Loading...
Ordinance No. 349 - RetiredORDINANCE NO. 349 AN ORDINANCE OF THE SOUTH TAHOE PUBLIC UTILITY DISTRICT AUTHORIZING EXECUTION OF AGREEMENT FOR THE SALE OF REAL PROPERTY BY AND BETWEEN F. HEISE LAND AND LIVESTOCK COMPANY, A NEVADA CORP., AND THE SOUTH TAHOE PUBLIC UTILITY DISTRICT WHEREAS, there has been presented to the Board of Directors of South Tahoe Public Utility District, South Lake Tahoe, E1 Dorado County, California, three (3) originals of an AGREEMENT FOR THE SALE OF REAL PROPERTY BY AND BETWEEN F. HEISE LAND AND LIVESTOCK COMPANY, A NEVADA CORPORATION, AND THE SOUTH TAHOE PUBLIC UTILITY DISTRICT executed by F. HEISE LAND AND LIVESTOCK COMPANY which agree- ment provides for District purchase of real property, water rights, and interests in land in Alpine County, California, necessary for District disposal of treated sewage effluent. NOW, THEREFORE, BE IT ENACTED by the BOARD OF DIRECTORS of the SOUTH TAHOE PUBLIC UTILITY DISTRICT, SOUTH LAKE TAHOE, EL DORADO COUNTY, CALIFORNIA, as follows: (1) The President of said Board of Directors is hereby authorized to execute three (3) originals of said AGREEMENT FOR THE SALE OF REAL PROPERTY BY AND BETWEEN F. HEISE LAND AND LIVESTOCK COMPANY, A NEVADA CORPORATION, AND THE SOUTH TAHOE PUBLIC UTILITY DISTRICT on behalf of South Tahoe Public Utility District. (2) The Clerk is hereby directed to attest to said President's signatures and affix the corporate seal of said District to each original AGREEMENT. The Clerk is further directed to return one fully executed copy of said AGREEMENT to F. HEISE LAND AND LIVESTOCK COMPANY; one fully executed copy to the ESCROW OFFICER, INTER-COUNTY TITLE COMPANY, PLACERVILLE, CALIFORNIA, as mentioned in said AGREEMENT; and return one (1) original for the District public records and files. ORDINANCE NO. 349 PASSED AND ADOPTED by the Board of Directors of the SOUTH TAHOE PUBLIC UTILITY DISTRICT at its duly held adjourned regular meeting on the 10th day of MAY 1983, by the following vote: AYES: Directors Jones, Olson, Lowe, Madden and Wynn NOES: None ABSENT: None ATTEST: J~'e~ R. Jones, ~r~sident~ H TAHOE PUB~I~ UTILITY DISTRICT MA~y D. ~brOs~e, Clerk of Board and ex officio Secretary of the Board of Directors thereof, SOUTH TAHOE PUBLIC UTILITY DISTRICT I hereby certify that the foregoing is a full, true and correct copy of ORDINANCE NO. 349, adopted by the Board of Directors of THE SOUTH TAHOE PUBLIC UTILITY DISTRICT, in a duly held adjourned regular meeting on the 10th day of MAY 1983. Mar~y D,/~b~ose~ Clerk of Board SOUTH TAHOE PUBLIC UTILITY DISTRICT AGREEMENT FOR THE SALE OF REAL PROPERTY BY AND BETWEEN F. HEISE LAND & LIVESTOCK COMPANY, a Nevada corporation and SOUTH TAHOE PUBLIC UTILITY DISTRICT May 10, 1983 M~nden, Nevada TABLE OF CONTENTS Paragraph No. 3.1 3.2 3.3 3.4 4.1 4.2 Be 5.1 5.1 .1 5.1 .2 5.2 5.2.1 5.2.2 5.2.3 5.3 5.3 .l 5.3.2 5.3.3 5.3.4 5.3.5 5.3.6 5.4 5.5 5.6 5.7 5.7.1 5.7.2 5.7.3 5.8 5.8.1 5.8.2 5.8.3 5.9 e 6.1 6.1 .1 6.1 .2 6.1 .3 6.1 .4 6.1 .5 6 .! .6 6.2 6.3 Introduction ..................... Heise Real Property .................. Heise Clay Material .................. Payments to Heise by District ............. Clay Material Price ................ Temporary Easement Use Fee ............. Property Purchase Price .............. Cost Reimbursement ................. Restrictions Upon Title ................ Parcel Numbers I - 5 ................ Permanent Easments ................. Fresh Water Provisions ................ Petitions ..................... Legal Costs ................... Adjustment .................. District Diverted Water .............. Schwake Waters ................. Harvey Waters .................. Dressler Mud Lake Waters ............ Heise Indian Creek Reservoir Use .......... Heise Storage Capacity ............. Evaporative Loss Reserve ........... No Spill Safety Reserve ............ Adjustment to Minimum Pool ........... Flushing Flow ................. Storage Right .................. Upper Dressler Ditch ................ Indian Creek Flood Water .............. Diversion of Fresh Water Pipeline Discharge .... Control of Flow thru Indian Creek Reservoir .... Measurement, Records .............. Delivery to Heise ................ Safety Releases ................. Evaporation Loss of Indian Creek Reservoir ..... District Primary Responsibility ......... Heise Secondary Responsibility ......... Dry Year Conveyance Loss Exception ....... Future Adjustment ................. Wastewater Effluent Provisions ............ Heise Delivery Option ............... Term of Option ................ Notification ................. Volume of Delivery ............... Delivery Points & Volume ............ Reclaimed Water Discharge Requirement ...... Reclaimed Water Discharge Lands ......... Heise Evaporation Replacement Right ........ District Delivery Option .............. Page Page 1 6 6 7 7 7 7 7 7 7 8 8 8 8 9 9 9 9 10 10 10 10 10 10 10 11 11 11 11 11 11 11 11 12 12 12 12 12 TABLE OF CONTENTS (Cont 'd) Paragraph No. 6.3.1 6.3.2 6.3.3 6.3.4 6.3.5 6.3.6 6.3.7 6.4 6.4.1 6.4.2 6.4.3 6.4.4 6.5 6.6 6.7 6.8 6.9 6.10 6.11 8.1 8.1 .1 8.1 .2 8.1 .3 8.1 .4 8.2 8.2.1 8.2.2 8.2.3 8.2.4 8.3 8.4 8.5 8.6 8.6.1 8.6.2 8.6.3 8.7 8.8 8.8.1 8.8.2 8.8.3 8.9 e 9.1 9.1 .1 9.1 .2 9.1 .3 Application Lands ................ Term of Option ................. Term of Delivery ................ Reclaimed Water Application Method ....... Volume Delivered ................ Quality & Discharge Requirements ........ Delivery Pipeline Easement ........... Fire Protection .................. Alpine Village Connection ............ Able Connection ................. Cost of Pipline ................. F]ow Reduction for Fire ............. Reclaimed Water Qua]ity .............. Hold Harm]ess ................... Non-Performance by Heise. ~ ~d ........... Covenent Running with the a ........... Regulations, Laws ................. Protection of Lands ................ Uncontro]]ed Circumstances ............. Schwake Tai]water & Drainage Waters .......... Construction, Maintenance and/or Operation ...... Mi llich Flood Channel Easement ........... Channel Construction .............. Diversion Structures .............. biaintenance ................... Operations ................... MJ]ltch Ditch & Snowshoe Thompson No. ] Ditches . . Channel Abandoned ................ Diversion Structures .............. Maintenance ................... Operations 'D~t'h~H~ ; ' ~i; {i~ ~ ....... Upper Dress]er c r ey e e ....... Road Easement ................... Temporary Construction Road Easement ........ Heise Pipeline ................... Pipeline Construction .............. Maintenance ................... Operation .................... District Reclaimed Water Delivery Option ...... Fencing ...... . ............... ;drport Road .................' Temporary Clay Easement ............. Diamond Valley Dam Parcel ............ Construction Period ................ Restrictions Relative to Temporary Easements ..... Temporary Clay Easement .............. Measurement. . . . . . - - · · · - · - · ' ' · ' Top Soil .................... Quality of Fill Material ............ Page 13 13 13 13 13 13 13 13 13 14 14 14 14 14 14 15 15 15 15 15 15 15 15 16 16 16 16 16 16 16 16 16 16 17 17 17 17 17 18 18 18 18 18 18 18 18 19 19 19 Page TABLE OF CONTENTS (Cont'd) Paragraph No. 9 .! .4 9.1 .5 9.1 .6 9.1 .7 9.1 .8 9.2 9.3 10. 10.1 10.2 10.3 10.4 ] 0.4.1 10.4.2 10.4.3 10.4.4 11. 12. 12.1 12.1 .1 12.1 .2 12.2 12.2.1 12.2.2 13. 13.1 13.1 .1 13.1 .2 13.1 .3 13.1 .4 13.1 .5 13.1 .6 13.2 14. 14.1 14.2 14.3 15. 15.1 15.2 15.2.1 15.3 15.4 15.5 15.6 Removal of Clay Material ............ Fill Material Returned to Heise ......... Elevations and Grades .............. Unforeseen Circumstances ............ Restoration of Easement ............. Temporary Construction Road Easement ........ Term of Use .................... Purchase Price Negotiations .............. Heise Offer .................... District Offer ................... Price Negotiations ................. Eminent Domain Determination of Purchase Price. · . Procedural Delays ................ L]tigation Expenses ............... Possession Prior to Judgment .......... Deposit & Withdrawal of Probable Compensation. · Heise Grazing Rights ................. Plans & Surveys .................... Plans ....................... Construction on Permanent Easements ....... Conveyance, Diversion & Distribution Structures. Surveys ...................... Boundary Surveys ................ Farm Plan & Clay Removal Plan .......... Approval Conditions .................. District Conditions ................ Alpine County Contract Amendment ........ District Ordinance ............... Environmental Impact Report ........... Lahontan General Plan .............. Archeological Investigation ........... Grant Offer ................... Joint Conditions .................. Protection of Environment ............... Review of Environmental Impact Report ....... Reservation of Claims ............... Monitoring of Diamond Valley Lands ......... Escrow Provisions ................... Deposits ...................... Prorations/Close of Escrow ............. Extension of Close of Escrow .......... Possession ...... . - - · · · · · · ' ' ' ' ' ' Escrow Costs .................... Title Policy .................... Condemnation Action ................ Page 19 19 19 19 19 20 20 20 20 20 20 20 21 21 21 21 21 21 21 21 22 22 22 22 22 22 22 22 22 22 22 22 23 23 23 23 23 23 23 24 24 24 24 24 24 Paragraph No. 16. 17. 18. 19. 20. Ex. "A" Ex. "B" TABLE OF CONTENTS (Cont 'd) Page Development of BLM Lands ............... 24 Time of the Essence .................. 24 Governing Law ..................... 25 Notices ........................ 25 Legal Fees ...................... 25 Signatures ...................... 25 Maps ......................... A-I Regulating Storage Capacity .............. B-1 Page iv ~ AGREEMENT FOR THE SALE OF REAL PROPERTY THIS AGREEMENT for the sale of real property is entered into this 10th day of May, 1983, by and between F. Heise Land & Livestock Company and South Tahoe Public Utility Distict. For the consideration hereinafter set forth the parties hereto agree as follows: INTRODUCTION A. DISTRICT. South Tahoe Public Utility D~strJct ("Distr~ct", hereinafter) is a public utility dJstr~ct formed under and ex~sting pursuant to the Public Utility Distict Act, D~v~sIon 7 (commencing w~th Section 15501) of the California Public Util~t~es Code. District and District's office are located in E1 Dorado County, California. B. HEISE. F. He~se Land & Livestock Co. ("Heise", hereinafter) Js a Nevada corporation which owns real property and property rights within Alpine County, California which the District wishes to acquire. HeSse's office Js located tn Douglas County, Nevada. C. DISTRICT AUTHORITY. Distr~ct has the authority, pusuant to the California Public Utilities Code, to take by grant, purchase, gift, devise, or lease, or otherwise acquire, hold and enjoy, and lease or dispose of, rea] and personal property of every kind within or w~thout the District, when in the judgment of the Board of Directors of the District it is for the best interest of the D~strict to do so. D. PRESENT DISTRICT OPERATIONS. District ~s presently delivering tertiary treated effluent from its sewage water treatment plant ~n El Dorado County through a 27-mile pipeline to Indian Creek Reservoir in Alpine County. The tertiary treated effluent is ~nitial]y stored in Indian Creek Reservoir for fish and w~ldlJfe and recreation purposes, and then re]eased for irrigation use. E. PROPOSED DISTRICT OPERATIONS. The D~strict proposes to (1) change the level of treatment of its treated wastewater, from tertiary treatment (removing nitrogen and phosphorus constituents) to filtered secondary treatment (not removing much of the nitrogen and phosphorus constituents) ("Reclaimed Water", hereinafter), (2) change 'the operation of its Indian Creek Reservoir from a treated wastewater to a freshwater reservoir, (3) modify irrigation application of tertiary treated effluent to the areas to be irrigated w~th ~ts Reclaimed Water, and (4) construct a new reservoir (the "Harvey Reservoir", hereinafter) to st-ore and regulate the Reclaimed Water (collectively, "District's Project", hereinafter). The purpose the District's Project is to provide a more cost effective level of sewage treatment, to maintain a recreational minimum pool at Indian Creek Reservoir including offset of evaporative and seepage losses ~n Indian Creek Reservoir, and to provide nitrogen and phosphorus in Reclaimed Water for irrigation which will improve agricultural crop production. AGREEMENT 1. HEISE REAL PROPERTY. He~se w~ll convey to the D~strict the following described real property, and property rights ("Heise Property", hereinafter) which are located in the County of Alpine, State of California, the boundaries thereof to be specifically described and the actual acreage adjusted in accordance with a survey to be prepared as set forth in paragraph 12.2.1 Pagel ~'/~ ~else-p]strlcc ^greemenL - may ~o, ~ voa ..................................... hereof, Escrow: which ~s to be approved by the parties hereto prior to the Close of interest of Lots inclusive M.D.B.&M., w~th all and Parcel No. 1 ("Harvey Place Parcel"). An undivided 50% ~n the West one-half of Lots 4, 10, 11 and 14 of Section 4; all 12 and 13 of Section 4; and the East one-half of Lots 3 thru 6 of Section 5, all ~n Township 10 North, Range 20 East, which parcel consists of approximately 480_+ acres; together water r~ghts and water reservoir rights appurtenant thereto; Parcel No. lA ("Stevens Lake Parcel"). An undivided 50% ~nterest in and to the ]and which may be covered by the water impounded by the dam constructed pursuant to that certain Notice of Water Location and Reservoir Site recorded September 23, 1898 in Book B of Water R~ghts page 43, Alpine County Records; such parcel being approximately 20 ~ acres in size; and Parcel No. 2 ("Diamond Valley Dam Parcel"). That portion of the South one-half of the Southeast one-quarter of Section 36, Township 11 North, Range 19 East, M.D.B.&M., lying south of a line commencing at a point on the western boundary of said quarter section approximately 760 feet north of the southwest corner of said quarter section, and continuing southeasterly approximately 500 feet to a point approximately 300 feet north of the southern boundary of sa~d quarter section, thence northeasterly approximately 500 feet to a point approximately 490 feet north of the southern boundary of said quarter section, thence approximately 600 feet northeasterly of a point approximately 610 feet north of the southern boundary of sa~d quarter section, thence approximately 300 feet southeasterly to a point approximately 510 feet north of the southern boundary of said quarter section, thence 260 feet southeasterly to a point approximately 330 feet north of the southern boundary of said quarter section, thence approximately 610 feet easterly to a point 240 feet north of the south boundary of said quarter section, thence southeasterly approximately 320 feet to the point of intersection with the eastern boundary of sald quarter section which point is approximately 300 feet north of the Southwest corner of said quarter section; said l~ne then continuing easterly across the South one-half of the Southwest one-quarter of Section 31, Townshlp 11 North, Range 20 East, M.D.B.& M., approximately 430 feet, thence southeasterly approximately 550 feet to a polnt approximately 270 feet north of the southern boundary of said quarter section, thence northeasterly approximately 670 feet to a point approximately 415 feet north of the southern boundary of sa~d quarter section, thence southeasterly to the centerline of Indian Creek (approximately 440 feet), thence easterly to a point 60 feet west of the center]ine of Diamond Ditch (approximately 165 feet), and thence Northeasterly parallel to the centerline of Diamond Ditch to the eastern boundary of said quarter section; the parcel thus described consists of approximately 42_+ acres; the actual location of the northern boundary of this parcel will be adjusted by agreement of the parties so as to min~mumize the District's interference with the agricultural operations of HeJse; and Parcel No. 3 ("Diamond Valley Scossa Parcel"). That port~on of the North one-half of the Southeast one-quarter of Section 31, Township 11 North, Range 20 East, M.D.B.&M., which is southerly of a l~ne which Page 2 ~P '~ ~s 60 feet northerly of the centerlJne of the Diamond Ditch, which parcel consists of approximately 11 + acres; and Parcel No. 4 ("Diamond Valley SE Parcel"). That portion of the Northwest one-quarter of Section 32, Township 1! North, Range 20 East, M.D.B.&M., which ~s southerly of the centerlJne of the Diamond Valley Road, which parcel consists of approximately 34 + acres; and Parcel No. 5 ("Diamond Valley NE Parcel"). That portion of the Northwest one-quarter of Section 32, Township 1! North, Range 20 East, M.D.B.&M., which ~s Northerly of the centerl~ne of the Diamond Valley Road and Easterly of a l~ne which ~s 60 feet westerly of the centerline of the Diamond D~tch, which parcel consists of approximately 41 ~ acres; and Easement No. 1 ("Road Easement"). vehicle and Valley Dam repair and facilities; 20 feet in Section 31, A non-exclusive easement for equipment access from Diamond Valley road to the Diamond Parcel and Harvey Place Parcel solely for the maintenance, service of the District's Reclaimed Water and flood control such easement to be approximately 4,000 + feet in length and w~dth, and to commence at a point in the East one-half of Township 11 North, Range 20 East, M.D.B.&M. which is along the center]ine of Diamond Valley Road, and which is approximately 600 feet west of the western end of the bridge conveying Diamond Valley Road across the channel of Indian Creek; thence southerly parallel with the eastern boundary of such half section a distance of 900 + feet to a point no more then 15 feet northerly of the eastern edge of the h~gh water mark created by Indian Creek, thence southwesterly approximately parallel to the eastern edge of the h~gh water mark created by Indian Creek to intersect the northern boundary of the Diamond Valley Dam Parcel; such easement parcel being now estimated to be approximately 1.9 + acres; this easement is intended to be contained within the area of the Temporary Construction Road Easement; and Easement No. 2 ("Temporary Clay Easement"). A temporary easement, for the term provided in paragraph 9.3 hereof, to enter onto, remove and/or replace soils, and convey such soils across the easement lands to ]ands to be acquired by the District in connection with the construction of the District's Project, such easement being described as the Northeast one-quarter of Section 31, the Southwest one-quarter of the Southeast one-quarter of Section 30, and the Northwest one-quarter of Section 32, Township 11 North, Range 20 East, M.D.B.&M., which are northerly of Diamond Valley Road, not ~nc]uding Parcel No. 5 (Diamond Valley NE Parcel); such easement parcel consisting of approximately 140 + acres (see Exhibit "A", hereof); and Easement No. 3 ("Temporary Construction Road Easement"). A temporary, exclusive easement to enter onto, construct, and utilize a road for equipment and vehicles engaged in the construction of the District's Project, for the term provided in paragraph 9.3 hereof; such easement to be approximately 4,000 + feet ~n length and 40 feet in width, and to commence at a point in the East one-half of Section 31, Township 11 North, Range 20 East, M.D.B.&M. which is along the centerline of D~amond Valley Road, and approximately 600 + feet west of the western end of the bridge conveying Diamond Valley Road across the channel of Indian Creek; thence south to a point approximatly 10 feet Page ~"~ north of the western edge of the ~ water--~'--~-2'Sl~rInd~a%~we t n ed ~/'~__~) Creekj thence southwesterly approximately para]]el to the g ~"'~f '~h~Lh~=h ~-z2tar m=~bar~ztcd ~ Indian Creek to ~ntersect the northern ~ ~oundary ~f the Diamond Valley Dam Parcel at the point of diversion of ~he Mill~ch Ditch into Indian Creek; such easement parcel being now estimated to be approximately 3.7 ~ acres (see Exhibit "A", hereof); and 2. HEISE CLAY MATERIAL. Heise will convey to the District, free and clear of any encumbrances whatsoever, the r~ght to remove 90,000 cubic yards of clay material from the Temporary Clay Easement for use in the construction of the District's Project ("Clay Materials", hereinafter). Upon notification, as hereinafter provided, Heise will allow the District to increase the volume of Clay Materials to be removed by the District to a maximum of 150,000 cubic yards of material. PAYMENTS TO HEISE BY DISTRICT. The cash consideration paid to District on or before the Close of Escrow, shall be as set forth Hei se by the bel ow: 3.1 CLAY MATERIAL PRICE. The sum paid for the right to remove up to 90,000 cubic yards of the Clay Materials from the Temporary Clay Easement shall be two hundred thirty thousand dollars ($230,000.00). An additional sum equal to the volume of Clay Material removed above 90,000 cubic yards, if any, compounded by a price of $2.00 per cubic yard shall also be pa~d (monthly) as the additional Clay Material is removed. (collectively "Clay Material Price", hereinafter) The Clay Material Price includes all consideration for all damages incurred by Heise as a result of the removal of the Clay Mater~al, except as otherwise provided ~n paragraph 9 hereof. Payment of said sum of two hundred thirty thousand dollars ($230,000.00) shall be made to HeJse at Close of Escrow. 3.2 TEMPORARY EASEMENT USE FEE. Should the D~str~ct require the use of the Temporary Clay Easement and Temporary Construction Road Easement (collectively "Temporary Easements", hereinafter) for a period in excess of the 24 month period provided in paragraph 9.3 hereof, the D~strJct shall pay the sum of thirty-five thousand dollars ($35,000.00) for each additional annual grazing season as described in paragraph 9.3 hereof, or port~on thereof, upon the first day of such additional period. 3.3 PROPERTY PURCHASE PRICE. The price for the Heise Property after adjustments for actual surveyed acreage shall be determined as set forth in paragraph 10 hereof and shall be hereinafter referred to as the "Property Purchase Price". Heise hereby offers to sell the Heise Property for the prices set forth below. This offer shall be good only until 5:00 p.m. on May 23, 1983, or a petition is fi]ed by the D~strtct for court determination of the Property Purchase Price pursuant to paragraph 10.4 hereof; which ever shall first occur. This offer is submitted to the D~strict for purposes of a compromise of threatened condemnation litigation and may not be used as evidence Jn any judicial preceedings. Page 4 No. Property Acres ! Harvey Place Parcel .(1). 240.00 lA Harvey Place Disputed Pcl 10.00 2 Diamond Valley Dam Parcel 42.00 3 Diamond Valley Scossa Pcl 11 .00 4 Diamond Valley SE Parcel. 34.00 5 Diamond Valley NE Parcel. 41.00 E-1 Road Easement ...... 1.90 E-2 Temporary Clay Easement . 140.00 E-3 Temp. Const. Road Esmnt · 3.70 Price/Acre Total Price $ 1,600.00 $ 384,000.00 See Paragraph 5.3 3,500.00 147,000.00 2,750.00 30,250.00 2,500.00 85,000.00 2,000.00 82,000.00 2,750.00 5,225.00 See Paragraph 3.1 See Paragraph 8.5 Total .......... 523.60 $ 1,400.83 $ 733,475.00 Notes: (1) The sale of 50% interest in 480 acres or the equivalent of 240 acres. Plan and the Minden, Nevada Heise for 50% chargeable to see paragraph 12.2.2 hereof. District as restrictions: to 3.4. COST REIMBURSEMENT. He]se shall cause the Clay Removal Farm Plan to be prepared by the Soil Conservation Service of as prescribed in this agreement. The District will reimburse of the cost to HeJse of the preparation of such plans. The cost the District shall not exceed ten thousand dollars ($10,000.00), tLESTRICTIONS UPON TITLE. to the Heise Property 4.1 the properties The title conveyed by He]se to the shall be subject to the following PARCEL NO.'S ] - 5. Fee Simple Title shall be conveyed described in paragraph 1 hereof as Parcel Numbers 1 thru 5, subject only to the following: 4.1.1 property taxes for the year 1983-84 as assessed by the County of Alpine, State of California; and 4.1.2 conditions, covenents, easements, and restrictions of record as shown on preliminary title reports issued by Inter- County Title Co. on March 15, 1982 as No. ALP 1916 LH and on November 12, 1981 as No. ALP 1888 MS. 4.1.3 a reservation to Heise of a non-exclusive road easement for vehicle and equipment access to the lands of Heise across the Diamond Valley NE Parcel from Diamond Valley Road which shall parallel and be to the north of Indian Creek; such easement shall be of a width which will meet minimum county requirements and shall run generally in an east-west d~rection w~th the location of the easement to be approved by the parties hereto. 4.1.4 the condition placed upon the District which is binding upon any successors in ~nterest to the D~strtct which absolutely prevents any future development of the properties for residential, industrial or commercial use which is not specifically provided for in th~s agreement, which shall be a covenent running w~th the land as provided in paragraph 6.8 hereof, the violation of which shall be a cause of action for injunctive relief against the District, its successors, or assigns. Page 5 ~ 4.1.5 the reservation for the benefit of Heise and any other party presently, or in the future,.hav~e~tr~~ ~Yt~a~Sp~s~ West Fork of the Carson River via the pr channel of Indian Creek, of a non-exclusive 80 foot wide easement ("M~ll~ch " ereinafter) which is to run generally in an east-west Flood Channel Easement , h ........ ~ ~ the northern boundary of the direction along, and immediatel~, to ~e ~ ~ use to~ether with access to, D~amond Valley Dam Parcel, as well as tne ~8 to be constructed by the Distr~ct within the Mi]lich the flood channel which is ......... ~h 8.1 of this agreement (described Flood Channel Easement as provided xn d Channel") for the conveyance, without interruption or as the "Millich F]oo ......... d duties from the West Fork of , es ect~ve water rlgnc~ ~,~ · ~nterference of their ~ P ...... ~ ~ Tndian Creek. This reservation of to the present cua~,,~ ~ ~ ~ .... ~ent to Heise of the Carson RtVerother than Heise is conditioned upon cue use to parties any interest which such parties may now hold in and to the use of the present channel of the Mi llich Ditch which ~s within Section 36, Township 11 North, Range 19 East and Section 31, Township 11 North, Range 20 East, M.D.B. & M. 4.2 PERMANENT EASEMENTS. The District shall be conveyed a r~ght to utilize the easements described in paragraph 1 hereof as Easement Numbers 1 thru 3 subject only to the following: 4.2.1 conditions, covenents, easements, and restrictions of record as shown on preliminary title report issued by Inter- County Title Co. on November 12, 1981 as No. ALP 1888 MS; and 4.2.2 a reversionary clause in favor of Heise which shall provide for reversion of rights of the District to utilize the three (3) easements to Heise, if such rights of use, or any of them, is abandoned by District pursuant to State Law; and 4.2.3 the reservation to Heise, or its assigns, of a]] rights not assigned to District or which will not interfere with the District's use; and 5. FRESH WATER PROVISIONS The construction and operation of the District's Project will require changes in the h~storical flow, storage and application of fresh water in the area of Diamond Valley. The provisions of this paragraph 5 are intended meet the requirements of the District's Project while protecting the historical irrigat~on of the property retained by Heise and the down stream irrigators as provided for in the rights decreed in the Judgment in the United States v. Alpine Land & Reservoir Co. (the "Decree"). It is intended that Heise shall suffer no damages from any change, except as provide in paragraph 5.2.2 hereof, in the historic water use resulting from the District's Project and the parties have therefor agreed to provisions for future adjustments as set forth in paragraph 5.9 hereof. 5.1 PETITIONS TO U.S. DISTRICT COURTt Each of the part~es is charged with preparing, submitting and obtaining approval of the U.S. District Court in Reno, Nevada ("District Court", hereinafter) of the matters which affect their proposed use of waters as set forth herein which they believe to require Distr~ct Court approval ("Petition", hereinafter)- The Petition, or petitions, shall be consistent with th~s Agreement and neither party shall object to the others Petition so long as such petition is consistent with this Agreement. Page 6 5.1.! LEGAL COSTS. All of the costs of the preparation, submission and obta~ning of court approval of the terms of the Water Agreement by the U.S. District Court w~l] be the responsibility of the parties as their interest appears. 5.1.2 ADJUSTMENTS. In the event that Heise unable to obtain Distr~ct Court approval of its water uses as provided for herein, the District w~]l accomodate any water ava~lab~lity short fall resulting from such lack of approval by increasing the volume of effluent available for delivery to Heise. The District's Reclaimed Water l~abflity pursuant to this paragraph 5.1.2 shall be l~m~ted to 400 acre feet per season. 5.2 DISTRICT DIVERTED WATER. Heise acknowledges and agrees to the diversion and change in use by the District of waters of Indian Creek and the West Fork of the Carson River set forth tn this paragraph 5.2. 5.2.1 SCHWAKE WATERS. The D~strict may divert the William F. Schwake, Janet Schwake (Clogston Ranch) available water flow, volume, or duty (Claim No.s 46, 456, 457, and 458) ("Schwake Water") to Indian Creek Reservoir provided 50% of such water diversion which is available from the waters of the West Fork of the Carson R~ver is diverted to Heise via the M~]lich Ditch at the diversion point of the Snowshoe Thompson No. ! Ditch from the Mill~ch Ditch, and 50% of the Schwake Water which is available from the waters of Indian Creek is diverted to Heise via the MillJch Flood Channel at the diversion point of such channel from Indian Creek. The measurement of such waters shall be at the points of diversion to Heise. 5.2.2 HARVEY WATERS. The Distr~ct may divert the Harvey Place available water flow, volume, or duty (Claim No.s 47, 48, 453, 454, and 455) ("Harvey Water") from the flows of the West Fork of the Carson R~ver and Indian Creek to Indian Creek Reservoir provided 50% of such water d~vers~on as measured at the MS llich Flood Channel diversion point on Indian Creek is delivered to Heise at the beginning of the Heise Pipeline which Js located at the base of the Harvey Dam. During past "short water years", a portion or all of these waters have been diverted directly to Diamond Valley for irrigation application. Heise, for the consideration set forth in paragraph 5 and 6 hereof, agrees to the change in the historic water use of the Harvey Water and acknowledges that the historic use of the Harvey Water will in no way reduce the flow, volume, or duty of such water which is available to the District for diversion as herein provided. 5.2.3 MUD LAKE WATERS. Heise will not oppose the District's diversion of the available water flow, volume, or duty as to Claim No. 463 in the Decree to Indian Creek Reservoir to be returned to Indian Creek channel at the end of the Harvey Pipeline during the period October ! to February 1 of each ~rrigation season. 5.3 HEISE INDIAN CREEK RESERVOIR USE. It is the desire of the District to maximize the recreational and fishery uses of Indian Creek Reservoir for the benefit of the residents of Alpine County as well as to provide for the irrigation water needs of the agricultural lands of such county. Therefore, as partial consideration to Heise for the loss of the storage capacity and use of "Stevens Lake", the conveyance to the D~strict of the Stevens Lake Parcel, and other provisions hereof, and subject only to (a) the "minimum pool" requirements for recreational use for Indian Creek Reservoir as established by contract with Alpine County ("Minimum Pool", hereinafter), and Page 7 (b) the District's rights, tf any, to store waters ~n Indian Creek Reservoir to provide a reserve for seasonal water losses due to evaporation and seepage, the District will cause Indian Creek Reservoir to be operated in such a nmnner as to provide He~se with the following rights to the use of Indian Creek Reservo{r: 5.3.1 HEISE STORAGE CAPACITY. Heise shall have the r{ght to the use, annually, of the first 900 acre feet of the water storage capacity in Indian Creek Reservoir above the Mtnlmum Pool ("Heise Storage Capacity", hereafter) (see the ICR Graph, attached hereto as Exh{bit "B"), subject to only to (a) the seasonal storage requirements of the Evaporative Loss Reserve (see paragraph 5.3.2, hereof), and (b) the No Sp~l] Safety Reserve (see paragraph 5.3.3, hereof). 5.3.2 EVAPORATIVE LOSS RESERVE. The initial 585 acre feet of the water storage capacity of Indian Creek Reservoir wh{ch is in excess of the Minimum Pool shall be available for use by the Distr~ct to store ~ts portion of the Schwake Water and Harvey Water, as well as any other waters which it may in the future acquire; so long as the use of such waters is exclus{vely for the replacement of the seasonal (April 1 to September 30) water evaporation and seepage losses from Indian Creek Reservoir ("Evaporative Loss Reserve", hereinafter). The volume of water storage capacity set aside for the Evaporative Loss Reserve will be reduced weekly during the seasonal period June 1 to September 30 as shown on the ICR Graph. In the event that the Distr{ct does not have sufficient fresh water flows available to it during any season to provide it with the volume of water required to utilize the water storage space set aside as Evaporative Loss Reserve, Heise may utilize such water storage space. Any water so stored by Heise is subject to reduction by a volume, equal to the seasonal evaporative and seepage losses of Indian Creek Reservoir which can not be met by fresh waters available to the District; and therefore, such water after said reduction will be available for re3ease in accordance with the limitations established by the ICR Graph. 5.3.3 NO SPILL SAFETY RESERVE. The water storage capacity of Indian Creek Reservoir which is in excess of the aggregate of the storage volume of the Minimum Poo3 and the Heise Storage Capacity is subject to control due to dam safety requirements ("No Spill Safety Reserve", hereinafter) (see ICR Graph). For reasons of dam safety or waste discharge l~mitations, the maximum water level of Indian Creek Reservor may not be allowed to exceed a "Staff Level" of 50 feet prior to June 1 of each year, and therefore, the Heise Storage Capacity will be limited during the period prior to June 1 of each year to the volume of storage available below such water level. He{se sha33 have the 1st right and option to ut{lize, annually, at no charge, the water storage capacity in Indian Creek Reservoir which {s allocated to the No Sp~ll Safety Reserve should the District, at its sole discretion, after annual consideration of dam safety and discharge requirements and potential Indian Creek "run off", make such reservoir water storage capacity available for seasonal water storage. The annual dec~sion of the District as to the avaIlab~lity and t~ming of availability of the No Spill Safety Reserve for use by HeRse for water storage shall not be unreasonable. 5.3.4 ADJUSTMENTS TO MINIMUM POOL. 5.3.4.1 COUNTY AGREEMENT. The m~nimum pool requirements set forth on the ICR Graph are subject to reduction to conform to the requirements established by the District's contract w{th Alpine County; and under no circumstances will such ntlnimum pool requirements be greater than a Page 8 ~--_~ C-'~ such flow the Upper Heise. Staff Level of 45 feet which corresponds to an estimated storage volume of 1,515 acre feet. 5.3.4.2 DRY YEAR. Should the estimated aggregate water flows of the West Fork ~f the Carson River past the Woodfords flow gage be estimated by the Snow Survey and Water Supply Forcast Unit of the United States Soil Conservation Service, Reno, Nevada to be less then an aggregate seasonal (April 1 to August 31) volume of 45,000 acre feet a "Dry Year" will be declared to have occured and the the minimum pool level for October 1 of such year will be reduced to a water level which shall be equal to a "Staff Level" measurement of 40 feet ("Dry Year Minimum Pool", hereafter). In the event of a series of Dry Years the parties will cooperate to develop a f]ow of water which will reduce the damages to Indian Creek Reservoir to a level which is acceptable by the parties charged with such responsibility. Heise shall receive the benefit of the reduction of the Minimum Pool level to the Dry Year Minimum Pool level and shall, therefore, be charged with supplying the flow of water required to return the water level of Indian Creek Reservoir to the Minimum Pool level during the first year in which above normal water supplies are available from the flows of the West Fork of the Carson River. 5.3.5. FLUSHING FLOWS. Heise shall attempt to maximize the "flushing flow" of its fresh water flow, volume, or duty from the West Fork of the Carson River thru Indian Creek Reservoir, but in no event shall be less then 500 acre feet per year commencing upon the completion of Dressler Ditch and the Heise Pipeline if such water is available to 5.3.6 STORAGE RIGHTS. Heise intends, w~thin the limitations of this paragraph 5.3, and subject to the flow limitations of the Upper Dressler Ditch, to seek from the governmental agencies having jurisdiction additional regulating and term storage rights for use in Indian Creek Reservoir and the D~strict shall not object to such actions so long as they are consistent wi th this agreement. 5.4 UPPER DRESSLER DITCH. The District shall construct a canal capable of rerouting a flow no less than 30 cubic feet per second of the waters of Indian Creek at the point of diversion of the Millich Flood Channel ("IC Diversion Point") to Indian Creek Reservoir ("Upper Dressler Ditch", hereinafter) and thence to return such flows to the present channel of Indian Creek on the Diamond Valley Dam Parcel via the Harvey Pipeline as shown on the map attached hereto as Exhibit "A". Heise shall have the right to utilize the Upper Dress]er Ditch and Harvey Pipeline for conveyance of its waters to its Diamond Valley lands. Heise shall not object to this change in the channel of Indian Creek nor the diversion at the IC Diversion Point during the seasonal period February 1st to October 1st of up to a flow of 30 cubic feet per second of the waters of Indian Creek thru Indian Creek Reservoir via such canal provided such waters are returned to Indian Creek via the Harvey Pipeline and are subject to diversion from such pipeline to the Heise Pipeline for delivery to Heise in accordance with the water rights of Heise. No limitation shall be placed upon such diversion during the seasona] period October 2nd thru the following January 31 st. 5.5 INDIAN CREEK FLOOD WATERS. Heise shall not object to diversion of the Indian Creek flood water flows around the Harvey Place Parcel to the Present channel of Indian Creek at t.h.~ Diamond Valley Dam Parcfal via a new flood channel ("M~lltch Flood Channel · Heise shall be permitted to Page 9 to Heise periodically practices, but in no bi-monthly. utilize the Mi llich Flood Channel from its point of commencement at the diversion structure on Indian Creek on the lands of Schwake to divert fresh waters from Snowshoe Thompson No. 1 ditch to its lands and pipeline. 5.6 DIVERSION OF FRESH WATER PIPELINE DISCHARGE. Heise shall have the right to divert the fresh water released from Indian Creek Reservoir (discharge of the Harvey Pipeline), during the annual period April 1 to October 1, to the lands of Heise via the Heise Pipeline so long as such diversion is consistent with (a) the water rights of Heise, (b) any District permit, and (c) the District Court requirements. The District shall advise Heise of any permit requirements which will affect Heise prior to finalization of such requirements. 5.7 CONTROL OF FLOW OF WATERS THRU INDIAN CREEK RESERVOIR. The control of the flow of waters thru Indian Creek Reservoir shall be the responsibility of the District; such District control shall be exercJsed in accordance with the terms of this Agreement, in so far as such control affects the rights of Heise hereunder, and shall provide for the following: 5.7.1 MEASUREMENT, RECORDS. The District shall provide the personnel required, to control the flow of waters thru Indian Creek Reservoir and to provide accurate measurement of the tn-flow (measured at the Upper Dressler Ditch diversion point from Indian Creek) and out-flow (measured at the discharge point of Indian Creek Reservoir into the Harvey Pipeline) of the waters diverted to Indian Creek Reservoir. Flow records shall be provided as required to allow Heise to plan its irrigation event shall the report period be less often then 5.7.2 DELIVERY TO HEISE. Waters stored in Indian Creek Reservoir which are intended for delivery to Heise will be released in accordance with the instructions of Heise provided the requirements of paragraph 5.6 hereof are complied with. 5.7.3 SAFETY RELEASES. The District may draw the pool elevation of Indian Creek Reservoir below the 52 foot staff level to the extent necessary (a) to make emergency repairs which require a drawdown, or (b) for other purposes with prior written approval of Heise. Any District releases of Heise stored waters during the period June 1 to October 2 pursuant hereto which are not beneficially used by Hefse shall be replaced by District, at the option of Heise, by an equal volume of Reclaimed Water. Any water stored during the period! October 2 to the following March 31 are to be "at r~sk" by Heise. 5.8 EVAPORATION LOSS OF INDIAN CREEK RESERVOIR. Commencing on April 1 of each season and continuing bi-weekly thereafter the District will establish and advise Heise of the minimum water elevation of water stored in Indian Creek Reservoir which is required to insure that sufficient waters are stored in the reservoir to provide for any evaporation and seepage losses which may reasonably he anticipated during the period ending on October 1st of such season as well as the minimum pool requirement on October 1st of such year. 5.8.1 DISTRICT PRIMARY RESPONSIBILITY. The District has estimated that the Indian Creek and West Fork of the Carson River water rights which it has acquired will be sufficient to replace losses from Indian Creek Reservoir due to evaporation and/or seepage. The District has primary responsibility for such losses. Page 10 HEISE SECONDARY RESPONSIBILITY.Should the 5.8.2 ~ .. ~tain the Minimum . unable to, from fresh water aval~a~!~ATM ~'n'~nvided in paragraph District ~e - ~ -~-- Creek Reservoir, ex~pt Pool requirement .zor ~?~%~vert sufficient amounts of its water~ from. tne~%%~ 5.7.3 hereof, He~se w~ ~ ............ ~ ~n maintain such requ~reme Fork of the Carson River to Indian ~reem m=~=~ 5.8.3 DRY YEAR CONVEYANCE LOSS EXCEPTION. Should the - the District and He~se be i~sufficient to combined waters available from .... ~ ~=ach Indian Creek Reservoir thru ~he ^~~ ~ "head" of water wn~cn ~ ~ ...... ~tch w-lthout a fttty ~ ....... -. · ~-~ o-~ the uoper ~ress~e~ Snowshoe Thompson No. ~ u~, ~.~ . ~ .... ~o ~tmm waters wllJ De o of b loss in conveyanc=, ercent (50%) reduction ~he[e ~ ~ .... ~ .... resnonsibility of Heise, except P nve ed directly to the lan~s o~ ,e~se, anu ~,~ r _ . ~ - co y - - onve~ waters to or thru Indian Creem Keservozr a raoh 5 3 hereot, to c y . as to par g _ - ion exists. shall be waived during the period which such condit ADJUSTMENTS. The parties shall periodically 5.9 FUTURE ~ _ i=~^~ under this paragraph 5, and · he rovisions prowu~ review the lmplement~tio] of t___~., the oarties shall amend this agre~ment.~}~ ' ad'ustments are zouno nece~a~. . - . _ - necessar~, then the par~ z~ ~ ........ ~ ~nnroval of sa~d aojus~ments are ~ !~ -~cation of the ozstrz~ o~=%~+~e District Court for court approvaz shall jointly pe~u~ .... the use of waters. 6. WASTEWATER EFFLUENT PROVISIONS. 6.1 HEISE DELIVERY OPTION. HeJse shall have the option to take delivery of up to the volume of Reclaimed Water specified in subparagraph 6.1.3 from the District, annually, commencing on April 1 of each year. This Reclaimed Water right of Heise shall be administered as follows: 6.1.] TERM OF OPTION. The option right of Heise to receive Reclaimed Water shall begin on April 1, 1984 and shall continue for 10 years thereafter. The annual delivery period shall be April 1 to September 30. On or before March 25 of the year following the 10th option year of Heise, Heise will have the right to convert its option right to a guaranteed r~ght of delivery for the years following such date. 6.1.2 NOTIFICATION. On March 15th of each year during the term of the option, the District will notify Heise as to the amount of Reclaimed Water which will be available to Heise. Heise shall have until the following March 20 to inform the District of the volume and timing of Reclaimed Water delivery which Hefse shall take. The District may request that Heise take delivery of Reclaimed Water in wet years prior to April lst; such Reclaimed Water delivery shall not reduce the volume specified in paragraph 6.1.3 hereof. 6.1.3 VOLI~ OF DELIVERY. The volume and priority of Heise's right to Reclaimed Water shall be as set forth in this subparagraph- Heise shall have a right to 400 acre feet annually which right shall be of equal priority to the following parties and may be subject to an increase in the amount of 400 acre feet per season pursuant to paragraph 5.1.2 hereof, which volume shall have priority over and be charged to other Reclaimed Water users: Page 11 Name Schwake .... . . · · · D~amond D~tch ...... Smith .......... Heise Land & Livestock . Fred Dressler Company.. Total. . . . .... Drought Year Normal Year ac. ft. ac. ft. 500 500 1,800 2,200 3OO 4OO 300 400 600 800 3,500 4,300 In the event that Reclaimed Water is available from the D~strict for agricultural irrigation application Jn any year in amounts in excess of 4,300 acre feet, Heise shall have first priority to receive, annually, an additional 400 acre feet for a total annual delivery of 800 acre feet. HeJse shall also have the right to receive a 19% share of any increase in Reclaimed Water flow d~stributions for agricultural irrigation application above 4,700 acre feet per year. 6.1 .4 DELIVERY POINTS & VOLUME. The three (3) points at which the District will make delivery to Heise of Reclaimed Water are set forth on the map which is attached hereto as Exhibit "A". The p~peline delivering Reclaimed Water to the western most point of the HeJse Pipeline shall be capable of delivery of a flow volume of 2,500 gpm at an operating pressure sufficient for delivery to sprinkler delivery systems s~mi]ar to those now planned for the Schwake lands. Delivery of Reclaimed Water from the Harvey Place Reservoir the the Heise Pipeline shall not interfer w~th fresh water re]ease requirements of the District. 6.1 .5 RECLAIMED WATER DISCHARGE REOUIRE>~NT. Heise shall meet all Reclaimed Water discharge requirements of the California Regional Water Quality Board, Lahontan Region, the California Department of Health Services, and the California Environmental Quality Act ~nsofar as the lands of Heise are affected ("Reclaimed Water Discharge Requirement", hereinafter). 6.1.6 RECLAIMED WATER DISCHARGE LANDS. Heise shall w~thin 60 days of a request by the District inform the District as to the lands of Hetse on which the Reclaimed Water will be applied by Heise ("Reclaimed Water Lands", hereinafter). Heise may, upon notification given to the District pursuant hereto, change the Reclaimed Water Lands so long as the Reclaimed Water D~scharge Requirement is complied with. 6.2 HEISE EVAPORATION REPLACEMENT RIGHT. In the event that Heise is required to, from fresh waters available to it, replace evaporative and seepage losses of Indian Creek Reservoir pursuant to paragraph 5.8.2 hereof, the District shall replace such waters w~th Reclaimed Water delivered at the points specified in paragraph 6.1.4 hereof. Such waters are in addition to those volumes shown in delivered to HeJse pursuant to paragraph 6.1.3 hereof. The Reclaimed Water to which Heise is entitled to pursuant to this paragraph shall be delivered to Heise in lieu of releases from Indian Creek Reservoir. 6.3 DISTRICT DELIVERY OPTION. The District shall, in addition to the volumes of Reclaimed Water delivery set forth elsewhere ~n th~s agreement, have the option of applying approximately 720 ~ acre feet of Page 12 ~ Reclaimed Water annually to approximately ]60 acres of ("District Reclaimed Water Delivery Option", hereinafter) conditions: the ]ands of Hetse on the following 6.3.1 APPLICATION LANDS. The ]60 acres of land on which the Reclaimed Water will be applied are located north of the Diamond Valley Road in the Northeast one-quarter of Section 36 and the Southeast one-quarter of the Southeast one-quarter of Township 11 North, Range 19 East, M.D.B.&M. The soil classification of such lands are Cave Rock loamy sand or Calpine stoney coarse sandy loam. 6.3.2 TERM OF OPTION. The term during which the District may exercise its option rights pursuant to this subparagraph 6.3 shall be ten (10) years from the date of this Agreement. Notification of the District's election to exercise it option shall be given to Heise as herein provided in paragraph 6.1.1 hereof. 6.3.3 Reclaimed Water Delivery Option annual delivery of such waters paragraph 6.1.1 hereof. TERM OF DELIVERY. Should the District be exercised, the District shall continue the for the remainder of the term specified in 6.3.4 RECLAIMED WATER APPLICATION METHOD. The Reclaimed Water delivered pursuant to this paragraph 6.3 shall be applied by sprinklers on automatic, overhead, linear move or center pivit with corner mechanism equipment similar to the Valley Automatic Irrigation System. 6.3.5 VOLUME DELIVERED. The annual volume of Reclaimed Water delivered pursuant to this paragraph 6.3 shall be 4.5 acre feet per acre per season. 6.3.6 OUALITY & DISCHARGE REOUIREMENTS. The District. shall comply with all Reclaimed Water quality and discharge permit requirements provided for in this paragraph 6, and shall under no circumstances allow any obnoxious odors to be produced which will in any manner detrimentally affect or limit the use or value of adjacent lands of Heise. 6.3.7 DELIVERY PIPELINE EASEMENT. The District shall have the right to a pipeline easement from the western most point of the Hetse Pipeline north to the northern edge of Diamond Valley Road, such easement to be used to construct a pipeline to deliver Reclaimed Water to the lands described in paragraph 6.3.1 hereof. 6.4 FIRE PROTECTION. As consideration for the District Reclaimed Water Delivery Option, the District will provide Reclaimed Water under pressure for use by Heise for fire protection on its lands which are situated in Section 35 and 36, Township 11 North, Range 19 East, M.D.B. & M as follows: 6.4.1 ALPINE VILLAGE CONNECTION. In the event of the District's delivery of Reclaimed Water to Alpine Village for use for fire protection Heise shall be allowed, at its sole cost, to connect its pipeline to the lines delivering Reclaimed Water to such lands. In the event that the District desires an easement across Heise lands for delivery of Reclaimed Water to Alpine Village, Heise shall grant the District such easement provided (a) the location and width of the easement is acceptable to Heise, (b) fire hydrants are placed upon the District's pipeline at intervals specified by Alpine County, Page e Se- s c ,~ - ~-~ay ~ w~ damages to may result Heise. and (c) He~se is allowed to connect its own pipeline to the Distr~ct's pipeline. Upon request by Heise, the D~str~ct will within 60 days locate such easement. 6.4.2 ABLE CONNECTION. In the event of the District's delivery of Reclaimed Water by pipeline to the ]ands of Able which are adjacent to Heise, the District will provide Heise with an easement across such lands and authority to connect Heise's pipeline for fire protection to such District pipeline. As consideration for such easement Heise will wave any rights to the first 80 acre feet of Reclaimed Water delivered to Alpine County annually above the annual volume total of 4,700 acre feet. 6.4.3 COST OF PIPELINE. The cost of connection to the District's pipeline as well as any pipeline constructed by Heise within such parcels shall be the respons~bility of Heise. 6.4.4 FLOW REDUCTION FOR FIRE. The vo]ume of Reclaimed Water flows to the lands of HeJse may he reduced as necessary to provide adequate pressure and vo]ume delivery of Reclaimed Water during period required for fire protection. 6.5 RECLAIMED WATER OUALITY. The public health criteria for the use of Reclaimed Water in Alpine County, California have been established pursuant to Section 13521 of the California Water Code as administered by the California Regional Water OualIty Control Board, Lahontan Region ("Lahontan Board", hereinafter). The District shall at all times comply with the requirements for Reclaimed Water quality as prescribed by the Lahontan Board, as provided by Sections 13522.6-13524 of the California Water Code as well as any and all standards established by any other local, state or federal agency having jurisdiction over such discharge ("Reclaimed Water Oua]ity Requirement", hereinafter). The District shall notify Heise Jn a timely manner of any failure to meet the Reclaimed Water Quality Requirement, and Heise upon such notification may, at its sole discretion, immediately terminate the delivery of Reclaimed Water provided for in this paragraph 6 for the period of time that the Reclaimed Water Quality Requirement is not substantially complied with. Technical violations not materially affecting the "public health", "agricultural use" or "livestock consumption" shall not be a bas~s for termination of delivery hereunder. Heise is accepting the delivery of Reclaimed Water for application to its lands as a result of representations of the District and the Lahontan Board that such application w~ll under no circumstances be detrimental to the "public health"; and therefore, Heise shall under no circumstances have any respons~b~lity or liability or suffer any itself or to any party for the quality of the Reclaimed Water, which from the proper application of the Reclaimed Water to the lands of 6.6 HOLD HARMLESS. The District shall hold Heise harmless frbm any and all damages to Heise as well as any and all claims for damages against Heise by any person or party arising out of any act or failure to act of the District under the terms of this paragraph 6. 6.7 NON-PERFORMANCE BY HEISE. If for any reason except the Reclaimed Water Quality Requirement, Heise shall fail to take delivery of Reclaimed Water and to use and apply the same as provided in this paragraph 6, the District shall have the right to an easement for entry upon the lands of He~se, either through its own personnel or by contractors for the purpose to apply and discharge to and upon the lands of Heise said Reclaimed Water as Page 1 4 contemplated by this Agreement; and the reasonable d~rect labor costs therefor shall be paid by Heise. Heise shall have no l~abi]~ty for failure to take delivery of Reclaimed Water other than as specifically set forth in this paragraph 6.7. District may elect, in the event of a default by HeJse pursuant to this paragraph 6.7, to discontinue delivery of Reclaimed Water to Heise under the terms of this agreement and terminate all future District's obligat~ons to Heise pursuant to paragraph 6 of th~s Agreement. The parties waive any and all claims, one against the other for termination by District. 6.8 COVENANT RUNNING WITH THE LAND. The terms and conditions of this paragraph 6 shall be summarized in a form suitable for recording in the County of Alpine, State of Cal~fornta and upon recordation shall be binding upon successive owners of the Reclaimed Water Discharge Lands. 6.9 REGULATIONS, LAWS. The parties hereto shall comply with any appl~able laws, regulations or orders of any agency having jurisdiction over their use of Reclaimed Water pursuant to th~s Agreement. 6.10 PROTECTION OF LANDS. The terms of this Agreement shall not be interpreted in such a manner as to allow the District to render the ]ands of Heise unsuitable, or unsafe for the production of crops or livestock. 6.11 UNCONTROLED CIRCUMSTANCES. Neither party shall be required to perform its obligations hereunder during periods which Jt is incapable of such performance for reasons beyond its control such as acts of god and labor strike. 7. SCHWAKE TAILWATER AND DRAINAGE WATERS. In the event that it Js necessary for the District to instal] a groundwater drainage system on the H. R. Schwake - Clogston Ranch to make such lands suitable for application of Reclaimed Water, Heise will allow the flow of such water onto the ]ands of HeJse so long as the quality of such water is su~tab]e for use in forage production and livestock consumption. Heise will also allow the continued flow of Schwake irrigation tat]water across the lands of Heise pursuant to the same quality condition and the condition that Heise is receiving delivery of Reclaimed Water from the District. The improvements required to deliver, and the delivery of, such waters into the Heise Pipeline will be provided, maintained and operated by the District, and approved by Heise. 8. CONSTRUCTION, MAINTENANCE AND/OR OPERATION. The parties shall have the following responsibilities relative to construction, maintenance and/or operations. The burden of quality of construction, maintenance and operation which shall be placed upon the parties' responsibilities pursuant hereto shall be that which is consistent with the accomplishment of the function to be performed: 8.1 MILLICH FLOOD CHANNEL EASEMENT. 8.1.1 CHANNEL CONSTRUCTION. The District w~ll a new water channel within the easement which shall have a capacity no 470 cubic feet per second and shall be constructed w~thin the area of the easement. The cost of construction of the water channel be the sole responsibility of the District. The and constructed so as to minimize the visual impact construct less then described or any service road shall channel shall be designed from Diamond Valley Road. Page 1 5 8.].2 DIVERSION STRUCTURES. The District w~]l construct one water control and diversion structure to contro] and d~vert the flow of waters from the Millich Flood Channel to the Heise Pipeline at a point near the entry point of the Millich Flood Channel onto the lands of HeJse from the lands of Schwake. The diversion point shall have a capacity to divert a flow of 20 cubic feet per second to the Hetse Pipeline. 8.1.3 MAINTENANCE. The Distr~ct shall be responsible for the maintenance and repair of all of the water diversion, alignment, and control structures, roads and fences which are to be located within the Millich Flood Channel Easement. 8.1.4 operation of structures and requirements of Heise. OPERATIONS. District shall be responsible for water flows in a manner which will accomodate the 8.2 MILLICH DITCH & SNOWSHOE THOMPSON NO. ] DITCHES. 8.2.1 CHANNEL ABANDONED. The present channel of the the southern portion of Diamond Valley w-Ill be abandoned Millich Ditch across and the channel combined with the Millich Flood Channel which ts to be constructed directly south of the present Millich Ditch. 8.2.2 DIVERSION STRUCTURES. The D~strict shall cause the structure utilized to divert the waters of the West Fork of the Carson River to the combined channel of the Millich and Snowshoe Thompson No. 1 ditches as well as any structures utilized in the control of the flow of waters thru such combined channel to and including the diversion structure utilized to separate the flow waters of Snowshoe Thompson No. 1 ditch from those of the Mil]ich ditch, as well as any water control structures on the Snowshoe Thompson No. 1 Ditch to Indian Creek to be reconstructed and maintained as required at District expense in a manner consistent with the uses for which such structures are intended. The District will construct a diversion structure at the point of entry of the Mtllich D~tch onto the lands of Heise from the lands of Schwake which will divert up to a 20 cubic feet per second flow from such MJll~ch D~tch into the Heise Pipeline. 8.2.3 MAINTENANCE. Prior to the completion of the District's Project, the District shall, at its cost, cause the Snowshoe Thompson No. 1 ditch from its point of diversion from the MR llich ditch to its point of diversion to the channel of Indian Creek to be cleaned, and the capacity of the ditch shall be increased to convey the ditch's original flow rate capacity. The District will be responsible for the maintenance of the MJllich Ditch to the point of Diversion of the maintenance of the Snowshoe Indian Creek. 8.2.4 Snowshoe Thompson No. 1 Ditch as well as the Thompson No. I Ditch from the MJlltch D~tch to OPERATIONS. Each party shall be responsible for the operational control of their respective water flows. 8.3 UPPER DRESSLER DITCH/HARVEY PIPELINE. All construction, repair, modification, maintenance and operation of the Upper Dress]er Ditch and the Harvey Pipeline shall be the sole responsibility of the District. Such canal shall be constructed so as to minimize seepage losses. 8.4 ROAD EASEMENT. Any and all construction, repair, Page 16 modification, and maintenance of the improvements to the Road Easement shall he the sole responsibility of the District. 8.5 TEMPORARY CONSTRUCTION ROAD EASEMENT. Prior to use by f the Temporary Construction Road Easement, the District will the District o ..... ~ 20 feet in width which is elevated as nec .... ~sar~ t~n° more L~ construct a roaa .... ~ ---~ ~asement to the south ena o~ provide a uniform grade from tne north ena o~ ~u~,, ~ such easement. Water control culverts and structures will be installed under such road at locations and to design specified by the Farm Plan and approved by the District. The District will also construct an irrigation ditch along the western edge of the Temporary Construction Road Easement which shall be to the grade and of the size specified by the Farm Plan. Heise intends to utilize a portion of the Temporary Construction Road Easement to prevent the flow of irrigation waters from reaching the channel of Indian Creek, and in connection therewith, the District will construct an embankment along such easement which will accomplish such purpose of Heise. During the term of use by the District of the Temporary Construction Road Easement, any and all construction, repair, modification, and maintenance of the Temporary Construction Road Easement shall be the sole responsibility of the District. construct, at diameter, and waters to the Pipeline will 8.6 HEISE PIPELINE. 8.6.1 PIPELINE CONSTRUCTION. The District wi]] its sole costs, a pipeline which is no less than 24 inches of mortar lined steel or comparable materials for the delivery of lands of Heise ("Heise Pipeline", hereinafter)- The Heise connect at its eastern most point to the Harvey Pipeline and will proceed westerly under the present channel of Indian Creek to a point approximating the present discharge point of the Milltch Ditch into Indian Creek; thence in a westerly direction, generally parallel to the Mi llich Flood Channel and approximately 25-100 + feet northerly of the Millich Flood Channel to the point of intersection of-- the Mi llich Flood Channel with the present Millich Ditch, thence northwesterly approximately 500 feet to the point of entry on the lands of Heise from the lands of Schwake of the present .~lillich Ditch. The pipeline will be connected to the Harvey Pipeline in such a manner as to receive water flow under a pressure head consistent with the elevation of the water level of Indian Creek Reservoir. The Heise Pipeline will also be connected, thru a closed pressure system, to the discharge line of the Harvey Reservoir at the elevation of the point of delivery to Diamond Ditch. The Heise Pipeline will be capable of receiving at its western end and conveying 20 cubic feet per second of the flows of the Mil]ich Ditch, or the Milltch Flood Channel, or Reclaimed Water. Ail structures and diversions incidental to the delivery of water to the Heise Pipeline shall be the responsibility of the District. The Heise Pipeline shall have flow control and discharge valves installed as specified by the Farm Plan, which plan shall specify type, location and number of such valves (there shall be no more than 7 in-line flow control valves and 15 discharge valves). The actual location of the Heise Pipeline will be determined by the Farm Plan. The District shall be responsibile for all costs incidental to the construction of the pipeline including ground preparation, grading, etc. 8.6.2 MAINTENANCE. The District shall be responsible for the maintenance and repair of the Heise Pipeline and all diversion and control structures incidental thereto, and the District shall have reasonable access to the Heise Pipeline across the lands of Heise. 8.6.3 OPERATION. The District shall be responsible Page 17 for the operation of the Heise Pipeline and the discharge of waters from the Heise Pipeline to the lands of Heise in Diamond Valley, in accordance wJth water delivery requests of Heise. 8.7 DISTRICT RECLAIMED WATER DELIVERY OPTION. The cost of any and all equipment, pipelines, structures, etc. required for the application of the Reclaimed Water delivered pursuant to District Reclaimed Water Delivery Option as set forth in paragraph 6.3 as well as the maintenance and servicing of such equipment during the term of delivery of such effluent by the District shall be the sole responsibility of the District. Standards of maintenance and servicing shall be such as to insure that production of crops from the lands irrigated by such equipment will not be impared. The District shall be responsible for crop losses which Heise may suffer as a result of the District's failure to meet its obligations pursuant to this paragraph 8.7. All equipment and improvements required pursuant to paragraph 6.3 shall be installed and operational within 12 months of the date of notification to Heise of the District's intent to exercise its option. 8.8 FENCING. The District shall construct adequate fencing to limit the access of domestic livestock as described below: 8.8.1 AIRPORT ROAD. A six (6) foot, mesh fence will be constructed by the District for the purpose of limiting the access of the public to the lands of Heise which will ~ommence at the Southeast corner of the Northeast one-quarter of the Southeast 9ne-quarter of Section 31, Township 11 North, Range 20 East, M.D.B.&M. and will continue northerly along the western boundary of the easement provided for Airport Road to the point of intersection with Diamond Valley Road; thence we£t~rly along the southern boundary of the Diamond Valley Road to the eastern end of the bridge across the channel of Indian Creek. Provis~ons will be made for two (2), 20 foot gates allowing passage thru such fence at two points to be specified by Heise. 8.8.2 TEMPORARY CLAY EASEMENT. The District will construct and maintain the necessary fences to limit the access of livestock to the 140 acres specified as the TempoL'a£y Clay Easement. The standard of construction shall be only sufficient to accomplish the purpose of the fence for the period of use by the District of the Temporary Clay Easement. 8.8.3 DIAMOND VALLEY DAM PARCEL. The D~strtct will construct a fence along the northern boundary of the Diamond Valley Dam Parcel. 8.9 CONSTRUCTION PERIOD. The construction of the District's Project will be accomplished in a manner which will not adversely affect the agricultural operations of the Heise Diamond Valley lands, except as otherwise provided herein. Heise will be provided with a construction schedule and any amendments thereto as soon as such schedule(s) is available to the District. 9. RESTRICTIONS RELATIVE TO TEMPORARY EASEMENTS. The District use of the Temporary Easements is subject to the following restrictions: 9.1 TEMPORARY CLAY EASEMENT. The District may utilize any portion of the area of the Temporary Clay Easement as an excavation site in connection with (a) the removal of Clay Materials required for the construction of its dam(s), (b) the deposit of excess soil materials, (c) the deposit of imported Fill Materials, and (d) for access roads used in connection therewith. Page 1 8 Such activities will 3ands. The Districts conditions: have a substantial impact upon the present state of such removal of the Clay Material is subject to the following 9.1.1 MEASUREMENT. Clay Material volume removed from the Temporary Clay Easement will be determined by measurement of such material after being placed and compacted at the Dam sites plus an additional volume of 15% to allow for compaction. A record of such volume removed will be delivered to Heise monthly during the Construction Period, 9.1.2 TOP SOIL. The top layer of soil of any area to be excavated or filled by the District must be removed to an average depth of 12 inches ("Top Soil", hereinafter) prior to any excavation or filling. The Top Soil will be stockpiled, and returned to the surface of such excavated or filled area prior to the return of the Temporary Clay Easement to Heise. 9.1 .3 OUALITY OF FILL MATERIAL. The soil which is used as fill mater~al by the District to replace the Clay Material which is removed from the Temporary Clay Easement shall be of the best quality available on the lands of the parties (not to ~nc]ude so~ls of the OPHIR Ser~es) and in no event shall such soil be of a quality which will limit the future agricultural production capabilities of the excavated areas ("Fill Material", hereinafter). The Fill Material will be of the Calpine series, if possible. Heise shall approve all Fill Material. 9.1 .4 REMOVAL OF CLAY MATERIAL. Specifications and plans will be developed by Soil Conservation Service, Minden, Nevada, and approved by the District, setting forth for Heise the depth and area from which the Clay Material will be removed ("Clay Removal Plan", hereinafter). The Clay Removal Plan shall also consider the economic requirements of the D~strict. Upon approval of the Clay Removal Plan by the parties, such plan shall govern the removal of the Clay Material from the lands of Heise. 9.1 .5 FILL MATERIAL RETURNED TO HEISE. The District shall deposit Fill Material at locations in, or near, the Temporary C]ay Easement to depths specified by the Farm Plan. The volume of Fi]] Material so deposited shall be equal the volume of Clay Material removed by the District. 9.1 .6 ELEVATIONS AND GRADES. The surface elevation and grades of the lands of the Temporary Clay Easement which are excavated by the District will be caused by the District, or its contractors, to correspond within 2 inches of the grades specified in the Clay Removal Plan. 9.1 .7 UNFORESEEN CIRCUMSTANCES. Heise has provided the bistrict with access to the Temporary Clay Easement for the purpose of excavation of test holes to determine the suitability of the area for the purposes intended by the District. Should any unforeseen circumstances result in the inability of the District to obtain the volume of Clay Material provided in paragraph 2 hereof, no reduction will be made to the consideration to be paid by the District to Heise as provided in paragraph 3 hereof. 9.1.8 RESTORATION OF EASEMENT. Considerable expense and time will be required to return the area of the Temporary Clay Easement to economic agricultural production. Heise shall, for the consideration provided in paragraph 3.1 hereof, be responsible for all such restoration costs except as provided in paragraph 9.1.1 thru 9.1.6 hereof. Page 19 9.2 TEMPORARY CONSTRUCTION ROAD EASEMENT. The D~str~ct shall, prior to ut~lization of the Temporary Construction Road Easement for transportation of Clay Materials cause such easement to be ~mproved as provided in paragraph 8.5 hereof. 9.3 TERM OF USE. The per~od of use by the District of the Temporary Easements shall correspond to the annual grazing season, and therefore, the first per~od shall commence on November 1, 1983 and shall continue until October 31, 1984, the period of use may be extended for an additional 12 month period provided Heise is notified of such extension prior to August 31, 1984. The period of use of these Temporary Easements may be extended (more than two seasons) provided the District shall compensate Hetse for such extended period of use as provided in paragraph 3.2 hereof. 10. PURCHASE PRICE NEGOTIATIONS. shall be determined as follows: The Property Purchase Pri ce 10.1 HEISE OFFER. Heise District which is set forth in paragraph execution of this Agreement by Heise. has submitted an offer to the 3.3 hereof and is effective upon 10.2 DISTRICT OFFER. The District shall, on or before 5:00 p.m. on May 23, 1983, inform Heise as to the Property Purchase Price which it would propose to pay Heise for the Heise Property ("District Offer", hereinafter). 10.3 PRICE NEGOTIATIONS. Upon receipt of the District Offer, Heise shall have until 12:00 p.m. on May 24, 1983 to inform the District of its acceptance or rejection of such offer. In the event that Heise shall elect to reject the District Offer, the parties shall have until 4.00 p.m. on May 31, 1983 ("Price Negotiation Period") to negotiate a Property Purchase Price which is acceptable to both parties. In the event that no agreement as to the Property Purchase Price is reached during the Price Negotiation Period, the District shall commence Eminent Domain Proceedings pursuant to paragraph 10.4 to acquire any and all parcels or easements for which no agreement as to the purchase price is reached. Escrow shall close as prescribed herein as to any parcel or easement as to which there is agreement as to the Property Purchase Price. 10.4 EMINENT DOMAIN DETERMINATION OF PROPERTY PURCHASE PRICE. The Eminent Domain Proceedings commenced by District under paragraph 10.3 to acquire any parcel or easement shall be governed by Title 7, Eminent Domain Law of the Code of Civil Procedure of California commencing at Section 1230.010 of said code. The District shall, no later then its next Board of directors regularly scheduled meeting following the date on which the conditions of paragraph 13 have been met or waived by the District, comply with the provisions of Chapter 4, Article 2 of Title 7 of said Code by adopting a Resolution of Necessity at the earliest time permitted after notice and hearing pursuant to Section 1245.235. Heise shall not seek Judicial Review thereof pursuant to Setion 1245.255 of said Code. The District, after compliance with said ffnapter 4, shall commence eminent domain proceedings within f~ve days after adopting said Resolution of Necessity pursuant to Chapter 5, Title 7, of said Code commencing at Section 1250.010 by filing a complaint and shall contemporaneously notify Heise pursuant to paragraph 19 and furnish a copy of the complaint and summons. Hetse shall thereupon cause to be filed an answer or answers, placing Page 20 'only In issue the "fair market value'°~ of each parcel and easement for such parcel or easement's "highest and best use" as of the date of f~lJng of the complaint. Thereafter the "fair market value" shall be determined as provided in said Title 7, Eminent Domain Law, and each party shall be entitled to the benefit of said law in the determination of said "fair market value" unless otherwise provided in this Agreement. The provfstons of this paragraph 10.4 shall not preclude the D~strict from commencing Eminent Domain Proceedings prior to the date on which the conditions of paragraph 13 have been met or waived and receiving an Order For Possession effective upon Close of Escrow, pursuant to paragraph 10.4.3. If any Eminent Domain proceedings are commenced pursuant to this agreement and the conditions of paragraph 13 are not met or waived, the DiStrict may proceed under Eminent Domain law, but w~thout the benefit of any provisions of this agreement. 10.4.1 PROCEDURAL DELAYS. Neither party shall request continuances of hearing on motions or trial. The parties shall bring all procedural matters permitted under said T~tle 7, Eminent Domain Law, by motion before the Court with only a m~nimum notice of 15 days, wa~vin~ extensions of time provided by Section 1013 of the Code of Civil Procedure for mail service. 10.4.2 LITIGATION EXPENSES. Heise shall specifically be entitled to "Costs Allowed" pursuant to Section 1250.410 of said Code of C~vtl Procedure and "Defendant's Costs" pursuant to Section 1268.710 of said Code of Civil Procedure. 10.4.3 POSSESSION PRIOR TO JUDGMENT. The D~strJct shall be entitled to possession prior to judgment of any parcel or easement subject of the Eminent Domain Proceeding pursuant to Chapter 6, Article 3, of said Title 7, commencing at Section 1255.410 of said Code of Civil Procedure and He~se shall stipulate to said possession within ten days after notice therefore by District, providing District has complied with the provisions of paragraph 10.4.4. 10.4.4 DEPOSIT AND WITHDRAWAL OF PROBABLE COMPENSATION. D~strict shall within ten days after the filing of the answer or answers by Heise, petition the Court for an order of immediate possession. The District shall then deposit in court its highest appraisal amount for each parcel or easement contemporaneously with its petition. Heise, w~thin ten days thereafter, shall move the Court for w~thdrawal of deposit. The District shall further stipulate to the withdrawal of said deposit so long as any deed of trust holders or lien holders claims are provided for. 11. HEISE GRAZING RIGHTS. During the per~od of use by the Distr~ct of the Temporary Clay Easement, Heise shall retain the right to irrigate and graze any portion of such easement which does not interfere w~th the District's right to use of such easement. Heise shall be responsible for livestock. Heise shall retain the right to graze the Harvey Place Parcel until October 15, 1983. 12. PLANS AND SURVEYS 12.1 PLANS. The District's obligation hereunder is to insure that waters which are to be used by He~se can be reasonably expected to be delivered to Heise for an adequate per~od of t~me. The part~es shall have the right of review the following plans as they are prepared. 12.1.1 CONSTRUCTION ON PERMANENT EASEMENTS Plans for any construction to be accomplished by the District on the Flood Control Page 21 Easement, Snowshoe Drainage. Temporary Construction Road Easement, Road Easement, Mtlltch Ditch, Thompson No. 1 Ditch, Indian Creek Canal, Heise Pipeline and Schwake 12.1 .2 CONVEYANCE, DIVERSION, AND DISTRIBUTION STRUCTURES All District plans for the construction or modification of water conveyance, diversion, and distribution structures which affect waters which are delivered to Heise. 12.2 SURVEYS The parties shall have the right to review and approval of the follo~ing surveys as they are prepared. 12.2.1 BOUNDARY SURVEYS. The District will cause to be prepared, and bear the cost of, surveys to be performed by a qualified land surveyor licensed in the State of California acceptable to the parties, which will allow the preparation for recording of metes and bounds descriptions of all of the Heise Property being conveyed to the District with the exception of the Harvey Place Parcel. These properties and easements shall be monumented at intervals as required by State Law as administered by Alpine County. 12.2.2 FARM PLAN & CLAY REMOVAL PLAN. The District is in need of the Farm Plan and the Clay Removal Plan in order to complete the District's plans and specifications for the Alpine County Land Application Facilities, which plans shall be prepared as described elsewhere in this agreement. 13. APPROVAL CONDITIONS. This agreement is conditioned upon the completion of the following items prior to Close of Escrow: 13.1 DISTRICT CONDITIONS. The following conditions are solely for the benefit of the District. The District may waive such condltions upon written notice delivered to Heise prior to Close of Escrow. No such waiver would be required from Heise for the Escrow to close as herein provided. 13.1 .! ALPINE COUNTY CONTRACT AMENDMENT. The County of Alpine ("County", hereinafter) and the District must execute a form of the Second Amendment to the Water Agency Agreement between the Dlstrict and the County which provides for the completion and operation of the District's Project in Alpine County. 13.1 .2 DISTRICT ORDINANCE. The District shall execute this Agreement pursuant to ordinance and such ordinance must become effective. 13.1.3 ENVIRONMENTAL IMPACT REPORT. The Supplemental Environmental Impact Report for the District's Project shall not be legally challenged within 33 days after a "notice of completion" is filed. 13.1 .4 LAHONTAN GENERAL PLAN. The California Regional Water Quality Control Board, Lahontan Region, must have adopted its Amended Basin Plan which allows the implementation of the District's Project. 13.1.5 ARCHEOLOGICAL INVESTIGATION. Archeological investigation of the Harvey Place Parcel must be completed. 13.1.6 GRANT OFFER. The District shall have received its Federal and State Grant offers. Page 22 13.2 JOINT CONDITION. The approval by the U.S. District Court, Reno, Nevada in the United States v. A]pine Land & Reservoir Co. of a motion or motions amending the decree previously issued as required to provide for the fresh water provisions of paragraph 5 hereof. The escrow provided for herein may not close unless this condition is satisfied or is waived by each party to this Agreement. 14. PROTECTION OF ENVIRONMENT Heise has been, and intends to continue to be, a long term owner of property in the County. The preservation of the environment of the Diamond Valley area of the County is of great importance to the property interests of Heise. Heise presently believes that the District's Project can be constructed and operated in a manner which will have no adverse effect upon the environment of the County, and may, if properly planned, constructed and operated, have a very significant beneficial impact upon County. Heise reserves the following rights, however: 14.1 REVIEW OF ENVIRONMENTAL IMPACT REPORT. HeJse will be supplied with a copy of all Preliminary and Final Environmental Impact Reports for the District's Project which reports must contain all information relative to the potential adverse impact upon the Diamond Valley environment of the District's Project. 14.2 RESERVATION OF CLAIMS. Heise is not waiving any claims which it may have at law or equity as a result of the District's Project due to the storage of reclaimed water on the Harvey Place Parcel as well as the conveyance of such rec]aimed water across Heise Diamond Valley lands, except that Heise is waiving claims for damages, except for the provisions of paragraph 6 which are related to damages, resulting from the irrigation application of reclaimed water on its lands pursuant to the provisions of paragraph 6, hereof. 14.3 MONITORING OF DIAMOND VALLEY LANDS. The D~strict will provide a monitoring system which shall include the periodic (no ]ess then 4 times per year) sampling and detailed analysis of ground water and soils at two (2) loca~i,~ns on Heise's lands in Diamond Valley in accordance with the procedure~ set forth in the "Alpine County Monitoring Program for Land Applicatio~ of Treated Wastewater" dated December 1980. One location will be the present domestic well at the ranch yard, the second location will be in the area of the Snowshoe Thompson Monument and will require that a well to be drilled by the District to a depth of no more then 50 feet which will be used to sample ground water. Soil samples will be taken in the area of the well monitoring ]ocations. The information developed will be supplied to Heise at quarterly intervals. District shall have reasonable access to lands of He~se for performance of the requirements hereof. 15. ESCROW PROVISIONS This transaction shall close through escrow to be established with Inter-County Title Co., 596 Main Street, Placervflle, California 95667 (telephone - (916) 622-3135) ("Escrow Holder", hereinafter), pursuant to escrow instructions on such company's standard form not inconsistent with this Agreement ("Escrow Instructions"). If any such inconsistency does survive, then the terms and conditions of this Agreement shall govern. 15.1 DEPOSITS. Within 7 days of the execution of this Agreement by the District and Heise, Escrow Instructions which have been duly executed by the parties hereto will be deposited with the Escrow Holder. The District will also deposit cash, or an interest bearing certificate of deposit Page 23 'in the name of Escrow Holder, in the amount of two hundred thousand dollars ($200,000.00) which will be held by the Escrow Ho]der for d~sbursal tn accordance w~th the Escrow Instructions and th~s Agreement. On or before the Close of Escrow the D~strict shall deposit such additional funds w~th Escrow Holder as are required to fulfill its obligations hereunder. 15.2 PRORATIONS/CLOSE OF ESCROW. Ail prorations shall be as of the Close of Escrow which shall be on or before June 15, 1983 ("Close of Escrow", herein). In the event the Close of Escrow is after June 15, 1983 as provided herein, all prorations shall be as of June 15, 1983. In the event that the Escrow is not tn a condition to close on or before June 15, 1983, any party who shall have fully complied w~th the terms and cond~tions of the Escrow and this Agreement, except as to the conditions of paragraph 13 hereof, may, at its option, declare such agreement and escrow terminated, and of no force or effect, and all moneys and documents deposited in the Escrow by such party shall be promptly released to such party, who shall have no liability to the other party, hereunder, or at all. 15.2.1 EXTENSION OF CLOSE OF ESCROW. In the event that the escrow contemplated herein can not close as provided here~n due to failure of the D~strict to obtain approvals required pursuant to paragraph 13 hereof, the District may extend the Close of Escrow until September 30, 1983 upon payment of the amount of forty-five thousand dollars ($45,000.00) to He~se outside of escrow prior to 5:00 on June 15, 1983, which amount shall not apply to any sums due to Heise pursuant hereto. 15.3 POSSESSION. The Distr~ct shall have the right to possession of the Heise Property upon the Close of Escrow. Heise shall retain the right to graze the Harvey Place Parcel until October 15, 1983. 15.4 ESCROW COSTS. The parties hereto shall each pay one-half (1/2) of Escrow Holder's fees and costs. 15.5 TITLE POLICY. Heise shall cause Escrow Holder to promptly issue preliminary reports of t~tle to the Heise Property for District's review. Heise shall pay the cost of a standard form CLTA policy of title insurance in the amount of the purchase price which shall be issued by Escrow in favor of District insuring title to the Heise Property in the D~strict only to exceptions to title described in paragraph 4, here~n. Such shall be issued as to only one-half (1/2) interest in the Harvey Place Ho]der subject policy Parcel. 15.6 CONDEMNATION ACTION. In the event of a condemnation action as provided in paragraph 10.4 hereof no escrow w~ll be required and no title insurance will be issued for the properties which are the subject of the Condemnation Action. 16. DEVELOPMENT ON BLM LANDS. The parties wish to prevent any development of lands which are presently owned by the Federal Bureau of Land Management ("BLM", herein) which are described as the East one-half of Lot 14 and all of Lots 2, 15, and 16 of Section 4, Township 10 North, Range 20 East, M.D.B.&M., County of Alpine, State of California ("BLM Lands", hereinafter). The District will make every effort to acquire the BLM Lands, and it will not allow any residential or commercial development of such lands. 17. TIME OF THE ESSENCE. Time is of the essence for this Page 24 'Agreement. 18. GOVERNING LAW All aspects of the transaction hereby contemplated shall be governed by the laws of the State of California. 19. NOTICES Any notices required to be delfvered to the parties hereto pursuant to this Agreement shall be delivered Jn person, or by Certified Mall, postage prepaid, as follows: HEISE Clarence C. Burr, Jr., President F. Hetse Land & Livestock Company Post Office Box 941 Minden, Nevada 89423 DISTRICT South Tahoe Public Utility Distr~ct Post Office Box AU South Lake Tahoe, California 95705 20. LEGAL FEES In the event any dispute w~th respect to this transaction requires resort to judicial proceedings, the prevailing party shall be entitled to reasonable attorney's fees in connection therewith. IN WITNESS WHEREOF, the parties hereto have executed th~s Agreement to be effective as of the date hereinabove first written. HEISE F. Heise Land & Livestock Company, a Nevada corporation by ~ ~ ~ ~, ~. . ~ ' - Clarence C. Burr, Jr., Pres. DISTRICT South Tahoe Public Utility D~strict pr~'dent, Board off, rectors ATTEST: · MaYy' D./Ambrose, Clerk 'ahd Ex- Officid Secretary to the Board of Directors APPROVED AS TO FORM: eidman, Attorney Page 25 EXHIBIT "A" MAP OF DIAMOND VALLEY Exhibit "A" Page 1 ICR GRAPH This Exhibit "B" to that Agreement dated May 10, 1983 by and between F. Heise Land & Livestock Company, a Nevada corporation ("Heise"), and the South Tahoe Public Utility District ("District") is intended to set forth in principle the application and inter-relationship of the factors which will be utilized by the District to determine the storage capacity in Indian Creek Reservoir which is available for additional water from HeJse as well as the water which Js stored in Indian Creek Reservoir which is available for use by HeJse in irrigation. In the event of conflict between the ICR Graph and the written provisions of the Agreement, the Agreement shall prevail. INDIAN CREEK RESERVOIR HEISE STORAGE CAPACITY Storage Capacity (acre feet) ~--Reservo~r Storage Capacity 3 000 . · ,800 ........................................................... 2 Maximum · NO SPILL SAFETY RESERVE · · ............... Discharge 2,600 ............................. . . Rare ..~ ........ i ........ rProjected Evaporative Loss~ 2,200 . . ~~ Reserve Reduction Curve 2 000 . · .~. ' H E I S E S T 0 R A G E'~A P A C I T Y 1800 ...................... . .............. ' . (Subject to t~e v p ~ ,600 ..................................... .: ...... · ~-_---."Minimum Pool _ 1 ,515 1 ,400 ............................................................ NORMAL YEAR FISH & RECREATIONAL STORAGE 1 ,200 ........................................................... 1,050 . · . . "Dry Year Minimum Pool"· · EAR FISH & RECR 7/1 8/1 Irrigation Season 10/1 Staff Level 56 55 53 52 51 49 48 46 45 44 42 40 37 Exhibit "B" Page 1 AFFIDAVIT ~ ORDINANCE NO. _ ~ ~ING 349 STATE OF CALIFORNIA COUNTY OF EL DORADO ) )ss ) BOB E. EPPLER.,being first duly sworn, deposes and says: That for and on behalf of the Clerk and ex- Officio Secretary of the SOUTH TAHOE PUBLIC UTILITY DISTRICT affiant posted copies of ORDINANCE NO. 349 in form attached hereto and by reference made a part hereof, in three public places in the District, as follows: 1. City Of SouthALake Tahoe Administration Bldg. South Lake Tahoe, Ca. 2. Bijou Post Office Station South Lake Tahoe, California 3. Tahoe Valley Post Office Station South Lake Tahoe, California That said posting was completed on the ~2~/~/ day of /~y · 1983 BOB--E. EPPLF~/ v _ Subscribe/ and sworn to before me this '~ot~r~l~uDllc ln~and for the County of E1 D ado, State of California. My Commission Expires SOUTH TAHOE PUBLIC UTILITY DISTRICT Sewer. 1950. Water PRESIDENT JAMES R JONES P.O. Box AU South Lake Tahoe, California 95705 1275 Meadow Crest Drive A PUBLIC AGENCY Phone (916) 544-6474 DIRECTORS WALTER "NEAL" OLSON LORRENE KASHUBA MICKEY MADDEN dOHN WYNN May 24, 1983 Tahoe Daily Tribune PO BOX 1358 So. Lake Tahoe, CA 95705 Attention: Donna Gentlemen: Please publish the attached Ordinance No. 349, on the 1st of JUNE 1983, and also send two (2) copies of Affidavit of Publication for same. Thank you. Very truly yours, SOUTH TAHOE PUBLIC UTILITY DISTRICT Mary D. Ambrose Clerk of Board mda Encl. (1)