2015-09-08 COUNTY-APS MASTER SHARING AGRMT - CLEAN.DOCX

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MASTER AGREEMENT FOR JOINT USE OF
FACILITY SPACE
BETWEEN
ARIZONA PUBLIC SERVICE COMPANY
AND
MARICOPA COUNTY
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1. PARTIES:
This Master Agreement for Joint Use of Facility Space ("Master Agreement") is entered into as of, ________________, 2015 by
and between Arizona Public Service Company, an Arizona corporation (hereinafter referred to as "APS"), and Maricopa County, a
political subdivision of the State of Arizona (hereinafter referred to as "COUNTY"). APS and COUNTY are hereinafter referred to
individually as a "Party" and collectively as the "Parties."
2. RECITALS:
This Master Agreement is made with reference to the following facts:
2.1. APS is a public service corporation and is Arizona's largest electric utility company as of the date first written above. APS
controls and operates “Critical Infrastructure” as described in Presidential Decision Directive PDD-63 (1998), and the loss,
damage to, or destruction of, said Critical Infrastructure could pose a threat to national security.
2.2. COUNTY is a political subdivision of the State of Arizona and provides operational and technical assistance to local, state,
and federal governmental agencies and other components of the criminal justice community, as well as other government
related services and duties.
2.3. Each Party owns, controls, or has leasehold interests in buildings or communication towers in the State of Arizona, which
may be suitable for the placement and operation of telecommunication equipment.
2.4. Each Party desires access to the Premises, defined hereinafter, of the other Party in one or more locations to house their
respective communications network equipment. Each Party may be willing to grant the other party licenses to use the Space,
defined hereinafter, for the purposes permitted under this Master Agreement, and the other party is willing to receive such
licenses upon terms and conditions in this Master Agreement.
2.5. COUNTY is authorized to enter into this Agreement pursuant to ARS 11-201 (3).
NOW, THEREFORE, in consideration of the foregoing recitals, the promises, covenants and provisions contained herein, and
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as
follows:
3. DEFINITIONS:
The following words shall have these meanings when used in this Master Agreement: (a) "including" means "including, but not
limited to" the specifically enumerated things, states, or actions; (b) "or" means "one or the other or all" of the specifically
enumerated things, states, or actions; and (c) "shall" or "will" means the listed duties or actions are mandatory. In addition, the
following terms shall have the respective meanings indicated, such meanings to be applicable to both singular and plural forms of
the terms defined:
a) "Action" means any claim, action, dispute, demand, or right of action, whether in law or in equity, of every kind and
character.
b) "Alteration" means rearrangement, modification, improvement, addition, or other alteration or construction changes to the
interior or exterior portions of the Space or the Premises, or any part thereof, including, improvements to the power systems,
air conditioning systems (i.e. HVAC), or other items related to the Space of Premises.
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c) "Equipment" means Requestor's, defined hereinafter, communications network equipment, including, radios, antennas, coax,
and other associated support equipment, as further described in the Site-Specific Supplemental Agreement.
d) “Facilities” means normally associated permanent Space Provider site related equipment such as auxiliary power units
(APU), buildings, towers, battery systems, rectifier systems, cable trays, grounding systems, transient voltage surge
suppressors (TVSS), fire protection systems, etc.
e) "Improper Action" means any willful, wanton or reckless misconduct or any negligent or intentional act or omission
(including acts or omissions resulting in strict liability) arising out of, resulting from, or related to a Party's performance or
non-performance under this Master Agreement.
f) "License" means a license to use a Space described in a Site-Specific Supplemental Agreement for the Permitted Purpose,
defined hereinafter.
g) "Losses" means any and all liabilities, losses, damages, fines, penalties, and costs and expenses of any kind or nature,
whether or not covered by insurance, including reasonable attorneys' fees and expenses incurred in the investigation and
defense of any of the same or in the enforcement of a Party's right under this Master Agreement.
h) "Premises" means buildings or communication towers in the State of Arizona that are owned, controlled, or leased by a
Party.
i) "Requestor" means the Party requesting access to the Premises of the other Party.
j) "Space" means each individual allowable space (area) located in facilities, including any building or communication tower,
within the Premises for the placement of the Equipment. Space shall include tower space for antennas and coax entry ports.
k) "Space Provider" means the Party receiving the request for access to its Premises from the Requestor.
l) "Permitted Purpose" means the purpose of placing and operating the Equipment in a Space described in the applicable Site-
Specific Supplemental Agreement.
4. GENERAL PROVISIONS:
4.1. Master Agreement.
Either Party may be a Space Provider or Requestor under this Master Agreement. This Master Agreement sets forth the terms and
conditions under which a Space Provider may License the Space to a Requestor. This Master Agreement shall not obligate the
Space Provider to License any Space except upon execution of the form titled, "Site-Specific Supplemental Agreement" by both
Parties, which is attached hereto as Exhibit A. Upon execution of a Site-Specific Supplemental Agreement by both parties, the
Space Provider shall be deemed to have granted a License. Each Site-Specific Supplemental Agreement sets forth the terms and
conditions that will apply to the License, and will be deemed to incorporate the terms and conditions of this Master Agreement. In
the event of any conflict or inconsistency between this Master Agreement and the terms and conditions set forth in a Site-Specific
Supplemental Agreement, the terms and conditions of the Site-Specific Supplemental Agreement shall govern, but only for the
Space identified in such Site-Specific Supplemental Agreement.
4.2. Placement of Equipment.
Space Provider agrees to allow Requestor to place the Equipment in the Space subject to the terms and conditions of the applicable
Site-Specific Supplemental Agreement. If any Space is within any Premises that are leased, then the applicable License shall also
be subject and subordinate to the provisions of the applicable leases. The Equipment shall not exceed the space requirements and
shall meet any other requirements identified on the Site-Specific Supplemental Agreement.
4.3. Condition Of Premises.
Requestor acknowledges that, except as expressly provided in this Master Agreement or a Site-Specific Supplemental Agreement,
Space Provider has no obligation to make any Alteration. In no event shall Requestor or any person acting on behalf of Requestor
make any Alteration without the written consent of Space Provider.
4.4. Space License Only.
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The Parties understand and acknowledge that this Master Agreement or the Site-Specific Supplemental Agreement are not intended
to grant any legal or beneficial right, title or interest in real property or in any leasehold estate, or to grant any possessory right, title
or interest, legal, beneficial or otherwise, in any such property interest or estate. Any License granted under a Site-Specific
Supplemental Agreement shall not constitute any legal or beneficial interest in personal property, but shall be and remain a License to
use the applicable Space for the Permitted Purpose limited by the terms and conditions of this Master Agreement and the
applicable Site-Specific Supplemental Agreement. Nothing contained herein shall be construed as altering or amending the nature
of the foregoing grant. Further, this Master Agreement shall be interpreted in a manner consistent with said grant. Requestor
acknowledges that it has no rights as a tenant or otherwise under any real property or landlord/tenant laws, regulations, or
ordinances.
4.5. Identification.
Requestor shall place a plaque or other identification affixed to the Equipment necessary to identify it as Requestor's equipment,
including a list of emergency contacts with telephone numbers. Requestor shall not erect any signs or devices to the exterior portions
of the Space or Premises without the prior written consent of Space Provider.
4.6. No Third Party.
Requestor shall not provide, or make available to any third party, any space within the Space without Space Provider's prior written
consent.
4.7. Ownership of Equipment.
Requestor shall at all times hold and retain legal title to the Equipment.
4.8. Personalty.
4.8.1. Equipment placed by Requestor in the Space shall not become a part of the Space, even if nailed, screwed or otherwise
fastened to the Space, but shall retain their status as personal property and may be removed by Requestor at any time,
subject to the terms of Section 9, REMOVAL AND RELOCATION OF EQUIPMENT. Requestor shall promptly
repair at its expense any damage caused to the Space or Premises by Requestor's employees, agents or representatives
during the removal of such property.
4.8.2. Facilities installed by Requestor on the Space Providers premises to improve the site, shall be provided with compensation
for the site improvements by the Space Provider. Terms and conditions, compensation, engineering, and construction
regarding the facility improvements shall be mutually agreed to by the Parties. Requestor shall relinquish to the Space
Provider all title to the improvements made to the site.
4.9. Treatment of Requestor Equipment.
Except as provided under Section 8.1 herein, Space Provider shall not remove any labels from, touch, move, disturb, block access
to, rearrange, alter, modify, add to or grant a lien or security interest in the Equipment without Requestor's written consent.
4.10. Liens and Encumbrances; Subordination.
Requestor shall not, and has no power, authority or right, to create, and shall not permit, any lien or encumbrance, including,
without limitation, tax liens and mechanics' liens, on the Space or Premises. In no event shall Space Provider subordinate or be
required to subordinate its interest in the Space or Premises to any person.
4.11. Space Provider's Access to Space.
Space Provider reserves the right to access the Space for any reason at any time, including for purposes of inspection and monitoring
Requestor's use of the Space. If Space Provider wishes to inspect the Equipment or Requestor's use of Space to verify compliance
with this Master Agreement, or the applicable Site Site-Specific Supplemental Agreement, then Space Provider shall notify
Requestor at least two (2) business days in advance so that a Requestor employee may be present during any such inspections by
Space Provider.
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4.12. Eminent Domain.
If any public authority under the power of eminent domain shall take the whole of a Premise of Space Provider within which a
Space licensed to Requestor is located, then the Site-Specific Supplemental Agreement with respect to such Space shall terminate
as of the day possession shall be taken by such public authority. If any part of a Space shall be taken under eminent domain, either
Party shall each have the right to terminate the Site-Specific Supplemental Agreement with respect to such Space and declare the
same null and void, by written notice of such intention to the other Party within ten (10) business days after such taking. Space
Provider shall attempt to give Requestor reasonable advance notice of the removal schedule. Requestor shall have no claim against
Space Provider for full or partial interruption or interference due to any termination, any relocation expenses, or any part of any
award that may be made for such taking.
5. EFFECTIVE DATE AND TERM OF MASTER AGREEMENT:
This Master Agreement shall not become effective until the date on which it is fully executed by the Parties ("Effective Date").
This Master Agreement shall be in effect for twenty-five (25) years (the “Term”) from the Effective Date or until it is terminated as
provided in Section 7 herein. The Term of this Master Agreement may be extended in writing through mutual agreement of the
Parties.
6. EFFECTIVE TERM OF SITE-SPECIFIC SUPPLEMENTAL AGREEMENTS:
The term of the Site-Specific Supplemental Agreements shall begin on the date of the last signature affixed to it, and shall continue
until terminated in accordance with this Master Agreement. Notwithstanding anything to the contrary in this Master Agreement, if
any Space is within any Premises that are leased, then the term of the applicable Site-Specific Supplemental Agreement shall be
subject to the applicable lease.
7. TERMINATION:
7.1. Termination for Convenience
Upon at least sixty (60) days' prior written notice, either Party may for its convenience terminate this Master Agreement, or all or
any portion of any Site-Specific Supplemental Agreement without further liability unless further liability is specified in the Site-
Specific Supplemental Agreement. Such termination shall be effective upon the date stated in the written notice. However, if the
Space Provider terminates for convenience under this Section 7.1, the Requestor may request in writing for an extension of time
under the applicable Site-Specific Supplemental Agreement to find equivalent space from third parties, or to pursue other options to
locate its Equipment, including the construction of equivalent facilities. An extension of time under the applicable Site-Specific
Supplemental Agreement, which shall not exceed one (1) year from the date of Requestor's written request, must not be unreasonably
withheld by the Space Provider.
7.2. Termination for Cause.
Either Party may terminate this Master Agreement, or all or any portion of any Site-Specific Supplemental Agreement, at any time
if the other Party, including, its employees, agents or contractors are in material breach of any provision of this Master Agreement
or Site-Specific Supplemental Agreement, and such breach continues uncured for a period of thirty (30) days following receipt of
the non-breaching party's written notice. All rights or remedies of the parties shall be cumulative, and not exclusive.
7.3. Premises Lease Termination.
If any Space is within any Premises that are leased, then should Space Provider or the landlord or lessor of any such Premises
decide at their sole discretion to terminate the lease of such Premises, then Space Provider may terminate the applicable Site-
Specific Supplemental Agreement without further liability upon at least thirty (30) days written notice. But Space Provider shall
notify Requestor, in writing, of Space Provider's intention to terminate at least one hundred and eighty (180) days before its
intended termination date, or as soon as Space Provider knows of the landlord's or lessor's intention to terminate, and shall provide
Requestor a copy of the applicable leases to the extent that Space Provider has the right to do so, subject to confidentiality
obligations imposed on Space Provider under the applicable leases (if any). Requestor reserves the right, but not the obligation, to
evaluate the applicable leases to determine if it wishes to assume them, provided that such assumption is allowed under them, or
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enter into other arrangements with the landlord or lessor of any such Premises.
7.4. Termination Under Other Provisions of this Master Agreement.
a) Either Party may terminate the applicable Site-Specific Supplemental Agreement as provided under Section 21.3.1 herein.
Space Provider may terminate the applicable Site-Specific Supplemental Agreement as provided under Section 9.2 herein.
b) The parties are hereby put on notice that this Master Agreement is subject to cancellation pursuant to Arizona Revised
Statutes 38-511, the provisions of which are incorporated herein.
7.5. Automatic License Termination.
Upon termination of a Site-Specific Supplemental Agreement as provided in this Section 7:
a) All Licenses granted under such Site-Specific Supplemental Agreement will automatically terminate;
b) Space Provider will immediately cease performing the tasks described in Section 8, TECHNICAL UNDERTAKINGS, for
the applicable Space; and
c) Requestor at its expense shall remove from the applicable Premises the Equipment and other property that has been installed
by Requestor or Requestor's agent within sixty (60) days of Space Provider's request (but only after Requestor receives
authorization from Space Provider as provided under Section 8, REMOVAL AND RELOCATION OF EQUIPMENT),
and shall leave the Space in the same condition as when first occupied by Requestor except for normal wear and tear, unless
otherwise agreed to in writing by the Parties.
7.6. Abandonment.
If any Equipment or property that is subject to a terminated Site-Specific Supplemental Agreement has not been removed within
the sixty (60) day period provided under Section 7.5(c) above, then such Equipment and property shall be deemed abandoned and
Requestor shall lose all rights and title thereto unless otherwise agreed to in writing by Space Provider. If Requestor does not
remove such Equipment or property within such sixty (60) day period, then Space Provider may move any and all such Equipment
and property to storage and charge Requestor for the cost of such removal and storage, without being liable for related damages. If
Requestor does not remove such Equipment and property from the Premises or storage within thirty (30) days of Space Provider's
request, Space Provider may liquidate the property in any reasonable manner, without being liable for related damages. Requestor
shall be responsible for the cost of removing any enclosure, together with all support structures, including, any racking and conduits,
and restoring the grounds to their original condition as when first occupied by Requestor unless otherwise agreed to in writing by
the Space Provider.
8. TECHNICAL UNDERTAKINGS:
8.1. Maintenance of Premises.
8.1.1. Space Provider shall operate and maintain the Premises, including all Alterations, in accordance with Space Provider's
standard practices, subject to the following notification requirements:
a) Scheduled Maintenance. Space Provider shall provide Requestor with at least forty eight (48) hours advance notice for
scheduled maintenance that may or will result in a noticeable loss of power, service, or communication network connectivity
to the Equipment; and
b) Unscheduled Maintenance. If Space Provider must engage in unscheduled maintenance work that may or will affect the
operation of the Equipment or cause an outage to the Equipment, Space Provider shall notify Requestor immediately upon
determining that such maintenance or outage has occurred.
8.1.2. Space Provider shall operate and maintain the Premises, including all Alterations, at no additional charge to the Requestor
unless the Requestor specifically agrees in writing to pay for such operations or maintenance or any part thereof. In case of
an interruption or failure of any of the services furnished under this Section 8.1 or under a Site-Specific Supplemental
Agreement, including, communication network connectivity, power, and HVAC, Space Provider shall use commercially
reasonable efforts to restore service as soon as possible.
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8.2. Requestor's Tasks - General.
a) Subject to Section 8.3 and Section 9, REMOVAL AND RELOCATION OF EQUIPMENT, Requestor shall contact the
Space Provider at the applicable phone numbers set forth in Section 8.8.3 below to coordinate any Alterations, or the
installation, replacement, removal, or relocation of the Equipment. All installations must meet Space Provider's installation
requirements, including, any applicable standards and practices.
b) Requestor shall pay for applicable communications tower loading analysis if it is deemed necessary by the Space Provider.
Such analysis shall be performed by a licensed civil engineer mutually agreed upon by the Parties. The Parties shall review
the results of such analysis, and each Party may propose a course of action based on such results.
c) Requestor must obtain Space Provider's written approval of Requestor's choice of contractors in connection with any work
which affects or may affect the Space, Premises, or the Space Provider's operations in any manner, which approval shall not
be unreasonably withheld or delayed. Space Provider reserves the right to be present at the location of the performance of any
such work by Requestor's contractors. Requestor shall be present with any contractor of Requestor while the contractor is in the
Premises, or on any Space Provider's site, unless Space Provider is present with the Requestor's contractor.
d) Requestor may repair or maintain the Equipment using its personnel, or a third party service provider acceptable to the Space
Provider, provided, however, that Space Provider reserves the right to be present at the Premises when such maintenance is
performed by such third party service provider. Requestor shall be present with any third party service provider of Requestor
while the service provider is in the Premises unless Space Provider is present with the Requestor's service provider.
e) Requestor shall provide to the Space Provider current copies of any Federal Communication Commission (FCC) licenses that
are applicable to the operation of the Equipment.
f) Requestor shall maintain the Space in an orderly manner, including, removing trash from the Space. Further, Requestor shall
maintain the Space in a safe condition, including the preclusion of storing combustible materials in the Space.
g) Requestor shall install the Equipment in such a manner that is consistent with all local, state, and national codes (NFPA,
NEC, etc.), federal regulations, and industry standards (IEEE, TIA, etc.) including Space Provider’s design standards and site
specific requirements.
h) Requestor shall assist Space Provider whenever it is necessary to identify and resolve radio frequency (RF) signal
interference cases causing Space Providers Equipment to be degraded in performance. Adequate RF signal compatibility
modeling shall be performed by the Requestor and the results provided to the Space Provider before final approval is obtained
from the Space Provider to install Requestor’s Equipment into Space Providers’ facilities. It is the Requestors’ responsibility
to resolve RF interference caused by the Requestors’ Equipment to Space Provider’s Equipment. During startup of
Requestor’s Equipment, benchmarking tests shall be done to document performance of both Parties Equipment.
8.3. Alteration.
8.3.1. Either party may request for an Alteration that it may consider necessary for the installation, maintenance, and operation of
the Equipment, or the operation or maintenance of the Space or Premises in connection with the Equipment. The party
requesting such Alteration shall provide the other a proposal for such Alteration, which shall include the reasons for
requiring such Alteration. In any event, the Requestor shall pay the cost of any mutually agreed Alterations.
8.3.2. Unless otherwise provided by the applicable Site-Specific Supplemental Agreement, any Alteration shall be and become the
property of Space Provider and remain on the Premises at the expiration or earlier termination of the applicable Site-
Specific Supplemental Agreement or this Master Agreement, and the title to such Alteration shall immediately vest in the
Space Provider. If any Alteration is in connection with a leased Space or Premise, then such Alteration shall be subject to
the provisions of the applicable lease agreements in connection with the leased Space or Premise.
8.4. Other Services; Resources.
Requestor may request Space Provider to provide engineering services, to install the Equipment, and rigger services to install and
maintain the antennas and antenna feedlines, or any other services or resources relating to the Space or any Alteration to which
Space Provider has consented. Space Provider is not obligated to provide such services or resources, and reserves the right to
decline Requestor's request for such services or resources for any reason. If Space Provider agrees to provide such services or
resources, Space Provider may, subject to Section 8.5 herein, provide such services or resources itself, or engage a third party to
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provide such services or resources.
8.5. Costs.
Requestor shall bear all costs of services or resources provided to it under Section 8.4 herein to the extent that the Requestor has
agreed in writing to pay for such services and resources. Before Space Provider provides or has a third party provide such services or
resources, Space Provider shall provide Requestor, in writing, a reasonable estimate of the total actual costs for such services or
resources. Space Provider shall obtain Requestor's prior written approval for such costs. Requestor shall not be liable for any
amounts that exceed such estimate unless it has consented to the excess in writing. Requestor shall pay Space Provider for all costs
for which it has agreed in accordance herein, within thirty (30) days upon a receipt of a written request or invoice from Space
Provider.
8.6. No Endorsement.
Approval by Space Provider of any of Requestor's contractors is not an endorsement of Requestor's contractors, and Requestor will
remain solely responsible for the selection of its contractors and all payments for any services performed by its contractors. Space
Provider does not have the duty to inspect any services performed by Requestor's contractors in connection with the Equipment,
Space, or Premises.
8.7. Permits.
If Space Provider is required by applicable law, by agreement with any third party, or otherwise to obtain any or all permits,
authorization, or licenses, or amend any existing permits, authorizations, or licenses in order to grant any License to Requestor,
Requestor shall pay Space Provider, within thirty (30) days upon a receipt of a written request or invoice from Space Provider, all
reasonable costs and expenses, including reasonable attorneys' fees and expenses, incurred by Space Provider in connection with
obtaining or amending such permits.
8.8. Entry and Exit.
8.8.1. Space Provider grants Requestor the right of ingress and egress over, across and through the Premises; provided, however,
that Requestor 's use of Space, and access through the Premises to the Space shall at all times be subject to Requestor 's
adherence to: (i) generally accepted industry standards for facility security, access, and other rules, policies and procedures
established by the Space Provider for the Space or Premises in the Site-Specific Supplemental Agreement; and (ii) such
reasonable restrictions and requirements of Space Provider as shall be deemed necessary at Space Provider's discretion to
address compliance with applicable laws and to minimize the effect of Requestor's operations upon the Premises, and Space
Provider's activities thereupon.
8.8.2. Further, Space Provider shall allow Requestor access to the Space twenty four (24) hours per day, seven (7) days per
week, to provide testing, repairs, and routine and emergency maintenance. Requestor's authorized personnel shall call the
designated representatives of the Space Provider at the applicable phone numbers set forth Section 8.8.3 below when
entering and leaving the Premises. If any repair or maintenance of the Equipment may or will affect Space Provider's
operations, Requestor shall contact the Space Provider at the applicable phone numbers set forth in Section 8.8.3 below to
define and identify the scope of such repair or maintenance, and receive permission from Space Provider to proceed with
such repair or maintenance. Space Provider, at its sole discretion, may suspend the right of any Requestor employee,
agent, or representative to have access to the Premises or Space. Requestor shall not extend its rights under this Section
8.8 to, any third party unless Requestor has obtained Space Provider's prior authorization for such third party's access.
8.8.3. Contact Phone Numbers.
a) For Access to COUNTY's Premises:
i. COUNTY’s Wireless Systems Main (from 8:00 a.m. to 4:00 p.m.) (602) 506-1191
ii. COUNTY’s Protective Services (after 4:00 p.m.) (602) 506-8335
b) For Access to APS' Premises:
i. APS IT Operations Center (from 6:00 a.m. to 3:30 p.m.) (602) 371-5090
ii. APS Security (always to be contacted after 3:30 p.m.)(602) 250-2222 (alt. 602-371-7775)
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8.9. Suspension.
Notwithstanding anything to the contrary in this Master Agreement, or any Site-Specific Supplemental Agreement, the Space
Provider may, without liability, suspend Requestor's operations in and around the Space if, at the discretion of Space Provider, any
condition arises or may arise (as Space Provider reasonably believes) on or from, or affects or may affect (as Space Provider
reasonably believes) the safety of Premises or the Space.
8.10. Designated Representatives
8.10.1. For purposes of this Master Agreement the designated representatives of the respective Parties are:
For Arizona Public Service Company:
Dominic Pagliuca, Group Manager, I/T
Communications Engineering
P.O. Box 53933, MS3164
Phoenix, AZ 85072-3933
PH: (602)371-7063
For Maricopa County:
Mr. Tom Crosby, Director of Wireless Communication Services
3324 W. Gibson Ln
Phoenix, AZ 85009
PH: (602) 506-5264
8.10.2. Each Party may change its designated representative from time to time upon notice to the other Party.
9. REMOVAL AND RELOCATION OF EQUIPMENT.
9.1. Equipment Relocation by Space Provider for Any Reason.
Space Provider may require Requestor to relocate the Equipment for any reason within the Premises upon thirty (30) days' prior
written notice to Requestor; provided that the site of relocation shall afford comparable environmental conditions for the
Equipment and comparable accessibility to the Equipment. If the Equipment is relocated according to this Section 9.1, the cost of
relocating the Equipment and improving the Space to which the Equipment will be relocated shall be borne by Space Provider. In
the event of an emergency, as determined at Space Provider's reasonable discretion, Space Provider's operations shall take
precedence over any and all Requestor operations, and Space Provider may rearrange, remove, or relocate the Equipment without
any liability to Space Provider. Notwithstanding the foregoing, in the case of emergency, Space Provider shall provide Requestor,
to the extent practicable, reasonable notice prior to rearranging, removing, or relocating the Equipment.
9.2. Interference with Space Provider's Operations.
If at any time the equipment causes unacceptable interference to existing or prospective Space Provider operations, including, any of
Space Provider's equipment or communications network, Space Provider may require Requestor to shut down, modify, remove, or
relocate the Equipment at Requestor's sole expense until a solution is found to rectify such interference. If Requestor is unable to
cure such interference, Space Provider may terminate the applicable Site-Specific Supplemental Agreement without further
liability upon at least thirty (30) days written notice.
9.3. Equipment Relocation or Removal by Requestor.
9.3.1. Equipment Relocation.
Requestor shall contact the Space Provider at the applicable phone numbers set forth in Section 8.10 above to coordinate
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the relocation of the Equipment. Requestor shall not relocate any of the Equipment from the Premises without the prior
written authorization of Space Provider, which shall not be unreasonably withheld. Space Provider shall promptly respond to
Requestor's request for written authorization for Equipment relocation. Once Space Provider authorizes the relocation of
the equipment from the Premises, Requestor will relocate such Equipment, and will be solely responsible to bring
appropriate packaging and moving materials.
9.3.2. Equipment Removal.
Requestor may remove the Equipment at any time without Space Provider authorization unless such removal may or will
affect the operation of Space Provider. If Requestor intends to remove the Equipment, Requestor shall notify Space
Provider of Requestor's intention in writing. Space Provider shall notify Requestor within ten (10) business days from its
receipt of Requestor's notice if Space Provider determines that such removal may or will affect the operation of Space
Provider, in which case, the Parties shall coordinate with each other to define and identify the scope of any work related to
such removal. If Requestor does not receive Space Provider's notice mentioned in this paragraph within ten (10) business
days from Space Provider's receipt of Requestor's notice, Requestor shall proceed with the removal of the Equipment
without Space Provider's authorization.
9.3.3. Requestor shall be responsible for the cost of removing or altering any enclosure, together with all support structures in
connection with the Equipment, including, any racking and conduits, and restoring the Premises to its original condition as
when first occupied by Requestor unless otherwise agreed to in writing by the Space Provider.
10. NO WARRANTY.
SERVICE PROVIDER LICENSES ANY AND ALL SPACE TO THE REQUESTOR "AS-IS" AND ANY AND ALL SPACE IS
ACCEPTED "AS IS" BY REQUESTOR. REQUESTOR ACKNOWLEDGES THAT NO REPRESENTATION HAS BEEN
MADE BY SPACE PROVIDER AS TO THE FITNESS OF THE SPACE FOR REQUESTOR'S INTENDED PURPOSE.
SPACE PROVIDER DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SPACE,
PREMISES, OR SERVICES PROVIDED UNDER THIS MASTER AGREEMENT OR ANY SITE-SPECIFIC
SUPPLEMENTAL AGREEMENT. SPACE PROVIDER EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE IN CONNECTION WITH THE SPACE, PREMISES,
OR SERVICES PROVIDED UNDER THIS MASTER AGREEMENT OR ANY SITE-SPECIFIC SUPPLEMENTAL
AGREEMENT.
11. INDEMNIFICATION:
11.1. To the fullest extent permitted by law, each party (an “Indemnitor”) shall indemnify, defend, and hold harmless the other
party (an “Indemnitee”) for, from, and against any and all liabilities, losses, damages, fines, penalties, and costs and expenses
of any kind or nature, whether or not covered by insurance, including reasonable attorneys’ fees and expenses incurred in the
investigation or defense of any of the same, which an Indemnitee may hereafter incur in connection with any claim, action,
dispute, demand, or right of action, whether in law or in equity, of every kind and character arising out of, or resulting from
any bodily injury, including death, to any person, or any damage or destruction of any tangible third party property, to the
extent the aforementioned is caused by any negligent or grossly negligent act or omission of the Indemnitor.
11.2. Requestor will cause its contractors that provide services to Requestor in connection with any Space that Requestor licenses
from Space Provider under a Site-Specific Supplemental Agreement to issue to the benefit of Space Provider their written
agreement to defend, indemnify, and hold harmless Space Provider for, from and against any and all Losses that Space
Provider may hereafter incur in connection with any Improper Action either directly or indirectly arising out of, or resulting
from any act or omission of Requestor's contractors, and their employees, agents, and representatives, except to the extent
caused by Space Provider's Improper Action.
12. INSURANCE
12.1. For the purposes of this Section the following terms shall have the respective meaning indicated:
a) "Delay" means any delay or failure of the Equipment in any manner due to any reason.
b) "Requestor Party" means Requestor, as previously defined, its employees, agents, suppliers, contractors, or anyone for
whose acts Requestor is liable.
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c) "Space Provider Party" means Space Provider, as previously defined, its officers, employees, agents, suppliers, contractors,
or anyone for whose acts Space Provider is liable (other than any Requestor Party).
12.2. Requestor assumes at all times, before, during and after the term of any License granted under a Site-Specific Supplemental
Agreement, the risk of loss, damage, theft, or destruction of the Equipment or any part thereof, or any other property of
Requestor, from any cause whatsoever, except to the extent of Space Provider Party's Improper Action. To the extent that the
Property of Space Provider is damaged as a result of Requestor’s Improper Action, Requestor shall be liable to Space
Provider for such direct damages, which, in no event, may exceed $2.5 million per occurrence. To the extent that the Property
of Requestor is damaged as a result of Space Provider’s Improper Action, Space Provider shall be liable to Requestor for
such direct damages, which, in no event, may not exceed $2.5 million per occurrence.
12.3. Space Provider shall not be liable to Requestor for Losses incurred by Requestor or any third party that arise out of or either
directly or indirectly result from the use of the Space by Requestor Party, the use of the Equipment by Requestor Party, any
Delay, when used or attempted to be used for any reason by Requestor Party, any services rendered by Space Provider or its
contractors hereunder, or any other activities contemplated by this Master Agreement, except to the extent caused by Space
Provider Party's Improper Action. Requestor assumes all risks of such Losses, except to the extent caused by Space Provider
Party's Improper Action.
12.4. Throughout the term of this Master Agreement, Requestor will cause its contractors to provide and maintain the following
insurance coverage using forms and insurers acceptable to Space Provider: (a) Workers' Compensation insurance with
statutory limits covering all obligation imposed by federal and state statutes with jurisdiction over any Requestor's contractors'
employees performing in connection with a Site-Specific Supplemental Agreement and also Employer’s’ Liability insurance
of not less than One Million Dollars ($1,000,000) each occurrence and/or each accident; (b) Commercial General Liability
insurance with a combined single limit of Five Million Dollars ($5,000,000) each occurrence for bodily injury and property
damage (the policy shall cover bodily injury, property damage, personal injury, contractual liability, products, completed
operations, and the liabilities assumed under a Site-Specific Supplemental Agreement); and (c) Business Automobile Liability
insurance with a combined single limit for bodily injury and property damage of Five Million Dollars ($5,000,000) each
occurrence with respect to any Requestor's contractors' vehicles, whether owned, hired, or non-owned, assigned to or used in
the performance in connection with a Site-Specific Supplemental Agreement. Requestor shall cause its contractors to name
Space Provider and its directors, officers, employees, and agents as an additional insured in the policies provided under items
(b) and (c) of this subsection. In addition, Requestor shall cause its contractors to provide and maintain policies that stipulate
that the insurance shall be primary insurance and that any insurance carried by Space Provider shall not be contributory
insurance, and to provide Space Provider at least thirty (30) days' advance written notice of any cancellation, non-renewal or
material alteration of said policies. In addition, Requestor shall cause its contractors to agree that they and their insurers
providing the required coverage shall waive all rights of recovery against Space Provider and its directors, officers,
employees, and agents. Upon Space Provider's request, Requestor shall provide documentary evidence in a form and content
acceptable to Space Provider, confirming to Space Provider's satisfaction that the required insurance coverage have been
obtained by Requestor's contractors and will remain in effect as required by this subsection. APS recognizes that COUNTY is
self-insured and APS agrees that COUNTY’s self-insurance program fully satisfies the insurance provisions herein required
of COUNTY.
13. LIMITATION OF LIABILITY.
NEITHER PARTY, NOR ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ADVISERS,
REPRESENTATIVES, AFFILIATES, OR SUCCESSOR OR ASSIGNS WILL BE LIABLE TO THE OTHER PARTY FOR
ANY INDIRECT, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES FOR ANY ACTIONS RESULTING FROM OR
ARISING OUT OF THIS MASTER AGREEMENT OR ANY SITE-SPECIFIC SUPPLEMENTAL AGREEMENT, WHETHER
BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, PROFESSIONAL LIABILITY,
CONTRIBUTION, OR OTHERWISE.
14. NO THIRD PARTY BENEFICIARIES:
Requestor acknowledges and represents that this Master Agreement is not intended to and does not create any claims, rights,
remedies, or benefits exercisable by any third party and neither Space Provider nor Requestor undertakes any responsibility or
obligation to any third party by virtue of this Master Agreement, and neither shall be liable to any third party by virtue of the nature
and quality of the Space, or other cause arising directly or indirectly out of this Master Agreement or its performance by either Party.
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15. CONFIDENTIALITY AND ADVERTISING:
15.1. All nonpublic information, which is designated in writing or electronically as confidential or which by its nature can
reasonably be inferred to be confidential, that a Party ("DISCLOSING PARTY") provides to the other Party ("RECEIVING
PARTY") or that RECEIVING PARTY acquires from any source in connection with this Master Agreement shall be deemed
to be DISCLOSING PARTY's confidential information ("Confidential Information") unless and until DISCLOSING PARTY
specifically authorizes RECEIVING PARTY in writing to treat the information as public. Confidential Information includes:
(a) any reports, specifications, know-how, strategies or technical data, processes, business documents or information, market
research or other data, customer or client lists, and all other information concerning the business and affairs of DISCLOSING
PARTY that are owned, used, or possessed by or for the benefit of DISCLOSING PARTY; and (b) all confidential
information or materials obtained by RECEIVING PARTY from a third party in connection with performance of this Master
Agreement, unless and until DISCLOSING PARTY specifically authorizes RECEIVING PARTY in writing to treat the
information as non-confidential. Confidential Information does not include: (i) information in the public domain through no
fault or breach of this Master Agreement by RECEIVING PARTY; (ii) information previously and lawfully known by
RECEIVING PARTY prior to disclosure by DISCLOSING PARTY; (iii) information rightfully learned from a third party not
under restriction of disclosure; and (iv) independently developed by RECEIVING PARTY without access to, or use of, the
Confidential Information.
15.2. RECEIVING PARTY shall not publish, release, disclose, or announce to any member of the public, press, official body, or
other third party any Confidential Information, or use any of it for RECEIVING PARTY's own purposes or for the purposes
of a third party, without the prior written consent of DISCLOSING PARTY (which may be withheld by DISCLOSING
PARTY in its sole discretion), except disclosures required by law. RECEIVING PARTY may only use Confidential
Information for the purposes permitted under this Master Agreement. RECEIVING PARTY shall use the same degree of care
to avoid unauthorized use and unauthorized disclosure of Confidential Information as it employs with its own confidential and
proprietary information of a like nature, but not less than a reasonable degree of care. Further, RECEIVING PARTY will
implement procedures that will limit the availability of the Confidential Information to those employees of RECEIVING
PARTY with a need to know. If DISCLOSING PARTY provides consent to RECEIVING PARTY to disclose any
Confidential Information to any supplier or contractor of RECEIVING PARTY, or any other third party, such consent shall be
subject to RECEIVING PARTY first entering into written agreements with its supplier or contractor to protect the
Confidential Information, with provisions of similar effect as the provisions in this Section 13.
15.3. RECEIVING PARTY shall not make copies, reproductions, abstracts or excerpts of the Confidential Information in whole or
in part, except as authorized by DISCLOSING PARTY. All copies, reproductions, excerpts or abstracts are deemed to be
Confidential Information to the same extent as any originals. Upon (a) DISCLOSING PARTY's request at any time; or (b)
termination of business relations between the parties, RECEIVING PARTY shall promptly return to DISCLOSING PARTY
all Confidential Information and all copies thereof or other physical embodiments of the Confidential Information.
15.4. If RECEIVING PARTY receives any subpoena or court order requiring disclosure of Confidential Information or otherwise
believes in good faith that a disclosure of Confidential Information is required by law, RECEIVING PARTY shall
immediately notify DISCLOSING PARTY. RECEIVING PARTY shall, at DISCLOSING PARTY's direction, cooperate
fully with DISCLOSING PARTY in challenging any subpoena or court order requiring the disclosure of Confidential
Information. If required by DISCLOSING PARTY, RECEIVING PARTY shall require each person or entity to whom
Confidential Information is provided to execute a certification that the person or entity understands the limitations on
disclosure and use and will maintain the confidentiality of the Confidential Information and not use it other than as
contemplated by this Master Agreement. Unless the parties agree otherwise, the confidentiality and other obligations imposed
by this Section shall survive for a period of three (3) years after termination or expiration of this Master Agreement.
15.5. RECEIVING PARTY acknowledges that the unauthorized disclosure of any Confidential Information may cause irreparable
harm and significant injury that may be difficult or impossible to ascertain. RECEIVING PARTY therefore agrees that
specific performance or injunctive relief, in addition to other legal and equitable relief, are appropriate remedies for any actual
or threatened violation or breach of this Master Agreement or an Order. RECEIVING PARTY shall not allege or assert that
DISCLOSING PARTY has an adequate remedy at law in respect to the relief sought in any such proceeding, nor shall
RECEIVING PARTY seek the posting of a bond by DISCLOSING PARTY in any such action.
15.6. Neither the name of Space Provider nor the name of any Space Provider facility or property shall be used in any advertising or
other promotional context by Requestor or its contractors without the prior written consent of Space Provider (which may be
withheld by Space Provider in its sole discretion).
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16. ASSIGNMENT:
Neither Party shall transfer or assign all or any part of this Master Agreement or its rights or obligations hereunder or otherwise
dispose of any right, title or interest herein without the prior written consent of the other Party, which consent shall not be
unreasonably withheld or delayed. Notwithstanding the foregoing, APS may, without the need for consent from COUNTY, (a)
transfer, assign or delegate this Master Agreement or its rights or obligations hereunder to its affiliates, or (b) transfer, assign or
delegate this Master Agreement to any person or entity succeeding to all or substantially all of the assets of APS.
17. ENTIRE AGREEMENT:
This Master Agreement and the Site-Specific Supplemental Agreements shall constitute the entire agreement among the Parties
and shall supersede all prior proposals, representations, negotiations, or letters, whether written or oral. The Parties shall not be
bound by or be liable for any statement, representation, promise, inducement, or understanding of any kind relating to the subject
matter hereof not set forth in this Master Agreement or any Site-Specific Supplemental Agreement. This Master Agreement or any
Site-Specific Supplemental Agreement may be modified only in writing, and duly authorized representatives of both parties shall
sign any such modification.
18. GOVERNING LAW:
This Master Agreement shall be governed by and interpreted in accordance with the substantive and procedural laws of the State of
Arizona, notwithstanding any Arizona conflict of law provision to the contrary. Any court action arising under this Master
Agreement shall be instituted only in the Superior Court of Maricopa County, Arizona, or the Federal District Court for the District
of Arizona, and such Courts shall have exclusive jurisdiction.
19. NOTICES:
Any notice, demand or request provided for in this Master Agreement, or served, given or made in connection with this Master
Agreement, shall be in writing and shall be deemed properly served, given or made if delivered in person, by facsimile or other
electronic means (with hardcopy follow up in writing), or sent by registered or certified mail or overnight courier, postage prepaid, to
the persons specified below:
To APS:
Arizona Public Service Company
P.O. Box 53933, MS 3164
Phoenix, AZ 85072-3933
Attn: Mr. Dominic Pagliuca, Group Mgr, I/T
Phone No: 602-371-7063
To COUNTY:
Maricopa County Real Estate Services
Attn: Deputy Chief Real Estate Officer
2801 W. Durango
Phoenix, AZ 85009
Notice given by personal delivery or overnight courier shall be effective upon receipt. Notice given by registered or certified mail
shall be effect three (3) business days following the date deposited in the U.S. mail. Notice given by facsimile or other electronic
means shall be effective upon receipt if received during the recipient's normal business hours, or at the beginning of the recipient's
next business day after receipt if not received during the recipient's normal business hours. Any Party may at any time, by written
notice to the other Party, change the designation or the address of the person so specified. This Section does not apply to notices
and requests of a routine character. Such routine notices and requests shall be given in such manner, as the Parties from time to
time shall arrange.
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20. REPRESENTATIONS AND WARRANTIES; BINDING OBLIGATIONS:
Each Party warrants and represents to the other Party, as of the Effective Date, that it has the corporate, governmental or other legal
capacity, authority and power to execute, deliver and perform under this Master Agreement; provided, however, that both parties
acknowledge that the performance of both parties under this Master Agreement is subject to obtaining any and all licenses, license
modifications, authorizations or rule waivers, if required, from applicable federal, state, and municipal regulatory bodies for the use
of the Space by Requestor as provided in this Master Agreement. All of the obligations set forth in this Master Agreement shall
bind the Parties, successors and permitted assigns.
21. UNCONTROLLABLE FORCE:
21.1. The term "Uncontrollable Force" shall mean any cause beyond the control of the Party unable to perform such obligation,
including, failure of or threat of failure of facilities, flood, earthquake, storm, volcanic eruption, geo-hydrologic subsidence,
fire, pestilence, lightning, and other natural catastrophes, epidemic, war, riot, civil disturbance or disobedience, strike, labor
dispute, labor, fuel, transportation or material shortage, sabotage, subversion, action or restraint by court order or public or
governmental authority (whether valid or invalid (so long as the Party claiming Uncontrollable Force has not applied for or
assisted in the application for, and has opposed where and to the extent reasonable, such government action or restraint)), and
action or non-action by or inability to obtain or keep the necessary authorizations or approvals from any governmental agency
or authority, which by exercise of due diligence such Party could not reasonably have been expected to avoid and which, by
exercise of due diligence, it has been unable to overcome. It is the intent of the Parties that the foregoing examples shall not
be used as a limitation on the term, "uncontrollable force" in interpreting or construing this Master Agreement. Rather the
Parties intend a liberal interpretation of the term and accordingly intend that in questions of assumption of risk or
contingencies, whether foreseen or not, the presumption shall be that risks not explicitly assumed by a Party are not assumed
by said Party, if in fact, they are uncontrollable even with foresight. Nothing contained herein shall be construed as to require
a Party to settle any strike or labor dispute in which it may be involved.
21.2. If any Party delays or is rendered unable to fulfill any of its obligations hereunder by reason of an Uncontrollable Force, that
Party ("Non-Performing Party") shall give prompt written notice with full details of the Uncontrollable Force to the other
Party, and may request, in its notice, an extension of time for its performance. A Non-Performing Party that complies with the
notice provisions in this Section shall be granted in writing an extension of time for performance of its obligations (except the
obligations to make payment, if any) equal to the time performance is delayed by the Uncontrollable Force. The Non-
Performing Party shall exercise due diligence to remove such inability with all reasonable expediency. During the period of
time in which the Non-Performing Party is granted an extension of time for its performance under this Section, the Non-
Performing Party shall not be considered to be in default in the performance of any of its obligations hereunder (other than
obligations to make payments).
21.3. Destruction of Space or Premises.
21.3.1. Notwithstanding anything to the contrary in this Master Agreement, in the event a Space or Premises is wholly or partially
damaged or destroyed by an Uncontrollable Force or is otherwise damaged or destroyed to such an extent as to be
rendered wholly unsuitable for Requestor's permitted use hereunder, then either Party may elect within ten (10) business
days after such damage or destruction, to terminate the Site-Specific Supplemental Agreement applicable to the damaged
or destroyed Space or Premises, and if either Party shall so elect, by giving the other written notice of termination, both
Parties shall stand released of and from further liability under the terms hereof.
21.3.2. If the Space or Premises shall suffer only minor damage and shall not be rendered wholly unsuitable for Requestor's
permitted use, or is damaged and the option to terminate is not exercised by either Party, Space Provider covenants and
agrees to proceed promptly without expense to Requestor, except for improvements not the property of Space Provider, to
repair the damage. Space Provider shall have a reasonable time within which to rebuild or make any repairs, and such
rebuilding and repairing shall be subject to delays caused by storms, shortages of labor and materials, government
regulations, strikes, walkouts, and causes beyond the control of Space Provider, which causes shall not be construed as
limiting factors, but as exemplary only. Notwithstanding anything to the contrary in this Master Agreement, Space
Provider reserves the right, at its sole discretion, not to rebuild or repair any damaged Space or Premises. If Space
Provider decides not to rebuild or repair, then it shall use reasonable commercial efforts to provide an alternative space to
Requestor with similar environmental conditions as the original Space.
22. COMPLIANCE WITH LAWS:
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The Parties and their respective employees, agents, and representatives shall at all times comply with applicable law.
23. RELATIONSHIP OF THE PARTIES:
Nothing herein contained shall be construed to create an association, joint venture, trust or partnership, or to impose a trust or
partnership covenant, obligation or liability on or with regard to any of the Parties. Each Party shall be responsible for its own
covenants, obligations and liabilities as herein provided and any collective covenants, obligations and liabilities described in any
attachments to this Master Agreement. No Party shall be under the control of or shall be deemed to control the other Party. No
Party shall be the agent of or have a right or power to bind the other Party without its express written consent, except as expressly
provided in this Master Agreement. Nothing contained in this Master Agreement shall be construed as a limitation, restriction, or
prohibition against Space Provider with respect to any agreement or arrangement that Space Provider has previously entered into or
may in the future enter into with any third parties regarding the Space or Premises. The rights of Requestor shall at all times be subject
to any such existing agreement or arrangement, and to any such future agreement(s) or arrangement(s) with such third parties.
24. SEVERABILITY:
If any term, covenant or condition of this Master Agreement, or the application of such term, covenant or condition, shall be held
invalid as to any person or circumstance by any court or regulatory authority having jurisdiction, all other terms, covenants or
conditions of this Master Agreement and their application shall not be affected thereby, but shall remain in force and effect unless a
court or regulatory authority holds that the provisions are not severable from all other provisions of this Master Agreement.
25. INTERPRETATION:
The captions of the section headings hereof are for convenience only and shall not govern or influence the interpretation hereof.
This Master Agreement is the result of negotiations between the Parties and, accordingly, shall not be construed for or against any
Party regardless of which entity drafted this Master Agreement or any portion thereof.
26. WAIVER:
No delay in exercising any right or remedy shall constitute a waiver unless such right or remedy is waived in writing signed by the
waiving Party. The waiver by any Party of any right or remedy hereunder shall not be construed as a waiver of any other right or
remedy, whether pursuant to the same or a different term, condition or covenant.
27. ATTORNEY'S FEES:
The prevailing party in any proceedings instituted by either Party regarding a dispute concerning this Master Agreement shall be
entitled to recover its reasonable attorney's fees, costs, and expenses.
28. SURVIVAL:
Termination of this Master Agreement shall not relieve either Party of any obligation under this Master Agreement which
expressly or by implication survives termination of this Master Agreement, including its obligations under the following section
headings: Assumption of Risk; Limitation of Liability; Confidentiality and Advertising; Governing Law; Dispute Resolution; and
Attorney's Fees.
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29. SIGNATURE:
The signatories hereto represent that they have been appropriately authorized to enter into this Master Agreement on behalf of the
Party for whom they sign. This Master Agreement is hereby executed as of the _____day of __________, 2015.
Arizona Public Service Company
By:_____________________________________
Name: Bryan Kearney
Title: VP Chief Information Officer, Information Technology,
Witness:
_______________________________ Date: _____________________
Maricopa County
By: _____________________________________
Name: Steve Chucri
Title: Chairman of the Board of Supervisors
Attest:
__________________________________ Date: ____________________
Clerk of the Board of Supervisors
Approved as to form:
_________________________________ Date: ______________________
Deputy County Attorney
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EXHIBIT A
TO MASTER AGREEMENT FOR JOINT USE OF FACILITY SPACE BETWEEN ARIZONA PUBLIC SERVICE
COMPANY AND MARICOPA COUNTY
SITE-SPECIFIC SUPPLEMENTAL AGREEMENT
This Site-Specific Supplemental Agreement is made as of _____________(the "Effective Date") and incorporates all
definitions, terms and conditions of that certain MASTER AGREEMENT FOR JOINT USE OF FACILITY SPACE, dated
__________ (the "Master Agreement") by and between Arizona Public Service Company ("APS"), and Maricopa County
("COUNTY").
1. Address of Space Provider Premises:_____________________________________________________
2. Coordinates (NAD83):_______________________________________
3. Elevation (AMSL) (meters):______________________________________
4. Overall Tower Height with appurtenances (AGL) (meters):__________________________
5. Space Provider landlord and lease information, if applicable:
_________________________________________________________________________________________
6. Description of Equipment to be installed: (List of Equipment to be attached to this Site-Specific Supplemental
Agreement by Requestor):
__________________________________________________________________________________________________
_______________________________________________________________________________________________
7. Delineation of Space: (Floor plan to be attached to this Site-Specific Supplemental Agreement by Space Provider. In
addition, Requestor must attach all applicable Requestor specifications or drawings in connection with this Site-Specific
Supplemental Agreement.)
8. Requestor 24-hour maintenance number:___________________
9. Estimated construction start date: _______________ Estimated construction completion date: _______________
10. Space requirements:
a) Rack/Cabinet space requirement: ___________________________(typ. 19"W x 90"H EIA Std. Open Rack Preferred)
b) Power requirements (AC or DC) (Volts/Amp Draw) (Duty Cycle):
______________________________________________
c) Backup Power Req'd? [ ] Yes [ ] No Expected Minimum Runtime: _____(hrs)
11. Tower space requirement:
a) Antenna 1 type:OMNI [ ] DIRECTIONAL: [ ], if so, Azimuth (T): _____ Model: _________________
AGL: ___________, Coax/Waveguide Type: _____________
b) Antenna 2 type:OMNI [ ] DIRECTIONAL: [ ], if so, Azimuth (T): _____ Model: _________________
AGL: ___________, Coax/Waveguide Type: _____________
c) Antenna 3 type:OMNI [ ] DIRECTIONAL: [ ], if so, Azimuth (T): _____ Model: _________________
AGL: ___________, Coax/Waveguide Type: _____________
d) Antenna 4 type:OMNI [ ] DIRECTIONAL: [ ], if so, Azimuth (T): _____ Model: _________________
AGL: ___________, Coax/Waveguide Type: _____________
-------------------------------------------EXPAND AS NECESSARY -----------------------------------------------------
12. Proposed location on tower (attach photos if available):
_________________________________________________________________________________________
13. Copy of FCC License(s) attached? [ ]Yes [ ]No
14. Requestor’s special needs for access to Space Provider’s backhaul (alternate route, etc. on case by case basis with
special terms and conditions): ____________________________________________________________________
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15. Special Terms and Conditions (as applicable):
__________________________________________________________________________________________________
__________________________________________________________________________________________________
APPROVALS:
REQUESTOR SPACE PROVIDER
By: _____________________________ By: __________________________________
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