2009-03-06_REVISION - M1987049 ‎(19)‎

• Permit No: M1987049
• IBM Index Class Name: REVISION
• Doc Date: 3/6/2009
• Doc Name: Exhibits M thru S
• From: Brierley Associates LLC
• To: DRMS
• Type & Sequence: AM2
• Media Type: D
• Archive: No

12-29-2004 05:26pm From-ALSTON AND BIRD 4048817777 T-729 P.004/006 F-643
shall be prepared consistent with generally accepted engineering practices, to Grantor
not less than 60 days prior to commencement of construction of the relocated ditch.
Grantor shall have 15 days in which to submit comments and proposed revisions to
such plans and specifications and Grantor's reasonable comments and revisions shall be
incorporated in those plans and specifications. Grantee agrees that relocation of the
McCann Ditch pursuant to this Agreement shall not lessen the utility of the easement
for the Ditch to Grantor nor increase any burden on Grantor in its use and enjoyment of
the Ditch. Grantee expressly covenants that the carriage of water in the McCanne Ditch
will not be interfered with or impaired by the construction of the relocated ditch, either
during or upon completion of such construction. Prior to undertaking the construction,
the parties shall agree upon a proposed starting date and a proposed completion date.
Grantee shall use its best efforts to complete such work within-the estimated time period.
Within sixty (60) days after completion of the construction, Grantee shall provide
Grantor with "as-built' drawings for the relocated McCann Ditch. All costs and
expenses associated with relocation of the McCann Ditch will be borne by Grantee.
Prior to commencing construction, Grantee shall provide Grantor with proof of Grantee's
or, if applicable, Grantee's general contractor's comprehensive or commercial general
liability insurance, including coverage for bodily injury, property damage and personal
injury with not less than $2,000,000 limit of liability for each occurrence and $2,000,000
aggregate, with Grantor named as an additional insured on such insurance. Grantee shall
indemnify, defend and hold harmless Grantor, its officers, directors, shareholders,
employees and agents, from any claim, suit, proceeding, loss, damage, cost or expense,
including, without limitation, reasonable attorneys' fees arising from or related to the
activities of Grantee and/or Grantee's general contractor.
11. Assi meat. The rights granted to Grantee herein may be transferred or assigned, in
whole or in part, to Brighton for the purposes contemplated by the MOU and the Tri-
Party Agreement, and Grantee shall have no obligation to Grantor therefor. This
Agreement may also be transferred or assigned by Grantee to a party other than Brighton
provided that the assignee is, in the reasonable opinion of the Board of Directors of the
McCann Ditch expressed in a written resolution, capable of and likely to carry out all
of Grantee's obligations under this Agreement without increased interference with the
operation of the McCann Ditch or the delivery of shareholders' water under the
McCaune Ditch water rights. The obligations of Grantor set forth herein shall be
binding upon all successors and assigns of Grantor.
12. Indemnification. Grantee does hereby inderrutify and agrees to hold Grantor harmless
of and from any claims or cause of action by third parties against Grantor arising out of
the use and operation of the McCanne Ditch for Grantee's carriage, storage, recharge
and augmentation purposes.
13. Water Quality. Grantor makes no warranty or representation as to the quality of any
water carried through the McCann Ditch. Grantee agrees to obtain at its cost any
necessary governmental permit for the operation of this Carriage Agreement.
14. Adverse Possession. No act by Grantee under this agreement shall be considered, or
claimed by Grantee, to be adverse possession of the _-McCann Ditch.
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