Master Easement Agreement

MASTER EASEMENT AGREEMENT (crossings and encroachments)

WHEREAS said ditches and canals are integral parts of the irrigation works and system of (Grantor) together with easements, therefore which include easements to convey irrigation water, to operate and maintain the ditches and canals, and for ingress and egress for those purposes; and

WHEREAS, the (Grantee) has constructed and is operating and maintaining certain electric transmission and distribution lines, together with necessary appurtenances and works, across said ditches and canals and easements therefore under numerous license agreements previously granted by Grantor; and

WHEREAS, the activities of the Grantee are such that the Grantee will require additional crossings and encroachments of the Grantee's ditches and canals and easements, therefore on a continuing basis, and it is the intent of the parties hereto to simplify the process of negotiating separate agreements for each crossing and encroachment and to confirm the understanding between the parties with respect to the Grantor's requirements for such crossings and encroachments; and

WHEREAS, it is necessary that the Grantors protect absolutely its right to control any modification or alteration of its watercourses and its rights-of-way along its watercourses;

NOW, THEREFORE, for and in consideration of the premises and of the covenants, agreements and conditions hereinafter set forth, the parties agree as follows:

1. The Grantor, in consideration of the sum of receipt of which is hereby acknowledged, hereby agrees to grant to the Grantee, subject to the terms and conditions hereinafter provided, the right to construct, install, reconstruct, operate and maintain powerlines over, across, along, and under the Grantor's ditches and canals where such grant will not be incompatible with the Grantor's operation and maintenance of said ditches and canals. The right for each such crossing or encroachment shall require prior approval by the Grantor, and execution of a license agreement pursuant to the terms of paragraph 2 hereof.

2. The Grantee, prior to crossing or encroaching upon any of the Grantor 's ditches, canals, or easements, shall enter into a license agreement authorizing the crossing or encroachment pursuant to the terms of this Master Agreement, in a form similar to that attached hereto as Exhibit "A" and by this reference made part hereof. The license agreement shall incorporate by reference all covenants, conditions, and agreements of this Master Agreement, shall identify the proposed crossing or encroachment, shall give a legal description of the estate servient to the Grantor's ditch or canal and easements, shall describe the width of the Grantor's easement, and shall include any special conditions applicable to the particular proposed crossing or encroachment. The Grantee shall pay all attorneys' fees or engineer's fees in preparing or reviewing such license agreement. If the license agreement is approved and signed by the Grantor, the Grantor shall record its

original of the license agreement and return the other original to the Grantee, with a statement for any fees to be paid by the Grantee for preparation or review of the license agreement.

3. The rights granted by this Master Agreement and the license agreements executed pursuant to this Master Agreement pertain only to Grantor's rights as owner of the easements identified herein. The Grantor has no right or power to create rights in the Grantee affecting the holders of title to property servient to the Grantor's easements. Rights affecting fee title must be acquired from the holders of title to such property. Should the Grantee fail to obtain such rights from the holder of title to property servient to an easement of the Grantor which is the subject of a license agreement granted pursuant to this Master Agreement, or should the rights obtained prove legally ineffectual, the Grantee shall hold harmless, indemnify and defend the Grantor from any claim by any party arising out of or related to such failure of rights and, at the option of the Grantor, such license agreement shall be of no force and effect.

4. Each crossing of the Grantor's ditches or canals by the Grantee or encroachment upon the Grantor's easement along the Grantor 's ditches or canals shall be performed in accordance with following conditions:

a. Each facility ("facility" means any object or thing of any nature installed in, on or across the Grantor 's easement by the Grantee) shall be constructed, installed, operated, and maintained at all times by the Grantee and at the cost and expense of the Grantee.

b. The Grantee agrees to construct, install, operate, and maintain each facility in a safe manner and condition so that it will not constitute a hazard to any person or property. The Grantee agrees to indemnify, hold harmless, and defend the Grantor from all claims for damages arising out of any hazard or unsafe condition in the construction, installation, operation, and maintenance of such facility.

c. The Grantee agrees to construct, install, operate, and maintain each facility at such times and in such seasons and in a manner that will not interrupt or interfere with the flow of irrigation water in Grantor 's ditches or canals or the delivery of irrigation water by the Grantor. The Grantee agrees to indemnify, hold harmless, and defend the Grantor from all claims for damages arising out of any impairment of the flow or delivery of irrigation water in the Grantor 's ditches or canals which may be caused by the construction, installation, operation, or maintenance, and any use or condition of any facility.

d. The Grantee agrees to construct, install, operate, and maintain each facility in a manner that will not cause an increase in seepage or any other increase in the loss of water from the Grantor 's ditches or canals, the subsidence of soil within the easements, or any other damage to the easements and irrigation works. The Grantee agrees to indemnify, hold harmless, and defend the Grantor from all claims for damages arising out of any increase in seepage or other water loss from the Grantor 's ditches or canals, subsidence of soil in the easements, or any other damage to the easements and irrigation works which may be

caused by the construction, installation, operation, and maintenance, and any use or condition of any facility.

e. Any alteration of the Grantor 's easements by the Grantee, and any alteration of property adjoining the Grantor 's easements by the Grantee, including, but not limited to, the excavation of soil, shall be performed and maintained in a manner that will not cause an increase in seepage or any other increase in the loss of water from the Grantor 's ditches or canals, the subsidence of soil within the easements, or any other damage to the easements and irrigation works. The Grantee shall provide the Grantor reasonable prior notice of any such alteration not identified in this Master Agreement or any subsequent license agreement executed pursuant to this Master Agreement. The Grantee agrees to indemnify, hold harmless, and defend the Grantor from all claims for damages arising out of any increase in seepage or other water loss from the Grantor 's ditches or canals, subsidence of soil in the easements, or any other damage to the easements and irrigation works which may be caused by the performance and maintenance, and any use or condition, of any alteration of the easements by the Grantee, and any alteration of property adjoining the easements by the Grantee.

f. The Licensee shall, upon demand of the Grantor, remove any facility or repair any alteration of the Grantor's easements which interferes with the Grantor's operation and maintenance of its irrigation system, works, and facilities, and its ditches or canals, or causes or contributes to any hazard or unsafe condition, impediment to the flow of water in the Grantor's ditches or canals, increase in seepage or other water loss from the Grantor 's ditches or canals, or any subsidence of soil in the easements, or any other damage to the easements and irrigation works of the Grantor shall give reasonable notice to the Grantee, and shall allow the Grantee a reasonable period of time to perform such maintenance, repair, and other work, except that in cases of emergency the Grantor shall attempt to give such notice as is reasonable under the circumstances. The Grantor reserves the right to perform any and all work which the Grantee fails or refuses to perform within a reasonable period of time after demand by the Grantor, with the exception that the Grantor shall not perform any work on or near electric transmission lines or which unreasonably exposes the Grantor 's employees and agents to the risk of harm from electric transmission lines. The Grantee agrees to pay to the Grantor, on demand, the costs that shall be reasonably expended by the Grantor for such purposes. Nothing in this paragraph shall create or support any claim of any kind by the Grantee or any third party against the Grantor for failure to exercise the options stated in this paragraph, and the Grantee shall indemnify, hold harmless and defend the Grantor from any claims made against the Grantor arising out of or relating to the terms of this paragraph, except for claims arising solely out of the negligence or fault of the Grantor.

g. The Grantee agrees that the work performed and the materials used in installation of facilities shall at all times be subject to inspection by the Grantor and by the engineers for the Grantor, and that final acceptance of the construction work shall not be made until all such work and materials shall have been expressly approved by the Grantor. Such approval by the Grantor shall not be unreasonably withheld.

h. The Grantee shall notify the water superintendent of the Grantor prior to and immediately after construction so that he or the Grantor's engineers may inspect and approve construction. If the Grantor's engineers perform such inspection, the Grantee shall pay the Grantor's engineers any reasonable fee charged in connection therewith.

i. The Grantee shall place no structures of any kind above ground on the Grantor's easement areas except as referred to in this Master Agreement or any license agreement executed pursuant to this Master Agreement without the prior written consent of the Grantor.

j. The Grantee agrees that the Grantor shall not be liable for any damages which shall occur to any facility, structure, plant, or any other improvement of any kind or nature whatsoever which the Grantee shall install on the said easement areas of the Grantor in the reasonable exercise of the rights of the Grantor in the course of performance of maintenance or repair of the Grantor's ditches or canals. The Grantee further agrees to suspend or modify, as necessary, its use of the said easement areas when the use of the easement areas is required by the Grantor for maintenance or repair under this or any other paragraph of this Master Agreement or any license agreement executed pursuant to this Master Agreement.

k. The Grantee agrees to pay attorney fees and engineering fees charged by the attorney for the Grantor or by the engineers for the Grantor in connection with the preparation or review of any license agreement executed pursuant to this Master Agreement.

1. In the event of the failure, refusal or neglect of the Grantee to comply with any of the terms and conditions of any license agreement executed pursuant to this Master Agreement, the rights of the Grantee under the terms of such license agreement may be terminated by the Grantor, and any facility, structure, plant, or any other improvement in or over the Grantor's ditches or canals, and the easements therefore, which may impede or restrict the maintenance and operation of such ditches or canals by the Grantor with its equipment for the maintenance of its said ditches or canals shall be promptly removed by the Grantee.

5. All overhead powerlines shall provide a minimum vertical clearance of 35 feet over the Grantor's ditches, canals, and easements therefore, unless otherwise approved and agreed by the Grantor.

6. All underground powerlines shall be installed a minimum of 36 inches below the Grantor's ditches and canals or adjacent lands, unless otherwise approved and agreed by the Grantor.

7. This Master Agreement and any license agreement executed pursuant to this Master Agreement pertain only to the Grantee's crossing of the Grantor's ditches or canals or encroachment to the Grantor's easements for the purposes and in the manner described herein. The Grantee shall not change the location of the Grantor's ditches or canals, bury the Grantor's ditches or canals in pipe on the Grantee's property, or otherwise alter the

Grantor's ditches or canals in any manner not described in this Master Agreement or any license agreement executed pursuant to this Master Agreement without first obtaining the written permission of the Grantor.

8. The Grantee represents that it has complied with all federal, state or other laws, rules, regulations, directives or other governmental requirements in any form regarding environmental matters, and specifically those relating to pollution control and to any materials and chemicals which may be inimical to human health or the environment, which may be applicable to the Grantee's construction, installation, operation, or maintenance of electric transmission and distribution lines and related appurtenances and works under this Master Agreement and any license agreement executed pursuant to this Master Agreement. The Grantee recognizes its continuing duty to comply with all such requirements that now exist or that may be implemented or imposed in the future. By executing this Master Agreement and any license agreement pursuant to this Master Agreement, the Grantor assumes no responsibility or liability for any impact upon or degradation of human health or the environment resulting from any activity of the Grantee. The Grantee hereby indemnifies, holds harmless and shall defend the Grantor from any and all penalties, sanctions, directives, claims or any action taken or requirement imposed by any party or entity, public or private which may be caused by the construction, installation, operation, and maintenance, and any use or condition of any facility under this Master Agreement and any license agreement executed pursuant to this Master Agreement, unless the Grantor shall be solely responsible for the condition or activity which gives rise to any such penalty, sanction, directive, claim, action or requirement.

9. The Grantee hereby agrees that any crossings or encroachments of the Grantor's ditches, canals, or easements therefore which were made prior to the execution of this Master Agreement and without the authorization of the Grantor will be upgraded to comply with the terms and conditions of this agreement in a prompt and expeditious manner..

10. Should either party incur costs or attorney fees in connection with efforts to enforce the provisions of this Master Agreement or any license agreement executed pursuant to this Master Agreement, whether by institution of suit or not, the party rightfully enforcing or rightfully resisting enforcement of the provisions of this Master Agreement or any license agreement executed pursuant to this Master Agreement, or the prevailing party in case suit is instituted, shall be entitled to reimbursement for its costs and reasonable attorney fees from the other party.

11. The parties hereto understand and agree that the Grantor has no right in any respect to impair the uses and purposes of the irrigation works and system of the Grantor by this Master Agreement or any license agreement executed pursuant to this Master Agreement, nor to grant any rights in its irrigation works and system incompatible with the uses to which such irrigation works and system are devoted and dedicated and that this Master Agreement and any license agreement executed pursuant to this Master Agreement shall be at all times construed according to such principles.

12. Nothing contained in this Master Agreement or any license agreement executed pursuant to this Master Agreement shall be construed to impair the easements and rights of way of the Grantor in the Grantor's ditches or canals and all uses of the Grantor's ditches or canals by the Grantee and the rights granted to the Grantee herein and in any license agreement executed pursuant to this Master Agreement shall remain inferior and subservient to the rights of the Grantor to the use of the Grantor's ditches or canals for the transmission and delivery of irrigation water.

13. There presently exists a difference between the Grantor and the United States of America, specifically the Bureau of Reclamation thereof, concerning ownership, possession, management and control of the certain ditches and canals. The Grantor will address the consequences of this dispute as necessary in reviewing and approving each request of the Grantee for a license agreement that involves any ditch or canal that is the subject of the dispute. The Grantee is advised by the Grantor to communicate with the Bureau of Reclamation before signing any license agreement affecting any ditch or canal concerning the Bureau of Reclamation's position and to learn of any requirements that may be imposed by the Bureau of Reclamation in connection with the Grantee's activity that is the subject of the license agreement. Regardless of any requirements imposed by the Bureau of Reclamation, the Grantor requires that a license agreement be signed before the Grantee takes any action that affects any of the Grantor's ditches or canals.

14. The Grantee agrees to pay attorney fees charged by the attorney for the Grantor in connection with the preparation of this Master Agreement or in connection with negotiations covering the terms and conditions of this Master Agreement.

15. Nothing in this Master Agreement or any license agreement executed pursuant to this Master Agreement shall create or support a claim of estoppel, waiver, prescription or adverse possession by the Grantee or any third party against Grantor.

16. This Master Agreement is entered subject to all rights previously acquired by third parties.

17. The rights and privileges granted by this Master Agreement are nonexclusive and will not prohibit the Grantor from entering into license agreements with other parties.

18. This Master Agreement shall terminate:
a. At the option of the Grantor if the Grantee fails to comply with any of the terms and conditions hereof: or
b. At the request of the Grantee by giving written notice to the Grantor.

IN WITNESS WHEREOF, the Grantor 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 Grantee has hereunto caused its corporate name to be subscribed and its seal to be affixed by its officers first thereunto duly authorized by resolution of its Board of Directors, all as of the day and year herein first above written.

THE IRRIGATION Grantor. EXHIBIT A
LICENSE AGREEMENT

LICENSE AGREEMENT, made and entered into this day of , 20 by and between (Grantor), an irrigation district/canal Grantee organized and existing under and by virtue of the laws of the State, party of the first party, hereinafter referred to as the "Grantor," and party or parties of the second part, hereinafter referred to as the "Licensee,"

WITNESS

WHEREAS, the parties hereto entered into a Master Agreement For Crossing and Encroachment, dated , recorded , as Instrument No. , the records of County, State, and also recorded , as Instrument No. , records of County, State, hereinafter referred to as the "Master Agreement;" and,

WHEREAS, said Master Agreement grants to Licensee the right to cross and encroach upon the Grantor's ditches, canals and easements therefore upon the terms and conditions of said Master Agreement and after the execution of a license agreement for each proposed crossing or encroachment; and

WHEREAS, the Licensee is the owner of an easement for purposes of constructing, operating, and maintaining electric transmission and distribution lines, together with necessary appurtenances and works within the real property (burdened with the easement of the Grantor hereinafter mentioned) particularly described in the "Legal Description" attached hereto as Exhibit A and by this reference made a part hereof, and, WHEREAS, the Grantor controls the irrigation ditch or canal known as (hereinafter referred to as "ditch or canal") together with an easement therefore which includes easements to convey irrigation water, to operate and maintain the ditch or canal, and for ingress and egress for those purposes, and which cross and intersect said described real property as shown on Exhibit B attached hereto and by this reference made a part hereof, and, WHEREAS, the Licensee desires a license to cross and/or encroach upon said ditch or canal or the Grantor's easement under the terms and conditions of said Master Agreement and those hereinafter set forth;

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. Licensee may cross the Grantor's right-of-way subject to the following conditions:

2. Any crossing of said ditch or canal or encroachment upon the Grantor's easement along said ditch or canal shall be performed in accordance with the "Special Conditions" stated in Exhibit C, attached hereto and by this reference made part hereof.

3. The parties hereto incorporate in and make part of this License Agreement all the covenants, conditions, and agreements of said Master Agreement unchanged except as the result of the provisions of this License Agreement. The covenants, conditions and agreements herein contained and incorporated by reference shall constitute covenants to run with and running with, the easement of the Licensee within the real property 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.

IN WITNESS WHEREOF, the Grantor 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 Licensee 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.