable advance notice when they desire access to the Park Property for the purposed provided in this Agreement. The IUeiner Trust and CenterCal, as the'ease may be, shall not unreasonably interfere with the Park Trust's operations or use of the Paris Property while accessing the Trust Property pursuant to this Agreement. The Park Trust shall not install any improvements or alterations, or take any other actions, or permit any of the same t0 Occur, on the Park Properly which will restrict or prevent the Kleiner Trust or CentetCal from exercising the easement rights described herein_ I 4.2 Irrigation Well A Easements. For so long as Irrigation Well A shall be used as a community well pursuant to this Agreement, the Kleiner Trust grants to the Park Trust and to CentcrCal the following easements: . (a) A nonexclusive well easement ("Irrigation Well A Easement') for all purposes directly related to the production of groundwater at the Irrigation WeiI A, including but not limited to, operating, maintaining, repairing, replacing, reconstructing, metering and monitoring Irrigation Well A the Well Facilities associated with the same. The current location of the Irrigation Well A Easement is shown on the attached Exhibit (b) A nonexclusive subsurface pipeline easement ("Irrigation Well A Pipeline Fmcmenl') for oporating, maintaining, repairing, replacing, reconstructing, and monitoring pipelines and related faci tides to transport groundwater from Irrigation Well A to: (a) the boundary of the Park Property in the case of the Park Trust; and (b) the boundary of the + CenterCal Property in the case of CenterCal (the "Irrigation Well A Pipeline Easement Area"). The Irrigation Well A Pipeline Easement Area shall be an area that is five (5) feet on either side of the center line of the pipeline to be constructed pursuant to Section 2.6. The Kleiner Trust agrees that no structures, walls, fences, obstructions or barriers of any kind (whether temporary or permanent) shall be constructed, erected or permitted over the Irrigation Well A Pipeline Easement Area. The location of the Irrigation Well A Pipeline: Easement Area will be shown on the Irrigation Well A Site Plan once the Parties utilizing Irrigation Well A reach• agreement on the some. (c) A nonexclusive casement ("Irrigation Wcll.A Access Easement') for ingress and egress on such portions of the Kleiner Property reasonably approved by the Kleiner Trust and the other Parties utilizing the same which is necessary in order for the Park Trust and CenterCal to exercise and perform their rights and obligations pursuant to this Agreement. The access rights of the Park Trust and CenterCal shall be directly related to the production of water and operation of the Irrigation Well and the Well Facilities associated C`WD wrrnu wd Sd1kj r%UAal Smimpifaeporary lama FAu%OL3(7P7.22-09v2WEi1 SPEARING WATER SUPPLY ANO EASEMENT AGREE-MENrcico.000 -7 42344.m2 11 ENtafl 19-:�, • i� I therewith. The Park frust and Certtcr(.al, as the case may be, shall provide the Kleiner Trust with reasonable advance notice when they desire access to the Kleiner Property for the purposes provided in this Agreement. The Park Trust and Centett:st, as the case may be, shall not unreasonably interfere with the operations of use by the Kleiner Trust of the Kleiner Property while accessing. the Kleiner Property pursuant to this Agreement. The Kleiner Trust shall not install any improvements or alterations, or take any actions, or permit any of the same to occur on the Kleiner Property which will restrict or prevent the Park 'frust or CenterCal from exercising The easement rights described herein. 5. Relocation of Wells, Well Facilities and Pipelines. The Park Trust or the Kleiner Trust may from time to time elect to relocate the wells located on their respective properties, provided however, if the wells ane then still being Utilized by any other Party or Parties, then the conditions of this Section 5 shall apply to any such relocation. The proposed relocation for die well (a) must be reasonably acceptable to the other Parties then utilizing such well; (b) roust be in compliance with all applicable laws, rules and regulations; (c) shall be performed at the sok cost and expense of the Party relocating the same; (d) shall not reduce or impair the usefulness or function of the water service provided to the other Parties' respective - Properties; (e) shall be completed in a manner so as not to interrupt the provision of water to any of the other Patties' respective Properties; (f) shall not disrupt or diminish the extraction of ground water as then being extracted by the water well being relocated; (g) shall not substantially increase "Operating Costs" (as hereinafter defined). in addition, the Parry desiring to relocate the .water well shall cause to be provided to the other Parties still utilizing such well reasonably acceptable certifications from its water engineer and hydrogeologist attesting to the foregoing. c The expenses described above to be paid by the relocating Party shall include the necessary relocation and/or replacement of all Well Facilities and pipelines. The relocating Party shall provide the other Parties then utilizing the well reasonable advance notice of the relocation and work cooperatively with such parties. regarding the necessary relocation of irrigation pipelines and related facilities. 6. Ownership of Well'Faciiitics. Ownership of irrigation Well A and at of the Well Facilities associated therewith shall be owned by the Parties as tenants in common, with r each such Party's ownership share therein being equal to its Proportionate Share pursuant to Articlel) of the Recitals. The Parties shall execute such bills of sale or other reasonably requested documents from time to time to evidence such ownership rights. if the Shared Replacomcmt Weil is installed on the Park Property, then the ownership of the Shared Replacernent Well and the Well Facilities associated with the Shared Replacement Well for each Parry shall be equal to the above described ownership percentages_ Notwithstanding the foregoing provisions to the contrary, once a Party provides a Termination Notice, then effective as of the date Stroh Parry ceases using Irrigation Well A or the Shared Replacement Well, as the case may be, then such Party shall transfer to the other Party or Parties its ownership share in i such well and the associated Well Facilities by bill of sale or such other documentation as may be reasonably requested so that the ownership percentages will be proportionate to the remaining Parties' respective Proportional Shares. The transfer of ownership rights in the wells and the Well Facilities as described herein shall be without warranty or guaranty, other than a warranty CiDxwnncu nd Scuurq*fZUorrr'Scuintstrcmporsry hftmct FaestOLK7747.27-08v2WELL SNARMC WATER SUPPLY ANO EASEMENT AGRF.EM6NTcjewLo C _g 4uw.000z.1 no13a.2 I i by the transferring party that it has not transferred, encumbered or otherwise alienated its I owilerslup interest to any third party, in any way. i 7. Operatiou and Maintevance of Wells and Well Facilities, I 7.1 Licenses and Permits. The Park Trust ;hall obtain or cause to be obtained all authorizations, licenses, permits, consents and approvals of, notice to and registrations or filings with any governmental body, agency or other instrumentality that. are required to be obtained in connection with the operation and maintenance of Irrigation Well A or the Shared Replacement Well and the associated Well Facilities and pipelines ("Permits'). Each Party shall be responsible for the payment of its respective Proportionate Share of the cost of all such licensing and permitting costs ("Regulatory Costs'), with payment to be made within thirty (30) business days following receipt a wdncn statement therefor, together with copies of the actual invoices, bills or other reasonable documentation of the Regulatory Costs in question. 7.2 Operation and Maintenance. The Park Trust shall operate and maintain Irrigation Well A or the Shared Replacement Well and associated Well Facilities and pipelines in a good working condition and in accordance with all applicable governmental laws, regulations t and statutes by person(s) or entiry(ies) qualified and licensed to perform such work The costs of maintaining and repairing pipelines that serve one Party's Property exclusively shall be paid by that Party and the costs of maintaining and repairing shared pipelines shall be shared by the Parties based on their Proportionate Shares. The Park Trust shall also be responsible for maintaining and paying for electrical service at irrigation Well A or the Shared Replacement Well and to operate the Well Facilities. Bach Party shall be responsible for the payment of its respective Proportionate Share of the actual out-of-pocket third party cost of all such operation and maintenance costs. including the costs of maintaining and repairing pipelines that serve its Property exclusively ("Operating Costs'), which shall be billed on a quarterly basis with payment due thirty (30) business days following receipt of a bill for the stone, which shall be accompanied by copies of the actual bills and invoices or other reasonable documentation I evidencing the Operating Costs expended by the Park Trust. The Kleiner Trust and CenterCal shall have the right to conduct an audit of Operating Expenses for any calendar year, provided such audit is conducted upon at least fifteen (15) days notice, at the auditing Party's expense, during normal business hours, at Park Trust's offices where such records arc kept and is not conducted more than once with respect to the period in question. If such audit reveals that the Park Trust has overcharged the Kleiner Trust and CenlerCal, the.Park Trust shall promptly reimburse the K.Iciner Trust and CcntcrCal for the amount of such overcharge, and if such average cxeocds five percent (51/0) of the Operating Costs billed to the auditing Party, the Park Trust shall reimburse the auditing Party for its out-of- pocket cost in having such audit performed. Notwithstanding the foregoing, the Park Trust shall not incur Operating Costs greater then Ten Thousand Dollars'and no/100's (510,000.00) for -any individual item without C1De -emu wd SetriAt*fzMAed Settie&t:Te Pxrgr tatema F1k3}0t.KTtt7-3Z-M-2WEL1. SHARING WATER SUPPLY AND CASEMENT ACGREEMENrtlem.nbC -9 4234O.M7 10911;3 7C� • 0 I t first obtaining the written consent of the Kleiner Trust and CenterCal, such consent not to be unreasonably withheld, conditioned or delayed. The KIeiner Trust and Center -Cal, or their respective authorized representatives, shall have the right to observe the Park Trust's operation and maintenance activities on a periodic basis as reasonably necessary to ensure that the Irrigation Well A, or the Shared Replacement Well, as the case may be, and the associated Well Facilities we operated and maintained in accordance with the terms and conditions of this Agreement. Should the Park Trust fail to properly maintain Irrigation Well A, or the Shared Replacement Well, as the case may be, or any of the associated Well Facilities, the Kieiner Trust and CenterCal shall have the right to undertake necessary maintenance, the cost of which shall be shared by the Parties as provided in this Section 7, and shall have the same billing and collection rights as are afforded to the Park Trust hereunder. a. Costs of Installing New Wells. If CenterCal and/or the Park Trust install their owtr wells pursuant to Section 2.1 of this Agreement, or if the Parties elect to install the Shared Replacement Well on the Park Property pursuant to Section 2.2 of this Agreement, then the costs of installing such new wells and the associated Well Facilities shall be shared by all of the Parties hereto in accordance with their respective Proportionate Shares. Each such Party shall pay its Proportionate Share of these costs within thirty (30) business days after being invoiced for the same, which invoices shall be accompanied by copies of'the actual bilis or invoices from third parties or other documentation reasonably demonstrating the total costs involved with the well installation of the new wells and the associated Wel I Facilities. Prior to installing any of the new wells and associated' Well Facilities as described herein, the Party installing the same shall submit the bids, estimates and total` costs associated therewith to the other Parties for review and approval, which shall not be unreasonably withheld. Each of the Parties' obligations under this Section 8 regarding payment for installation costs shall survive such Party providing any Termination Notice. 9. Indemnification; 9.1 Indemnification by Kleiner Trust. The Kleiner Trust shall indemnify, defend • and hold harmless the Park Trust and CenterCal, and their respective trustees, beneficiaries, officers, • employees, directors, members, agents, contractors, attorneys and consultants, from and against all damages, claims, actions, demands, liabilities, costs and expenses, including without limitation, costs of investigation, lawsuits and other proceedings, whether in equity or in law, settlement costs, attorneys' fees and costs, and penalties or violations of any kind, which are alleged to directly or indirectly arise out of result from or relate to: (a) any injury to a person, property or entity occurring in connection with the exercise of any of its rights hereunder; (b) any negligent act or omission on the part of the Kleiner Trust or its trustees, agents, representatives, contractors, employees,_invitees, licensees or lessees in the performance of this Agreement, and (c) breach of the terms and conditions of this Agreement by the Kleiner Trust. The foregoing indemnification obligations owed to as indemnified party shall not include any claims or liability to the extent of the negligencc of such indemnified party. O%Dot—xms wd 5en6giurglLoca scWzgz%Tm#*nr'Y hvmta Mk&1 n.x7217_22-M2WEU. SHARING WATER SUPPLY ANO EASEMENT AGREE&QWcirnt.O(X -10 42140 0007. I VM991 2 9.2 Indemnification by the Park Trust. The Park Trust shall indemnify, . defend and hold harmless the Kleiner Trust and CenterCal, and their respective trustees, beneficiaries, officers, employees, agents, directors, members, contractor.% attorneys and consultants, from and against all damages, claims, actions, demands, liabilities, costs and expenses, including without limitation, costs of investigation, lawsuits and other proceedings, whether in equity or in law, setdament costs, attorneys' fees and costs, and penalties or violations. of any kind, which are aticged to directly or indirectly arise out of, result from or relate to: (a) any injury to a person, property or entity occurring in connection with the exercise of any of its i rights hereunder; (b) any negligent act or omission on the part of the Park Trust or its trustees, agents, representatives, contractors, employees, invitees, licensees and lessees in the performance of this Agreement; or (c) breach of the terms and conditions of this Agreement by the Park Trust. The foregoing indemnification obligations owed to an indemnified party shall not include any claims or liability to the extent of the negligence of such indemnified party. 9.3 Indemnification by CenterCal. CenterCal shall indemnify, defend and hold harmless the Kleiner Trust and the Park Trust, and their respective trustees, beneficiaries, employees, agents, contractors, attomeys and consultants, from and against all damages, claims, actions, demands, liabilities, costs and expenses, including without limitation, costs of investigation, lawsuits and other proceedings, whether in equity or in law, settlement costs, attorneys' fees and costs, and penalties or violations of any kind, which are alleged to directly or indirectly arise out of, result from or relate to: (a) any injury to a person, property or entity occurring in connection with the exercise of any of its rights hereunder; (b) any negligent act or omission on the pati of CenterCal or its officers, directors, agents, representatives, contractors, employees, invitees, licensees and lessees in the performance of this Agreement; or (c) breach of f the terms and conditions*of this Agreement 'by CentcrCal. The foregoing indemnification Iobligations owed to an indemnified party shall not include any claims or liability to the extent of the negligence of such indemnified party. 9.4 Survival of Indemnification Obligations. The obligations of the Parties I under this Section 9 shall survive any such Party providing a Termination Notice with regard to damages, claims, actions, demands, liability costs, or expenses arising out of actions or breaches that occur prior to the date of termination contained in such Party's Termination Notice. No person shall be liable under the indemnities in this Section 9 for the acts or omissions of its successors in interest. 10. Covenant. This Agreement and the rights, duties and obligations of the Parties under this Agreement shall be Successors construed as appurtenances to and covenants running with the property owned by the respcelive Parties. The parties agree that the provisions hereof shall inure to the benefit of and be binding upon the successors and assigns of the Parties to this Agreement. 11. Term. This Agreement shall commence on the Effective Date. Unless otherwise canceled or terminated in writing by the mutual agreement of the Parties, or pursuant to the terms of this Agreement, the casements granted in this Agrecruent shall continue in perpetuity or such C10oermenu and Smi"X*(eJ4cjI Scnin0%TemporW lwaye" F11C0oLK7A7.2249.2WELL SHARING WATER SUPPLY AHO EASEMENT AGAFEMENTch-.00C -I1 axl�d Door.! ioruls M C 0 shorter term if mandated by Idaho law Upon the expiration or earlier termination of this Agreement, the Parties will prepare and record a deed quitclaiming any interest in the easements treated under this Agreement. 12. Insurance. If the Shared Replacement Well is constructed" pursuant to Section 2.2 above, the Paris Trust shall obtain and keep in full force and effect during the term of this Agreement a policy of comprehensive liability insurance ("Replacement Wcll Liability Policy'!, insuring the Park Frust againit any liability arising out of the use, operation, maintenance or repair of the Shared ReplacmentWc11 and associated Well Facilities. Such insurance shall at all times by in an amount not Mess then 55,000,000 combined sing)c limit liability for personal and bodily injury and property damage. The insurance required by this Section shall be issued by responsible companies qualified to do business in the State of Idaho, with a "Best's Key Rating Guide" of at least ANIII_ Tire Kleiner Trust and CenterCal shall be named as additional insureds on such policy. Each Party shall pay its Proportionate Share of the cost of the Replacement Well Liability Policy in the same manner as they are required to pay Operating Costs pursuant to Section 7. For so long as Irrigation Well A. as currently located, shall be used as a community well pursuant to Section 2.3 above, the Kleiner Trust shall obtain and keep in full force and effect during the term of this Agreement a policy of comprehensive liability insurance ("Irrigation Well Liability Policy', insuring the Kleiner Trust against any liability arising out of the use, operation, maintenance or repair of Irrigation Well A, and the associated Well Facilities. Such insurance shall at all times by in an amount not less then 55,000,000 combined single limit liability for personal and bodily injury and property damage. The insurance required by this Section shall be issucd by responsiblc companies qualified to do business in the State of Idaho, with- a "Best's Key Rating Guide" of at least ANIII. The Park Trust and CenterCal shall be named as additional insureds on such policy. Each Party shall pay its Proportionate Share of the cost of the Irrigation Well Liability policy in the same manner as they are required to pay Operating Costs pursuant to Section 7. 13. Default. 13.1 Failure to Pay Expenses. In the event any Party fails or rcfuses to pay when due its share of any expenses incurred in connection with the construction, maintenance, operation and insurance of the irrigation wells, well facilities and pipeline delivery systems as provided for in this Agreement, which failure continues for a period of ten (10) days after receipt of written notice of a bill thereof, such failure shall constitute a default and legal action may thereafter be instituted against the defzulting party (the "Defaulting Party") by the Party that has paid the expenses (the "Curing Party") for reimbursement plus interest. Interest shall accrue froth the dare said bill was due and payable to and including the date said bill Is paid at the rate of twelve percent (121%) per antrum (the "Default Rate"). Furthermore, the Curing Party shall have a lien on the Defaulting Party's real property described herein for the amount of said expenses plus accrued interest as set foith above; providcd, however, that if there be a bona fide dispute as to the existence of such default or of the amount due and all undisputed amounts are C.%Doaxrwm W SettinplTemWruy Lnneet FtleAOLK7R7-22-Mv2WELL SHARING WATER SUPPLY AND EASEMENT AGREEMENTdcam.00C -12 4-MOOM 11"193.2 paid, there shall be no right to place alien on such Defaulting Party's real property until ten (10) t days after such dispute is settled by final court decree or mutual agreement and payment thereof Ito the Curing Party has not been made. j 14. Miscellaneous Provisions. 14.1 Recitals: The Recitals set forth at the beginning of this Agreement of any matters or facts shalt be conclusive proof of their truthfulness and the terms and conditions Mated in the Recitals, if any, shalt be deemed a part of this Agreement. 14.2 Good Faith. 'lyre Parties agree to exercise their best efforts and utmost good faith to effectuate all the terms and conditions of this Agreement and to execute such i further instruments'and documents as are necessary or appropriate to effectuate all of the terms and conditions of this Agreement. 14.3 Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which, taken together, shall constitute.one and the same instrument 14.4 Entire Agreement. This Agreement conraitis the entire agreement between the Panics regarding the Water Rights, the Shared Replacement Well and Irrigation Well A and supersedes all prior and contemporaneous understandings and agreements, whether ® oral or in writing, between the parties regarding the foregoing matters. There 'are no representations, agreements, arrangements or understandings, oral or in writing, between or 1 among the parties to this Agreement relating to the subject matter of this Agreement that are rat fully expressed in this Agreement or any addendum or supplement hereto. 14.5 interpretation and Headings. The provisions of this Agreement shall be construed as to their fair meaning, and not -for or against any party based upon any attribution to such party as the source of the language in question. Headings used in this Agreement are for convenience of reference only and shall not be used in construing this Agreement. 14.6 Governing l.aw. This Agreement shall be governed by the laws of the State of Idaho. 14.7 Venue. The venue of any action brought to interpret or enforce this Agreement shall be laid in Ada County, Idaho. 14.6 Severability. If any term, covenant, condition or provision of this Agreement, or die Ipplication thereof to any person or circumstance, to any extent shall be held by i court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, covenants, conditions or provisions -of this Agreement, or the application thereof to any person or circumstance, shall remain in full force and effect and in no way shall be affected, impaired or invalidated thereby. ClOwm¢nts rd SeginCMfrN,ou1 Seui"ATeffyw" Imemtt Fik6OLC72%T-12-0dv2WELL SNARING WATI-A SUPPLY AND EASEMDff AGREEMS TrJ=LoOC ' —ti ar4o.000znnsss.r i10 s 1.4.9 Waiver. The waiver by one parry of the performance of any covenant; condition or promise under this Agreement shall not invalidate this Agreement, nor shall it be considered a waiver by it of any other covenant, condition or promise under this Agreement. The waiver by either or both parties of the time for performing any act under this Agreement. shall not constitute a waiver of the time for performing any other act or an identical act required to bo performed at a later time. j 14.10 Ameadment This Agreement may be amended or supplemented at any time, but only by the written agreement of the Parties, '14.11 No Third -Party Beneficiaries.- This Agreement is intended to benefit only the Parties hereto and no other person or entity has or shall acquire any rights hereunder. 14.12 Survival. Each of the obligations of the Parties hereto to provide any documents, make any payments. or indemnify any other Party hereto shall survive the termination of this Agreement. 14.13 Further Acta. Each Party agrees to perform any further acts and to execute, acknowledge and deliver any documents which may be reasonably necessary to carry out the provisions of this Agreement. 14.14 Attorneys' been. In the event of any litigation involving the Parties to this Agreement to enforce any provision of'this Agreement, to enforce any remedy available upon default under this Agreement, or seeking a declaration of the rights of a Party under this Agreement, the prevailing party shall be entitled to recover from the other such attorneys' fees and costs as may be reasonably incurred, including the costs of reasonable investigation, ' preparation and professional or expert consultation incurred by reason of such litigation or appeal. 14.15 Notice. Any notice or other communication which a Party is required or may desire to give any other Party pursuant to this Agreement shall be in writing and shall be ij given by personal service, by United States registered or certified mail, return receipt requested, postage prepaid, or by generally recognized overnight carrier with proof of delivery provided, addressed to the party to whom the communication is being sent as follows: Address for Notices to Kleiner "frust: E Walter and Elizabeth Kleiner j{ 1.725 89th Place NE Bellevue, Washington 98004 C.Ulow enu vd Sciting&redAca ScainoTu&ponuy lntmic FikAOV12%7.22-0tr2WELL SHARING WATER SUPPLY AND EASEMENT AGREEMENrdern.000 -14 42340A"T 1Mull c9-z� i and David Kleiner 3841 Carr Place N. Seattle, Washington 98103 With am y to (which sha]I not constitute noticel: Stoei Rives, LLP 600 Uniye city Street, Suite 3600 Seattle, Washington 98101 Attn: David Rockwell, Esq. ddress_ for Notices to the Ptak Trust: The Julius M. Kleiner Memorial Park Trust clo Mr. Eugene M. Kleiner, Co -Trustee 19W Clise Place Wcst Seattle, WA 98199 and The Julius M. Kleiner Memorial Park Trust Micltacl E. Hutcr, Co-Trastce 217 W. Georgia Ave., Suite 100 Nampa, ID 83686 Fax No.: (208) 467-9983 With a copy to (which shall not constitute naticc Hawley Troxell Ennis & Hawley, LLP 877 Main Street; Suite 1000 PO Box 1617 Boise, ID 83701-1.617 Attn: Richard F. Goodson Fax No, 209-342-3829 Address for Notices to CenterCal- c/o CenterCal Properties, LLC 74SS SW Bridgeport Road, Suite 205 Tigard, Oregon 97224 Attn: Fred W. Bruning C50oeemmu mid SwiApV(&%.oW ScriPeTemPmiy Internet FIIcA0LK7217.224fv2WELL SHARING WATER SUPPLY ANO FASEAAEHT AORF.EME TCAs OOC C - 15 t2Nd�2, 119967.7 0-'z 6 With a copX to w rich shall not constitute notice)-- Griffin otice :Griffin Fletcher & Hemdon LLP 3500 Red Bank Road Cincinnati, Ohio 45227 Attn: Richard D. Herndon, Esq. Father party may change its address by written notice to the other given in the manner set forth above. Any notice so given shall be deemed to have been given at the time of delivery, if personally served, or as of the date of delivery (whether acccptod or refused) established by U.S. Post Office return receipt or tate overnight carrier's proo£of delivery, as the case may be, if sent by mail or overnight courier. 14.16 Exhibits. The following Exhibits are attached hcreio and made a part hereof: Exhibit A Legal Description ofthe Kleiner Property Exhibit 8 Legal Description of the Park Property Exhibit C Legal. Description of the CenterCal Property Exhibit D Property Site Plan (Showing Location of Current Well) 14.17 Authority. The individuals executing this Agreement represent and warrant that they have the authority to enter into this Agreement and -to perform all acts required by this Agreement, and that the consent, approval or execution of or by any third party is not required to legally bind the Parties to the terms and conditions of this ASTeemcni. 14.18 Limitation on Trustee. The individuals signing this Agreement on behalf of the Kleiner Trust and the Park Trust are executing this Agreement solely in their capacities as trustees under their respective trusts and any recourse against them or their respective trusts under this Agreement shall be asserted and recoverable solely from the assets of their respective trusts and not from the individual trustees personally. (SignatureS onfollowing page] C.V& mtcm ad Satings4{a%xal SetlinoTempoaq Imermr FikAOLKT217•224%vZwEi.4 SHARING WATER SUPPLY AND EASEMENT AGREEMEIfrekcn_DOC -l.6 42W.0001 11v9u51 I d ADDENDUM TO WELL, SHARING, WATER SUPPLY AND EASEMENT AGREEMENT This Addendum is attached to and forms a part of that certain Well Sharing, Water Supply and Easement Agreement dated July 3p.%r2008, among David E, Kleiner, as Trustee of The 2008 Kleiner Family Trust U/T/D March 4, 2008 (the "First Trust'), Eugene M. Kleiner and Michael E. Huter, as Co -trustees of The Julius M. Kleiner Memorial Park Trust U/T/D dated April 5, 2007 (the "Park Trust"), and Meridian CenterCal, L.L.C., a Delaware limited liability company ("CenterCal") to evidence and confirm that David E. Kleiner,. as Trustee of The 2008 Kleiner Family Trust 11 U/T/D July 29, 2008 (the "Second Trust'), and all of the interest now held or hereafter acquired in the Kleiner Property by the Second Trust, shall be subject to said Well Sharing, Water Supply and Easement Agreement and that the Second Trust shall be obligated under all of the covenants and subject to all of the conditions applicable to the First Trust thereunder. IN WITNESS WHEREOF, the undersigned Trustee has executed these presents as of the 2A day of July, 2008. 49 t David E. Kleiner, as Trustee for The 2068 Kleiner Family Trust II UITID July 29, 2008. STATE OF WASHINGTON ) )ss. COUNTY OF KING ) On this day personally appeared before me DAVID E. KLEINER, as Trustee of The 2008 Kleiner Family Trust II U/T/D July 29, 2008, to me known to be the individual described in and who executed the within and foregoing instrument as Trustee of The 2008 Kleiner Family Trust 11 U/T/D July 29, 2008, and acknowledged that he signed the same as his free and voluntary act and deed, for the uses and purposes therein mentioned. Given under my hand and official seal this �2�ay of July, 2008. Q �. lo NOTAR 9 �= _ POBLIC S , of WA l�Illt Scallk-34378119 1 004 083 4-000 06 Signature: Name (Print): NOTARY PUBLIC in and for the State of Washington, residing at J56CZ4&4 My appointment expires: — lie IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date. 9 � ttl DAVID E. KL..EINER., TRUSTEE OF THE 00$ KLETNER FAMILY TRUST UTA DATED MARCH 4, 2006 KLEINER TRUST ACKNOWLEDGEMENT STATE OF WASU ) . } ss. County of i-4 } I certify that I ow or have satisfactory evidence that (is/") the pemn(e) who appeared before me, and said person(o) acknowledged that htL signed this instnttnent, on oath, stated that h = (isAwo) authorized to execute the instrument and acknowtd td it as the Ttrt�_ of Awy gk J+1�,-. 16 rru to be the free and voluntary ect of such paity (ies) for the uses and purposes Mentioned in this instrument Dated:., an ow% 1444 Notaryna ( W or printed): Notary Public in and for the Statgo !residing at !ti My appointment expire CiDoal - and SeltinptYf�LLonr SatnA:remPwvr rntarrt FikAOLKMI-22-0tr2WE1.1. SHARING WATER SUPPLY AND. EASEMENTAGREEM£NTdun.OQC -17 423A0.DWI 11""1.2 AIMIL 07- <, C n . KLE R, -TRUS E OF THE KLEINER MEMORIAL PARK TRUST UTA DATED APRIL 5, 2007 MICHAEL E. HUT -Ell, CO -TRUSTEE OF THE JULIUS M. KLEINER MEMORIAL PARK TRUST UTA DATED APRIL 5, 2007 PARK TRUST ACKNOWLEDGEMENTS STATE OF W.k ) County of WnP-�- I certify that I know or have satisfactory evidence thatGuagNe [U- A 0 (is/are) the person(s) who appeared before m , and said person(s) acknowledged that f -- signed this instrument, on oath stated that (islart) authorized to execute the instrument and acknowledged it as the COof Tk� 1ULtuS.11.1LlElA'�, lV1Q tAt, 'f'i8IC'C�ibrbe the free and voluntary act of such party ties) for the uses and purposes mentioned in th=ient. Dated: Wo jotarffi- y name ( ed or printed): name A 1 fJE S4�i ,4^0 tWW Notary Public in and for the State of _JbAA NOTARY PUBLIC Residing at STATE OF WASHINGTON COMMISSION EXPIRES My appointment expires FEBRUARY 28,2W9 ----------------- C-Moafenls sM Set1rn&%A F&%Locsl SeniagslTmporary Incemet Fi1es%0LK72%7-22-08v2WELL SHARING WATER SUPPLY AND CASEMENT AGREEMENTelean DOG - Is 42340.0002.1 1998! 5 2 I• STATE OF )Ss, County of ) r I certify that 1 know or have satisfactory evidence that (isiare) the person(s) who appeared before me, and said persoa(s) acknowledged that ` signed this instrument. le oath as WI -t (iyara}. authorized ; executeWe instrument and aowledged it as of W be the free and voluntary act of such party (es) for the uses and purposes mentioned in this instrument. Dated: "042� k MD. c 1 i I na edorprinted): ,,iiiNiiNi111•, Alo[a P,, and for the �S.tate of '��.• y $Js+•i4 Residing at ��.` •..••. �Q•••,• My appointment expires r + A ��► �� 1. CC �� i ••fql/�si�s• I I i F C.iBar—Os fnJ Seninp4 e"ca! Sen6SAT..pomy lMcmet FiktWLKTA7-2241v2WELL. SNARING WATGR SUPPLY AVO i EASFMENrAGREEMEWcle .OM -I9 - ! MERIDIAN CENTERCAL, L.L.C., a Delaware limited liability company By. CENTERCAL, LLC, a Delaware limited liability company Its Sole Member By: CENTERCAL ASSOCIATES, LLC, a Delaware limited liability company Managing Member By. W4 " Narne: Jfim Paul Wardy Title: J# Member CENTERCAL ACKNOWLEDGEMENT STATE OF A14kO;z i A 0 )Ss. County of . Los A N Gr= L.F-- ---> ) On -17—uLy9Lr , 2008, before me, t 9&R-infE notary public, personally appeared � AtJ 15A—U—t— W ArI2Di _ who proved tome on the basis of satisfactory evidence to be the person(,) whose namep) is/am subscribed to the within instrument and acknowledged to me that helshak4ey executed the same in his/horAheir- authorized capacity(ie&), and that by his/lxrkl2eir signatureWon the instrument the person,(%f, or the entity upon behalf of which the person,Kacted, executed the instrument. �� I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. C.X0ocunxnts and SeuingsYhetndonULocAl SettingslTemporary Internet Fi1esV-22-080WELL SPEARING WATER SUPPLY AND EASEMENT AGREEMENT elcan.DOC -20 42140.0002 11"985,2 i ,29,,-t- OEM= Job 140: 6071Q70:00 SM&W-Cqt-WOfthe wmdmdq*utcrofScc6on4.To.wmbip3Nord; Rmp I East. IW3- Moididn, Ada Cowry, Mahe. Wag M—'PUd-1ady Abed W fallow. CDMb=WdMg'Mt Abram cap MNMUO,elleWcomerHAWOst of Sect ozi 4, -rownsWp 3 Norma,R-80 I East gaise M-WLVN - lb— S89*46'17-8, 2659.51 fart dl(3i1fgthe =A(aW Of the Sou&WCstqc&rtcrto a YO inch. reber madftg the son& qttrier-section O"mex aSec6m 4. P, 664.61 fee along tba oouffi lj= ofl&e spWhc 7.bMea'SMS'39" at qaWter. Th=MNW13-21�4 57,74 ton to a 141tich Leber marling tbosouibrg co",OfVdW, nr SdpfivWa% Book ;7 of Pidi mt PApel 704 $1706, of tkq zwr& zijht-Of-;pIL y rm of East F..6itw Aft tw POWOF -Tl;)tm NODW25'T; 741.97 feet alangiba vypam ljm of Venture SubdivbciWiq TheRca N99 -59.19-W, -1379 .9t f=4 Tkcx*2Sl.SS feet onanon-wigccit curve to the reg concave res aly.having u RM9IcOf3rl5*5r.&cEtOx4bearing ofSt6*07MM sod it chordlpo of277.97 fact; *Th.. S,00*40'37"W. 475.04 Act to &c -north riovof-way Npo ofEmit F dM1CW 0 *101* the DOA right-of-way IWc-ofFAU rairAew Avmue tot 518 flab rebw. Tbm= S49* -29"E. 4%4.68 foal along the math right-of-way line OfEat Fdrvfcw & Avme to 60 POM OF BEGINNING. CM, 4 The sboYc*scvRpcd pft=I couftip 2232 am=;; more or kaL Subject to any pdsfmg easements or **b ,of way of mato Or. &PPWML Of FX xi A10" ,29,,-t- n EXMM m I toe, 'Bamodary Desoftoon of Hew Pnneeil for Marwha Ceaftreak LLC Job No. 6077070.00 Apamd oi(lamd crit mteel4a 6a wu&wcx qmarft &M tiro w=t half arthe wu&jjcAq=W.. 011ie Soummat quarter ofsecdom 4. Township 3 Nodk Range I Eut, Boise Maiditn; Ada C-7ty. Mateo. being momyorlicubdy described ailbit6m. COMMMK:Eag eta bmw cep marking the southwest co = of §W&n 4. Township 3 Notch, &:_il Rjnw I Emd. Boim mer(imn Th mm SW46117"B, 2059.51 fb)ztalong the south Into orthe southww q=6 to a 54 inch Thence M"46'3972. 664,61 feet mlongAe south Une, of tlra sotrtlieast qpd,, the SoUffimst Oda= djrVaMM Sulxffcoq Book 27 OfPl".at Pages 1704 & 1705. modrds of Ada County, on sic north d& -of -..Sy line of Bad FdrAm Avemle; Thnma WO0-04-2M 741.97 &a elm& 6c west Um *f.V="= M*divislori to the Pozlir OF BFAMUM40- 1365. 19 fixaq Tbaim 11821 feet 6a is ma -t uWAA mu" to the let imeavc wesiady. having IL adins ofSt 1.67 feet a cental k4c of IVIC Ir. it ch�nmd bearIng of)UrbT12-W. and a mhord lc4* of 117.95 lbit; EA Thence N44'40'19-%, 649.89 finch Tbmm 391.07 flet on a emw to the right having n raft of 48833 feet a ai&4 aAda of 40°42'20' a cbmd bftieg of2}2j-j9v087W. =d R chord length of3r. 14 w.Tm Tkq- N02002'02'E, 7jqA7tm1; Thence 16,93 fed oa a cam lo the left having a ra" of 5;1.67 kck a ceft-al aced '267.and a eboM length of 16-95 feet; 711�w NOO*09*50*1!. 182.63 foam the north line ofdm vieg hidfofft southwest quart-, - 7b=iN99-5l'Ol- -9, 211-33 EW alodg fhe noill line of the West hd(af the SondrWest quartoto'& SA inch ;bdr roaffing the southwest comer ofRadibadw - • MW Estates SvbdMdon.No. 7. Book % ofPku at Pages 11965 & 11666, mwzds of A& County. imd the oordtwomff of the easa b2lfbftbo southwrx, quarter, - YX nNUSAM . ?Mc. I oft L ~ ` , ' -----_---__- - � � . ' r$aMe ' . ' --_-_' afA___ CAwmr., rilrLt*�=m�«�mn� =wim�� . . � . . .. i - Lpoc `--------- to . . . "WkwoOf?JMb6.ZmI&mw=4 4m25\===�"/A�c=p�r ' ` . . . . .. .muXriVl�mw&m7mfrhM ddnmwcM &mm. Sb ntMAKdW,2,c ow "mm="fvc**mftt&,j9.nU'jj= | . . . . . . ' . .-.. . . . , mom�af=y e="°a=*V;*Ulm - ' .. . / . . . . " . , . . ' ... . . .. . »�jr. 2 cf2' ! _ -----_--_. . '-__--_ -- __- _--_� -_--------- --__ E IMEM =ss 0 a PC -I M C. Hoaadary D�*tfon of Now Fm --d it for Meath Cealrrtal. LLC JobNa. 6077070.00 Fast Bolm MM&Mm. Ada County, Ydb,, b4bg mom PftdeWoLrly desmbed as follows; 6n'=P;m""V*Md-�@Ofwt *fSicdoll 4.Uwnihip3-No* Boisc brfcscid Tbmrc Nb0l10'43*4 2619.49 feet elm& the ,wt fine .c4p -&Idha eke -* quw__Kcdw 'UM= OfSbctldgt 7h 4- wccV89*WO.ZOP_ 70.oqW tjw=Au:jjO6f al-9'L-wh...t q..,w an the and 3i&-of—y line afHozlh p&og Bond. &a P06" OF BEQR4MNC, Tb ecce N99051'01-13, 1237.91 feet qj=Sthe north line OfthG ?xd bagafibe -T" Sons,54iv. Ido feet Of511.67 feet, g6=nxl Tb=w sorovft-W� MAI get-, Thence 3Q138 fee! as, a cae•ve.tn the JtB, having n rediae of 488.31 feet, a ceutttil ' anSlopC4,%*44?49".4shard b*ingorfS2O'20!22-F,aid 3chord kng*of371.76 TE— M91451' lrW; 1344.74 feet tq Ibc cmsfri&-Of way &06 of North Badi Road.• - Tb=ce-WOO*10'43% 12.60.65 feet dungffie ew rjgtit-of_way Kqc'6fNorth FjV0 JtOad to The POINT OF BEOWMMQ. '[be aboyc-d--hbed p—I -Wairis 35.95 Lc=., tore or Errs. Subject to any axifidns easements or rjgktj�oiway bfiecoO ak appucuL Pav I of I 0 I I tt D 1 3 1 a N I M c otNew Ib' for Meddlan Cmtowca& IXC Job No. 6077010.00 Aparcclafland sib late m4vmcd qu!rw VfSecdoa 4, Township 3,North, RARP I 24s . tw%m Mcnduu4 Ads Ownty, Idab*, being more paticaluly dmmczibc4 as -follows. OygccdO, 4, To* wbir 3 NW14 Riga I Bast, BoEmmawim; ThmMSW46-l7"%2023.2S fixt 4bag the "lise-Ofthe souttiwqtqumrtm-, . t— 11caft N00"!3'43"E. 5191 feet to The math sight -of -way line of Sass pah-view Ave,013, be PONr OF BEGUiNaNO, TUaw N99PS9'29-W. 777.49 be- slang ffirvorth dila-4f.wisp line qFest FiM, w $19 bxk rebm The IRriet'along the- north right-O&Vvmy line of East Fairview TbAce M9-S9WW. 631.00 feet &16g.tha north rlsmef-wny lima of Et Fairview AvesmicAo a S11 inch rbw, 10.00 feet along the porth #69 -of -way line cfEaitF*Uvkw Avam to a 516 Inch Yebax. 7hemcM89°59'29"W8591 fed along Ifne O#East Fgfrvlew� Avenue ID a 5/.9 ijm& robar, Thadca N95'1 812M 122.64 Me[ abag the north, sighs Of -way tint of Fra Fairview. Avenue to a 518 imb re6aq The= W$9-59�79-W, 217.51 fcct along the -north right -of -"y. Ibm of East Fahview Ave w tq a Sit mch iebar, 4= 34 TItc-c N57*2VOT'V, W.24 Scetalong'dis north Agbt-of-Way time ofwF4kvkw. a. Avmm to a br6n cap on the cast right-of-way Rae Of forth EaKle R*A- Thauce MO*10*43"E. 657.35 feet dwg the cast rf 4*fit-O&3� tuna 0040 North &OC Ro"'ta a bism sim". Th -n m, M'06'43W, 250-24 foot along the east dOtof-way line OfN4f6B..WO 'Road tD a 4 Pagb I Of I T6mm : W10.43 -K =29 k w do�dw c5Ytfi&-or-w&jE,. aFP Wil* .$4edtha5flj& rclic4aam?Ali ffrktCrfdL;nalbhelioft Qvg!ifWEGf2w ' x sales" quewier, {hcnmi+ W I11'43'A 0,34 Cdu i4bn& me C19 Fiat-0'9A%YI-Lbe ofT+WZIL i 711 uf4$ 9*+19 tg'Fry 15404 fccr o i M= 1'&69 VW4M a POD- ❑ -rvc % $a ioi� coaraerr€wfe�j: �rYPB i ' tnaw Of4asilJb'a'-a-KuC1'ST33",aabord 6afSdM'4i'33-1E' "d arm 1 of !6 6 i 'ibw=S4459p'iM" 491,99 A*t _ T&mcc116.2114 Os�►as[rebl e h Tm ar + Sii.#7%#,i ML& of 13`Wjr.acisarAofsk 4312-A wdachaSd of 117$5 `rFcraesN"91;irw.l3.73AMC, - TPmec28].5#fact onaDHIJ " =WjOtheeABUOQQWTaNVWCrfY.hEYL-4e reOw n650Ol4O 6o+t w Dmor4 aqk 4f3201 V.5r; O1as�lbeaeicsg�i SX$ T y r ■n4aohaidieugchLc&27117*ck , EhrrrmSOa-dO-37-W,471.04'95e i6e7-01LFtr}FDlRCYNNXgo[ " I& ehov&+%=c : bed pwt4 =txi s 5394 amr-Tj mare+ w lr,.w Sbbita to any c3omt6c =§r..- rrd =l q� upvM[Ojt r, . `• 04 # s. 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