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Kuna Victory LLC Kennedy Lateral Victory Commons Subdivision Instrument #2020-094600 DATE: 04 AUGUST 2020 TO: Sawtooth Law Offices, PLLC FROM: NAMPA & MERIDIAN IRRIGATION DISTRICT License, Easement, Project and/or Crossing Agreement(s) Approved at Board Meeting of 07 and 21 July 2020 License Agreement 18 pages Calistoga Partners LLC Ten Mile Drain Instrument#2020-090400 Agreement 7 pages Meridian, City of Ten Mile Drain Instrument#2020-090401 Relinquishment of Easement 4 pages Independent School District of Boise and Boise, City of Tuttle Lateral Instrument#2020-094597 Relinquishment of Easement 4 pages Independent School District of Boise and Boise, City of Tuttle Lateral Instrument#2020-094598 Relinquishment of Easement 4 pages Boise, City of Tuttle Lateral Instrument#2020-094599 License Agreement 16 pages Kuna Victory, LLS Kennedy Lateral . . . . Instrument#2020-094600 Agreement 9 pages Meridian, City of Kennedy Lateral Instrument#2020-094601 License Agreement 12 pages Juston and Ann Buckingham Ridenbaugh Canal Instrument#2020-094602 1 ADA COUNTY RECORDER Phil McGrane 2020-094600 BOISE IDAHO Pgs=16 NIKOLA OLSON 07128/2020 11:52 AM NAMPA MERIDIAN iRRIG DIST NO FEE 11111 1111111 I II 111111111 11111111111111111 II III III 00820366202000946000160161 LICENSE AGREEMENT AAA This LICENSE AGREEMENT,is made and entered into this r day of ,2020, by and between NAMPA & MERIDIAN IRRIGATION DISTRICT, an irrigation district rganized and existing under and by virtue of the laws of the State of Idaho,hereinafter referred to as the"District",and KUNA VICTORY,LLC,an Idaho Iimited liability company, Whose address is:P.O.Box 51298,Idaho Falls,Idaho 83405, hereinafter referred to as the"Licensee", WITNESSETH: WHEREAS, the District owns the irrigation/drainage ditch or canal known as the KENNEDY LATERAL{hereinafter referred to as"ditch or lateral"),an integral part of the irrigation and drainage 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 lateral,and to access the ditch or lateral for those purposes; and, WHEREAS,the District operates,cleans,maintains,repairs and protects the ditch or lateral 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 lateral and easement,and is particularly described in the"Legal Description"and/or deeds attached hereto as Exhibit A and by this reference made a part hereof; and, WHEREAS,the ditch or lateral 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 lateral 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 ofthc covenants,agreements and conditions hereinafter set forth,the parties agree as follows: A. Acknowledgment of the District's Easement. I. Licensee acknowledges that the District's easement for the ditch or lateral includes a sufficient area of land to convey irrigation and drainage water,to operate,clean,maintain and repair the ditch or lateral,and to access the ditch or lateral for said purposes and along this section of the Kennedy Lateral is a minimum of 55 feet,20 feet to the left and 35 feet to the right of the centerline looking downstream,and also includes the bank and slope which supports the Kennedy Lateral and the District's easement therefor. LICENSE AGREEMENT- 1 B. Scope of License 1. The Licensee shall have the right to modify the ditch or lateral or encroach upon the District's easement along the ditch or lateral 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 lateral 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 lateral 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 of the ditch or lateral 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 or the bank or slope which supports the ditch or lateral,nor perform any construction or activity within the District's easement for the ditch or lateral 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 legaalIy 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 1. 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 the 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. 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; LICENSE AGREEMENT-2 b. an interruption or interference with the flow of irrigation or drainage water in the ditch or lateral 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 lateral; f. any other damage to the District's easement and irrigation or drainage 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 31, or any other damage to the easement and irrigation or drainage 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 of the ditch or lateral, or causes or contributes to any of the circumstances enumerated in the preceding paragraph, 3.a. through If.,or any other damage to the easement and or drainage 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 circumstances. 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 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 lateral is a manmade channel that was constructed and is used and maintained by the District for the exclusive purpose of conveying irrigation or drainage water to lands within the District. As such,Licensee further acknowledges and agrees that the ditch or lateral does not constitute a natural or navigable watercourse or stream. 2. The parties hereto understand and agree that the District has no right in any respect to impair the uses and purposes of the irrigation or drainage works and system of the District by this License Agreement,nor to grant any rights in its irrigation or drainage works and system incompatible with the uses to which such irrigation or drainage works and system are devoted and dedicated and that this contract shall be at all times construed according to such principles. 3. Nothing herein contained shall be construed to impair the ditch or lateral 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 LICENSE AGREEMENT-3 lateral for the transmission and delivery of irrigation or drainage 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 Iateral. 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 lateral by the District with its equipment for the maintenance of the ditch or lateral shall be promptly removed by the Licensee upon demand of the District. E. Applicable Law and Jurisdiction Unaffected, 1. 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 or drainage 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 omissions of Licensee or its agents,contractors or subcontractors in performing the construction and activities authorized by this License Agreement. G. Fees and Costs l. The Licensee agrees to pay reasonable attorney fees and engineering fees charged by the attorney forthe District or by the engineers for the District in connection with the negotiation and preparation of this License Agreement. LICENSE AGREEMENT-4 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 ply. H. Miscellaneous 1. 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 Assienment. 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. Amendment and Modification. Any amendment or modification of this 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. BindinL Effect. The covenants,conditions 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 shall 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 Seepage 1 for Licensee 5525 East Greenhurst Nampa,ID 83686 Notices shall be deemed to have been delivered upon hand deposit in the United States mail as provided above. LICENSE AGREEMENT-5 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 name to be subscribed by its duly authorized officer,all as of the day and year herein first above written. Inh'/� NAMPA& GATION DISTRICT OFFICIALcid c U y .Ea p, Its President ATTEST: 1 �6N Its Secretary STATE OF IDAHO ) ss: County of Canyon } On this 6N 1 day of ,2020,before me,the undersigned,a Notary Public in and for said State,personally appeared Will Patterson and Daren Coon,known to me to be the President and Secretary, respectively, of NAMPA &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:7E d and affixed my official seal,the day and year in this certificate first above written. ic f o CHANEE GRANT T -- ,Idaho COMMISSION #63457 sion Expires:Al s1 NOTARY PUBLIC STATE OF IDAHO LICENSE AGREEMENT-6 KUNA VICTORY, LLC, an Idaho limited liability company, By: BV Management Services,Inc.,an Idaho Corporation,the Manager By: _ Cortney Lid yard,Presi nt STATE OF IDAHO ) )Ss. County of �VAV,r; ) On the day of Li t � ,2020,before me the undersigned,a notary public in and for said State, personally appeared Cortney Liddiard, known or identified to me to be the President of BV Management Services, Inc., which corporation is the Manager of Kuna Victory, LLC, and the Manager who subscribed said limited liability company name to the foregoing instrument,and acknowledged to me that such corporation as the Manager executed the same in said limited liability company name. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. (seal) JEOD K JONES Noto Public r Idaho COMMISSION NO.20181559 NOTARY PUBLIC STATE OF IDAHO MY COMMISSION EXPIRES 8/24124 LICENSE AGREEMENT- 7 2775 W.Navigator Drive,Suite 210 Idaho Office Meridian,Idaho H O RR4 C K S Tel: 208.895 252a vnNw.h otrocks corn qq E N G I N E E R S Date: April 03,2020 Project: ID-1402-1810 Page: 1 of 2 PARCEL A Victory Commons P.B.A. This parcel is situated in Government Lot 4 of Section 19, Township 3 north,Range 1 East,Boise Meridian, City of Meridian,Ada County, Idaho,being all of Lot I and a portion of Lot 2,Block 1 of Mussell Comer Subdivision,on file in Book 95 of Plats at pages 11624-11626,also being a portion of Parcel A of Record of Survey Property Boundary Adjustment No. 8699,records of Ada county, Idaho,more particularly described as follows. COMMENCING at the southwest corner of said Government Lot 4; thence along the west boundary of said Government Lot 4, 1) N.00°38'36"E., 725.70 feet;thence leaving said west boundary, 2) S.89°31'23"E.,70.00 feet to a point on the east right-of-way of South Kuna- Meridian Road as it now exists and the POINT OF BEGINNING;thence along said right-of-way, 3) N.00°38'36"E.,605.56 feet to the northwest corner of said Mussell Subdivision; thence along the north boundary of said Mussell Subdivision, 4) N.89°41'44"E., 162.07 feet to a found 5/8-inch diameter iron rod marking the northeast comer of said Mussel] Corner and a point of curvature;thence along the cast boundary of said Mussell Corner and a curve to the left, 5) Having a radius of 655.00 feet,an arc length of 438.43 feet,through a central angle of 38*21'05",and a long chord which bears S.31°35'05"E.,430.29 feet; thence continuing, 6) S.50°45'37"E.,558.77 feet; thence, 7) S.53"22'31"E.,264.29 feet to the most northerly corner of Lot 5, Block l of said Musscll Corner; thence along the northwesterly boundary of said Lot 5, 8) S.36°3226"W.,32.16 feet to a found 5/8-inch diameter iron rod marking the most westerly comer of said Mussell Corner, thence along the southwesterly boundary of said Lot 5, HAD 1402 Victory Commons/Project Data/04 Survey/4.02 Descriptions/Pamel A PBA 012200 Exhibit A, page 1 Date: April 03, 2020 Project: ID-1402-1810 Page: 2 of 2 9) 5.53°04'23"E., 21.53 feet to a found 5/8-inch iron rod marking the most southwesterly corner of said Lot 5;thence along the south boundary of said Lot 5, 10)S.89°40'45"E.,18.57 feet to a found 5/8-inch diameter iron rod marking the southeasterly boundary of said Lot 5; thence,along the easterly boundary of said Mussell Comer also being the east boundary of said Government Lot 4, 11)5.00°29'09"W., 361.08 feet to the southeast corner of said Mussell Corner and a point on the north right-of-way of E.Victory Road; thence,along the south boundary of said right-of-way and Mussell Corner, 12)5.89°42'17"W., 633.35 feet to a point on the westerly boundary of said Parcel A,- thence along said westerly boundary, 13) N.00°00'00"E, 159.17 feet to a found 5/8-inch diameter iron rod;thence continuing, 14)N.89°04'23"W., 104.01 feet; thence continuing, 15)N.00°55'37"E., 110.06 feet; thence continuing,_ 16) N.89"04'23"W., 51.53 feet; thence continuing, 17) N.00°38'36"E., 169.53 feet to the southeast comer of said Lot 2; thence along the south boundary of said Lot 2, 18) 5.89°42'17"W., 59.03 feet;thence leaving said south boundary, 19) N.00°55'07"E.,231.82 feet; thence, 20) N.89°31'23"W., 212.21 feet to the POINT OF BEGINNING. Containing 680,123 square feet(15.613 acres),more or less. HAD 1402 Victory Commons/Project Data/04 Survcy/4.02 Dcsctiptions/Parccl A PBA 012200 Exhibit A,page 2 EXHIBIT B Location of Property/Ditch See Exhibit D-1 attached hereto. EXHMIT C Pnrnose of License The purpose of this License Agreement is to permit Licensee to: 1. construct and install a concrete sidewalk/pathway, along the west side of the Kennedy Lateral and which will cross over the Kennedy Lateral and connect to the existing City of Meridian pathway in Bitterbrush Point Subdivision,and within the District's easement for the Kennedy Lateral; 2. construct and install a stacked boulder retaining wall to stabilize the slope/embankment of the Kennedy Lateral within and/or adjacent to the District's easement for the Kennedy Lateral and where the slope and bank for the Kennedy Lateral has been excavated/removed; and 3. relocate the existing waste line from the District's "Mussell"pressure irrigation pump station in a 12"PVC line and connect to the existing pressure irrigation lines and construct and install new pressure irrigation lines and services for Licensee's property within or adjacent to the slope of the Kennedy Lateral, all within Licensee's real property described in Exhibit A,Victory Commons Subdivision,located northeast of the intersection of Meridian Road and Victory Road in Meridian, Ada County, Idaho. No other construction or activity is permitted within or affecting the Kennedy Lateral or the District's easement. More specifically,the @Rproval pmAded in ara hs 1 and 2 ofthis Exhibit C relates only to the easement f r the Kennedy Lateral falling in Lots 1 dt 2.Block 1.Victory Commons„Subdivision(i.e. 398 feet from the northeast corner of the property descn'bed in Exhibit A to this License Agreement)and Licensee must submit plans to-the District for review and approval Prior to any additional excavation or disturbance of the bank/slove of the Kennedv Lateral. EXHMIT D SSecial Conditions a. The construction described in Exhibit C shall be in performed in accordance the plans attached hereto as Exhibit D-1 and by this reference incorporated herein. b. Licensee shall notify the District's Superintendent prior to and immediately after construction so that he or the District's engineers may inspect and approve the construction. C. With regard to the waste line referenced above in Exhibit C.3,Licensee acknowledges and agrees that the District will have an easement for the waste line and any pressure irrigation lines maintained by the District to operate and maintain the same and said easement shall be 10 feet,5 feet to either side of the centerline for the pipe(s). LICENSE AGREEMENT- 8 d. Licensee acknowledges and agrees that should the improvements, sidewalk or other encroachments need to be removed in order for the District to access,operate,maintain or repair the Kennedy Lateral, it shall be Licensee's obligation and cost of removing or replacing the improvements, sidewalk, landscaping and/or encroachments. Licensee finther agrees that the District shall not be liable for any damages which shall occur to the improvements,sidewalk or other encroachments in the reasonable exercise of the rights of the District in the course of performance of maintenance or repair of the Kennedy Lateral. e. 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. f Construction authorized by this License Agreement shall be completed within one year of the date of this Agreement. Time is of the essence. 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Iri., c Ri is 011 $ Rio TIC � Misa"�.s�sia<Tu �j a 4 a will Landscape Plan Victory Commons Subdivision g rn N Area Three M.Mr .E Exhibit h —1 . oaae 5