TT0657_D24428_STATE LAND DEPARTMENT RIGHT OF WAY.PDF

STATE LAND DEPARTMENT
STATE OF ARIZONA
Right of Way
R/W No. 16- 123428-00

THIS RIGHT OF WAY (“Right of Way”) is entered into by and between the State of
Arizona (as “Grantor”) by and through the Arizona State Land Department and

MARICOPA COUNTY
(“Grantee”). In consideration of payment and performance by the parties of each of the
provisions set forth herein, the parties agree as follows:

EXTENT OF DOCUMENT

“Additional Conditions”, “Exhibits”, and “Appendixes” are an integral part of this
document. In case of a conflict between the printed boiler document and the additional
conditions, exhibits, or appendixes, the applicable additional condition, exhibit, or appendix
shall be considered the governing document and supersede the printed boiler, but only to the
extent necessary to implement the additional condition, exhibit, or appendix, and only if the
additional condition, exhibit, or appendix does net conflict with governing state or federal
law.

ARTICLE 1
SUBJECT LAND

1.1 Grantor grants to Grantee a Right of Way on, over, through, and across the
State lands described in Appendix A attached hereto (“Subject Land”).

1.2 Grantee makes use of the Subject Land “as is”, and Granter makes no express
or implied warranties as to the physical condition of the Subject Land.

ARTICLE 2
TERM

2.1 The term of this Right of Way commences on January 13, 2023
(“Commencement Date”), and runs for _a_ perpetual term, unless sooner canceled or
terminated as provided herein or as provided by law.

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ARTICLE 3
RENT

3.1 Rental is due in advance for the term of this Right of Way document.
3.2 If the Grantee should fail to pay rental when due, or fail to keep the covenants
and agreements herein set forth, the Commissioner, at his option, may cancel said Right of

Way or declare the same forfeited in the manner provided by law.

ARTICLE 4
PURPOSE AND USE OF SUBJECT LAND

4.1 The purpose of this Right of Way is the location, construction, operation, and
maintenance of:

Public road

4.2 No material may be removed by Grantee or its contractors without the written
approval of the Commissioner.

4.3 Grantee shall not exclude from use the State of Arizona, its lessees or grantees,
or the general public the right of ingress and egress over this Right of Way.

4.4 Grantee shall acquire required permits prior to construction, and adhere to
all applicable rules, regulations, ordinances, and building codes as promulgated by the local
jurisdiction and any applicable State or Federal agencies.

4.5 All use of State land outside the Right of Way must be applied for and
authorized in accordance with applicable law.

4.6 Grantee shall not sublet or assign this Right of Way or any portion thereof
without the written consent of the Grantor.

4.7 The Grantor retains ownership of the Subject Land. The use of this Right of
Way is to be non-exclusive. This Right of Way is sold subject to existing reservations,
easements, or rights of way heretofore legally obtained and now in full force and effect.

4.8 When necessary for Grantee's reasonable use of this Right of Way for the
purposes for which the grant is made, it shall be deemed to include the rights in, upon, over,
and across the described Subject Land to erect, construct, reconstruct, replace, repair, and
maintain the facilities authorized by this Right of Way.

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4.9 Grantee shall have the right to erect, maintain, and use gates in all fences
under the control of the Grantor which now cross or shall hereafter cross said Right of Way,
and to trim, cut, and clear away trees or brush whenever in its judgment the same shall be
necessary for the convenient and safe exercise of the right herein provided.

4.10 Grantee shall not fence any portion of this Right of Way unless specifically
authorized in the attached additional conditions without prior written consent of Grantor,
nor shall Grantee exclude from the use of the surface thereof the State of Arizona or its
lessees or grantees as reserved in Paragraph 10.1.

ARTICLE 5
CONFORMITY TO LAW

5.1 This Right of Way is subject to applicable laws and covenants relating to State
lands.

ARTICLE 6
CANCELLATION, TERMINATION AND ABANDONMENT

6.1 This Right of Way is subject to cancellation pursuant to A.R.S. § 38-511.

6.2 If at any time the Right of Way ceases to be used for the purpose for which it
was granted, it shall become void, and the right to use the Subject Land and all the rights of
Grantee hereunder shall revert to the Grantor.

6.3 Upon revocation or termination of the Right of Way, the Grantee shall remove
all equipment or facilities and, so far as is reasonably possible, restore and/or rehabilitate
the Subject Land to its original condition, and to the satisfaction of the Commissioner.

ARTICLE 7
INDEMNITY

7.1. This provision is pursuant to the July 12, 2000 memorandum issued by the
Risk Management Section of the Arizona Department of Administration applicable to all
political subdivisions of the State.

Each party (as “indemnitor”) agrees to indemnify, defend, and hold harmless the other party
(as ”indemnitee”) from and against any and all claims, losses, liability, costs, or expenses
(including reasonable attorneys’ fees) (hereinafter collectively referred to as “claims”)
arising out of bodily injury of any person (including death) or property damage, but only to
the extent that such claims which result in vicarious/derivative liability to the indemnitee,
are caused by the act, omission, negligence, misconduct, or fault of the indemnitor, its
officers, officials, agents, employees, or volunteers.

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ARTICLE 8
RESERVATIONS; RELINQUISHMENTS

8.1 Grantor reserves the right to grant other rights in, upon, over, and across the
described Subject Land for any purpose whatsoever not inconsistent or incompatible with
the use allowed by this indenture, and the Grantee agrees not to exclude the Grantor or its
lessees or grantees from the use of the Subject Land herein described.

8.2 Grantor reserves all natural resources, timber, and minerals (including oil or
gas) in or upon the described Subject Land, and the right to grant leases, permits, easements,
and/or rights of way to extract such resources as provided by law and in a manner not
inconsistent or incompatible with Grantee rights hereunder. Where inconsistent or
incompatible uses exist, the Grantor will require the applicant therefor to indemnify Grantee
for loss it might suffer by reason of such use.

8.3 Grantor reserves the right to relinquish to the United States pursuant to the
U.S, Act of August 30, 1890, land needed for irrigation works in connection with a
government reclamation project.

ARTICLE 9
LOCATION, CONSTRUCTION AND MAINTENANCE

9.1 Grantee shall ensure full compliance with the terms and conditions of this
Right of Way by its agents, employees, and contractors (including sub-contractors of any
tier), and the employees of each of them and shall include the terms and conditions in all
contracts and sub-contracts which are entered into by any of them.

9.2 Failure or refusal of Grantee's agents, employees, contractors, sub-
contractors, or their employees to comply with these terms and conditions shall be deemed
to be the failure or refusal of Grantee.

ARTICLE 10
NATIVE PLANTS AND CULTURAL RESOURCES

10.1 (a) Pursuant to A.R.S. §§ 41-841 and 41-842, Grantee, Grantee’s
employees, and Grantee’s guests shall not excavate or collect any prehistoric or historic
archaeological specimens on the Subject Land without a permit from the Director of the
Arizona State Museum and written approval of Grantor pursuant to the terms of this Right
of Way. Grantee shall immediately report any unpermitted excavation or collection of
archaeological specimens on the Subject Land to the Arizona State Museum and Grantor.

(b) Pursuant to A.R.S. § 41-844, Grantee shall report to the Director of the
Arizona State Museum and Grantor any prehistoric or historic archaeological site, or
paleontological site, that is discovered on the Subject Land by Grantee, Grantee’s employees,
or Grantee’s guests, and shall, in consultation with the Director of the Arizona State Museum

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and Grantor, immediately take all reasonable steps to secure the preservation of the
discovery.

10.2 (a) Grantee shall not move, use, destroy, cut or remove or permit to be moved,
used, destroyed, cut or removed any timber, cactus, native plants, standing trees or products
of the land except that which is necessary for the use of the Subject Land, and then only with
the prior written approval of Grantor. For undeveloped land, the Grantee must submit a
plant survey prior to the removal of any native plant. If the removal or destruction of plants
protected under the Arizona Native Plant Law (A.R.S. § 3-901 et seq., or any successor
statutes) is necessary to the use of the Subject Land, Grantee shall also obtain the prior
written approval of the Arizona Department of Agriculture. In the event the Grantee
removes the native plants, the Grantee must pay a vegetation fee to the Grantor and this fee
is not a reimbursable improvement.

(b) Grantee is responsible for treatment of all regulated and restricted noxious
weeds listed by the Arizona Department of Agriculture.

ARTICLE 11
GRANTEE SHALL PROTECT AND RESTORE THE SUBJECT LAND

11.1 Grantee shall be required, upon completion of Right of Way construction, to
make such rehabilitation measures on the State lands, including but not limited to
restoration of the surface, revegetation, and fencing as determined necessary by the Grantor.

11.2 Grantee shall conduct all construction and maintenance activities in a manner
that will minimize disturbance to all land values including, but not limited to vegetation,
drainage channels, and streambanks. Construction methods shall be designed to prevent
degradation of soil conditions in areas where such degradation would result in detrimental
erosion or subsidence. Grantee shall take such other soil and resource conservation and
protection measures on the Subject Land under grant as determined necessary by the
Grantor.

11.3 Costs incurred by the Grantee in complying with restoration and
rehabilitation requirements, as determined by the Department, on State lands shall be borne
by the Grantee.

11.4 Grantee shall conduct its operations on the Subject Land in such a manner as
is consistent with good environmental practices. Grantee shall exert reasonable efforts to
avoid damage of protected flora, and restore the surface to its condition prior to the
occupancy thereof by Grantee.

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ARTICLE 12
MISCELLANEOUS

12.1 The described Subject Land shall be used only for the purpose stated in
Paragraph 4.1, and as may be further detailed elsewhere in this document.

12.2 This Document is submitted for examination and shall have no binding effect
on the parties unless and until executed by the Grantor (after execution by the Grantee), and
until a fully executed copy is delivered to the Grantee.

12.3 In the event of a dispute between the parties to this Right of Way, it is agreed
to use arbitration to resolve the dispute, but only to the extent required by A.R.S. § 12-1518.
In no event shall arbitration be employed to resolve a dispute which is otherwise subject to
administrative review by the Department.

12.4 Insurance provisions are intentionally omitted from this Permit pursuant to
the July 12, 2000 memorandum issued by the Risk Management Section of the Arizona
Department of Administration to all political subdivisions of the State.

12.5 The Grantor does not represent or warrant that access exists over other State
lands which intervene respectively between the above Right of Way and the nearest public
roadway.

12.6 If for any reason the State of Arizona does not have title to any of the Subject
Land described herein, this Right of Way shall be null and void insofar as it relates to the
land to which the State has failed to receive title.

12.7 Every obligation of the State under this Right of Way is conditioned upon the
availability of funds appropriated or allocated for the payment of such obligation. If funds
are not allocated and available for the continuance of this Right of Way, this Right of Way
may be terminated by the State at the end of the period for which funds are available. No
liability shall accrue to the State in the event this provision is exercised, and the State shall
not be obligated or liable for any future payments or any damages as a result of termination
under this paragraph.

12.8 The parties agree to be bound by applicable State and Federal rules governing
Equal Employment Opportunity, Non-discrimination and Disabilities, including Executive
Order No. 2009-09.

12.9 Within 30 days of project completion, Grantee shall submit a completed
certificate of construction (copy attached).

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ADDITIONAL CONDITIONS

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These Additional Conditions are attached to and made a part of the Right of Way
boiler plate form (the “Boiler Plate”). The term “Section” when used in these Additional
Conditions shall be deemed to refer to the Section numbers of the text in the Boiler Plate.
The term “Paragraph” when used in these Additional Conditions shall be deemed to refer to
the Paragraph numbers of the text in these Additional Conditions. The term “Right of Way”
shall mean the Boiler Plate as supplemented by these Additional Conditions.

1. LEGAL DESCRIPTION, RENT AND PURPOSE

11. A legal description and/or a visual depiction of this Right of Way is/are
detailed in EXHIBIT A attached hereto. Subject to Grantor’s rules and policies then in
place, and as a result of construction-related restrictions, Grantor and Grantee may agree
to modify the legal description by the Grantee submitting “as built” or “proposed
realignment” legal descriptions, depending on the situation, to Grantor for Grantor’s review.
If approved by Grantor, and additional acreage is impacted, Grantee agrees to pay an
appraised or pro-rated charge as Grantor determines is appropriate. No refund will be made
for a reduction in acreage.

1.2 Grantor reserves the right to grant additional access rights, or any other rights
not in conflict with the rights granted herein, to other parties at the Grantor’s sole discretion.

1.3 This Right of Way is for the purpose of a Public Roadway and does not permit
any underground or above ground facilities without proper rights authorized or issued by
Grantor, assignees or its successors.

1.3.1 This Right of Way prohibits the erection of any type advertising sign(s)
or monument structure(s) without proper rights authorized or issued by Grantor, assignees

or its successors.

2. CONSTRUCTION, MAINTENANCE AND OPERATION

21 Grantee is responsible for complying with all federal, state and local guidelines
in regards to the construction, maintenance and operation of this Right of Way grant and its
associated appurtenances.

2.2 Prior to construction, and at the request of the Grantor, Grantee shall provide
construction plans (no larger than 11” x 17” format) and applicable drainage report(s),

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engineering infrastructure report(s) or studies, and any Clean Water Act (CWA) Section 401
or 404 documents to the Grantor for the Grantor’s review.

2.3 Grantee shall conduct all construction and maintenance activities in a manner
that will minimize disturbance to surface features affecting adjacent land values, including,
but not limited to, vegetation, drainage channels and stream banks.

2.4 Grantee shall be responsible for controlling noxious weeds as listed by the
Arizona Department of Agriculture for the term of this Right of Way. Grantor recommends
Grantee review Arizona Department of Agriculture website for prohibited and restricted
noxious weed rules and regulations.

2.5 Grantee agrees that any rubbish or debris from construction and maintenance
work shall be removed and properly disposed of at its expense. Disposal of construction-
related and maintenance-related materials on State Trust land is strictly prohibited.

2.6 Specific sites where construction and maintenance equipment and vehicles
shall not be allowed (e.g. archaeological sites, areas with threatened or endangered species,
or fragile watersheds) shall be clearly marked onsite by the Grantee prior to the beginning
of any construction, maintenance or other ground disturbing activities. Grantee shall take
any and all steps necessary to ensure that these sites are not touched.

2.7. All equipment shall be removed from the site within seven (7) days of project
completion.

2.8 Grantee shall be responsible for weed control on disturbed areas within the
limits of this Right of Way and shall be responsible for consultation with the Grantor and/or
local authorities for acceptable weed control methods.

2.9 For construction after Commencement Date of this Right of Way: Prior to
commencement of construction Grantee shall submit and receive Grantor approval for a
plan to restore and rehabilitate disturbed areas remaining once construction has been
completed. The plan shall include, but not be limited to, reseeding, reforestation, erosion
control, and watershed protection measures.

2.10 For ground disturbance after Commencement Date of this Right of Way: All
rock brought to the surface along with topsoil and overburden from the affected State Trust
lands shall be salvaged and stockpiled separately in a manner that replacement shall utilize

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one hundred (100%) percent of the materials upon completion of construction. Excess rock
unsuitable for scattering shall be disposed of in a manner and location that is authorized by
the Grantor.

2.11 Grantee shall maintain the Right of Way grant area in the manner described
above during the term of this easement. Grantee agrees to complete any necessary
restoration and rehabilitation to the satisfaction of the Grantor within ninety (90) days of
written notification of non-compliance, or such longer period of time as mutually determined
to be necessary to restore and/or rehabilitate subject land.

3. ENVIRONMENTAL MATTERS AND INDEMNITY

The following conditions shall supplement the terms and provisions governing
environmental matters as set forth in the Right of Way boiler to which these Conditions are
stated below.

3.1 For purposes of this Right of Way, the term "Environmental Laws" shall
include but not be limited to any relevant federal, state or local environmental laws, and the
regulations, rules and ordinances, relating to environmental matters, and publications
promulgated pursuant to the local, state, and federal laws and any rules or regulations
relating to environmental matters. For the purpose of this Right of Way, the term
"Regulated Substances" shall include but not be limited to substances defined as "regulated
substance", "solid waste", "hazardous waste", "hazardous materials", "hazardous
substances", "toxic materials", "toxic substances", "inert materials", "pollutants", "toxic
pollutants", "herbicides", "fungicides", "rodenticides", "insecticides", "contaminants",
"pesticides", "asbestos", "environmental nuisance", "criminal littering", or "petroleum
products" as defined in Environmental Laws.

3.2 Grantee shall strictly comply with all Environmental Laws, including, without
limitation, water quality, air quality; and handling, transportation, storage, treatment, or
disposal of any Regulated Substance on, under, or from the Subject Land. Without limiting
the foregoing, compliance includes that Grantee shall: (1) comply with all reporting
obligations imposed under Environmental Laws; (2) obtain and maintain all permits
required by Environmental Laws, and provide a copy to Grantor within ten (10) business
days of receipt of the Right of Way; (3) provide copies of all documentation required by
Environmental Laws to Grantor within ten (10) business days of Grantee's submittal and/or
receipt of the documentation; (4) during the term of Right of Way, provide copies of all
information it receives or obtains regarding any and all environmental matters relating to
the Subject Land, including but not limited to environmental audits relating to the Subject

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Land regardless of the reason for which the information was obtained or whether or not the
information was required by Environmental Laws; (5) prevent treatment, storage, disposal,
handling or use of any Regulated Substances within the Subject Land without prior written
authorization from Grantor.

3.3 Grantee at all times shall employ or designate an existing employee (the
"Designated Compliance Officer") who is responsible for knowing all Environmental Laws
affecting Grantee and Grantee's business and monitoring Grantee's continued compliance
with applicable Environmental Laws. Upon request by Grantor, Grantee shall make the
Designated Compliance Officer available to discuss Grantee's compliance, answer any
questions, and provide such reports and confirming information as Granter may reasonably
request.

3.4 At any time, Grantor may request Grantee to provide an environmental audit
of the Subject Land performed by an Arizona registered professional engineer or an Arizona
registered geologist. Grantee shall pay the entire cost of the audit.

3.5 Hazardous material generated (moter oil, paint, etc.) shall be disposed of
properly or used in a way which will minimize impact on vegetation.

3.6 At any time, during the term of the Right of Way, Grantor may require
Grantee to obtain one Phase I environmental assessment of the Subject Land performed by
an Arizona registered professional engineer or an Arizona registered geologist. If based
upon the Phase I environmental assessment or its own independent investigation, Grantor
identifies any possible violation of Environmental Laws or the terms of this Right of Way,
Grantor may require Grantee to conduct additional environmental assessments as Grantor
deems appropriate for the purpose of ensuring that the Subject Land are in compliance with
Environmental Laws. The Phase I assessment, or any other assessment required by Grantor,
shall be obtained for the benefit of both Grantee and Grantor. A copy of the Phase I report
shall be provided both to Grantee and Grantor. Grantor, in its sole discretion, shall have
the right to require Grantee to perform additional assessments of any damage to the Subject
Land arising out of any violations of Environmental Laws. If Grantee fails to obtain any
assessments required by Grantor, Grantee shall pay the entire costs of any and all
assessments required by Grantor, notwithstanding the expiration or termination of the Right
of Way.

3.7 Prior to the termination of the Right of Way, Grantee shall restore the Subject
Land by removing any and all Regulated Substances. In addition, the restoration shall

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include, but not be limited to, removal of all waste and debris deposited by Grantee. If the
Subject Land or any portions thereof are damaged or destroyed from the existence or
presence of any Regulated Substance or if the Subject Land or any portions thereof are
damaged or destroyed in any way relating to or arising out of the removal, treatment,
storage, disposition, mitigation, cleanup or remedying of any Regulated Substance, Grantee
shall arrange, at its expense, for the repair, removal, remediation, restoration, and
reconstruction to the Subject Land to the original condition existing on the date that Grantee
first occupied the Parcel, to the satisfaction of Grantor. In any event, any damage,
destruction, or restoration by Grantee shall not relieve Grantee from its obligations and
liabilities under this Right of Way. Grantee's restoration obligations under this Section shall
survive the expiration or the termination of the Right of Way.

3.8 Grantee shall defend, indemnify and hold Grantor harmless from and against
any and all liability, obligations, losses, damages, penalties, claims, environmental response
and cleanup costs and fines, and actions, suits, costs, taxes, charges, expenses and
disbursements, including legal fees and expenses of whatever kind or nature (collectively,
"claims" or "damages") imposed on, incurred by, or reserved against Grantor in any way
relating to or arising out of any non-compliance with any Environmental Laws, the existence
or presence of any Regulated Substance, on, under, or from the Subject Land, and any claims
or damages in any way relating to or arising out of the removal, treatment, storage,
disposition, mitigation, cleanup or remedying of any Regulated Substance on, under, or from
the Subject Land by Grantee, its agents, contractors, or subcontractors.

3.9 This indemnity shall include, without limitation, claims or damages arising out
of any and all violations of Environmental Laws regardless of any real or alleged fault,
negligence, willful misconduct, gross negligence, breach of warranty, or strict liability on the
part of any of the indemnitees. This indemnity shall survive the expiration or termination
of this Right of Way and/or transfer of all or any portion of the Subject Land and shall be
governed by the laws of the State of Arizona.

3.10 In the event any action or claim is brought or asserted against Grantor which
is or may be covered by this indemnity, Grantee shall fully participate, at Grantee's expense,
in the defense of the action or claim including but not limited to the following: (1) the conduct
of any required cleanup, removal or remedial actions and/or negotiations, (2) the conduct of
any proceedings, hearings, and/or litigation, and (3) the negotiation and finalization of any
agreement or settlement. Grantor shall retain the right to make all final decisions concerning
the defense. Grantee's obligations to participate in the defense under this Section shall
survive the expiration or termination of the Right of Way.

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4, CULTURAL RESOURCES AND NATIVE PLANTS

41 Prior to any ground disturbance in areas not previously subject to a cultural
resources survey, Grantee shall arrange for a permittee of the Arizona State Museum to
inspect the area for cultural, historical, and paleontological remains and submit two copies
and a PDF copy of the inspection report to the Arizona State Land Department Cultural
Resources Section for review and approval.

4.2 Provided any cultural resources are discovered, Grantee shall avoid the
resource or submit a plan for data recovery. Archaeological surveys and/or site mitigation
must be conducted in accordance with the rules and regulations promulgated by the Director
of the Arizona State Museum. In the event additional archaeological resources are detected
by Grantee after receipt of archaeological clearance, all work shall cease and notification
shall be given to the Director of the Arizona State Museum, as well as the Arizona State Land
Department Cultural Resources Manager. Ground disturbing activities include, but are not
limited to; blading, grading, or widening roads, pole replacement, pull-sites, temporary
construction easements, or any other activity that will disturb the topsoil.

4.3 If, following receipt of Arizona State Land Department Cultural Resources
Section approval to proceed, any additional archaeological, paleontological, or historical site
or object, or Human remains or funerary object that is at least fifty years old is discovered
during the course of ground disturbing activities, all work shall cease and the Grantee shall
notify the Director of the Arizona State Museum pursuant to A.R.S, §41-844, and the
Arizona State Land Department Cultural Resources Section Manager.

4.4 Grantee shall supply Grantor with any documentation required to consult
with the State Historic Preservation Office, as required pursuant to the State Historic
Preservation Act (A.R.S. § 41-861 et seq).

4.5 Prior to any ground disturbance, and at the request of Grantor, Grantee
agrees to conduct and submit a plant inventory/plant salvage plan to the Grantor. Payment
will be required prior to any ground disturbance for any flora cut, removed and/or
destroyed.

4.6 If vegetation is authorized by Grantor to be removed and/or destreyed, and
prior to any ground disturbance, Grantee agrees to file the appropriate Notice of Intent to
Clear Land in accordance with A.R.S. § 3-905 Destruction of Native Plants by State.

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4.7 Grantee shall preserve or relocate all protected plants, if viable and feasible,
on or adjacent to the work site that will not interfere with the work required.

4.8 Grantee shall only remove protected plants when specifically authorized to do
so and avoid damaging vegetation that will remain in place. If the Grantee or its contractors
are authorized to remove any protected plants from State Trust land for replanting off of
State Trust land, a permit from the Department of Agriculture is required.

4.9 Grantee shall contact the Arizona Department of Agriculture for further
information or permit requirements related to native protected plants.

4.9.1 A survey may be required to determine if protected plants are present
and if plants must be salvaged. Grantee shall contact the Arizona Department of Agriculture

at least sixty (60) days before commencement of any salvage work.

4.10 Grantee shall minimize the removal of existing vegetation within the project
area to the greatest extent possible.

4.11 Grantee shall salvage or replant cactus and other protected plants.

4.12 Grantee is prohibited to blade, scrape or remove any existing vegetation
without authorization from Grantor.

5. SERVICE / ACCESS ROADS

5.1 Grantee shall acquire any permits necessary prior to the construction and
maintenance of its service roads. Grantee shall construct new service roads with widths as
narrow as possible.

5.2 Material for service road construction and maintenance (ce. fill dirt, sand and
gravel, etc.) may not be acquired from State Trust lands without the proper permits and
authorization.

5.3 Service roads shall be maintained in substantially the same condition as they
exist at the time the Right of Way is issued except, if not drivable, they may be made drivable.

5.4 Grantee shall not fence nor gate the service roads without the prior written
permission of the Grantor.

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5.5 The service roads shall only be used by the Grantee in conjunction with said
Right of Way grant and associated appurtenances.

5.6 Grantee shall avoid using service roads during wet weather or when too soft
to travel over. The soil shall be deemed too wet to adequately support equipment if such

equipment creates ruts in excess of six (6) inches deep.

5.7 Maintenance of the service roads may include dust control measures for the
term of this Right of Way.

6. EXISTING LESSEES

6.1 Grantee shall keep all gates closed and ensure its contractors do the same.
Grantor reserves the right to require cattle guards if Grantor determines gates are being left
open or fencing has been removed or damaged by the Grantee, its employees or contractors.

6.2 Any grazing-related improvements removed or damaged due to construction,
operation and maintenance of this Right of Way shall be replaced and/or reconstructed
immediately. Cost of replacement and reconstruction shall be the responsibility of the
Grantee.

6.3 Grantee shall provide Grantor with documentation of the surface lessee’s
consent prior te making any alterations to existing improvements.

6.4 If construction or maintenance occurs during periods of livestock grazing,
Grantee will take necessary measures to insure livestock protection and containment.

6.4.1 Grantee agrees to notify Grazing Lessee(s) 30 days prior te beginning
construction or maintenance and inquire as to the presence/absence of livestock.

7. MISCELLANEOUS

71 Grantor, or its successors or assigns, reserves the right, upon the request of
Lessee / Certificate of Purchase Holder / Permittee to relocate all or any portion of this Right
of Way, provided however that the Lessee / Certificate of Purchase Holder / Permittee of the
underlying State Trust land shall bear the full cost and expense of the relocation of any
facilities on the Subject Land and on neighboring land regardless of ownership necessary to

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accommodate the relocation of the Right of Way. Relocation shall require an amendment to
the description of the Subject Land, and may require payment of additional rental to
Grantor, but in no case a diminution in rental, if necessary to compensate for any greater
value of the amended Subject Land.

72 Grantee shall not alter nor cause ponding, nor any damage up or down stream
of any water crossing.

7.3 No altering of existing drainages or drainage structures is authorized under
this instrument.

7.4 If any provision or agreement of this Right of Way is found invalid by any
tribunal, such invalidity shall not affect the validity of the remaining provisions hereof.

7.5 The following provision shall be deemed added at the end of Section 6.2 of
Article 6 of the Right of Way to which these Additional Conditions are attached as if set forth
therein verbatim:

“Any violation by Grantee of any of the terms of this Right of Way constitutes
a breach. Upon a breach by Grantee which is not cured within sixty (60) days
after the date a notice of breach is sent by certified mail to Grantee to the most
recent address for Grantee as shown in the files of Grantor, this Right of Way
shall become void and the right to use the Subject Land and all of the rights of
Grantee hereunder shall revert to Grantor at the expiration of the aforesaid
sixty (60) day period.”

7.6 Attached hereto as EXHIBIT B is an insurance rider which shall supplement
the terms and provisions governing insurance as set forth in the Right of Way form to which
these Additional Conditions are attached. Grantor reserves the right to amend EXHIBIT B
as and when the Arizona Department of Administration requires revisions to the insurance
requirements applicable to Arizona State Trust Land.

ADDITIONAL CONDITIONS

16-123428-00-100
Page 10 of 17

8 EXBIBITS

8.1 The following exhibits are attached to these Additional Conditions and made
a part hereof:

EXHIBIT A Legal Description and/or Visual Depiction of Right of Way
EXHIBIT B Insurance Rider

IN WITNESS HEREOF, the parties hereto have signed this Right of Way effective the day
and year set forth previously herein.

/ GRANTEE

/ Address

City / State /Zip

/ By: Chairman of the Board

ATTEST:

a Date
Approved as to LY s/w 29

Content: Deputy County Attorney /Date

ADDITIONAL CONDITIONS

16-123428-00-100
Page 11 of 17

EXHIBIT A - LEGAL DESCRIPTION AND/OR VISUAL DEPICTION OF RIGHT OF WAY

Project No. TT0657
227 Avenue Montgomery to Dove Valley Road
Item No. D24428-FEE
LEGAL DESCRIPTION FOR STATE LEASE RIGHT OF WAY

A patcel of land in the Southeast Quarter of Section Ten, Township Five North, Range Three West of
the Gila and Salt River Meridian, and being more particularly described as follows:

Beginning at the Southeast corner of said Section 10, from which the East Quarter corner of said
Section 10, bears North 00°21'40"East, for a distance of 2641.97 feet;

thence along the East line of the Southeast Quarter of said Section, N00°21'40"E, for a distance of
60.00 feet;

thence departing said East line, N89°38'15"W, for a distance of 430.31 feet;

thence S00°21'45"W, for a distance of 20.00 feet;

thence N89°38'15"W, for a distance of 650.00 feet;

thence $00°21'45"W, for a distance of 40.00 feet to a point on the South line of the Southeast Quarter
said Section;

thence along said South line, $89°38'15"E, for a distance of 1080.32 feet to the Point of Beginning.

The above described parcel contains 51,819 square feet or 1.1896 acres, more or less, and is depicted
on attached Exhibit "B".

ADDITIONAL CONDITIONS

16-123428-00-100

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ADDITIONAL CONDITIONS

16-123428-00-100
Page 13 of 17

EXHIBIT B

INSURANCE RIDER TO STATE LAND DEPARTMENT

This Rider is attached to and made a part of the above-referenced Right of Way as if
set forth therein verbatim.

R-1 Indemnity. Each party (as "Indemnitor") agrees to indemnify, defend, and
hold harmless the other party (as 'Indemnitee") from and against any and all claims, losses,
liability, costs, or expenses (including reasonable attorney's fees) (hereinafter collectively
referred to as Claims") arising out of bodily injury of any person (including death) or
property damage, but only to the extent that such Claims which result in vicarious/derivative
liability to the Indemnitee are caused by the act, omission, negligence, misconduct, or other
fault of the Indemnitor, its officers, officials, agents, employees, or volunteers.

In addition, Grantee shall cause its contractor(s) and subcontractors, if any, to
indemnify, defend, save and hold harmless the State of Arizona, any jurisdiction or agency
issuing any permits for any work arising out of this Agreement, and their respective
directors, officers, officials, agents, and employees (hereinafter referred to as “Indemnitee”)
from and against any and all claims, actions, liabilities, damages, losses, or expenses
(including court costs, attorneys’ fees, and costs of claim processing, investigation and
litigation) (hereinafter referred to as “Claims”) for bodily injury or personal injury
(including death), or loss or damage to tangible or intangible property caused, or alleged to
be caused, in whole or in part, by the negligent or willful acts or omissions of Grantee’s
contractor or any of the directors, officers, agents, or employees or subcontractors of such
contractor. This indemnity includes any claim or amount arising out of or recovered under
the Workers’ Compensation Law or arising out of the failure of such contractor to conform
to any federal, state or local law, statute, ordinance, rule, regulation or court decree. It is the
specific intention of the parties that the Indemnitee shall, in all instances, except for Claims
arising solely from the negligent or willful acts or omissions of the Indemnitee, be
indemnified by such contractor from and against any and all claims. It is agreed that such
contractor will be responsible for primary loss investigation, defense and judgment costs
where this indemnification is applicable.

R-2. Insurance Requirements for Any Contractors Used by a Party to this Right of
Way. (Note: this applies only to Contractors used by a governmental entity, not to the
governmental entity itself.) The insurance requirements herein are minimum requirements
and in no way limit the indemnity covenants contained in this Right of Way. The State of
Arizona in no way warrants that the minimum limits contained herein are sufficient to
protect the governmental entity or Contractor from liabilities that might arise out of the
performance of the work under this Right of Way by the Contractor, his agents,
representatives, employees or subcontractors, and Contractor and the governmental entity
are free to purchase additional insurance.

ADDITIONAL CONDITIONS

16-123428-00-100
Page 14 of 17

A. Minimum Scope and Limits of Insurance. Contractor shall provide
coverage with limits of liability not less than those stated below.

1. Commercial General Liability - Occurrence Form.

Policy shall include bodily injury, property damage, personal and advertising injury and
broad form contractual liability.

General Aggregate: $2,000,000.00
Products-Completed Operations Aggregate: $1,000,000.00
Personal and Advertising Injury: $1,000,000.00
Each Occurrence: $1,000,000.00
Damage to Rented Premises: $ 100,000.00

The policy shall be endorsed to include the following additional insured language:
“The State of Arizona, its departments, agencies, boards, commissions, universities and its
officers, officials, agents, and employees shall be named as additional insureds with respect
to liability arising out of the activities performed by or on behalf of the Contractor.” Such
additional insured shall be covered to the full limits of liability purchased by the Contractor,
even if those limits of liability are in excess of those required by this Right of Way.

Policy shall contain a waiver of subrogation endorsement in favor of the State of
Arizona, its departments, agencies, boards, commissions, universities and its officers,
officials, agents, and employees for losses arising from work performed by or on behalf of
the Contractor.

2. Business Automobile Liability. Bodily Injury and Property
Damage for any owned, hired, and/or non-owned vehicles used in the performance of this
Right of Way.

e Combined Single Limit (CSL)... cccsssesecsceseeeeenenees $1,000,000

a. The policy shall be endorsed to include the following
additional insured language: “The State of Arizona, its departments, agencies, boards,
commissions, universities and its officers, officials, agents, and employees shall be named as
additional insureds with respect to liability arising out of the activities performed by or on
behalf of the Contractor, involving automobiles owned, leased, hired or borrowed by the
Contractor". Such additional insured shall be covered to the full limits of liability purchased
by the Contractor, even if those limits of liability are in excess of those required by this Right
of Way.

b. Policy shall contain a waiver of subrogation endorsement
in favor of the State of Arizona, its departments, agencies, boards, commissions, universities