Master Agreement with Nampa Meridian Irrigation District NMID for Ridenbaugh Canal System - - ADA COUNTY RECORDER Christopher D.Rich AMOUNT .00 9
ADA COUNTY RECORDER Christopher D.Rich AMOUNT .00 14 BOISE IDAHO 04/11/14 08:29 AM
BOISE IDAHO 04/18/14 01:32 PM DEPUTY Use Batt
DEPUTY Bnie Oberbill RECORDED RECORDED-REQUEST OF II I I I II I II I II II I I II II I I II II II I II I I III Nampa Meridian—REQUEST
Dist 114026957
Nampa Meridian Irrigation Dist 114029168
MASTER AGREEMENT
THIS MASTER AGREEMENT, is made and entered into this 18 day of March ,
2014,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 (hereinafter
"District"), and
THE CITY OF MERIDIAN, a political subdivision and
Municipality of the State of Idaho (hereinafter "City").
WITNESSETH:
WHEREAS, the District's water distribution system(aka"Ridenbaugh Canal system")
and the District's drainage system include numerous irrigation canals, laterals, drains and
irrigation and drainage works and maintenance roads (hereinafter collectively referred to as
"ditches"and individually referred to as "ditch")with associated fee title land and/or ditch
easements (hereinafter collectively referred to as"associated property"),which the District has
described and recorded in Instrument No. 797771,recorded January 11, 1977 in the office of the
Ada County Recorder, Instrument No. 7608075, recorded March 4, 1976 in the office of the Ada
County Recorder, Instrument No. 989070, recorded on October 18, 1983 in the office of the
Canyon County Recorder and Instrument No. 8505634,recorded March 7, 1985 in the office of
the Canyon County Recorder(the parties acknowledge that, due to the large size and scope of the
District's water distribution and drainage systems,the descriptions in these instruments are not
intended as conclusive representations of those systems); and,
WHEREAS,the District operates and maintains its water distribution and drainage
systems for the purposes of delivering irrigation water to and providing drainage for lands within
the District's boundaries,
WHEREAS, the District utilizes the aforementioned fee title land and ditch easements to
access its ditches, to convey irrigation and drainage water,to monitor and adjust water flows,to
remove sediment and debris,to pipe, line and refurbish ditches,to maintain and repair ditch
banks and ditch roads, and to perform other inspection, operation, maintenance, construction and
repair activities with the appropriate personnel and equipment; and,
WHEREAS,the District and the City have previously entered agreements to permit the
City to construct, install, repair,reconstruct, operate and maintain water and sewer lines,roads,
bridges,pathways, storm water discharges, landscaping and other structures and uses(hereinafter
collectively referred to as"permitted encroachments,"and sometimes referred to individually as
"permitted encroachment")together with necessary appurtenances and works, across,upon,
within and into the District's ditches and associated property; and,
MASTER AGREEMENT-Page 1 of 9
Y&- Noe o,r a tc> alf'a'a ti e)OA( V f 1
WHEREAS,the City anticipates that it will seek to construct, install, repair,replace,
operate and maintain additional structures, landscaping, discharges and other uses across,upon,
within and into the District's ditches and associated property(hereinafter collectively referred to
as"future encroachments,"and sometimes referred to individually as"future encroachment");
and,
WHEREAS,permitted and future encroachments may be considered encroachments under
Idaho Code Title 42, Chapters 11 and 12, and they are collectively herein referred as
"Encroachments."
WHEREAS, City Encroachments are sometimes collectively referred to herein as
"Facilities"and the parties recognize and respect each other's interests and obligations to their
citizens, water users and patrons and to the public, and it is the intent of the parties hereto to
simplify the process of negotiating individual project terms, and to confirm the understanding
between the parties with respect to the District's requirements for such encroachments; and,
WHEREAS,both parties to this Master Agreement(herein referred to as"Agreement")
recognize that time is of the essence in all aspects of the actions contemplated by this Agreement
or associated individual project agreements(herein referred to as"Project Agreements"), and
therefore will make all diligent efforts to communicate,provide notice,make requests,respond
appropriately, complete work, transmit payments,provide feedback in a manner appropriate and
timely as reasonably possible so as not to cause undue delay,hardship, or additional cost to either
party whenever possible.
NOW, THEREFORE, for and in consideration of the covenants, agreements and
conditions hereinafter set forth,the parties mutually agree as follows:
1. Project Agreements for Permitted Encroachments. The duration of the
permission granted for all permitted encroachments and future encroachments shall be the period
of time that is reasonably necessary for the City to accomplish the purposes of the encroachment,
including construction, operation,maintenance,repair, in compliance with the existing or future
Project Agreement granting permission for the encroachment. The Project Agreement may
specify the anticipated length of the encroachment proposed whether it be temporary, for a
specific period of time, or in perpetuity.
2. Permission for Future Encroachments. The District agrees,upon its Board
approval,to grant to the City, subject to the terms and conditions hereinafter provided,permission
to construct, install,reconstruct, operate, and maintain encroachments across,upon, within or
into,the District's ditches and associated property where such grant will not unreasonably or
materially interfere with the District's operation and maintenance of said ditches including the use
of said ditches for the transmission and delivery of irrigation and drainage water. The District's
permission shall not be unreasonably withheld. The City shall not construct any encroachment
across,upon,within or into the District's ditches and associated property except as approved and
permitted by the District pursuant to this Agreement.
MASTER AGREEMENT-Page 2 of 9
3. Pathways. The City's proposals to construct pathways within or affecting the
District's ditches and associated property shall continue to be reviewed and permitted pursuant to
the"Master Pathway Agreement"between the District and the City dated December 19, 2000,
and recorded as instrument number 100102999 on December 26, 2000 in the records of Ada
County.
4. Encroachment Planning. Prior to submitting encroachment requests as provided
in this Agreement,the City agrees to consult with the District as early as possible in the
encroachments' initial planning phase to facilitate cooperation and mutual understanding of
project timing, components and potential impacts to the District's ditches and operations. The
City acknowledges that the District requires that certain projects be performed during the non-
irrigation season.
5. Submission,Review and Approval of Future Encroachments. The following
procedures,terms and conditions shall apply to the submission,review,and approval of requests
to construct, install, operate, and maintain future encroachments:
a. Prior to constructing any future encroachment,the City agrees to submit a
written request to the District(hereinafter referred to as"Project Request"), and to obtain the
District's written permission and approval through execution of a Project Agreement. The form,
terms and special conditions for such Project Agreements are attached hereto as Exhibit No. 1,
and by this reference made a part hereof. Prior to executing a Project Agreement,modifications
and additions to the form,terms and special conditions of Exhibit No. 1 shall be confined to
changes solely applicable to the project; shown in a markup draft; and disclosed,reviewed and
agreed to by both parties.
b. The City shall submit each Project Request far enough in advance of the
proposed initiation of construction or activity to provide the District a reasonable timeframe to
evaluate and respond to the request. The District shall promptly respond to any reasonable
inquiry by the City regarding the features or dimensions of the District's ditches and associated
property in the location of the proposed encroachment so that the City may make an accurate and
complete request.
C. Each Project Request shall describe the proposed construction or activity
generally, and identify the proposed dates of construction(if any).
d. Each Project Request shall include: a description of the proposed
encroachment; a location map; legal description,and construction plans which show the proposed
location, design, and all physical structures,plants and landscaping proposed to be constructed,
installed or planted.
e. The District's Water Superintendent shall review each Project Request and
communicate by letter to the City and the District's attorney whether the proposed construction or
activity meets the requirements of the District. Such letter shall not constitute approval of the
District. Approval may only be granted by the District's board of directors through execution of a
MASTER AGREEMENT- Page 3 of 9
Project Agreement during one of its regular meetings.
f. If the Water Superintendent indicates that the proposed encroachment will
meet the requirements of the District,the City shall submit the Project Request to the District's
attorney, and the District's attorney shall thereafter prepare a Project Agreement in a timely
manner. The Project Agreement shall incorporate by reference all covenants, conditions, and
agreements of this Agreement; shall identify the proposed construction or activity; shall give a
legal description of the subject property; shall describe the District's fee title land or easement;
and shall include any project specific special conditions applicable to the particular proposed
encroachment
g. The District's attorney shall submit an original of the Project Agreement to
the City for the City's approval and signature. After signing the Project Agreement, the City shall
return the signed original of the Project Agreement to the District's Water Superintendent to
include on the agenda for the next regular meeting of the District's board of directors for review
and action.
6. Aaaroval Conditions for Future Encroachments. Each future encroachment
permitted by this Agreement shall be conducted, constructed, installed, operated,maintained and
repaired in accordance with following conditions:
a. Each future encroachment shall be conducted, constructed, installed,
operated,maintained and repaired at all times by the City and at the cost and expense of the City.
b. The City shall conduct, construct, install, operate,maintain and repair each
future encroachment and conduct its activities within or affecting the District's ditches and
associated property so as not to constitute:
i. physical damage to any person or property, including,but not
limited to,the District's personnel, ditches and associated property ;
ii. an unpermitted interruption or interference with the flow of water in
any ditch or the delivery of water by the District;
iii. an increase in seepage or any other increase in the loss of water
from any ditch;
iv. the subsidence of soil within or adjacent to any ditch and/or
associated property; or
V. an unpermitted obstruction to the District's access to,operation or
maintenance of any ditch and associated property.
C. To the extent allowed by Idaho law,the City shall indemnify,hold
harmless and defend the District from all claims for damages arising out of any of the City's
construction or activity which constitutes or causes any of the circumstances enumerated in the
preceding paragraph.
MASTER AGREEMENT-Page 4 of 9
d. The City's future encroachments shall at all times be subject to inspection
by the District. If an encroachment results in any of the circumstances enumerated in paragraph
6.b. of this Agreement,the District shall give reasonable notice to the City, and shall allow the
City a reasonable period of time to take corrective action, 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 City fails or refuses to perform within a
reasonable period of time after demand by the District. All work performed shall be in manner
required by Idaho law, including but not limited to the use of Idaho State licensed public works
contractors and engineers and the performance standards as required by law and ordinance. The
City 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 City or any third party against the District for failure to exercise the options stated in
this paragraph.
e. The District shall not be liable for any damages which shall occur to any
structure or landscaping of the City in the reasonable exercise of the rights of the District in the
course of performance of maintenance or repair of the District's ditches and associated property
or in the performance of work which the City fails or refuses to perform.
f. Nothing contained herein or in any Project Agreement executed pursuant to
this Agreement shall be construed, implemented or enforced to impair, limit, restrict or otherwise
affect the District's rights, authority,powers, and discretion with respect to the District's ditches
and associated property, or to grant or create any rights which interfere with the purposes and uses
to which the District's ditches and associated property are devoted and dedicated. Further,the
District and the City agree that each party's rights and discretion to access, operate, construct,
maintain, repair, clean or otherwise use of any portion of the District's ditches and associated
property or City facilities and associated property are reserved.
g. The City acknowledges that the District has, and agrees that the District
shall continue to have, the right to deposit sediment,plant material, debris and other material
(collectively"spoil") which the District removes from its ditches on the District's associated
property. Without limiting this right, the District agrees to exercise reasonable best efforts to
avoid damaging or placing spoil on the City's facilities. The City may spread and level any spoil
removed from the District's ditches or, in the alternative,may transport the spoil to a sanitary
landfill or some other authorized place of disposal. The District shall have no obligation to
spread, level, or remove any spoil removed from the ditches and placed on the District's
associated property.
h. The City shall pay,to the District, applicable fees charged by the District's
attorneys in connection with the preparation or review of any Project Agreement executed
pursuant to this Agreement. The fee charged to the City shall not exceed one hour(1 hr.)of the
District's standard rate for attorney services, except in the case of City revisions to the Project
Request after submission to the District's attorney or large or complicated projects which require
extraordinary processing or analysis.
MASTER AGREEMENT-Page 5 of 9
i. The City shall comply fully with all federal, state or other laws,rules,
regulations, directives or other governmental requirements in any form as administered by
appropriate authorities,regarding environmental matters, and specifically those relating to
pollution control and water quality, which may be applicable to its construction, installation,
repair, operation, or maintenance of any City facility pursuant to this Agreement and any Project
Agreement executed hereunder.
j. The City shall have no right,power or authority to grant, allow or suffer
any third party materialmen's,mechanic's,contractor's or any other similar lien,charge or
encumbrance of any kind against the District's right, title and interest in the District's ditches and
associated property. The indemnification provision of paragraph 11 of this Agreement shall apply
and the City shall be responsible to remove and/or discharge any such lien that results from the
City's actions.
k. The covenants, conditions and agreements contained in each Project
Agreement and this Agreement shall constitute covenants to run with, and running with,the
servient lands and/or easements of the City, and shall be binding on each of the parties hereto and
on all parties and all persons claiming under them for as long as the subject facility continues to
be used for the purposes authorized by each agreement. The City shall provide the District
written notice upon cessation of use of each authorized facility for the authorized purposes.
7. Applicable Law and Jurisdiction Unaffected. Neither the terms of this Master
Agreement,nor any agreement executed hereunder,nor the parties exercise of any rights or
performance of any obligations hereunder, shall be construed or asserted to extend the application
of any governmental requirements or the jurisdiction of any federal, state, or other agency or
official to either the District's ownership,operation, and maintenance of its ditches and associated
property, orlto the City's encroachments which did not apply prior to and without execution of
this agreement.
8. Authorization From Servient Estate Owners Required. The City
acknowledges that the District has no right or power to create rights in the City affecting the
holders of title to property servient to the District's easements. With respect to the District's
easements,the District's commitments in this Agreement and the uses permitted by any Project
Agreement executed pursuant to this Agreement pertain only to the District's rights as the owner
of easements. Rights affecting fee title must be acquired from the holders of title to such
property. Should the City fall to obtain such rights from the holder of title to property servient to
an easement of the District which is the subject of a Project Agreement executed pursuant to this
Agreement, or should the rights obtained prove legally ineffectual,the City shall hold harmless,
indemnify and defend the District from any claim by any party arising out of or related to such
failure of rights.
9. No Claims Created. Nothing in this Agreement or any Project Agreement
executed or permit issued pursuant to this Agreement shall create or support a claim of estoppel,
waiver,prescription or adverse possession by either party hereto or any third party against either
party hereto.
MASTER AGREEMENT-Page 6 of 9
10. Assignment. Neither this Agreement nor any Project Agreement entered pursuant
to this Agreement may be assigned or transferred without the prior written approval of the Parties,
which approval shall not be unreasonably withheld.
11. Mutual Indemnity. Except as otherwise provided herein,the District and City
agree to indemnify,hold harmless and defend the other party from and against any and all claims,
losses, damages, and liabilities that the other party may incur as the result of the indemnifying
party's construction, installation,repair,reconstruction, maintenance, damage or removal of the
Districts ditches or associated property, or City Facilities.
12. Attorney's Fees. Should either party incur costs or attorney fees in connection
with efforts to enforce the provisions of this Agreement or any Project Agreement executed
pursuant hereto, whether by institution of suit or not,the party rightfully enforcing or rightfully
resisting enforcement of such provisions, 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.
13. Construction,Binding Effect. This Agreement shall be construed and enforced
in accordance with the laws of the State of Idaho and shall be binding upon and inure to the
benefit of the parties hereto and their respective successors. This Agreement is not intended for
the benefit of any third party and is not enforceable by any third party. If any provision of this
Agreement is determined by a court of competent jurisdiction to be invalid or otherwise
unenforceable, all remaining provisions of this Agreement shall remain in full force and effect.
The parties represent and warrant to each other that they each have authority to enter this
Agreement.
14. Catchlines. The catchlines or section headings herein set forth are provided only
for the convenience of the parties in locating various provisions of the Agreement, and are not
intended to be aids in interpretation of any provision of the 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 Agreement.
15. Notices. Any and all notices, demands, consents and approvals required pursuant
to this Agreement may be delivered by hand delivery,by mail to the physical addresses below:
Nampa& Meridian Irrigation District City of Meridian
1503 First Street South 33 East Broadway Avenue
Nampa, ID 83651-4395 Meridian, Idaho 83642
16. Entire Agreement. The terms and conditions contained within this agreement
contain the entire agreement of the parties. Any modifications or changes to Agreement must be
executed in writing. Oral amendments of the underlying Agreement shall not be valid until they
have been reduced to writing and approved by both parties.
MASTER AGREEMENT-Page 1 of 9
IN WITNESS WHEREOF,the District has hereunto caused its corporate name to be subscribed
by its officers first hereunto duly authorized by resolution of its Board of Directors and the City
has hereunto caused its municipal name to be subscribed and its seal to be affixed by it officers
first thereunto duly authorized by resolution of its City Council, all as of the day and year herein
first above written.
i NAMPA& MERIDIAN IRRIGATION DISTRICT
W
Its President
ATTEST:
Its Secretary
THE CITY OF MERIDIAN
By
ATTEST:
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City of
E IDIAN#--
IDAHO
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MASTER AGREEMENT-Page 8 of 9
STATE OF IDAHO )
ss:
County of Canyon )
On this 18 day of March , 2014, before me, the undersigned, a Notary Public in
and for said State,personally appeared will Patterson and
Daren R. 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 hereunto set my hand and affixed my official seal, the
day and year in this certificate first above written.
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off• . ; ®'��i�� Notary Public for Idaho
oo Residing at Caldwell , Idaho
My Commission Expires: 16 July 2018
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STATE OF IDAHO "00000�� ®�
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) ss:
County of Ada )
On this day of Wt , 2014,before me,the undersigned, a Notary Public
in and for said State,personally appeared ''� m- e.LU -o� and
Me- }'gyp IM.ar ,known to me to be the W Cc, OV' and
,respectively, of THE CITY OF MERIDIAN,the political
subdiyi,'ion and municipality that executed the foregoing instrument and acknowledged to me that
such entity executed the same.
IN WITNESS WHEREOF, I have hereunto set my h d and affixed my official seal,the
day and year in this certificate first above written.
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MASTER AGREEMENT-Page 9 of 9
Exhibit 1
PROJECT AGREEMENT
This PROJECT AGREEMENT, made and entered into this day of
, 20_, 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 party,hereinafter referred to as the"District,"and
THE CITY OF MERIDIAN, a political subdivision and
municipality of the State of Idaho,
33 East Broadway Avenue, Meridian, Idaho 83642
party or parties of the second part,hereinafter referred to as the"City,"
WITNESSETH:
WHEREAS,the parties hereto entered into a Master Agreement(provide reference of
executed Master Agreement recordation),hereinafter referred to as the"Master Agreement;"and,
WHEREAS,the District and the City intended by entering the Master Agreement to
establish a process for the City's submission of encroachment proposals and the District's
consideration of such proposals and to provide the general conditions for the District's approval
and permission of encroachment proposals affecting the District's ditches,property,operations
and maintenance; and,
WHEREAS,the City is the owner of the real property easement/right of way (burdened
with the easement of the District hereinafter mentioned)particularly described in the"Legal
Description"attached hereto as Exhibit A and by this reference made a part hereof; and,
WHEREAS,the District controls the irrigation/drainage ditch or drain known as the
[Meld 1j (hereinafter referred to as"ditch or drain")together with the real property and/or
easements to convey irrigation and drainage water,to operate and maintain the ditch or drain, and
which crosses and intersects said described real property of the City as shown on Exhibit B
attached hereto and by this reference made a part hereof; and,
WHEREAS,the City seeks permission to [_field 2j under the terms and conditions of
said Master Agreement and those hereinafter set forth,
PROJECT AGREEMENT Page 1 of 5
NOW, THEREFORE, for and in consideration of the premises and of the covenants,
agreements and conditions hereinafter set forth and those set forth in said Master Agreement,the
parties hereto agree as follows:
1. City may conduct, construct, operate and maintain[}field 3J
within the District's real property and/or easement for the [field 4J, all within Meridian,Ada
County, Idaho as shown in the attached project plans stated as Exhibit B-1.
2. Any construction or crossing of said ditch or drain shall be performed in
accordance with the project plans shown in Exhibit B-1 and the"Special Conditions" stated in
Exhibit C, attached hereto and by this reference made part thereof.
3. The parties hereto incorporate in and make part of this Project Agreement all the
covenants, conditions, and agreements of said Master Agreement unchanged except as the result
of the provisions of this Project Agreement.
The covenants, conditions and agreements herein contained and incorporated by reference
shall constitute covenants to run with, and running with, all of the lands of the City described in
said 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.
END OF TERMS - SEE FOLLOWING PAGES FOR SIGNATURES
PROJECT AGREEMENT Page 2 of 5
IN WITNESS WHEREOF,the District has hereunto caused its corporate name to be
subscribed by its officers first hereunto duly authorized by resolution of its Board of Directors
and the City has hereunto subscribed its corporate name to be subscribed and its seal to be
affixed thereto, all as of the day and year herein first above written.
NAMPA&MERIDIAN IRRIGATION DISTRICT
By
Its President
ATTEST:
Its Secretary
THE CITY OF MERIDIAN
By
Its
ATTEST:
PROJECT AGREEMENT Page 3 of 5
STATE OF IDAHO )
) ss:
County of Canyon )
On this day of , 20_,before me,the undersigned, a Notary Public
in and for said State,personally appeared and
,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 hereunto set my hand and affixed my official seal,the
day and year in this certificate first above written.
Notary Public for
Residing at ,
My Commission Expires:
STATE OF IDAHO )
ss:
County of )
On this day of , 2C_,before me,the undersigned, a Notary Public
in and for said State,personally appeared and ,
known to me to be the and ,respectively, of
The CITY OF MERIDIAN,the entity that executed the foregoing instrument and acknowledged
to me that such 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.
Notary Public for
Residing at ,
My Commission Expires:
PROJECT AGREEMENT Page 4 of 5
EXHIBIT C
Special Conditions
a. Construction of the [Meld sJ shall be in accordance with Exhibit 13-1, attached
hereto and by this reference made a part hereof.
b. City shall notify the water superintendent of the District prior to and immediately
after construction so that he or the District's engineer's may inspect and approve the
construction.
C. City acknowledges that the District's easement for the [Meld 6J includes a
sufficient area of land to convey irrigation and drainage water,to operate, clean,maintain and
repair the [Meld 7J, and to access the [_field 8J for those purposes, and that, in the location of
the City's project,NMID claims a minimum easement dimension for the[ field 9J of L field 10J
feet, L field 11 J feet to the left and L field 12J feet to the right of the centerline facing
downstream.
d. Construction shall be completed [_field 13J. Time is of the essence.
e. The duration of the permission granted by this Project Agreement shall be L field
14-speck time certain or "in perpetuity,for the life and maintenance of the encroachment including construction,
operation, maintenance, repair and reconstruction."J
[_field 15 -Additional terms and conditions applicable to the project.]
END OF SPECIAL CONDITIONS
PROJECT AGREEMENT Page 5 of 5
MASTER AGREEMENT
THIS .MASTER AGREEMENT, is made and entered into this 18 day of March
2014, 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 (herein after
"District"), and
THE CITY OF MERIDIAN, a political subdivision and
Municipality of the State of Idaho (hereinafter "City"),
WITNESSETH:
WHEREAS, the District's water distribution system (aka "Ridenbaugh Canal System")
and the District s drainage system include numerous irrigation canals, laterals drains and
irrigation and drainage works and maintenance roads (hereinafter collectively referred to as
"ditches" and individually referred to as "ditch") with associated fee title land and/or ditch
easements (hereinafter collectively referred to as "associated property"), which the District has
described and recorded in Instrument No. 797771, recorded January 11,1977 in the office of the
Ada County Recorder , Instrument No. 7608075, recorded March 4,1976 in the office of the Ada
County Recorder, Instrument No. 989070, recorded on October 18,1983 in the office of the
Canyon County Recorder and Instrument No. 8505634, recorded March 7,1985 in the office of
the Canyon County Recorder (the parties acknowledge that, due to the large size and scope of the
District's water distribution and drainage systems, the descriptions in these instruments are not
intended as conclusive representations of those systems); and,
WHEREAS, the District operates and maintains its water distribution and drainage
systems for the purposes of delivering irrigation water to and providing drainage for lands within
the District's boundaries,
WHEREAS, the District utilizes the aforementioned fee title land and ditch easements to
access its ditches, to convey irrigation and drainage water, to monitor and adjust water flows to
remove sediment and debris, to pipe, line and refurbish ditches, to maintain and repair ditch
banks and ditch roads, and to perform other inspection, operation, maintenance, construction and
repair activities with the appropriate personnel and equipment; and,
WHEREAS, the District and the City have previously entered agreements to permit the
City to construct, install, repair, reconstruct, operate and maintain water and sewer lines, roads,
bridges, pathways, storm water discharges, landscaping and other structures and uses (hereinafter
collectively referred to as "permitted encroachments," and sometimes referred to individually as
"permitted encroachment") together with necessary appurtenances and works, across upon
within and into the District's ditches and associated property; and,
MASTER AGREEMENT -Page 1 of 9
WHEREAS, the City anticipates that it will seek to construct inst 1 '
. , , a 1, repair, replace,
operate and maintain additional structures, landsca in , dischar es and other
wi ~ p g g uses across, upon,
thin and into the District s ditches and associated ro ert hereinaft '
« p p y ( er collectively referred to
as future encroachments," and sometimes referred to individuall as "fut "
y ure encroachment ),
and,
WHEREAS, permitted and future encroachments ma be considered encroachme
Id y nts under
aho Code Title 42, Chapters 11 and 12, and they are collectivel herein referred
y as
"Encroachments."
WHEREAS, City Encroachments are sometimes collectivel referred to herein as
. Y
"Facilities" and the parties recognize and respect each other's interests and obli ations to their
g
citizens, water users and patrons and to the public, and it is the intent of the arties hereto to
p
simplify the process of negotiating individual proj ect terms, and to confirm the understandin
g
between the parties with respect to the District's requirements for such encroachments• and
WHEREAS, both parties to this Master Agreement (herein referred to as "A reement"
. g )
recognize that time is of the essence in all aspects of the actions contemplated b this A reement
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or associated individual project agreements (herein referred to as "Project A reements" and
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therefore will make all diligent efforts to communicate, provide notice, make re uests res and
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appropriately, complete work, transmit payments, provide feedback in a manner a ro riate and
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timely as reasonably possible so as not to cause undue delay, hardshi , or additional cost to either
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party whenever possible.
NOW, THEREFORE, for and in consideration of the covenants, agreements and
conditions hereinafter set forth, the parties mutually agree as follows:
1. Project Agreements for Permitted Encroachments. The duration of the
permission granted for all permitted encroachments and future encroachments shall be the eriod
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of time that is reasonably necessary for the City to accomplish the p oses of the encroachment
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including construction, operation, maintenance, repair, incompliance with the existin or future
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Project Agreement granting permission for the encroachment. The Project A reement ma
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specify the anticipated length of the encroachment proposed whether it be tem orar for a
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specific period of time, or in perpetuity.
2. Permission for Future Encroachments. The District agrees, u on its Board
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approval, to grant to the City, subject to the terms and conditions hereinafter rovided, ermission
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to construct, install, reconstruct, operate, and maintain encroachments across, upon, within or
into, the District's ditches and associated property where such grant will not unreasonabl or
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materially interfere with the District's operation and maintenance of said ditches includin the use
of said di g
tches for the transmission and delivery of irrigation and drainage water. The District s
permission shall not be unreasonably withheld. The City shall not construct an encroachment
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across, upon, within or into the District's ditches and associated property except as ap roved and
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permitted by the District pursuant to this Agreement.
MASTER AGREEMENT -Page 2 of 9
3. Pathwa ~s. The City's proposals to construct athwa s w' '
D. p y ithin or affecting the
istrict s ditches and associated property shall continue to be reviewed an '
d permitted pursuant to
the "Master Pathway Agreement" between the District and the Cit
y dated December 19, 2000,
and recorded as instrument number 100102999 on December 26 200 '
O in the records of Ada
County.
4. Encroachment Plannin . Prior to submittin encroachment re ues '
in thi g q is as provided
s Agreement, the City agrees to consult with the District as earl as ossible in the
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encroachments initial planning phase to facilitate cooperation and mutual understandin
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prod ect timing, components and potential impacts to the District's ditches and o erations. The
Cit acknowled p
y ges that the District requires that certain projects be performed durin the non-
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irrigation season.
5. Submission Review and A roval of Future Encroachments. The followin
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procedures, terms and conditions shall apply to the submission, review, and a royal of re uests
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to construct, install, operate, and maintain future encroachments:
a. Prior to constructing any future encroachment, the City agrees to submit a
written request to the District (hereinafter referred to as "Project Re uest" , and to obtain the
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District s written permission and approval through execution of a Proj ect A reement. The form
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terms and special conditions for such Prod ect Agreements are attached hereto as Exhibit No. l
and by this reference made a part hereof. Prior to executing a Project A reement modifications
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and additions to the form, terms and special conditions of Exhibit No. l shall be confined to
changes solely applicable to the project; shown in a markup draft; and disclosed reviewed and
agreed to by both parties.
b. The City shall submit each Project Request far enough in advance of the
proposed initiation of construction or activity to provide the District a reasonable timeframe to
evaluate and respond to the request. The District shall promptly respond to an reasonable
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inquiry by the City regarding the features or dimensions of the District's ditches and associated
property in the location of the proposed encroachment so that the City may make an accurate and
complete request.
c. Each Project Request shall describe the proposed construction or activity
generally, and identify the proposed dates of construction (if any).
d. Each Project Request shall include: a description of the proposed
encroachment; a location map; legal description, and construction plans which show the ro osed
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location, design, and all physical structures, plants and landscaping proposed to be constructed
installed or planted.
e. The District's Water Superintendent shall review each Project Request and
communicate by letter to the City and the District's attorney whether the proposed construction or
activity meets the requirements of the District. Such letter shall not constitute a royal of the
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District. Approval may only be granted by the District's board of directors throu h execution of a
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MASTER AGREEMENT -Page 3 of 9
Project Agreement during one of its re ular meetin s.
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f. If the Water Superintendent indicates that the ro osed en '
meet th ~ ~ p p croachment well
e requirements of the District, the Clty shall submit the Project Re uest to the District'
attorne and the Distri q s
y~ ct s attorney shall thereafter prepare a Project Agreement in a timel
manner. The Project A reement shall in y
J g corporate by reference all covenants, conditions, and
agreements of this Agreement; shall identify the proposed construction or activit • shall '
le al descri tion of the su ' Y~ glue a
g p btect property; shall describe the District's fee title land or easement•
and shall include any project specific special conditions a licable to the articul
pp p ar proposed
encroachment
g. The District's attorney shall submit an original of the Project A reement to
the Cit for the Ci t g
y ty s approval and signature. After signing the Project Agreement, the Cit shall
return the si ned on final of y
g g the Protect Agreement to the District's Water Superintendent to
include on the agenda for the next regular meeting of the District's board of directors for revie
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and action.
6. Approval Conditions for Future Encroachments. Each future encroachment
permitted by this Agreement shall be conducted, constructed, installed, o erated, maintained and
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repaired in accordance with following conditions:
a. Each future encroachment shall be conducted, constructed, installed,
operated, maintained and repaired at all times by the City and at the cost and ex ense of the Cit .
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b. The City shall conduct, construct, install, operate, maintain and re air each
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future encroachment and conduct its activities within or affectin the District's ditches and
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associated property so as not to constitute:
i. physical damage to any person or property, including, but not
limited to, the District's personnel, ditches and associated property ;
11. an unpermitted interruption or interference with the flow of water in
any ditch or the delivery of water by the District;
111. an increase in seepage or any other increase in the loss of water
from any ditch;
iv. the subsidence of soil within or adj acent to any ditch and/or
associated property; or
v. an unpermitted obstruction to the District's access to, operation or
maintenance of any ditch and associated property.
c. To the extent allowed by Idaho law, the City shall indemnify, hold
harmless and defend the District from all claims for damages arising out of an of the Ci 's
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construction or activity which constitutes or causes any of the circumstances enumerated in the
preceding paragraph.
MASTER AGREEMENT -Page 4 of 9
d. The City's future encroachments shall at all times be sub' '
b the District. If sect to inspection
Y an encroachment results in any of the circumstances enumerated in ara ra
6.b. of this A re p g ph
g ement, the District shall give reasonable notice to the Cit and shall allow
. Y~ the
City a reasonable period of time to take corrective action exce t tha '
p t in cases of emergency the
District shall attempt to give such notice as is reasonable under the circ '
umstances. The District
reserves the right to perform any and all work which the Cit fails or refuses to '
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reasonable period of time after demand by the District. All work erformed shall '
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required by Idaho law, including but not limited to the use of Idaho State licensed '
public works
contractors and engineers and the performance standards as required b law and ordinance. Th
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City agrees to pay to the District, on demand, the costs which shall be reasonabl ex
y pended by the
District for such purposes. Nothing in this paragraph shall create or su ort an claim
. pp y of any
kind by the City or any third party against the District for failure to exercise the o tions '
p stated in
this paragraph.
e. The District shall not be liable for any damages which shall occur to an
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structure or landscaping of the City in the reasonable exercise of the rights of the District in the
course of performance of maintenance or repair of the District's ditches and associated ro ert
p p Y
or in the performance of work which the City fails or refuses to erform.
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f. Nothing contained herein or in any Proj ect Agreement executed ursuant to
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this Agreement shall be construed, implemented or enforced to im air, limit restrict or otherwise
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affect the District s rights, authority, powers, and discretion with res ect to the District's ditches
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and associated property, or to grant or create any rights which interfere with the u oses and uses
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to which the District's ditches and associated property are devoted and dedicated. Further the
District and the City agree that each party's rights and discretion to access, o erate construct
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maintain, repair, clean or otherwise use of any portion of the District's ditches and associated
property or City facilities and associated property are reserved.
g. The City acknowledges that the District has, and agrees that the District
shall continue to have, the right to deposit sediment, plant material, debris and other material
(collectively "spoil") which the District removes from its ditches on the District's associated
property. Without limiting this right, the District agrees to exercise reasonable best efforts to
avoid damaging or placing spoil on the City's facilities. The City may s read and level an soil
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removed from the District's ditches or, in the alternative, may transport the s oil to a sanit
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andfill or some other authorized place of disposal. The District shall have no obli ation to
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spread, level, or remove any spoil removed from the ditches and placed on the District's
associated property.
h. The City shall pay, to the District, applicable fees charged b the District's
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attorneys in connection with the preparation or review of any Project Agreement executed
pursuant to this Agreement. The fee charged to the City shall not exceed one hour 1 hr. of the
. ( )
District s standard rate for attorney services, except in the case of City revisions to the Project
Re uest after submi ~
q ssion to the District s attorney or large or complicated prod ects which require
extraordinary processing or analysis.
MASTER AGREEMENT -Page 5 of 9
i. The City shall comply fully with all federal state
re ula i ~ or other laws, rules,
g tons, directives or other governmental requirements in an form as ' '
.. y administered by
appropriate authorities, regarding environmental matters, ands ecificall tho '
olluti p y se relating to
p on control and water quality, which maybe applicable to its construction i '
. , nstallatlon,
repair, operation, or maintenance of any City facility pursuant to this A reement and an Pr '
A reement executed h g y of ect
g ereunder.
j. The City shall have no right, power or authorit to rant allow or
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any third party materialmen's, mechanic's, contractor's or an other similar lien
Y ,charge or
encumbrance of any kind against the District's right, title and interest in the District' '
s ditches and
associated property. The indemnification provision of 6d of this A reement shall a
g pply and the
City shall be responsible to remove and/or dischar e an such lien that results from '
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actions.
k. The covenants, conditions and agreements contained in each Pro' ect
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Agreement and this Agreement shall constitute covenants to run with, and runnin with the
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servient lands and/or easements of the City, and shall be bindin on each of the arti
g p es hereto and
on all parties and all persons claiming under them for as ion as the subject facilit continues to
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be used for the purposes authorized by each agreement. The Cit shall rovide the District
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written notice upon cessation of use of each authorized facility for the authorized u oses.
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7. Applicable Law and Jurisdiction Unaffected. Neither the terms of this Master
Agreement, nor any agreement executed hereunder, nor the parties exercise of an ri hts or
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performance of any obligations hereunder, shall be construed or asserted to extend the a lication
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of any governmental requirements or the jurisdiction of any federal, state or other a enc or
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official to either the District's ownership, operation, and maintenance of its ditches and associate
d
property, or to the City's encroachments which did not apply prior to and without execution of
this agreement.
8. Authorization From Servient Estate Owners Required. The Cit
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acknowledges that the District has no right or power to create ri hts in the Cit affectin the
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holders of title to property servient to the District's easements. With res ect to the District's
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easements, the District s commitments in this Agreement and the uses permitted b an Project
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Agreement executed pursuant to this Agreement pertain only to the District's ri hts as the owner
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of easements. Rights affecting fee title must be acquired from the holders of title to such
property. Should the City fail to obtain such rights from the holder of title to ro ert servient to
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an easement of the District which is the subject of a Project Agreement executed ursuant to this
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Agreement, or should the rights obtained prove legally ineffectual, the Cit shall hold harmless
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indemnify and defend the Distnct from any claim by any party arisin out of or related to such
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failure of rights.
9. No Claims Created. Nothing in this Agreement or any Project A reement
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executed or permit issued pursuant to this Agreement shall create or su ort a claim of esto el
. pp pp ,
waiver, prescription or adverse possession by either party hereto or any third party against either
party hereto.
MASTER AGREEMENT -Page 6 of 9
10. As_____si nment, Neither this Agreement nor an Project A
to this A ree Y J greement entered pursuant
g ment may be assigned or transferred without the prior written a royal of '
which a ro pp the Parties,
pp val shall not be unreasonably withheld.
1 1. Mutual Indemnity. Except as otherwise rovided herein the D' '
a ree t p ~ istrict and City
g o indemnify, hold harmless and defend the other art from and a ainst an '
to p Y g y and all claims,
sses, damages, and liabilities that the other party ma incur as the result of the i '
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party s construction, installation, repair, reconstruction, maintenance, lama e or removal of
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Districts ditches or associated property, or City Facilities.
12. Attorney's Fees. Should either party incur costs or attorne fees in connecti
with efforts to en Y on
force the provisions of this Agreement or any Project A reement executed
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pursuant hereto, whether by institution of suit or not, the party ri htfull enforcin or ri htfull
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resisting enforcement of such provisions, or the prevailing party incase suit is instituted shall be
entitled to reimbursement for its costs and reasonable attorne fees from the other a
Y p rty.
13. Construction, Binding Effect. This Agreement shall be construed and enforced
in accordance with the laws of the State of Idaho and shall be bindin u on and inure to the
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benefit of the parties hereto and their respective successors. This A reement is not intended for
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the benefit- of any third party and is not enforceable by any third art . If an rovision of this
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Agreement is determined by a court of competent jurisdiction to be invalid or otherwise
unenforceable, all remaining provisions of this Agreement shall remain in full force and effect.
The parties represent and warrant to each other that they each have authorit to enter this
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Agreement.
14. Catchlines. The catchlines or section headings herein set forth are rovided onl
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for the convenience of the parties in locating various provisions of the A reement and are not
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intended to be aids in interpretation of any .provision of the agreement with res ect to which the
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parties might disagree at some future time, and shall not be considered in any wa in inte retin
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or construing any provision of the Agreement.
15. No_, tires. Any and all notices, demands, consents and approvals re uired ursuant
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to this Agreement may be delivered by hand delivery, by mail to the ph sical addresses below:
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Nampa & Meridian Irrigation District City of Meridian
1503 First Street South 33 East Broadway Avenue
Nampa, ID 83651-4395 Meridian, Idaho 83642
16. Entire Agreement. The terms and conditions contained within this a reement
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contain the entire agreement of the parties. Any modifications or changes to A reement must be
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executed in writing. Oral amendments of the underlying Agreement shall not be valid until the
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have been reduced to writing and approved by both parties.
MASTER AGREEMENT -Page 7 of 9
IN WITNESS WHEREOF, the District has hereunto caused i
is corporate name to be subscribed
by its officers first hereunto duly authorized b resolution of i
y is Board of Directors and the City
has hereunto caused its municipal name to be subscribed and its
seal to be affixed by it officers
first thereunto duly authorized by resolution of its Cit Council all •
y as of the day and year herein
first above Written.
~-!~Ai
o~~„ lZ
0
\~1 y`'~
ATTEST:
NAMPA & MERIDI RRIGATION DISTRICT
W ,
By
Its President
i
Its Secretary
ATTEST:
THE CITY OF MERIDIAN
MASTER AGREEMENT -Page 8 of 9
STATE OF IDAHO )
ss:
County of Canyon )
On this ~ 8 day of March , 2014, before me the undersi
gned, a Notary Public in
and for said State, personally appeared Fill Patterson
and
Daren R. coon , known to me to be the President and Secreta res
NAMPA rY~ pectively, of
& MERIDIAN IRRIGATION DISTRICT, the irri anon district that ex
fore g ecuted the
going instrument and acknowledged to me that such irrigation district executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed m official
y seal, the
day and year in this certificate first .above written.
f~
~~ ~ ~ f. `'
r
•` ~ BAR Y '• ~' •
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i
i y
~ ~~~.
,. ~~~:
STATE OF IDAHO '~~, ~'~ ~~ ~~~'
) ~~i~~~i~s~~~~
} SS:
County of Ada )
~'
;" ~~•~
~ ,~~;~.. Gam- { `,.~?_ ~r~ A~ ~ ~.~'G-~:,
~..
Notary Public for Idaho
Residing at Caldwell ,Idaho
My Commission Expires: 16 July 2018
On this day of , 2014, before me,
in and for said State, personally appeared
known to me to be the
and
respectively, of THE CITY OF MERIDIAN, the political
subdivision and municipality that executed the foregoing instrument and acknowled ed to me that
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such entity executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed m official seal the
da and e y '
y y ar in this certificate first above written.
the undersigned, a Notary Public
and
Notary Public for Idaho
Residing at ,Idaho
My Commission Expires:
MASTER AGREEMENT -Page 9 of 9
Exhibit 1
PROJECT AGREEMENT
' AGREEMENT made and entered into this day of
This PROJECT
20 band between NAMPA & MERIDIAN IRRIGATION DISTRICT,
> y
' or anized and existin under and by virtue of the laws of the State of Idaho,
an irrigation district g g
art of the first arty, hereinafter referred to as the "District," and
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THE CITY OF MERIDIAN, a political subdivision and
municipality of the State of Idaho,
33 East Broadway Avenue, Meridian, Idaho 83642
or arties of the second part, hereinafter referred to as the "City,"
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WITNESSETH:
WHEREAS, the parties hereto entered into a Master Agreement (provide reference of
executed Master A reement recordation ), hereinafter referred to as the "Master Agreement;" and,
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WHEREAS, the District and the City intended by entering the Master Agreement to
establish a rocess for the City's submission of encroachment proposals and the District's
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consideration of such ro osals and to provide the general conditions for the District's approval
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and ermission of encroachment proposals affecting the District s ditches, property, operations
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and maintenance; and,
WHEREAS the Ci is the owner of the real property easement / right of way (burdened
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with the easement of the District hereinafter mentioned) particularly described in the "Legal
Descri tion" attached hereto as Exhibit A and by this reference made a part hereof; and,
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WHEREAS, the District controls the irrigation/drainage ditch or drain known as the
field 1 hereinafter referred to as "ditch or drain") together with the real property andlor
~f ~ (
easements to conve irri ation and drainage water, to operate and maintain the ditch or drain, and
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which crosses and intersects said described real property of the City as shown on Exhibit B
attached hereto and by this reference made a part hereof; and,
WHEREAS, the City seeks permission to [~ field 2~ under the terms and conditions of
said Master Agreement and those hereinafter set forth,
PROJECT AGREEMENT Page 1 of 5
NOW, THEREFORE, for and in consideration of the premises and of the covenants,
a reements and conditions hereinafter set forth and those set forth in said Master Agreement, the
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parties hereto agree as follows:
1. City may conduct, construct, operate and maintain [_ field 3~
within the District's real property and/or easement for the [Meld 4~, all within Meridian, Ada
County, Idaho as shown in the attached proj ect plans stated as Exhibit B-1.
2. Any construction or crossing of said ditch or drain shall be performed in
accordance with the project plans shown in Exhibit B-1 and the "Special Conditions" stated in
Exhibit C, attached hereto and by this reference made part thereof.
3 , The parties hereto incorporate in and make part of this Proj ect Agreement all the
covenants, conditions, and agreements of said Master Agreement unchanged except as the result
of the provisions of this Project Agreement.
The covenants, conditions and agreements herein contained and incorporated by reference
shall constitute covenants to run with, and running with, all of the lands of the City described in
said Exhibit A, and shall be binding on each of the parties hereto and on all parties and all
ersons claiming under them or either of them, and the advantages hereof shall inure to the
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benefit of each of the parties hereto and their respective successors and assigns.
END OF TERMS -SEE FOLLOWING PAGES FOR SIGNATURES
PROJECT AGREEMENT Page 2 of 5
IN WITNESS WHEREOF, the District has hereunto caused its corporate name to be
subscribed by its officers first hereunto duly authorized by resolution of its Board of Directors
and the City has hereunto subscribed its corporate name to be subscribed and its seal to be
affixed thereto, all as of the day and year herein first above written.
NAMPA & MERIDIAN IRRIGATION DISTRICT
By
Its President
ATTEST:
Its Secretary
THE CITY OF MERIDIAN
By
Its
ATTEST:
PROJECT AGREEMENT Page 3 of 5
STATE OF IDAHO )
ss:
County of Canyon )
On this day of , 20 ,before me, the undersigned, a Notary Public
in and for said State, personally appeared and
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 hereunto set my hand and affixed my official seal, the
day and year in this certificate first above written.
Notary Public for
Residing at ,
My Commission Expires:
STATE OF IDAHO )
ss:
County of )
On this day of , 20 ,before me, the undersigned, a Notary Public
in and for said State, personally appeared and ,
known to me to be the and , respectively, of
The CITY OF MERIDIAN, the entity that executed the foregoing instrument and acknowledged
to me that such 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.
Notary Public for
Residing at ,
My Commission Expires:
PROJECT AGREEMENT Page 4 of 5
EXHIBIT C
Special Conditions
a. Construction of the [Meld 5~ shall be in accordance with Exhibit B-l, attached
hereto and by this reference made a part hereof.
b. City shall notify the water superintendent of the District prior to and immediately
after construction so that he or the District's engineer's may inspect and approve the
construction.
c. City acknowledges that the District's easement for the [Meld 6~ includes a
sufficient area of land to convey irrigation and drainage water, to operate, clean, maintain and
repair the [Meld 7~, and to access the [Meld 8~ for those purposes, and that, in the location of
the City's proj ect, NMID claims a minimum easement dimension for the [Meld 9~ of [Meld l o~
feet, [Meld 11 ~ feet to the left and [Meld 12~ feet to the right of the centerline facing
downstream.
d. Construction shall be completed [Meld 13~. Time is of the essence.
e. The duration of the permission granted by this Project Agreement shall be [Meld
14 -sped time certain or "in perpetuity, for the life and maintenance of the encroachment including construction,
operation, maintenance, repair and reconstruction. "_]
[_ jield 15_-Additional terms and conditions applicable to the project.]
END OF SPECIAL CONDITIONS
PROJECT AGREEMENT Page 5 of 5
ADA COUNTY RECORDER Christopher D.Rich AMOUNT .00 g
BOISE IDAHO 04111/14 08:29 AM
DEPUTY laff
RECORDED Lisa REQUEST OF
Nampa Meridian Irrigation Dist 114026957
MASTER AGREEMENT
THIS MASTER AGREEMENT, is made and entered into this 18 day of March ,
2014,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(hereinafter
"District"), and
THE CITY OF MERIDIAN,a political subdivision and
Municipality of the State of Idaho(hereinafter"City").
WITNESSETH:
WHEREAS,the District's water distribution system(aka"Ridenbaugh Canal system")
and the District's drainage system include numerous irrigation canals, laterals,drains and
irrigation and drainage works and maintenance roads(hereinafter collectively referred to as
"ditches"and individually referred to as"ditch")with associated fee title land and/or ditch
easements(hereinafter collectively referred to as"associated property"),which the District has
described and recorded in Instrument No. 797771,recorded January 11, 1977 in the office of the
Ada County Recorder, Instrument No. 7608075,recorded March 4, 1976 in the office of the Ada
County Recorder,Instrument No. 989070,recorded on October 18, 1983 in the office of the
Canyon County Recorder and Instrument No. 8505634,recorded March 7, 1985 in the office of
the Canyon County Recorder(the parties acknowledge that,due to the large size and scope of the
District's water distribution and drainage systems,the descriptions in these instruments are not
intended as conclusive representations of those systems);and,
WHEREAS,the District operates and maintains its water distribution and drainage
systems for the purposes of delivering irrigation water to and providing drainage for lands within
the District's boundaries,
WHEREAS,the District utilizes the aforementioned fee title land and ditch easements to
access its ditches,to convey irrigation and drainage water,to monitor and adjust water flows,to
remove sediment and debris,to pipe, line and refurbish ditches,to maintain and repair ditch
banks and ditch roads, and to perform other inspection, operation,maintenance,construction and
repair activities with the appropriate personnel and equipment; and,
WHEREAS,the,District and the City have previously entered agreements to permit the
City to construct, install,repair,reconstruct,operate and maintain water and sewer lines,roads,
bridges,pathways, storm water discharges, landscaping and other structures and uses(hereinafter
collectively referred to as"permitted encroachments,"and sometimes referred to individually as
"permitted encroachment")together with necessary appurtenances and works,across,upon,
within and into the District's ditches and associated property; and,
MASTER AGREEMENT-Page 1 of 9
WHEREAS,the City anticipates that it will seek to construct, install,repair,replace,
operate and maintain additional structures,landscaping,discharges and other uses across,upon,
within and into the District's ditches and associated property(hereinafter collectively referred to
as"future encroachments,"and sometimes referred to individually as"future encroachment");
and,
WHEREAS,permitted and future encroachments may be considered encroachments under
Idaho Code Title 42, Chapters 11 and 12, and they are collectively herein referred as
"Encroachments."
WHEREAS, City Encroachments are sometimes collectively referred to herein as
"Facilities"and the parties recognize and respect each other's interests and obligations to their
citizens,water users and patrons and to the public, and it is the intent of the parties hereto to
simplify the process of negotiating individual project terms,and to confirm the understanding
between the parties with respect to the District's requirements for such encroachments; and,
WHEREAS,both parties to this Master Agreement(herein referred to as"Agreement")
recognize that time is of the essence in all aspects of the actions contemplated by this Agreement
or associated individual project agreements(herein referred to as"Project Agreements"),and
therefore will make all diligent efforts to communicate,provide notice,make requests,respond
appropriately, complete work,transmit payments,provide feedback in a manner appropriate and
timely as reasonably possible so as not to cause undue delay,hardship,or additional cost to either
party whenever possible.
NOW, THEREFORE, for and in consideration of the covenants, agreements and
conditions hereinafter set forth,the parties mutually agree as follows:
1. Project Agreements for Permitted Encroachments.The duration of the
permission granted for all permitted encroachments and future encroachments shall be the period
of time that is reasonably necessary for the City to accomplish the purposes of the encroachment,
including construction, operation,maintenance,repair,in compliance with the existing or future
Project Agreement granting permission for the encroachment. The Project Agreement may
specify the anticipated length of the encroachment proposed whether it be temporary,for a
specific period of time, or in perpetuity.
2. Permission for Future Encroachments. The District agrees,upon its Board
approval,to grant to the City, subject to the terms and conditions hereinafter provided,permission
to construct, install,reconstruct,operate, and maintain encroachments across,upon,within or
into,the District's ditches and associated property where such grant will not unreasonably or
materially interfere with the District's operation and maintenance of said ditches including the use
of said ditches for the transmission and delivery of irrigation and drainage water. The District's
permission shall not be unreasonably withheld. The City shall not construct any encroachment
across,upon,within or into the District's ditches and associated property except as approved and
permitted by the District pursuant to this Agreement.
MASTER AGREEMENT-Page 2 of 9
3. Pathways. The City's proposals to construct pathways within or affecting the
District's ditches and associated property shall continue to be reviewed and permitted pursuant to
the"Master Pathway Agreement"between the District and the City dated December 19,2000,
and recorded'as instrument number 100102999 on December 26, 2000 in the records of Ada
County.
4. Encroachment Planning. Prior to submitting encroachment requests as provided
in this Agreement,the City agrees to consult with the District as early as possible in the
encroachments' initial planning phase to facilitate cooperation and mutual understanding of
project timing, components and potential impacts to the District's ditches and operations. The
City acknowledges that the District requires that certain projects be performed during the non-
irrigation season.
5. Submission.Review and Approval of Future Encroachments. The following
procedures,terms and conditions shall apply to the submission,review,and approval of requests
to construct,install, operate,and maintain future encroachments:
a. Prior to constructing any future encroachment,the City agrees to submit a
written request to the District(hereinafter referred to as"Project Request"), and to obtain the
District's written permission and approval through execution of a Project Agreement. The form,
terms and special conditions for such Project Agreements are attached hereto as Exhibit No. 1,
and by this reference made a part hereof. Prior to executing a Project Agreement,modifications
and additions to the form,terms and special conditions of Exhibit No. 1 shall be confined to
changes solely applicable to the project; shown in a markup draft; and disclosed,reviewed and
agreed to by both parties.
b. The City shall submit each Project Request far enough in advance of the
proposed initiation of construction or 4ctivity to provide the District a reasonable timeframe to
evaluate and respond to the request. The District shall promptly respond to any reasonable
inquiry by the City regarding the features or dimensions of the District's ditches and associated
property in the location of the proposed encroachment so that the City may make an accurate and
complete request.
C. Each Project Request shall describe the proposed construction or activity
generally,and identify the proposed dates of construction(if any).
d. Each Project Request shall include: a description of the proposed
encroachment; a location map; legal description,and construction plans which show the proposed
location, design, and all physical structures,plants and landscaping proposed to be constructed,
installed or planted.
e. The District's Water Superintendent shall review each Project Request and
communicate by letter to the City and the District's attorney whether the proposed construction or
activity meets the requirements of the District. Such letter shall not constitute approval of the
District. Approval may only be granted by the District's board of directors through execution of a
MASTER AGREEMENT-Page 3 of 9
Project Agreement during one of its regular meetings.
f. If the Water Superintendent indicates that the proposed encroachment will
meet the requirements of the District,the City shall submit the Project Request to the District's
attorney, and the District's attorney shall thereafter prepare a Project Agreement in a timely
manner. The Project Agreement shall incorporate by reference all covenants,conditions, and
agreements of this Agreement; shall identify the proposed construction or activity; shall give a
legal description of the subject property; shall describe the District's fee title land or easement;
and shall include any project specific special conditions applicable to the particular proposed
encroachment
g. The District's attorney shall submit an original of the Project Agreement to
the City for the City's approval and signature. After signing the Project Agreement,the City shall
return the signed original of the Project Agreement to the District's Water Superintendent to
include on the agenda for the next regular meeting of the District's board of directors for review
and action.
6. Approval Conditions for Future Encroachments. Each future encroachment
permitted by this Agreement shall be conducted, constructed, installed, operated,maintained and
repaired in accordance with following conditions:
a. Each future encroachment shall be conducted, constructed, installed,
operated, maintained and repaired at all times by the City and at the cost and expense of the City.
b. The City shall conduct, construct,install,operate,maintain and repair each
future encroachment and conduct its activities within or affecting the District's ditches and
associated property so as not to constitute:
i. physical damage to any person or property,including,but not
limited to,the District's personnel, ditches and associated property ;
ii. an unpermitted interruption or interference with the flow of water in
any ditch or the delivery of water by the District;
iii. an increase in seepage or any other increase in the loss of water
from any ditch;
iv. the subsidence of soil within or adjacent to any ditch and/or
associated property; or
V. an unpermitted obstruction to the District's access to,operation or
maintenance of any ditch and associated property.
C. To the extent allowed by Idaho law,the City shall indemnify,hold
harmless and defend the District from all claims for damages arising out of any of the City's
construction or activity which constitutes or causes any of the circumstances enumerated in the
preceding paragraph.
MASTER AGREEMENT-Page 4 of 9
d. The City's future encroachments shall at all times be subject to inspection
by the District. If an encroachment results in any of the circumstances enumerated in paragraph
6.b. of this Agreement,the District shall give reasonable notice to the City,and shall allow the
City a reasonable period of time to take corrective action,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 City fails or refuses to perform within a
reasonable period of time after demand by the District. All work performed shall be in manner
required by Idaho law, including but not limited to the use of Idaho State licensed public works
contractors and engineers and the performance standards as required by law and ordinance. The
City 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 City or any third party against the District for failure to exercise the options stated in
this paragraph.
e. The District shall not be liable for any damages which shall occur to any
structure or landscaping of the City in the reasonable exercise of the rights of the District in the
course of performance of maintenance or repair of the District's ditches and associated property
or in the performance of work which the City fails or refuses to perform.
f. Nothing contained herein or in any Project Agreement executed pursuant to
this Agreement shall be construed, implemented or enforced to impair, limit,restrict or otherwise
affect the District's rights, authority,powers, and discretion with respect to the District's ditches
and associated property, or to grant or create any rights which interfere with the purposes and uses
to which the District's ditches and associated property are devoted and dedicated. Further,the
District and the City agree that each parry's rights and discretion to access, operate, construct,
maintain,repair,clean or otherwise use of any portion of the District's ditches and associated
property or City facilities and associated property are reserved.
g. The City acknowledges that the District has,and agrees that the District
shall continue to have,the right to deposit sediment,plant material, debris and other material
(collectively"spoil")which the District removes from its ditches on the District's associated
property. Without limiting this right,the District agrees to exercise reasonable best efforts to
avoid damaging or placing spoil on the City's facilities. The City may spread and level any spoil
removed from the District's ditches or, in the alternative,may transport the spoil to a sanitary
landfill or some other authorized place of disposal. The District shall have no obligation to
spread, level,or remove any spoil removed from the ditches and placed on the District's
associated property.
h. The City shall pay,to the District,applicable fees charged by the District's
attorneys in connection with the preparation or review of any Project Agreement executed
pursuant to this Agreement. The fee charged to the City shall not exceed one hour(1 hr.)of the
District's standard rate for attorney services,except in the case of City revisions to the Project
Request after submission to the District's attorney or large or complicated projects which require
extraordinary processing or analysis.
MASTER AGREEMENT-Page 5 of 9
i. The City shall comply fully with all federal, state or other laws,rules,
regulations, directives or other governmental requirements in any form as administered by
appropriate authorities,regarding environmental matters,and specifically those relating to
pollution control and water quality,which may be applicable to its construction, installation,
repair, operation, or maintenance of any City facility pursuant to this Agreement and any Project
Agreement executed hereunder.
j. The City shall have no right,power or authority to grant, allow or suffer
any third party materialmen's,mechanic's,contractor's or any other similar lien,charge or
encumbrance of any kind against the District's right,title and interest in the District's ditches and
associated property. The indemnification provision of paragraph 11 of this Agreement shall apply
and the City shall be responsible to remove and/or discharge any such lien that results from the
City's actions.
k. The covenants,conditions and agreements contained in each Project
Agreement and this Agreement shall constitute covenants to run with, and running with,the
servient lands and/or easements of the City, and shall be binding on each of the parties hereto and
on all parties and all persons claiming under them for as long as the subject facility continues to
be used for the purposes authorized by each agreement. The City shall provide the District
written notice upon cessation of use of each authorized facility for the authorized purposes.
7. Applicable Law and Jurisdiction Unaffected. Neither the terms of this Master
Agreement,nor any agreement executed hereunder,nor the parties exercise of any rights or
performance of any obligations hereunder, shall be construed or asserted to extend the application
of any governmental requirements or the jurisdiction of any federal, state, or other agency or
official to either the District's ownership, operation, and maintenance of its ditches and associated
property,orlto the City's encroachments which did not apply prior to and without execution of
this agreement.
8. Authorization From Servient Estate Owners Repuired. The City
acknowledges that the District has no right or power to create rights in the City affecting the
holders of title to property servient to the District's easements. With respect to the District's
easements,the District's commitments in this Agreement and the uses permitted by any Project
Agreement executed pursuant to this Agreement pertain only to the District's rights as the owner
of easements. Rights affecting fee title must be acquired from the holders of title to such
property. Should the City fall to obtain such rights from the holder of title to property servient to
an easement of the District which is the subject of a Project Agreement executed pursuant to this
Agreement, or should the rights obtained prove legally ineffectual,the City shall hold harmless,
indemnify and defend the District from any claim by any party arising out of or related to such
failure of rights.
9. No Claims Created. Nothing in this Agreement or any Project Agreement
executed or permit issued pursuant to this Agreement shall create or support a claim of estoppel,
waiver,prescription or adverse possession by either party hereto or any third party against either
party hereto.
MASTER AGREEMENT-Page 6 of 9
10. Assignment. Neither this Agreement nor any Project Agreement entered pursuant
to this Agreement may be assigned or transferred without the prior written approval of the Parties,
which approval shall not be unreasonably withheld.
11. Mutual Indemnity. Except as otherwise provided herein,the District and City
agree to indemnify,hold harmless and defend the other party from and against any and all claims,
losses,damages,and liabilities that the other party may incur as the result of the indemnifying
party's construction, installation,repair,reconstruction,maintenance, damage or removal of the
Districts ditches or associated property, or City Facilities.
12. Attorney's Fees. Should either party incur costs or attorney fees in connection
with efforts to enforce the provisions of this Agreement or any Project Agreement executed
pursuant hereto, whether by institution of suit or not,the party rightfully enforcing or rightfully
resisting enforcement of such provisions, 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.
13. Construction,Binding Effect. This Agreement shall be construed and enforced
in accordance with the laws of the State of Idaho and shall be binding upon and inure to the
benefit of the parties hereto and their respective successors. This Agreement is not intended for
the benefit of any third party and is not enforceable by any third party. If any provision of this
Agreement is determined by a court of competent jurisdiction to be invalid or otherwise
unenforceable, all remaining provisions of this Agreement shall remain in full force and effect.
The parties represent and warrant to each other that they each have authority to enter this
Agreement.
14. Catchlines. The catchlines or section headings herein set forth are provided only
for the convenience of the parties in locating various provisions of the Agreement,and are not
intended to be aids in interpretation of any provision of the 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 Agreement.
15. Notices. Any and all notices,demands,consents and approvals required pursuant
to this Agreement may be delivered by hand delivery,by mail to the physical addresses below:
Nampa&Meridian Irrigation District City of Meridian
1503 First Street South 33 East Broadway Avenue
Nampa,ID 83651-4395 Meridian, Idaho 83642
16. Entire Agreement. The terms and conditions contained within this agreement
contain the entire agreement of the parties. Any modifications or changes to Agreement must be
executed in writing. Oral amendments of the underlying Agreement shall not be valid until they
have been reduced to writing and approved by both parties.
MASTER AGREEMENT-Page 1 of 9
IN WITNESS WHEREOF,the District has hereunto caused its corporate name to be subscribed
by its officers first hereunto duly authorized by resolution of its Board of Directors and the City
has hereunto caused its municipal name to be subscribed and its seal to be affixed by it officers
first thereunto duly authorized by resolution of its City Council,all as of the day and year herein
first above written.
N
i NAMPA&MERIDIAN IRRIGATION DISTRICT
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Its President
ATTEST:
Its Secretary
THE CITY OF MERIDIAN
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MASTER AGREEMENT-Page 8 of 9
STATE OF IDAHO )
) ss:
County of Canyon )
On this 18 day of March , 2014,before me,the undersigned,a Notary Public in
and for said State,personally appeared will Patterson and
Daren R. 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 hereunto set my hand and affixed my official seal,the
day and year in this certificate first above written.
_ RY Notary Public for Idaho
!� Residing at Caldwell ,Idaho
My Commission Expires: 16 July 2018
pUB1�1G �0
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STATE OF IDAHO ) g'b.
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ss:
County of Ada )
On this day of kart ,2014,before me,the undersigned, a Notary Public
in d for said State,personally appeared � nn, Q, ' - and
M
(vAan known to me to be the & %r and
,respectively, of THE CITY du MERIDIAN,the political
subdiyi ion and municipality that executed the foregoing instrument and acknowledged to me that
such entity executed the same.
IN WITNESS WHEREOF, I have hereunto set my d and affixed my official seal,the
day and year in this certificate first above written.
i
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000��ICA Publ4forbi
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MASTER AGREEMENT-Page 9 of 9