ASLD RIGHT OF WAY FOR SIGNATURE 2-16-2016.PDF

STATE LAND DEPARTMENT
STATE OF ARIZONA
Right of Way
R/W No. 18-118538
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 January 28, 2016
(“Commencement Date”), and expires on January 27, 2026 (“Expiration Date”), unless
sooner canceled or terminated as provided herein or as provided by law.
STANDARD R/W 12/05 Rey. 8/2011 1
£°OR

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: .
non-exclusive access road
4.2 No material may be removed by Grantee or its contractors without the
written approval of the Grantor.
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.
STANDARD R/W 12/05 Rev. 8/2011 5)

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 Ifat 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
Grantor.
ARTICLE 7
ENVIRONMENTAL INDEMNITY
7A Grantee shall protect, defend, indemnify, and hold harmless the Grantor
from and against all liabilities, costs, charges, and expenses, including attorneys’ fees and
court costs arising out of (or related to) the presence of (or existence of) any substance
regulated under any applicable federal, state, or local environmental laws, regulations,
ordinances, or amendments thereto because of: (a) any substance that came to be located
on the Right of Way due to Grantee’s use or occupancy of the lands by the Grantee before
or after the issuance of the Right of Way; or (b) any release, threatened release, or escape
of any substance in, on, under, or from the Right of Way that is caused, in whole or in part,
by any conduct, actions, or negligence of the Grantee, regardless of when such substance
came to be located on the Right of Way.
STANDARD R/W 12/05 Rev, 8/2011 3

7.2 For the purposes of this Right of Way the term “regulated substances” shall
include substances defined as “regulated substances”, “hazardous waste”, “hazardous
substances”, “hazardous materials”, “toxic substances”, or “pesticides” in the Resource
Conservation and Recovery Act, as amended by the Hazardous and Solid Waste
Amendments of 1984; the Comprehensive Environmental Response, Compensation, and
Liability Act; the Hazardous Materials Transportation Act; the Toxic Substance Control
Act; the Federal Insecticide, Fungicide, and Rodenticide Act; the relevant local and state
environmental laws, and the regulations, rules and ordinances adopted, and publications
promulgated pursuant to the local, state, and federal laws. This indemnification shall
include, without limitation, claims, or damages arising out of any violations of applicable
environmental laws, regulations, ordinances, or subdivisions thereof, regardless of any real
or alleged strict liability on the part of Grantor. This environmental indemnity shall
survive the expiration or termination of this Right of Way and/or any transfer of all or any
portion of the Subject Land and shall be governed by the laws of the State of Arizona.
7.3 In the event any such action or claim is brought or asserted against the
Grantor, the Grantee shall have the right, subject to the right of the Grantor, to make all
final decisions with respect to Grantor’s liability for claims or damages, (i) to participate
with Grantor in the conduct of any further required cleanup, removal, or remedial actions
and/or negotiation and defense of any claim indemnifiable under this environmental
indemnity provision, having reasonable regard to the continuing conduct of the
operation/business located on the Subject Land and (ii) to participate with the Grantor in
negotiating and finalizing any agreement or settlement with respect to any such claim or
cleanup.
ARTICLE 8
INSURANCE REQUIREMENTS
8.1 Grantee shall maintain in full force a commercial general liability insurance
policy during the Right of Way term affording protection to the limit of not less than one
million dollars. This policy shall contain a provision that Grantor, named as an additional
insured, shall be entitled to recovery for any loss occasioned to it, its agents, and employees.
Further, the policy shall provide that Grantee’s coverage is primary over any other
insurance coverage available to the Grantor, its agents, and employees. Grantee shall send
Grantor an advance 30 day written notice of any cancellation or reduction in insurance
coverage. Such notice shall be sent directly to the Arizona State Land Department, 1616 W.
Adams, Phoenix $5007, and shall be sent by certified mail, return receipt requested.
ARTICLE 9
ENVIRONMENTAL MATTERS
9.1 Grantee shall strictly comply with Environmental Laws relating but not
limited to hazardous and toxic materials, wastes, and pollutants. Compliance means the
Grantee shall act in accordance with the necessary reporting obligations, obtain and
maintain all permits required, and provide copies of all documents as required by
Environmental Laws. For purposes of this Right of Way the term “Environmental Law”
STANDARD R/W 12/05 Rey. 8/2011 4

shall include but not be limited to any relevant federal, state, or local laws, and applicable
regulations, rules and ordinances, and publications promulgated pursuant thereto,
including any future modifications or amendments relating to environmental matters.
ARTICLE 10
RESERVATIONS; RELINQUISHMENTS
10.1. 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.
10.2 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.
10.3. 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 11
LOCATION, CONSTRUCTION AND MAINTENANCE
11.1. 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.
11.2 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 12
NATIVE PLANTS AND CULTURAL RESOURCES
12.1 (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.
STANDARD R/W 12/05 Rev. 8/2011 5

(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.
12.2 (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 13
GRANTEE SHALL PROTECT AND RESTORE THE SUBJECT LAND
13.1 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.
13.2 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.
13.3. 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.
13.4 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.
STANDARD R/W 12/05 Rey. 8/2011 6

ARTICLE 14
MISCELLANEOUS
14.1. The described Subject Land shall be used only for the purpose stated in
Paragraph 4.1, and as may be further detailed elsewhere.
14.2 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.
14.3 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.
14.4 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.
14.5 Grantee agrees to indemnify, hold, and save Grantor harmless against all
loss, damage, liability, expense, costs, and charges incident to or resulting in any way from
any injuries to person or damage to property caused by or resulting from the use,
condition, or occupation of the Subject Land.
14.6 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.
14.7 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.
14.8 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.
14.9 Within 30 days of project completion, Grantee shall submit a completed
certificate of construction (copy attached).
STANDARD R/W 12/05 Rev. 8/2011 q

ADDITIONAL CONDITIONS
18-118538-00-000
Page 1 of 19
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. T he 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.
1.3. The of this Right of Way is for a Non-Exclusive Access Road and is
purpose
for the benefit of the Grantee and/or its authorized users to access Grantee’s land. Grantee
not grant authorization for use of this non-exclusive Access Road to any person or
may
persons not associated with Grantee, assignee or its successors.
2. CONSTRUCTION, MAINTENANCE AND OPERATION
2.1 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.
2.2 Grantee shall conduct all construction and maintenance activities ina manner
that will minimize disturbance to surface features affecting adjacent land values, including,
but not limited to, vegetation, drainage channels and stream banks.
2.3. 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

ADDITIONAL CONDITIONS
18-118538-00-000
Page 2 of 19
Grantee review Arizona Department of Agriculture website for prohibited and restricted
noxious weed rules and regulations.
2.3.1 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.
2.4 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.
2.5 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.
2.6 All equipment shall be removed from the site within seven (7) days of project
completion.
2.7. 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.
2.8 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.
2.9 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.

ADDITIONAL CONDITIONS
18-118538-00-000
Page 3 of 19
2.10 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
5	1	6	1	1	12	1955	1237	133	38	93.445206	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 Jaws and any rules or regulations
relating to environmental matters. For the purpose of this Right of Way, the term
Regulated
5	1	6	1	6	2	532	1580	257	39	96.345207	Substances shall include but not be limited to substances defined as regulated
4	1	6	1	7	0	274	1635	1939	57	-1	
5	1	6	1	7	1	274	1649	248	43	73.218620	substance,
solid
5	1	6	1	7	3	725	1646	157	43	47.662010	waste, hazardous
5	1	6	1	7	5	1206	1643	158	43	87.742027	waste, “hazardous materials", hazardous
4	1	6	1	8	0	275	1701	1939	57	-1	
5	1	6	1	8	1	275	1715	267	43	96.156029	substances,
toxic
5	1	6	1	8	3	705	1712	236	43	95.291954	materials, toxic
5	1	6	1	8	5	1106	1709	264	43	94.304367	substances, inert
5	1	6	1	8	7	1533	1704	237	45	89.711037	materials, pollutants", toxic
4	1	6	1	9	0	275	1767	1939	62	-1	
5	1	6	1	9	1	275	1782	253	47	95.896133	pollutants,
herbicides, fungicides, rodenticides, insecticides, contaminants,
pesticides, asbestos, environmental
5	1	6	1	10	4	1193	1841	222	43	92.760651	nuisance, criminal
5	1	6	1	10	6	1667	1836	210	45	92.786758	littering, or petroleum
4	1	6	1	11	0	275	1908	964	53	-1	
5	1	6	1	11	1	275	1914	211	47	96.512352	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
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.

ADDITIONAL CONDITIONS
18-118538-00-000
Page 4 of 19
3.3. Grantee at all times shall employ or designate an existing employee (the
Designated
5	1	3	1	2	2	570	618	252	47	96.477409	Compliance
5	1	3	1	2	3	837	617	194	46	89.004639	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.
3.4 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.
3.5 Hazardous material generated (motor 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
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,

ADDITIONAL CONDITIONS
18-118538-00-000
Page 5 of 19
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 and all violations of Environmental Laws regardless of any real or alleged fault,
any
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 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.

ADDITIONAL CONDITIONS
18-118538-00-000
Page 6 of 19
4, CULTURAL RESOURCES AND NATIVE PLANTS
4.1 If any ground disturbing activities associated with this Right of Way are to
occur on Arizona State Trust land in areas not previously subjected to cultural resources
survey, additional cultural resources inventory will be required PRIOR TO any such
disturbance, 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.
4.2 Should previously undocumented cultural resources be identified during any
project-related construction or maintenance activities, all such work shall cease in the
immediate vicinity of the remains, and pursuant to A.R.S. §41-844, the Director of the
Arizona State Museum shall be immediately notified; the Manager of the Cultural Resources
Management Program at Arizona State Land Department (ASLD) shall also be
notified. Should human remains or funerary objects be identified, the Repatriation
Coordinator of the Arizona State Museum shall be notified immediately; the Manager of the
Cultural Resources Management Program at ASLD shall also be notified.
4.3 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).
4.4 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.
4.5 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.
4.6 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.
4.7 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.

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18-118538-00-000
Page 7 of 19
4.8 Grantee shall contact the Arizona Department of Agriculture for further
information or permit requirements related to native protected plants.
4.8.1 Asurvey 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.
4.9 Grantee shall minimize the removal of existing vegetation within the project
area to the greatest extent possible.
4.10 Grantee shall salvage or replant cactus and other protected plants.
4.11 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 (i.e. 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.
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.

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18-118538-00-000
Page 8 of 19
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 to 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 to beginning
construction or maintenance, and inquire as to the presence/absence of livestock.
7. ADDITIONAL SPECIFIC COMPLIANCE REQUIREMENTS
7.1 Current records show that the species listed under Threatened/Endangered
Species within EXHIBIT _C of these Additional Conditions have been documented as
occurring in the project vicinity.
7.2 Current records show that additional specific compliance requirements exist
within the project vicinity and are identified on EXHIBIT B of these Additional Conditions.
8. MISCELLANEOUS
8.1. The Grantee, or its successors or assigns, shall relocate that portion(s) of the
non-exclusive access road and any associated appurtenances or portion(s) thereof associated
with or affecting Rights of Way (together, the “Rights of Way”) if any Lessee, Grantee and/or

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18-118538-00-000
Page 9 of 19
Permittee of the Leases, Rights of Way and/or Permits determines in their reasonable
discretion that relocation is necessary to effectuate the purpose(s) of Leases, Rights of Way
and/or Permits during the term of this Right of Way. Grantee will not be responsible for
any costs associated with the relocation of their non-exclusive access road or any associated
appurtenances.
8.2 Grantee shall not alter nor cause ponding, nor any damage up or down stream
of any water crossing.
8.3 No altering of existing drainages or drainage structures is authorized under
this instrument.
8.4 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.
8.5 The following provision shall be deemed added at the end of Section 6.2of
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.”
8.6 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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18-118538-00-000
Page 10 of 19
9. EXHIBITS
9.1. 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
EXHIBITB ~~ Additional Specific Compliance Requirements
EXHIBITC Insurance Rider
BY SIGNATURE BELOW, ALL TERMS ARE
AGREED TO AND ACCEPTED BY GRANTEE
By:
Title:
Date:
[Remainder of this page left blank intentionally]

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18-118538-00-000
Page 11 of 19
EXHIBIT A - LEGAL DESCRIPTION AND/OR VISUAL DEPICTION OF RIGHT OF WAY
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18-118538-00-000
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EXHIBIT B
ADDITIONAL SPECIFIC COMPLIANCE REQUIREMENTS
1. THREATENED / ENDANGERED SPECIES
The Arizona Game of Fish Department’s Heritage Date Management System has been
accessed and current records show that one or more listed, proposed, or candidate species
or Critical Habitat (Designated or Proposed) have been documented in the vicinity of this
Right of Way.
1.1. Threatened / Endangered Species of Concern:
Common Name Scientific Name Status
Lesser Long-nosed Bat Leptonycteris curasoae Listed Endangered
yerbabuenae
1.2 Bald and Golden Eagle Protection (BGA) Act:
Common Name Scientific Name Status
Golden Eagle Aguila chrysaetos BGA
Bald Eagle Haliaeetus leucocephalus BGA
1.3. Grantee shall contact U.S. Fish & Wildlife Service to determine if further
coordination is necessary as appropriate under the National Environmental Policy Act
(NEPA) and/or Endangered Species Act (ESA).

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18-118538-00-000
Page 13 of 19
EXHIBIT B
ADDITIONAL SPECIFIC COMPLIANCE REQUIREMENTS
Grantee shall comply with the following “Guidelines for Handling Sonoran Desert Tortoises”
including, but not limited to, contacting the Arizona Game & Fish Department (AZGFD) for any
revisions. In the event of a revision, Grantee shall comply with the most current revision.
GUIDELINES FOR HANDLING SONORAN DESERT TORTOISES
ENCOUNTERED ON DEVELOPMENT PROJECTS
Arizona Game and Fish Department
Revised October 23, 2007
The Arizona Game Fish Department (AZGFD) has developed the following guidelines to reduce
potential impacts to desert tortoises, and to promote the continued existence of tortoises
throughout the state. These guidelines apply to short-term and/or small-scale projects,
depending on the number of affected tortoises and specific type of projects.
The Sonoran population of desert tortoises occurs south and east of the Colorado River.
Tortoises encountered in the open should be moved out of harm’s way to adjacent appropriate
habitat. If an occupied burrow is determined to be in jeopardy of destruction, the tortoise should
be relocated to the nearest appropriate alternate burrow or other appropriate shelter, as
determined by a qualified biologist. Tortoises should be moved less than 48 hours in advance of
the habitat disturbance so they do not return to the area in the interim. Tortoises should be
moved quickly, kept in an upright position parallel to the ground at all times, and placed in the
shade. Separate disposable gloves should be worn for each tortoise handled to avoid potential
transfer of disease between tortoises. Tortoises must not be moved if the ambient air
temperature exceeds 40° Celsius (105° Fahrenheit) unless an alternate burrow is available or the
tortoise is in imminent danger.
A tortoise may be moved up to one-half mile, but no further than necessary from its original
location. If a release site, or alternate burrow, is unavailable within this distance, and ambient
air temperature exceeds 40° Celsius (105° Fahrenheit), the AZGFD should be contacted to place
the tortoise into a AZGFD-regulated desert tortoise adoption program. Tortoises salvaged from
projects which result in substantial permanent habitat loss (e.g. housing and highway projects),
or those requiring removal during long-term (longer than one week) construction projects, will
also be placed in desert tortoise adoption programs. Managers of projects likely to affect desert
tortoises should obtain a scientific collecting permit from the AZGFD to facilitate temporary
possession of tortoises. Likewise, if large numbers of tortoises (>5) are expected to be displaced
by a project, the project manager should contact the AZGFD for guidance and/or assistance.
e These guidelines do not apply to the Mojave population of desert tortoises (north
and west of the Colorado River). Mojave Desert tortoises are specifically protected under the
Endangered Species Act, as administered by the U.S. Fish and Wildlife Service.