RIGHT OF WAY CONTRACT 14-121558-00.PDF

STATE LAND DEPARTMENT
STATE OF ARIZONA
Right of Way
R/W No. 14-121558-00
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 not 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 Grantor 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 April 9, 2021
(“Commencement Date”), and expires on April 8, 2051 (“Expiration Date”),
provided by unless sooner canceled or terminated as provided herein or as 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.
3.3 There shall be added to the delinquent rental or other monies due, a penalty
and delinquent interest. The delinquent interest rate shall be set by the State Treasurer
according to law. The penalty shall be the greater of a minimum processing cost as
determined by the Commissioner or five (5%) percent. The delinquent rent, penalty and
interest shall be a lien on the improvements and property on the land.
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:
Two service roads; and two monitoring wells
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,
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over, and across the described Subject Land to erect, construct, reconstruct, replace,
repair, and maintain the facilities authorized by this Right of Way.
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 §
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
71 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
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indemnitee, are caused by the act, omission, negligence, misconduct, or fault of the
indemnitor, its officers, officials, agents, employees, or volunteers.
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.
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(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 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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Page 1 of 35
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
1.1. 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.
2. WATER AND MONITOR/PIEZOMETER WELLS
2.1 No wells for the withdrawal of groundwater or for the recovery of stored
water are permitted under this Right of Way.
2.2 Monitor Wells are permitted consistent with the following conditions.
2.2.1 Grantee shall be responsible for complying with all Arizona
Department of Water Resources (ADWR) rules and regulations pertaining to the
construction, use, maintenance, and proper closure (abandonment) of the wells after
monitoring is no longer required.
2.2.2 Grantee must comply with Arizona Department of Environmental
Quality (ADEQ) guidelines for appropriate monitor well design/construction/site location to
insure an accurate reflection of the chemical composition of the water, and that data collected
is representative of the physical characteristics of the aquifer.

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2.2.3. Grantee shall submit two (2) copies of a report detailing the hydrologic
findings resulting from the drilling of the monitor wells. In addition to these results, the
report shall include lithologic descriptions of all drill holes, in 10-foot intervals, and shall be
completed by an Arizona registered geologist.
2.2.4 Grantee is required to submit to Grantor copies of: Notice of Intent to
Drill a Well (after ADWR has assigned a well registration number); Well drillers Report (log
of well filed by driller); Completion Report (if applicable); and Well Abandonment Report,
upon finalization of monitoring.
2.2.5 Grantee shall provide all information regarding the monitoring of the
wells, including, but not limited to, analytical reports and regulatory correspondences upon
Grantor’s request. Should analytical testing reveal concentrations of regulated substances
above the Maximum Contaminant Level (MCL) in groundwater, the Grantee shall
immediately notify Grantor and provide copies of all analytical reports.
2.3 Piezometer Wells are permitted consistent with the following conditions.
2.3.1 Grantee shall be responsible for complying with all Arizona
Department of Water Resources (ADWR) rules and regulations pertaining to the
construction, use, and proper closure (abandonment) of the piezometer well(s).
2.3.2 Grantee shall submit, to Grantor, a copy of the report describing the
hydrologic findings from the drilling of the piezometer well(s). At a minimum, the report
shall include lithologic descriptions of all drill holes, and shall be completed by an Arizona
registered geologist.
2.3.3 Grantee is required to submit to Grantor’s Water Rights Section copies
of “Notice of Intent to Drill, Deepen, or Modify a Monitor / Piezometer / Environmental
Well” (Form 55-44A), following receipt of a well registration number; and “Well Driller
Report and Well Log” (Form 55-55) upon completion of the piezometer well(s). In the event
a permanent pump is installed in the piezometer well(s) a “Pump Installation Completion
Report” (Form 55-56) shall be also submitted to Grantor. Unless otherwise approved by
Grantor, prior to the expiration of this Permit, Grantee shall abandon the piezometer well(s)
in compliance with ADWR requirements including submittal of “Notice of Intent to
Abandon a Well (Form 55-38) and “55-58 Well Abandonment Completion Report (Form 55-
58) to ADWR, with copies to Grantor.

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2.3.4 Grantee shall provide Grantor with copies of all pertinent information
regarding the ongoing monitoring of the piezometer well(s), including, water level
measurements, and in the event groundwater samples are collected, copies of analytical
reports. Should analytical testing reveal concentrations of regulated substances above the
Maximum Contaminant Level (MCL) in groundwater, the Grantee shall immediately notify
Grantor.
3. CONSTRUCTION, MAINTENANCE AND OPERATION
3.1 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.
3.2 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),
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.
3.3 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.
3.4. 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.
3.4.1 All vehicles and/or equipment entering State Trust land for
maintenance of the Subject Land shall be power washed, including the undercarriage, to
prevent the spread of noxious weeds.
3.5 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.
3.6 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

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14-121558-00-100
Page 4 of 35
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.
3.7 All equipment shall be removed from the site within seven (7) days of project
completion.
3.8 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.
3.9 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.
3.10 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
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.
3.11 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.
4. 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.
4.1 For purposes of this Right of Way, the term Environmental
5	1	13	1	1	12	1968	2722	136	36	95.969887	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

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14-121558-00-100
Page 5 of 35
relating to environmental matters. For the purpose of this Right of Way, the term
Regulated
5	1	3	1	2	2	556	547	256	37	96.639908	Substances shall include but not be limited to substances defined as regulated
4	1	3	1	3	0	299	605	1936	54	-1	
5	1	3	1	3	1	299	615	246	44	94.627449	substance,
solid
5	1	3	1	3	3	749	613	157	43	86.906807	waste, “hazardous waste", hazardous
5	1	3	1	3	7	1715	606	236	43	95.544922	materials, hazardous
4	1	3	1	4	0	300	670	1936	55	-1	
5	1	3	1	4	1	300	682	265	43	95.000664	substances,
toxic
5	1	3	1	4	3	730	679	235	43	95.058167	materials, toxic
5	1	3	1	4	5	1130	676	264	42	96.092758	substances, inert
5	1	3	1	4	7	1558	673	237	43	95.961273	materials, pollutants, toxic
4	1	3	1	5	0	300	736	1936	60	-1	
5	1	3	1	5	1	300	749	251	47	96.295990	pollutants,
herbicides, fungicides, rodenticides, insecticides, contaminants,
nesticides, asbestos, environmental
5	1	3	1	6	4	1217	808	223	43	91.998825	nuisance, criminal
5	1	3	1	6	6	1695	804	208	46	92.987427	littering, or petroleum
4	1	3	1	7	0	300	876	964	52	-1	
5	1	3	1	7	1	300	881	211	47	95.773148	products
as defined in Environmental Laws.
4.2 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
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.
4.3 Grantee at all times shall employ or designate an existing employee (the
Designated
5	1	5	1	2	2	585	2138	252	46	96.045448	Compliance
5	1	5	1	2	3	853	2135	192	45	91.151466	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 Grantor may reasonably
request.
4.4 Atany 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.
4.5 Hazardous material generated (motor oil, paint, etc.) shall be disposed of
properly or used in a way which will minimize impact on vegetation.

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4.6 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.
4.7 __ 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
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.
4.8 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,

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disposition, mitigation, cleanup or remedying of any Regulated Substance on, under, or from
the Subject Land by Grantee, its agents, contractors, or subcontractors.
4.9 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.
4.10 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 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
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.
5, CULTURAL RESOURCES AND NATIVE PLANTS
5.1 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.
5.2 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.

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5.3 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.
5.4 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).
5.5 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.
5.6 If vegetation is authorized by Grantor to be removed and/or destroyed, 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.
5.7. 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.
5.8 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.
5.9 Grantee shall contact the Arizona Department of Agriculture for further
information or permit requirements related to native protected plants.
5.9.1 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.
5.10 Grantee shall minimize the removal of existing vegetation within the project
area to the greatest extent possible.

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5.11. Grantee shall salvage or replant cactus and other protected plants.
5.12 Grantee is prohibited to blade, scrape or remove any existing vegetation
without authorization from Grantor.
6. SERVICE / ACCESS ROADS
6.1 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.
6.2 Material for service road construction and maintenance (i.e. fill dirt, sand and
gravel, etc.) may not be acquired from State Trust lands without the proper permits and
authorization.
6.3. 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.
6.4 Grantee shall not fence nor gate the service roads without the prior written
permission of the Grantor.
6.5 The service roads shall only be used by the Grantee in conjunction with said
Right of Way grant and associated appurtenances.
6.6 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.
6.7. Maintenance of the service roads may include dust control measures for the
term of this Right of Way.
7, TEMPORARY CONSTRUCTION EASEMENTS
71 Issuance of this power line Right of Way includes a temporary construction
easement (“T.C.E.”) associated with the purpose of this Right of Way.
7.2 The use of the T.C.E. (See EXHIBIT D) shall be allowed for a total onsite
period of 12 months from Commencement Date.

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7.3. The T.C.E. shall expire upon the earlier of a.) the finalization of construction
for this Right of Way, or b.) the term use of the site described in Paragraph 7.2 above.
7.4 No equipment will be parked overnight nor any material stored on the T.C.E.
without the prior written approval of the Grantor.
7.5 Fencing of the T.C.E. is not allowed without the prior written approval of the
Grantor.
7.6 All activity on the T.C.E. will be subject to the provisions of this Right of Way
including, but not limited to, restoration of the land impacted by the T.C.E. upon its
expiration as detailed in Section 6.3. of the Boiler Plate.
7.7 Grantee must contact the Grantor in writing if the Grantee requires an
extension of this T.C.E. Any extension of the T.C.E. may require an additional payment.
8. EXISTING LESSEES
8.1 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.
8.2 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.
8.3. Grantee shall provide Grantor with documentation of the surface lessee’s
consent prior to making any alterations to existing improvements.
8.4 If construction or maintenance occurs during periods of livestock grazing,
Grantee will take necessary measures to insure livestock protection and containment.
8.4.1 Grantee agrees to notify Grazing Lessee(s) 30 days prior to beginning
construction or maintenance and inquire as to the presence/absence of livestock.

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9, MISCELLANEOUS
9.1 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
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.
9,2 Grantee shall not alter nor cause ponding, nor any damage up or down stream
of any water crossing.
9.3 No altering of existing drainages or drainage structures is authorized under
this instrument.
9.4 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.
9.5 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.”
9.6 Attached hereto as EXHIBIT C 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 C
as and when the Arizona Department of Administration requires revisions to the insurance
requirements applicable to Arizona State Trust Land.

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10. EXHIBITS
10.1 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 Legal Description and/or Visual Depiction of Temporary
Construction Easement
EXHIBIT C Insurance Rider
[Signature page following]
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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:
/Clerk, Board of Supervisors /Date
Approved as to Ported 6-]/-/o@z/
bbe
Content: Deputy County Ai Attorney /Date
[Remainder of this page left blank intentionally]

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