HomeMy WebLinkAboutResolution 2004-027 purchase of the transmisson tower at 5100 w ina roadMARANA RESOLUTION NO. ~ 2004-27*
A RESOLUTION OF THE MAYOR AND TOWN COUNCIL OF THE TOWN OF
MARANA, ARIZONA, AUTHORIZING THE TOWN MANAGER TO EXECUTE
ANY AND ALL DOCUMENTS NECESSARY TO EFFECTUATE THE PURCHASE
OF THE TRANSMISSION TOWER LOCATED AT 5100 W. INA ROAD FOR SIXTY
SEVEN THOUSAND FIVE HUNDRED DOLLARS.
WHEREAS, the Town of Marana (Town) is in need of a transmission tower for
its wireless wide-area network (WWAN); and
WHEREAS, Southwest Transmission Cooperative, Inc. CSWTransco") is selling
its transmission tower located at 5100 W. Ina Road; and
WHEREAS, the Town currently receives a pro-rata share of income from the
lease of tower space to cellular phone providers, specifically Sprint and Cricket; and
WHEREAS, the existing contracts with the cellular phone providers have
renewable terms extending beyond ten and fifteen years; and
WHEREAS, the Town and SWTransco agree to share in the revenues generated
from the lease of tower space to Sprint and Cricket for a period not to exceed fifteen
years; and
NOW, THEREFORE, BE IT RESOLVED by the Mayor and Council of the Town
of Marana, Arizona, that the Town Manager is authorized to execute any and all
documents necessary to effectuate the acquisition of the transmission tower for
sixty seven thousand five hundred dollars.
PASSED AND ADOPTED by the Mayor and Council of the Town of Marana,
Arizona, this 3rd day of March, 2004.
*Resolution No. 2004-20 was p~viously assigned so this resolution has been re-numbered 2004-27.
ATTEST:
Jocelyn ~fl~Bronson
Town Clerk
APPROVED AS TO FORM:
r C ' '
AGREEMENT OF SALE OF EQUIPMENT
BETWEEN
SOUTHWEST TRANSMISSION COOPERATIVE, INC. AND
THE TOWN OF MARANA
This Agreement is made effective upon approval and execution by and between
Southwest Transmission Cooperative Inc., an Arizona non-profit corporation (the
"Seller"), and the Town of Marana, an Arizona municipal corporation (the "Buyer").
WHEREAS, Seller wishes to sell to Buyer and Buyer wishes to purchase from
Seller a Communications Tower located at 5 100 West Ina Road, Tucson, Arizona.
NOW, THEREFORE, Seller and Buyer agree as follows.
I Sale of Equipment. Seller agrees to sell and Buyer agrees to buy the
Equipment hereinafter described upon the terms and conditions hereinafter
stated.
2. Description of Equipment. The Equipment includes a Microflect model
60-L430-90, 90 foot, three leg, x-braced, self supporting, galvanized steel
tower with top rotating antenna platform set on a reinforced concrete
foundation (the "Equipment").
3. Location. The Equipment and support facilities are located on a parcel,
which is part of tax I.D. #226-35-0110 and lies in the SW 1/4of Section 36,
T12S, R12E, more particularly described as being a 30'x 70' fenced portion
of the office facility at 5 100 West Ina Road, Marana, Arizona.
4. Terms of Payment. On or before the fifteenth (15th) day of each month,
Buyer shall pay to Seller of immediately available funds a minimum sum of
$1,700, according to the terms and conditions set-forth in the Promissory
Note attached hereto as Exhibit A and incorporated by this reference. If the
fifteenth (15th) day of the month is a Saturday, Sunday or legal holiday in
Arizona, then Buyer shall pay Seller such dollar amount on the next
following day which is not a Saturday, Sunday or legal holiday in Arizona.
Until full and complete payment is received by Seller, Seller retains a
security interest in the Equipment to secure payment and performance of
the payment obligations of Buyer.
5. Warranties and Indemnity of Seller
5.1 The Seller hereby represents and warrants to the Buyer that:
TACORP CNSL\SWTC\C0NTRACTS\Sa1e of Marana Tower.doc
Sale of Marana Tower.doc
Page 2 of 4
(a) Seller is duly incorporated and validly existing under the laws
of the State of Arizona and has taken all necessary corporate
action to authorize the execution, delivery and performance of
this Agreement, which constitutes its legally valid and binding
agreement enforceable against Seller in accordance with its
terms;
(b) Seller is the true and lawful owner of the Equipment; and,
(c) that the Equipment is free of all legal claims, encumbrances,
offsets or other adverse rights.
5.2 Seller will indemnify Buyer against any liability and hold Buyer
harmless from and pay any loss, damage, cost and expense
(including, without limitation, attorneys' fees and disbursements and
court costs) which Buyer incurs arising out of or in connection with
any breach of any of Seller's warranties under this Section. THE
BUYER TAKES THE EQUIPMENT "AS-IS." EXCEPT FOR THE
WARRANTY OF OWNERSHIP STATED ABOVE, SELLER
DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND
WHATEVER, EXPRESS OR IMPLIED, INCLUDING, WITHOUT
LIMITATION, IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE, AND ALL OTHER SUCH IMPLIED WARRANTIES.
6. Buyer Warranties. The Buyer hereby represents and warrants to the
Seller that:
(a) the Equipment shall remain fixed on the premises described above;
(b) Buyer will maintain insurance on the Equipment in form and
amounts acceptable to Seller and the polices shall be payable to both
the Buyer and the Seller as their interests appear;
(d) Buyer will keep the Equipment free from any adverse lien, security
interest or encumbrance and in good order and repair and will not
waste or destroy the Equipment or any part thereof;
(e) Buyer will pay promptly when due all taxes and assessments upon
the Equipment or for their use or operation. At its option, Seller may
discharge taxes, liens or security interests or other encumbrances at
any time levied or placed on the Equipment, may pay for insurance
on the Equipment and may pay for the maintenance and preservation
TACORP CNSL\SWTC\C0NTRACTS\Sa1e of Marana Tower.doc
Sale of Marana Tower.doc
Page 3 of 4
of the Equipment. Buyer agrees to reimburse Seller on demand for
any payment made, or any expense incurred by Seller pursuant to the
foregoing authorization and to pay costs of collection hereof,
including reasonable attorneys' fees; and,
(f) Until default, that Buyer shall possess of the Equipment and use it in
any lawful manner consistent with this agreement, consistent with
any policy of insurance thereon, and consistent with existing
subleases or licenses granted by Seller to third parties.
7. Default.
(a) Buyer shall be in default under this agreement upon the happening of
any of the following events or conditions:
(i) Default in the payment or performance of any obligation,
covenant or liability contained or referred to herein;
(ii) Any warranty, representation or statement made or furnished
to Seller by or on behalf of Buyer proves to have been false in
any material respect when made or furnished; or
(iii) Loss, theft, damage, destruction, sale or encumbrance to or of
the Equipment, or the making of any levy, seizure or
attachment thereof or thereon.
(b) Upon such default and at any time thereafter, Seller may declare the
entire unpaid balance owed under this agreement plus any other
sums owed hereunder immediately due and payable and shall have
all legal remedies of a secured party. Expenses or retaking, holding,
preparing for sale, selling or the like shall include Seller's reasonable
attorneys'fees and legal expenses.
8. Waiver. No waiver by Seller or any default shall operate as a waiver of
any other default or of the same default on a future occasion.
9. Assignment. Buyer and Seller shall not assign any interest or right
provided in this Agreement, without the prior written consent of the other.
10. Binding Agreement. The terms and provisions hereof shall be binding
upon Buyer, its officers, and agents, and shall inure to the benefit of Seller,
its officers, agents, successors and assigns, or affiliates.
TACORP CNSL\SWTC\CONTRACTS\SaIe of Marana Tower.doc
Sale of Marana Tower.doc
Page 4 of 4
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year last written below.
SOUTHWEST TRANSMISSION
COOPERATIVE, INC.
P.O. Box 2195
Benson, AWona 85602
B
Officer
TOWN OF MARANA
13251 N. Lon Adams Rd.
Marana, AZ 85653
Michael A. Reuwsaat
Town Manager
Date:
Date: J)4e/0A/
/ I
TACORP CNSL\SWTC\C0NTRACTS\Sa1e of Marana Tower.doc
Exhibit A
PROMISSORY NOTE / SECURITY INTEREST
Amount; Interest Rate
Pursuant to the Agreement of Sale of Equipment (the "Agreement") and for
value received, the undersigned, Town of Marana, an Arizona municipal
corporation organized and existing under the laws of Arizona, promises to
pay to the order of Southwest Transmission Cooperative, Inc.
("SWTransco"), a corporation organized and existing under the laws of
Arizona, the principal sum of sixty-seven thousand five hundred and
00/100 United States dollars (U.S.$67,500.00), and interest on the
outstanding principal balance from the date hereof at the rate of six
percent (6%) per annum.
Payment Schedule
Security Interest
Default
Default Interest
This note shall be payable in monthly installments of a minimum of One
Thousand Seven Hundred dollars ($1,700) beginning on the fifteenth day
of March 2004, and continuing thereafter each month until said remaining
obligation has been paid in full. Accrued interest under this note shall be
payable with each installment of principai.
Until full and complete payment is received by Seller, Seller retains a
security interest in the Equipment to secure payment and performance of
the payment obligations of Buyer.
If any of the following events shall occur, the outstanding principal
balance of this note secured hereby together with accrued interest thereon
shall, on demand by the holder of this note, be due and payable: (i) if any
amount owing under this note is not paid when due; (ii) upon a default
under any other provision of this note or under the Agreement; (111) upon a
breach of any representation or warranty under this note or under the
Agreement; (iv) or upon the liquidation or dissolution of the municipal
corporation.
The outstanding balance of any amount owing under this note, which is
not paid when due, shall bear interest at the rate of four percent (4.0%) per
annum above the rate that would otherwise be in effect under this note.
TACORP CNSL\SWTC\CONTRACTS\Marana Promissory Note.doc Page I of 4
Usury Clause
Payment Method
Notwithstanding any other provision of this note, interest under this note
shall not exceed the maximum rate permitted by law; and if any amount is
paid under this note as interest in excess of such maximum rate, then the
amount so paid will not constitute interest but will constitute a prepayment
on account of the principal amount of this note. If at any time the interest
rate under this note would, but for the provision of the preceding sentence,
exceed the maximum rate permitted by law, then the outstanding principal
balance of this note shall, on demand by the holder of this note, become
and be due and payable.
All payments of principal and interest may be made by Check in
immediately available funds on the due date thereof at:
Southwest Transmission Cooperative, Inc.
C/O Blanche McCune
Financial Services
P.O. Box 2195
Benson, AZ 85602
Taxes
Expenses
Governing Law
In the alternative, the parties may enter a separate letter agreement
granting SWTransco authority to collect rents and payments from certain
contracts transferred to the Town of Marana from SWTransco by an
Agreementfor Sale of Contract Rights, and apply such rents and payments
to the principal and interest obligated under this note until such time as
this note is satisfied and paid in full.
All payments under this note shall be made without defense, set-off or
counterclaim, free and clear of and without deduction for any taxes of any
nature now or hereafter imposed.
The undersigned agrees to pay on demand all expenses of collecting and
enforcing this note and any guarantee or collateral securing this note,
including, without limitation, expenses and fees of legal counsel, court
costs and the cost of appellate proceedings.
This note and the obligations of the undersigned shall be governed by and
construed in accordance with the law of the State of Arizona, U.S.A. For
purposes of any proceeding involving this note or any of the obligations of
the undersigned, the undersigned hereby submits to the non-exclusive
TACORP CNSUSWWWONTRACTSWarana Promissory Note.doc Page 2 of 4
jurisdiction of the courts of the State of Arizona and of the United States
having jurisdiction in the County of Pima, State of Arizona, and agrees not
to raise and waives any objection to or defense based upon the venue of
any such court and any objection or defense based upon forum non
conveniens. The undersigned agrees not to bring any action or other
proceeding with respect to this note or with respect to any of its
obligations in any other court.
Waiver of Presentment
The undersigned waives presentment for payment, demand, protest and
notice of protest and of non-payment.
Delay; Waiver
Filing; Recordation
Prepayment
Amendment
The failure or delay by the holder of this note in exercising any of its
rights hereunder in any instance shall not constitute a waiver thereof in
that or any other instance. The holder of this note may not waive any of its
rights except by an instrument in writing signed by the holder.
This note shall be duly recorded in the Office of the Pima County
Recorder and Seller shall file with the Arizona Secretary of State a
financing statement and shall be listed as a secured lender until all debts
and obligations under this note have been satisfied in full.
The undersigned may prepay all or any portion of the principal of this note
at any time and from time to time without premium or penalty. Any such
prepayment shall be applied against the installments of principal due under
this note in the inverse order of their maturity and shall be accompanied
by payment of accrued interest on the amount prepaid to the date of
prepayment.
This note may not be amended without the written approval of the holder.
Town of Mara a
By:
Michael A. Reuwsaat
Town Manager
Date: VJ/ 1 0
TACORP CNSL\S)&7C\CONTRACTS\Marana Promissory Note.doc Page 3 of 4
STATE OF ARIZONA
ss.
COUNTY OF PIMA
me LJOP
D Ve,
On this day ofmqjt&h 200y, before MINficiiiq 'D a
Notary Public in and for the County of Pima, State of Arizona, personally appeared
jgj"eL .4. Peuiwls"-t to me known to be the person named in and who executed the
foregoing instrument, and acknowledged that he executed the same as his voluntary act and deed.
Notary Public
My Commission Expires 4?5 LH INOTARy UBLIC
1 0 1 A I L OF ARIZONA
County 01 Pima
DIANE MANGIALARDi
11V "Nioantimpnt Expifc?? 03. 1 -7-04
03 17 04
TACORP CNSL\SVN`r0C0NTRACTS\Marana Promissory Note.doc Paoe 4 of 4
zn
AGREEMENT OF SALE OF CONTRACT RIGHTS
BETWEEN
SOUTHWEST TRANSMISSION COOPERATIVE, INC. AND
THE TOWN OF MARANA
This Agreement is made effective upon approval and execution by and between
Southwest Transmission Cooperative Inc., an Arizona non-profit corporation (the
"Seller"), and the Town of Marana, an Arizona municipal corporation (the "Buyer").
WHEREAS Arizona Electric Power Cooperative, Inc. and Trico Electric
Cooperative, Inc. were the original parties to a Lease Agreement dated June 24, 1997
(the "Lease"), a copy of which is attached hereto as Exhibit A, whereby Arizona
Electric Power Cooperative, Inc. leased from Trico Electric Cooperative, Inc. certain
property and interests described therein for telecommunication purposes;
WHEREAS, Seller is the successor in interest to Arizona Electric Power
Cooperative, Inc., which, as part of restructuring process, conveyed and assigned its
rights and interests in the Lease to Southwest Transmission Cooperative, Inc.
("SWTransco");
WHEREAS, Seller subsequently entered into license contracts, the first contract
dated December 6, 1996 with Sprint Spectrum (the "Sprint Contract" and "Sprint"
respectively), a copy of which is attached hereto as Exhibit B, and the second
contract dated September 1, 2000 with Cricket Arizona Property Company (the
"Cricket Contract" and "Cricket" respectively), a copy of which is attached hereto as
Exhibit C, granting certain license rights to equipment owned by Seller or sublease
rights in the Lease;
WHEREAS, Buyer subsequently acquired title to real property located at 5 100 West
Ina Road, Marana, Arizona from Trico Electric Cooperative, Inc., along with certain
improvements and associated rights and interests in the property, including the
Leased property, and, as such, is the successor in interest to Trico Electric
Cooperative, Inc.; and,
WHEREAS, Seller wishes to sell and assign to Buyer and Buyer wishes to purchase
and receive from Seller certain of Seller's rights under the Sprint Contract and the
Cricket Contract (collectively, the "Contracts") and the Lease, all on the terrns
hereinafter set forth.
TACORP CNSL\SWTC\C0NTRACTS\Sa1e of Marana Tower Contracts.doc February 5, 2004
Sale of Marana Tower Contracts.doc
Page 2 of 5
NOW, THEREFORE, Seller and Buyer agree as follows.
1 . Sale of Rights; Assumption of Obligations; Buyer's Indemnity
(a) Seller hereby sells, transfers and assigns to Buyer all of Seller's rights
under the Lease and Contracts except that Seller shall retain and reserve to
Seller rights to certain income as is more fully described herein. Buyer
hereby accepts such sale, transfer and assigm-nent and assumes and agrees to
perform all of Seller's obligations under the Contracts. Concurrently with the
execution of this Agreement, Seller is delivering to Buyer an originally signed
copy of each Contract.
(b) Buyer warrants and confirms to Seller that Buyer has read, is fully
familiar with, and is fully satisfied with the Contracts, and that Buyer
has investigated and is fully satisfied with Sprint and Cricket as
licensees under the Constracts. Buyer also warrants and confirms to
Seller that Seller will incur no liability or obligation to Buyer arising
out of or in connection with (i) any term or provision of any Contract
or any future default by Sprint or Cricket, or (ii) any defect in or
condition of or other matter relating to the Contracts.
(c) Buyer will indemnify Seller against any liability and hold Seller
harmless from and pay any loss, damage, cost and expense (including,
without limitation, attorneys' fees and disbursements and court costs)
which Seller incurs arising out of or in connection with any default by
Buyer under the Contracts or the breach of any of Buyer's warranties
under this Agreement.
2. Payment; Reservation of Right of Income. In consideration of the rights
transferred to Buyer herein, Seller reserves rights to that portion of the
revenue or rental fees paid by Sprint and Cricket, pursuant to their respective
Contracts for a period of fifteen (15) years, as provided in the Schedule of
Revenues, attached hereto as Exhibit D and incorporated by this reference.
The administrator of the Contracts, whether by Seller or Buyer, shall, within
ten (10) days of receiving any revenue or rental fees from the Contracts,
forward the applicable portion of the revenue or rental fees to the other party
pursuant to the Schedule of Revenues for the applicable period.
3. Grant of Security Interest. To secure its obligations under this Agreement,
the Buyer hereby grants the Seller a security interest in all of the Buyer's
right, title and interest in, to and under (A) the Contracts, (B) claims for
moneys due or to become due to the Buyer under the Contracts, (C) any
TACORP CNSL\SWTC\C0NTRACTS\Sa1e of Marana Tower Contracts.doc February 5, 2004
Sale of Marana Tower Contracts.doc
Page 3 of 5
claims for damages in respect of any breach of the Contracts, and (D) the
proceeds from any of the foregoing.
4. Warranties and Indemnity of Seller
4.1 The Seller hereby represents and warrants to the Buyer that:
(a) Seller is duly incorporated and validly existing under the laws
of the State of Arizona and has taken all necessary corporate
action to authorize the execution, delivery and performance of
this Agreement, which constitutes its legally valid and binding
agreement enforceable against Seller in accordance with its
terms;
(b) Seller is the sole owner of the rights under the Contracts, which
it is selling to Buyer pursuant to the terms and conditions of this
Agreement;
(c) Seller has not previously sold, transferred, assigned or
encumbered any of its rights under the Contracts;
(d) there are no claims against or options or other adverse rights
outstanding with respect to any of the rights of Seller under the
Contract; and,
(e) Exhibits B and C are true and complete copies of the respective
Contracts, there are no amendments to the Contracts, there has
never been a default under and no party is in default (without
regard to any notice or lapse of time or both) under the
Contracts, and each Contract is in full force and effect;
4.2 Seller will indemnify Buyer against any liability and hold Buyer
harmless from and pay any loss, damage, cost and expense (including,
without limitation, attorneys' fees and disbursements and court costs)
which Buyer incurs arising out of or in connection with any breach of
any of Seller's warranties under this Section. SELLER MAKES NO
OTHER WARRANTY OF ANY KIND WHATEVER, EXPRESS
OR IMPLIED; AND ALL IMPLIED WARRANTIES ARE HEREBY
DISCLAIMED BY SELLER AND EXCLUDED FROM THIS
AGREEMENT.
TACORP CNSL\SWTC\C0NTRACTS\Sa1e of Marana Tower Contracts.doc February 5, 2004
Sale of Marana Tower Contracts.doe
Page 4 of 5
5. Warranties of Buyer.
The Buyer hereby represents and warrants to the Seller that:
(a) Buyer is duly incorporated and validly existing under the laws
of the State of Arizona and has taken all necessary corporate
action to authorize the execution, delivery and perfon-nance of
this Agreement, which constitutes its legally valid and binding
agreement enforceable against Buyer in accordance with its
terms;
(b) Buyer will not agree to any amendment or termination of the
Contracts or consent to any act or omission by any party that
would result in breach or default under the Contracts or
otherwise impair Seller's rights reserved hereunder;
(c) Buyer will perform its obligations under the Contracts and use
its best efforts to ensure that the parties thereto perform their
obligations under the Contracts;
(d) Buyer will not, without Seller's written consent, sell, transfer,
assign, encumber, or grant any options or other rights in or to
any of part of the Contracts, or the revenues, rent, or payments
thereof;
(e) Buyer will promptly notify Seller of any failure by any party to
perform any of its obligations under or with respect to any part
of the Contracts; and,
(f) Buyer will cause the property and equipment governed by the
Lease and Contracts, or other license or sublease, to be used,
operated and maintained in accordance with the terms of those
agreements and all applicable laws, rules, regulations,
ordinances and insurance requirements;
6. Default.
(a) Buyer shall be in default under this agreement upon the
happening of any of the following events or conditions:
(i) Default in the payment or performance of any
obligation, covenant or liability contained or referred
to herein; or
TACORP CNSL\SWTC\CONTRACTS\SaIe of Marana Tower Contracts.doc February 5, 2004
Sale of Marana Tower Contracts.doc
Page 5 of 5
(ii) Any warranty, representation or statement made or
furnished to Seller by or on behalf of Buyer proves to
have been false in any material respect when made or
furnished.
(b) Upon such default and at any time thereafter, Seller shall have
the right to become the administrator of the Contracts, and
shall direct Sprint and Cricket to remit all payments to Seller
in accordance with section 2 herein, Seller shall otherwise
exercise all legal remedies of a secured party. Expenses or
retaking, holding, preparing for sale, selling or the like shall
include Seller's reasonable attorneys' fees and legal expenses.
7. Governing Law. This Agreement shall be governed and construed in
accordance with the law of the State of Arizona.
8. Amendment. This Agreement may only be amended by an instrument in
writing signed by the Seller and the Buyer.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year last written below.
SOUT14WEST TRANSMISSION
COOPERATIVE, INC.
P.O. Box 2195
Benson, AWona 85602
Officer
Date:
TOWN OF MARANA
13251 N. Lon Adams Rd.
Marana, AZ 85653
13(-na-tpio (L4
Michael A. Reuwsaat
Town Manager
14L,O 4/-
Date: tv
ATTEST:
0? pr- Aff---
?oce1*ynro2 TToown Clerk
r nn ss oo nn,
APPROVED AS TO FORM:
TACORP CNSL\SWTC\C0NTRACTS\Sa1e of Marana Tower Contracts.doe February 5, 2004
A LEASE AGREEMENT
FOR A COMMUNICATIONS SITE
between
ARIZONA ELECTRIC POWER COOPERATIVE, INC.
1000 S. Ilighway 80
P. 0. Box 670
Benson, Arizona 85602
and
TRICO ELECTRIC COOPERATIVE, INC.
5100 West Ina Road
P.O. Box 35970
Tucson, AZ 85740-5970
Exhibit A
TABLE OF CONTENTS
1. Amin:
3
2. PUM)se, Use and WghLof Ac ess: ........
....................... 3
3. AEP :Q
Rcj2r
cje
u UjjQjj
5
-
-
- ,
4. TRICO Represent atio
ns: 4
5. Term and Renewa l:
4
6. Rent&l:
7. Termination:
4
8. InLemnit
.....
......
................................................. 5
9. Ln s u-ca-a c e:
10.
11. Remedies '-'umulative:
12. ED-s-session:
13. 1112
ities:
-
14. Envi
15. &&Iy???:
16. Mbs-cellaneous:
Exhibit A ............................................................. 10
Exhibit B
Exhibit C ............................................................ o 12
AALFASETMFin
LEASE AGREEMENT
This Agreement made between Trico Electric Cooperative, Inc. (TRICO) an Arizona Corporation,
P.O. Box 35970, Tucson, Arizona 85740 and Arizona Electric Power Cooperative, Inc. (AEPCO),
an Arizona Corporation, P.O. Box 670, Benson, Arizona 85602.
WHEREAS, TRICO is the owner of certain Premises described in Exhibit A; and
WHEREAS, AEPCO is a generation and transmission rural electric cooperative providing
power and transmission services in portions of Arizona, New Mexico and California; and
WHEREAS, AEPCO owns and operates a telecommunications facility located on TRICO's
Premises as described in Exhibit A.
WHEREAS, AEPCO requires a lease of said Premises, which TRICO is willing to grant,
for the term and upon the conditions hereinafter set forth;
It is agreed as follows:
D-e-m nis e:
TRICO does hereby demise and let unto AEPCO, and AEPCO does lease and take from TRICO, for
the term and upon the terms and conditions set forth in this Lease Agreement, the Premises more
particularly described in Exhibit "A," together with reasonable right, to use the hereinafter
described appurtenances in connection therewith.
2. f Acce s
?L:
TRICO does hereby grant this Lease Agreement solely for the purpose of AEPCO erecting, rep g,
airin
constructing, replacing and maintaining a communications tower facility ("Facility") on so much of
the dernised Premises, described in Exhibit "A" hereof, as may be owned by TRICO and for any and
all other activities which are in furtherance of said purpose. TRICO additionally grants to AEPCO
the right at AEPCO's discretion and in accordance with Section 10 herein below to sublet portions
of the Premises hereby leased. Further, TRICO grants AEPCO and it assigns the right of reasonable
access over adjoining lands of TRICO, as defined in Exhibit "A" and shown in Exhibit "B," to
permit access for such surveying, erecting, repairing, constructing, replacement and maintenance of
the Facility, as long as such access does not interfere with operations of TRICO. Additionally,
AEPCO will have the right to cut back and trim such portions of the branches and tops of trees now
growing or that may hereafter grow upon the dernised Premises so as to prevent the same from
interfering with AEPCO's use and enjoyment of the demised Premises.
AALEASETMFin
3. AFPCO Re=sentations:
AEPCO agrees to exercise the rights granted herein in a lawful manner, in conformance with all the
statutes, ordinances, and regulations of all governmental bodies, agencies, and/or authorities having
jurisdiction. AEPCO agrees not to use the demised Premises for any other purpose, including the
digging of water wells, accept as are herein listed. AEPCO agrees to maintain the demised Premises,
together with the equipment and property of AEPCO to be situated thereon, and appurtenances in
a clean, sightly and sanitary condition and in good repair, all at its own expense, and not to suffer
nor commit any waste, in or about the demised Premises.
4. THICO Representations:
TRICO makes no representation as to ownership of the Premises or adjoining lands, nor as to their
suitability or legality of use for the intended purposes, and no such representation, or any other
representations, are made by TRICO or shall be implied by operation of law or otherwise.
5. Term and Renewal:
Because of AEPCO's need to maintain a continuing and reliable telecommunications network, this
Lease Agreement shall commence upon execution and shall be for an initial term of 10 years. This
Lease Agreement shall automatically renew for two additional terms of five years each, unless
TRICO or AEPCO provides notice of its intention not to renew not less than one year prior to the
expiration of the Initial Term or any Renewal Term.
6. Rental:
Each time AEPCO subleases the Premises for a sum, then AEPCO will pay to TRICO an amount
as specified in each sublease agreement. Payments due to Trico, by AEPCO, for any Sublease
Agreement will be due on the 15t' day of each month. All terms and conditions of any sublease
agreement shall apply to any payment due to TRICO by AEPCO as a result of the sublease
agreement. Exhibit C is a summary of, premises payments as outlined in the Sprint Spectrum
sublease agreement. If the Premises or a portion is not subleased to other parties, AEPCO will pay
no rental fee. This Lease Agreement and all rights granted herein are granted on the express
condition and limitation, and AEPCO agrees, that it shall exercise all such rights in such a manner
as not to interfere with any operation of TRICO or use of TRICO, either current or future, without
limitation, of any property of TRICO not herein dernised. Should TRICO require the land over
which AEPCO shall be granted right of access herein or hereafter, for its own operation or use,
TRICO shall so notify AEPCO and thereafter grant to AEPCO an alternative right of access.
AEPCO agrees to cooperate with TRICO in such matter.
AEPCO agrees that this Lease Agreement and the conditions contained herein will not restrict,
change, or eliminate any current or future communication need or service of TRICO, whether
provided by AEPCO or other provider.
7. -rin-
, ination
(a) If AEPCO shall fail to pay any sum of money under provisions hereunder required to be
paid, and should such default continue for a period of thirty (30) days, following the receipt of
AALEASETR.Flin -4-
written notice 'of said default sent by TRICO to AEPCO by certified mail, then TRICO shall have
the right to declare this Lease Agreement terminated, and to bring any suitable action to enforce such
declaration and to enter into and take possession of the Premises. In such event, AEPCO agrees to
peaceably return possession of the Premises to TRICO and execute any and a documents
evidencing tem-iination of the Lease Agreement as TRICO may require. If for any reason, other than
the failure to make lease payments hereunder, or Force Majeure, AEPCO fails to perform its
obligations under the terms of this Lease Agreement, TRICO shall give AEPCO written notice,
specifying such failure to perform. In the event that AEPCO does not correct same to TRICO'S
satisfaction reasonably within thirty (30) days of the date of such notice, then TR1CO shall have the
right to pursue any and all of the remedies available to it under this Lease Agreement or by law
including the right to tem-finate the Lease Agreement. Such remedies may be cumulative. Upon
termination of the Lease Agreement, AEPCO shall promptly pay to TRICO any and all sums then
due to TRICO arising out of this Lease Agreement. If a non-monetary default may not reasonably
be cured in a 30 day period, this Lease Agreement may not be terminated by TRICO if AEPCO
commences action to cure the default within such 30 day period and proceeds with due diligence to
fully cure the default.
(b) If TRICO is in default under this Lease Agreement for a period of thirty (30) days following
receipt of notice from AEPCO with respect to a default which may be cured solely by the payment
of money, or thirty (30) days following receipt by TRICO of notice from AEPCO with respect to
a default which may not be cured solely by the payment of money, then in either event, AEPCO may
pursue any remedies available to it against TRICO under applicable law, including, but not limited
to, the right to terminate this Lease Agreement. If a non-monetary default may not reasonably be
cured in a thirty (30) day period, this Lease Agreement may not be terminated by AEPCO if TRICO
commences action to cure the default within such thirty (30) day period and proceeds with due
diligence to fully cure the default.
8. In ?emni :
AEPCO does hereby indemnify and save harmless TRICO, its officers, employees or agents, from
all claims, demands, causes of action or suits of whatever nature arising solely out of AEPCO's use
and enjoyment of the dernised Premises or rights of access thereto. AEPCO assumes entire
responsibility and liability for such losses, expenses, damages, demands and claims in connection
with or arising out of any injury, or alleged injury (including death) or damage, or alleged damage,
to persons or property sustained, or alleged to have been sustained, in connection with, or to have
arisen out of the use and enjoyment of the herein demised Premises or rights of access by AEPCO,
including losses, expenses or damages sustained by TRICO, and herein indemnifies and holds
harmless TRICO from any and all such losses, expenses, damages and claims and agrees to defend
any suit or action brought against TRICO based on any such alleged injury or damage, and to pay
all damages, costs and expenses, including attorney's fees, in connection therewith or resulting
therefrom.
A:MLEASETILFin
9. lava=:
AEPCO agrees to maintain insurance against bodily injury liability and property damage liability for
the full term of the Lease Agreement. AEPCO shall provide a Certificate of Insurance showing a
combined single limit (CSL) of at least $1,000,000, and a Commercial Automobile Liability
Insurance having a CSL of at least $ 1,000,000, and shall ftimish to TRICO evidence of Employer's
Liability and Worker's Compensation Insurance. AEPCO agrees to cause its insurance carrier(s)
to give prompt written notice to TRICO of any lapse of coverage or portion thereof. TRICO shall
be named as an additional insured indicated on the Certificate of Insurance for the term of this Lease
Agreement.
10. AssigaMgnLQL51g&t1inZ:
AEPCO will not assign, or sublet its interest in this lease in whole or in part without the prior written
consent of TRICO. TRICO will be notified of any potential users of the Facility so that it may
review the proposed installation and compensation package. TRICO will not unreasonably reject
or refuse any reasonable offer and will promptly notify AEPCO of their approval or rejection of a
sub-lessee.
As owner of the property subject to this Lease Agreement, TRICO shall incur and be able to
exercise all rights and privileges as given to AEPCO through any sublease. TRICO shall also benefit
from any and all protections given to AEPCO in said subleases. AEPCO shall have the obligation
to protect the interests of TRICO in accordance with the terms of this Agreement, in executing and
administering any sublease agreement.
11. Remedies Cumulative:
The rights and remedies of TRICO under this Lease Agreement are cumulative, and the use of one
or more thereof shall not exclude or waive the right to use of any other remedy.
12. Posse5sion:
AEPCO agrees to surrender possession and occupancy of the Premises peaceably at any termination
of this Agreement.
13. Idl-i-ties:
All Sub-Lessees' shall pay for all of the utility charges assessed by the Electric Service Provider and
its distributor for any electric service connected to the Premises.
14.
AEPCC or any Sub-Lessee shall not deposit any known hazardous materials on the Premises nor
shall AEPCO or Sub-Lessee utilize any known hazardous materials in the operations of this lease.
AEPCO or Sub-Lessees are authorized to use recognized chemicals associated with the maintenance
of the Premises, only if used in accordance with label and Material Safety Data Sheet (MSDS)
specifications and instructions.
AALEASEMFin -6-
AEPCO shall be responsible to ensure compliance with all applicable environmental rules and
regulations that pertain to its use of the Premises, and that of any Sub-Lessee. AEPCO shall protect
the interest of TRICO in accordance with the terms of this Agreement by enforcing the
environmental provisions of any Sublease to eliminate or reduce any exposure or liability of TRICO.
Environmental provisions of any Sublease shall apply to AEPCO in respect to their use of TRICO
property.
15- Sa I Complianc :
AEPCO shall be responsible to ensure compliance with all applicable safety rules and regulations
that Pertain to its use of the Facility, and that of any Sub-Lessee. AEPCO shall protect the interest
of TRICO in accordance with the terms of this Agreement by enforcing the safety provisions of any
Sublease to eliminate or reduce any exposure or liability of TRICO. Safety provisions of any
Sublease shall apply to AEPCO in respect to their use of TRICO Premises.
16. Miscellaneous:
Any notice required, or permitted to be given hereunder, shall be in writing and delivered or mailed
postage prepaid, to the appropriate party, at the address herein before recited. All covenants and
agreements of the lease shall be binding upon and inure to the benefit of the successors and assigns
of the parties hereto, except for the restrictions imposed by Section 10 hereof.
It is further understood that, whenever necessary, words used in this Agreement in the singular shall
also be construed to read in the plural. .
WITNESS WHEREOF, the said parties have caused this instrument to be executed this
_ZleY' of ;j-"A _? 1997.
TRICO I
By :: ELECTRIC COOPE E, - NC.
ARIZON LECTRIC PO"R COOPERATIVE, INC.
By
AALWETXMn
STATE OF _j
)ss.
COUNTY OF
On this, the A?-?ay of -XwA&E-, 9 7 , before me, the undersigned officer, personally
appeared '1=4 3 who acknowledged himself2wrieff to be
of
-:--QxQ-=CLe an
A04
y& corporation, and that he/,she, as such being authorized so to do, executed the foregoing
instrument for the purposes there in contained, by sigriing the name of the corporation by himself
4
as such JZ=I) 7-
IN WITNESS WIMREOF, I hereunto set my hand and official seal.
OFRCIAL SEAL Notary Public
CHARLES WILCOX
NOTARY PUBLIC - ARIZONA
PIMA COUNTY . I
C..b- &.& " lam
A:%LWETXrm
STATE OF Arizona
COUNTY OF Cochise )ss.
On this, the _24thay of june -19-97, before me, the undersigned officer, personally
appeared - Donald W. Kimball who acknowledged hiniselfiamad to be Executive
VP & General Manager Arizona Electric Power Cooperati
of ve, Inc. an Arizona
corporation, and that he/i* as such being authorized so to do, executed the foregoing instrument
for the purposes therein continued, by signing the name of the corporation by himself as such-Executive
VP & General Manager
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
MY COMM14z4nnhi
LQflH, JUNE 16, 2000
,\\\N 0-1rV4 M4?Z//*
0 r'q
0
0 -
I C
..........
C'ry Pl??'
Notary Public
MULEASETR.Fin
EXHIBIT 'An
A parcel of land more particularly described as being a portion of the TRICO headquarters
office property at 5100 West Ina Road, Tucson, Arizona. The Premises lies between the main
office building and the transformer building directly adjoining the main office building. This
parcel of land is fenced and is 301 x 70' in size. The Premises houses AEPCO's communication
tower and support facilities. Normal access is from the west parking lot to a walk-through gate
on the south of the fenced Premises. Occasional equipment access is through TRICO's warehouse
Yard, with prior notification.
This parcel is part of tax I.D.#226-35-0110 and lies in the SW 1/4 of Section 36, T12S,
R12E.
AALEASETR.Ho 10
EXHIBIT 'B"
A,%LEASETR.Fin 11
EXH[Brr tic"
Tile rent as described in Section 6 will be as follows:
Real Estate Use License
Years 1-5 .... ..
Year 6 .... ................................ $1,000-00/month"'?
...
Year 7 ..... .................................. $1,200.00/month,
..
Year 8 .... .................................. $1,244.40/month -
...
Year 9 .................................. $1,290.44/month
Year 10 $1,338.19/month
Year 11 ... ..... $1,387.70/month
...
Year 12 .... ....
.............. $ 1,439.05/month-,;
..
Year 13 .... ....
.. .............. $1,492.29/month
..
Year 14 ..... ....
.............................. $1,547.5 1 /month,
.
Year 15 ... .................................. $1,604.76/month
...
Year 16 ..... .................................. $1,664.14/month
.
Year 17 ..... .................................. $1,725.71/month
.
Year 18 ..... .................................. $1,789.57/month
.
Year 19 ..... .................................. $1,855.78/month
.
Year 20 ..... .................................. $1,924.44/month'
.. ................................. $1,995.65/month
AMENDMENT NO. I
TO LEASE AGREEMENT
TFUS AMENDMENT made between TRICO ELECTRIC COOPERATIVE, INC. (TRICO), an
Arizona Corporation, P. 0. Box 35970, Tucson, Arizona 85740 and ARIZONA ELECTRIC
POWER COOPERATIVE, INC. (AEPCO), an Arizona Corporation, P. 0. Box 670, Benson,
Arizona 85602.
WHEREAS, TRICO and AEPCO entered into a Lease Agreement (LEASE) dated June 24,
1997, concerning AEPCO's use and subletting of certain premises owned by TRICO for
purposes of operating a telecommunications facility; and
WHEREAS, in accordance with the terms of the LEASE, AEPCO has entered into a
Telecommunications Site License Agreement (LICENSE) with Cricket Arizona Property
Company dated September 1, 2000, for the subletting of space on such telecommunications
facility; and
WHEREAS, TRICO and AEPCO desire to amend the LEASE to bring it into conformance with
and implement the terms of the LICENSE.
NOW, THEREFORE, TRICO and AEPCO agree to amend the LEASE as follows:
1. In accordance with Section 6 of the LEASE, the amount of rent received under the
LICENSE to be paid to TRICO is set forth in the attached Exhibit "C- 1, " which shall
be added to and become a part of the LEASE; and
CAwindmvs\TEMp\AMEND I -LcascAgndoc - I -
2. The second sentence of Section 5 of the LEASE is hereby amended by adding two
additional automatic renewal terms of 5 years each, bringing the total number of such
automatic renewal terms to four.
All remaining provisions of the LEASE remain in fufl force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed this
day of 2000.
TRICO ELECTRIC COOPERATIVE, INC.
By:
ARIZONA ELECTRIC POWER COOPERATIVE, INC.
CAwindowsUEMMAMEND I -LcaseAgndoc -2-
CONFIDENTIAL
E3=IT "C- V
RENT
The rent to be paid to TRICO under the Telecommunication Site License Agreement between
AEPCO and Cricket Arizona Property Company shall be as f6llows:
Years 1-5 ............................................. $500.00/month
Year 6-10 ............................................. $600.00/month
Year 11-15 ........................................... $720.00/month
Year 16-20 ........................................... $864.00/month
Year 21-25 .................................... ..... $1,036.80/month
The rental payments will begin on the 15'h day of the first full month after the execution of the
Telecommunication Site License Agreement between AEPCO and Cricket Arizona Property
Company, also known as the Commencement date.
C:\windows\TEMP\AMEND I -LcascAgndoc -3 -
JUL.ie.2001 3:aSPM
I ? _RFALL ECONOMIDIS
LAW OFFICES
WATER-FALL ECONOMIDIS CALDWELL
14ANSHAW VILLAMANA
A Professional Corporation
52 10 East Williams Circle, Suite 800
Tucson, Arizona 85711
Telephone Number., (520) 790-5828
Direct Line: (520) 202,7833
Fax Number: (520) 745,1279
NO. 717 P. I
- FAX COVER SHEET
TO; Gail Casto
FAX 520-586-5347
FROM: Carol Watson / Russell Jones
Number of Pages (Including this page) 4
Client/Matter No,: 19539-408
MESSAGE:
DATE: July 18, 2001
Gail, here's the signed As5ignment and Asstimption of Lease. Russ suggested you contact either the
Marana Town Manager, Mike Hein, or flie Town's attomey, Tom Benavidez: (520) 623-1461.
Town of Marana
Town Hall
13251 N. Lon Adams Road
Marana, AZ 85653
Phone: 520.682.3401
Fax. 520.662,9026
Michael C. Hein, Town Manager, Ext, 202
E-mail:
Michael A. Rauwsaat, Asst. Town Manager, Ext. 209
E-mail: MLftULA!???
Diane Mangialardl, Executive AssIstant, Ext. 210
E-mail:
/)y IaA __ I ?, V /
air -3
If this transmission Is Incomplete or illegible, please call Carol Watson at (520) 790-5828.
Date:
Time:
Sent by:
TWS TELECOPY IS ATTORNEY-CL047 PRIVILEGED AND CONTArNS CONFIDENTIAL TNFOWATTON INTENDED ONLY FOR THE
PERSON(S) NAMED ABOVE, ANY oTTirr, DISTRIBUTION, CO?YrNG Or, DISCLOSURE IS STIUCTLY PROHIBITED. IF YOU HAvr:
RECEIVED THIS TELECOPY IN MOR. PLEASE NOTIFY US MEDIATELY BY TELEFHO?q? AND RETURN THE ORIGINAL
TPANSMISION TO US BY MAIL, WITHOUT NEAKING A COPY. T14ANX YOU,
JUL. ie.--oai 3: 09Pri W? FALL ECON(XIIDIS H0. 717 P . 2,
ASSIGNMENT AND ASSUMPTION OF LEASE
THIS ASSIGNMENT AND ASSUMPTION OF LEASE ("Assiglunent and
Assumption"), effective as of June 2-?f , 2001 ("Effective Date"), is executed by TRICO
ELECTRIC COOPERATIVE, INC., an Arizona nonprofit corporation, as Assignor
("Assignor" or "Trico"), and the TONVIN OF INIARANA, ARIZONA, a municipal corporation,
as Assignee ("Assignee" or "Marana").
RECITALS
A. Trico was the owner of that certain real property com,monly known as 5 100 West
Ina Road, Tucson, Arizona, located within the toAm limits of Marana, for several years prior to
the Effective Date, at which time it conveyed the fee title in and to said real property and all real
property improvements thereon to Marana and Marana is currently tl?e owner of such real
property and real property improvements.
B , During the period of time that Tiico was the owner of the Real Property, it
executed a Lease Agreement for Communications Site ("Lease"") in which Trico is the Lessor
and Arizona Electric Power Cooperative, Inc,, an Arizona corporation ("AEPCO"), is the Lessee,
pertaining to certain real property described in R2? ?bit A attached hereto ("Leased Premises"),
together with certain easements granted by Trico, to AEPCO for access from the public road
system to the Leased Premises. Trico and AEPCO executed an Amendment No. I to Lease
Agreement dated November 3, 2000.
C. AEPCO, as Sublessor, and Sprint Spectrum Limited Partnership, as Sublessee,
executed a Lease Agreement dated December 6, 1996 ("Sprint Sublease"), whereby AEPCO
subleased certain space on the Communications Tower located on the Leased Premises owned by
AEPCO to Sprint to erect, operate, repair, replace, maintain certain equipment on the Leased
Premises.
D. AEPCO, as Licensor, executed a Telecomrriunications Site License Agreement
with Cricket Arizona Property Company, as Licensee ("Cricket License"), dated September 1,
2000, whereby AEPCO licensed to Cricket space on the Con=unications Tower.
E. Trico has provided Marana with tme copies of the Lease, Sprint Sublease and
Cricket License and all amendments thereto,
F. AEPCO is in the process of restructuring whereby, among other things, it will
convey and assign to Southwest Transmission Cooperative, Inc,, a duly incorporated nonprofit
C;
electric generation and transmission cooperative corporation ("TRANSCO"), all of AEPCO's
trwismission business including, but not limited to, all of AEPCO's right, title and interest in the
Lease, Sprint Sublease and Cricket License pursuant to an Assignment, Assumption and
Consent. Trico has consented to, or has agreed to consent to, such Assignme-rit and Assumption.
G. Pursuant to that certain Sale and Purchase Agreement executed by the parties in
connection with the conveyance referred to in Recital A above ("Agreement"), Trico agreed to
assign all of its right, title and interest in and to the Lease to Marana, and Marana agreed to
RV 06126101
19539-0408
JIJL.le.2001 3:09PM W' -RFRLL ECONOMIDIS
NO. 717 P. 3
assume all of Trico's obligations ocCurrIng on and after the Effective Date with respect to the
Lease.
H. This Assignment and Assumption is executed pursuant to the Agreement.
NOW, THEREFORE, the parties mutually agree as follows:
I , The foregoing Recitals are herieby made a part hereof
2. Effective on the Effective Date, Assignor hereby assigns, transfers, sets over and
delivers to Assignee all of Assignor's right, title and interest of the Assignor in and to the Lease,
which incl4es, but is not limited to, payments to Trico by reason of the Sprint Sublease and the
Cricket License,
3. Effective as of the Effective Date, the Assignee hereby assLunes and agrees to
pay, satisfy and perform all covenants, liabilities, agreements and obligations of the Assignor
pursuant to the Lease azising from and after the Effective Date.
4. Marana accepts and agrees to be bound by Trico Is consent to the Assignment and
Assumption set forth in Recital F. -
IN WITNESS WHEREOF, the parties have executed this Assignment and Assumption as
of the Effective Date.
Assignor:
TRICO ELECTRIC COOPERATIVE, INC., an
Arizona nonprofit corporation
By:
Its
Assi,, 0ce:4
TOWN OF MARANA, ARIZONA, a municipal
corporation
By:
Its L:?
REJ 06/26M1
19539-040B 2
j'ijL-. 1 e - 200 1 3: 09Rm W? FALL ECONOMIDIS
EIMIBIT "A"
t Q. 717 P. 4
A parcel of land more particularly described as being ' a portion of the TRICO headquarters
office property at 5100 West Ina Road, Tucson, Arizona. The Premises lies between the main
office building and the transfonner building directly adjoWng the main office building. This
parcel of land is fenced and is 301 x 70' in size. The Premises houses AEPCO's communication
tower and support facilities. Normal access is from the west parking 16t to a walk-through gate
on the south of the fenced Premises. occasional equipment access is through TRICO's warehouse
yard, with prior notification,
This parcel is Pan of tax I.D.#226-35-0110 and lies in the SW 1/4 of Section 36, T12S,
R12E,
??Sprint
IV
February 28, 2001
Arizona Electric Power Coopera
P.O. Box 670
Benson, AZ 85602
Leise Management
%Vest Region
Via Certified Mail - Return Receipt Requested
Re: NOTICE TO CELL SITE LANDLORDS
Site Number: PH04XCO71
r,100 W. Ina Rd
I
Tucson, AZ 85743
Please be advised that the official notice address for Sprint PCS has changed. For the purpose of this
letter, "Sprint PCS" includes affiliated operating entities such as Sprint Spectrum L.P.; Cox PCS
Assets, L.P.; SprintCom, Inc.; and American PCS Communications, L.L.C. You should send all
future notices regarding the above-referenced leased properties to the following address:
Attn: PH04XCO71
Sprint PCS Lease Management Dept. - West Region
4683 Chabot Drive, Suite 100
Mailstop: CAPLNA0l0I
Pleasanton, CA 94588
With a copy to:
Ann: PH04XCO71
Sprint PCS Real Estate Attorney
6391 Sprint Parkway
Mailstop: KSOPHT0101-Z2020
Overland Park, KS 66251-2020
We are committed to maintaining a positive relationship with our cell site landlords. For assistance
pertaining to lease payments, please contact our West Region Lease Management office toll free at I-
800-824-0101.
If you are no longer the landlord for the above site, please notify us in writing, so that we may update
our records.
Sincerely,
Larry Doherty
Director, Site Development
cc: File 4 PH04XCO71
Exhibit B
Lease Agreement between:
Arizona Electric Power Cooperative
1000 S. 11ighway 80
P.O. Box 670
Benson, AZ 85602
and
Sprint Spectrum Limited Partnership
3003 N. Central Avenue, Suite 1100
Phoenix, AZ 85012
TABLE OF CONTENTS
PAGE
1. TRICO Office Cellular Site Development ............................ 2
'2. Purpose, Use and Right of Access ................................ 2
3. Duties Under the Lease ...................................... 4
4. Contribution for Road Maintenance and Shared Expenses .................. 4
5. Utilities ................................................ 4
6. Title and Quiet Possession ......... ............................ 5
7. Other Use ................... ................ 5
8. Term ...................... ...................... 6
9. Rent ...................... ............................ 6
10. Insurance .................. ........................ 6
11. Access to Property .............. ...................... * - 7
12. Interference ................. .......................... 7
13. Compliance with Laws .......... ............................ 8
14. Environmental Rules and Regulations . ............................ 8
14. 1 Definitions ............ ............................ 8
14.2 Compliance ........... ........................... 10
15. Failure to Perform and Termination .. ........................... 13
16. Improvements ............... ........................... 15
17. Bankruptcy ................. ........................... 15
18. Force Majeure ............... ........................... 15
SAP0WER\TELLEC0MM\SPR1NM.WPD i
TABLE OF CONTENTS (Cont.)
PAGE
19. Definitions and Title Headings ....... ......................... 16
20. Notice ...................... ......................... 16
21. Assigmnent ................... ......................... 17
22. Exercise of Rights and Counterparts .... ......................... 18
23. Consent ..................... ......................... 18
EXHIBIT "A" 20
EXHIBIT "B" 21
EXHIBIT " C " 22
EXHIBIT " D " 24
SAP0WER\TE:LEC0MM\5PR1NM.WPD ii
LEASE AGREEMENT
This Lease Agreement is made and entered into this 6th day of December 1996
by and between ARIZONA ELECTRIC POWER COOPERATIVE, INC., a nonprofit rural
electric cooperative Arizona corporation (hereinafter referred to as "AEPCO"), P.O. Box 670,
Benson, Arizona 85602 and Sprint Spectrum, a Delaware Limited Partnership, 4717 Grand
Avenue, 5th Floor, Kansas City, Missouri 64112, (hereinafter referred to as "Sprint").
RECITALS:
WHEREAS, AEPCO owns and operates a telecommunication facility located at the
offices of Trico Electric Cooperative, Inc. (an AEPCO member cooperative and hereinafter
referred as "TRICO") at 5100 West Ina Road in Tucson, Arizona; and
WHEREAS, AEPCO has authority to negotiate and enter into a Lease Agreement on
TRICO's behalf; and
WHEREAS, AEPCO will procure, construct and maintain the facilities listed in Exhibit
A, at such location; and
WHEREAS, Sprint will lease space and improvements at such facility for the purpose
of deploying and operating a Personal Communication Service cellular site; and
NOW, THEREFORE, in consideration of the mutual promises, contributions, payments
and covenants hereinafter set forth, AEPCO and Sprint have agreed and by this instrument do
hereby agree as follows:
SAP0WER\TELEC0MM\SPR1WM.WPD 1
1. TRICO Office Cellular Site Development
1.1 Within thirty (30) days after the Commencement Date as defined in this Lease
Agreement, AEPCO shall (1) purchase a rotatable platform to accommodate nine (9) individual
PCS antennas, and install such platform on top of AEPCO's existing 90' lattice steel
communication tower; (2) install a ten foot by twelve foot concrete slab on site in accordance
to Sprints requirements; (3) install an eight foot security fence isolating the Site from the public,
while providing personnel access from TRICO's west parking lot, along with vehicle access from
TRICO's equipment yard; (4) install equipment to provide 100-Amp 240-Volt AC electrical
service from a metered 480-Volt AC power source owned by the local power company; and (5)
coordinate the installation of a T1 communication circuit as provided in Exhibit B. The
facilities described in this paragraph 1. 1, the PCS equipment that is installed on the facilities and
the property within the fenced area shall hereinafter be referred to as 'Site'.
1.2 Sprint shall install and maintain all wireless telecommunication base station
equipment, antennas, coax cables, PCS equipment and any necessary cabinets for its use.
1.3 "AEPCO shall make available to Sprint the services outlined in Exhibit B of this
Lease Agreement until such time that AEPCO can directly provide these services as provided
in this Lease Agreement".
2. PuKpose, Use and Right of Access
2.1 AEPCO does hereby grant this Lease Agreement solely for the purpose of
providing space to Sprint to erect, operate, repair, replace and maintain the above described
equipment on the Site. AEPCO additionally grants to Sprint the right of reasonable access to
SAPOWER\TELECOMM\SPRINM.WPO 2
the Site over adjoining lands (if any) of TRICO to permit access for such erecting, operating,
repairing, constructing, replacement and maintenance of the Sprint Facility. The location of
such right of access shall be designated in writing by AEPCO. With respect to vehicle access,
AEPCO and TRICO shall provide Sprint access to the Site, including the equipment space during
normal working hours, 8:00 a.m. to 5:00 p.m., so that Sprint may perform installation,
operation, maintenance, replacement and repair functions all in accordance with AEPCO's and
TRICO's rules and regulations. Vehicle access shall be coordinated through TRICO. In an
emergency, access shall be provided by AEPCO and TRICO, twenty-four (24) hours a day,
seven (7) days a week, three hundred sixty-five (365) days a year. Walk-in access shall be
provided by AEPCO and TRICO, twenty-four (24) hours a day, seven (7) days a week, three
hundred sixty-five (365) days a year.
2.2 Sprint shall notify the AEPCO Dispatch Headquarters each time its personnel enter
and exit the Site. An AEPCO telephone will be available near the PCS equipment. The Sprint
personnel shall identify him or herself and the reason for being at the Site. All personnel
entering the Site shall be certified by AEPCO to do so and shall follow all of AEPCO's
procedures and policies of AEPCO and TRICO. AEPCO shall provide training in the safe
operating practices while at an AEPCO facility to certify the Sprint personnel who will maintain
the equipment.
2.3 Sprint agrees to exercise the rights granted herein in a lawful manner, in
conformance with all statutes, ordinances, and regulations of all governmental bodies, agencies,
and/or authorities having jurisdiction.
2.4 Sprint agrees not to use the Site for any other purpose except, as is herein
SAPOWER\TELECOMM\SPRINTFI.WPD 3
provided.
2.5 Sprint agrees to leave the Site and appurtenances in a clean, sightly and sanitary
condition and in good repair, ordinary wear and tear excepted, all at its own expense, and not
to suffer nor commit any waste, in or about the Site. AEPCO shall be responsible to control
all weeds and plants on the property. Sprint shall not apply any chemicals to control weeds on
any portion of the Site.
3. Duties Under the Lease
With respect to the Site, Sprint agrees to ftilly indemnify and hold AEPCO and
TRICO harmless from any responsibility or liability which may be caused by or occur as a result
of the activities contemplated by this Lease Agreement, by Sprint, its agents or employees or
which Sprint may incur by entry into this Lease Agreement, or from Sprint's occupation or use
of the Site other than any responsibility or liability which is caused by the negligence or willful
misconduct of AEPCO or TRICO.
4. Contribution for Road Maintenance and Shared Expenses
In addition to the Rent paid, Sprint agrees to pay a monthly maintenance charge
for maintenance, improvement to or repair of Site and surrounding Site properties during the
term of this Agreement and as specified in Exhibit C.
5. Utilities
Sprint shall pay for all of the utility charges assessed by Tucson Electric Power
5APOWER\TELECOMM\5PR1NM.WPD 4
Company for the electric service connected to the Site. AEPCO shall cooperate with Sprint in
Sprint's efforts to obtain utilities to the Site.
6. Title and Quiet Possession
Before execution of this Lease Agreement, AEPCO will provide documentation
to Sprint showing that it has the legal right to lease the Site AEPCO represents and agrees (a)
that it has authority to lease the Site; (b) that it has the right to enter into this Agreement; (c)
that certified Sprint personnel are entitled to access to the Site at all times, in accordance with
2.1 of this Lease Agreement, and throughout the Initial Term and each Renewal Term so long
as Sprint is not in default beyond the expiration of any cure period; (d) that AEPCO will not
have unsupervised access to the PCS equipment; and (e) that Sprint will not access the AEPCO
equipment, but Sprint will have the right to access AEPCO's communications tower to access
the PCS equipment. Sprint will not have title or ownership of Site because of this Lease
Agreement.
7. Other Use
Subject to the limitations applicable to AEPCO as provided in paragraph 12.2 of
this Lease Agreement, AEPCO reserves the right at any time during the term and continuance
of this I-ease Agreement, without the written consent of Sprint, to grant other interests in, leases
of, or rights of ways through, over and across the Site for the purpose of establishing other uses
of the Site or providing access to other users of the Site.
SAPOWER\TELECOMM\SPR1NM.WPD 5
8. Term
The term of this Lease Agreement (the "Initial Tenn") shall be ten years,
commencing on the date ("Commencement Date") Sprint & AEPCO signs this Lease
Agreement. This Lease Agreement shall be automatically renewed for two additional terms
(each a "Renewal Term") of five years each, unless Sprint or AEPCO provides notice of its
intention not to renew not less than 90 days prior to the expiration of the Initial Term or any
Renewal Term.
9. Rent
Sprint shall pay a rental amount to AEPCO on the first of each month as provided
by Exhibit C for the use and occupancy of the Site during the term of this Lease Agreement
without offset or deduction except as provided hereafter and, without notice or demand.
The monthly rental amount shall be due on the first day of each month beginning 30 days after
the date of execution of this Lease Agreement.
Sprint shall pay a penalty of five (5 %) percent of any rental amount delinquent, and shall
in addition pay daily interest, at the rate of 18 percent per annum, on such delinquent amount.
The penalty and interest shall be assessed on any amounts not paid within 15 days of the due
date.
10. Insurance
Sprint agrees to maintain insurance against bodily injury liability and property
damage liability for the fall term of this Lease Agreement. Sprint shall provide a Certificate of
SAPOWER\TELECOMM\SPR1NM.WPD 6
Insurance showing a combined single limit (CSL) of at least $1,000,000, and a Commercial
Automobile Liability Insurance having a CSL of at least $1,000,000, and shall ftimish to
AEPCO evidence of Employer's Liability and Worker Compensation Insurance. Sprint agrees
to cause its insurance carrier(s) to give prompt written notice to AEPCO of any lapse of
coverage or portion thereof. TRICO and AEPCO shall be identified but not named as an
additional insured on the Certificate of Insurance. During the term of this Lease Agreement,
AEPCO may require Sprint, at AEPCO's expense, to carry additional coverage above those
limits stated above. Sprint agrees to provide a revised Certificate of Insurance if requested if
such insurance is available.
11. Access to PropeM
Sprint agrees that AEPCO and its agents, employees and representatives shall have
access at their sole risk to the Site and any facilities thereon at any reasonable time to inspect
the property, perform maintenance or any other activity pertaining to said Site and activities
thereon. AEPCO shall give Sprint twenty-four (24) hours notice of an inspection of the Sprint
Property or any other activity pertaining to the Sprint equipment.
12. Interference
12.1 Subject to the limitations applicable to AEPCO as provided in paragraph 12.2 of
this Lease Agreement, this Lease Agreement and all rights granted herein are granted on the
express condition and limitation, to which Sprint agrees, that Sprint shall exercise all such rights
in such a manner as not to interfere with AEPCO's or TRICO's rights, or any operation of
SAPOWEF;NTELECOMM\SPR1MT1.WPD 7
AEPCO's or TRICO facilities, or any use by AEPCO or TRICO, or other lessee (either current
or future) of the Property, without limitation.
12.2 Sprint will resolve technical interference problems with other equipment located
at the telecommunications facility on the Commencement Date or any equipment that becomes
attached to such facility at any future date when Sprint desires to add additional equipment to
such facility. Likewise, AEPCO or Sprint shall not permit the installation of any future
equipment which results in technical interference problems with AEPCO's or Sprint's existing
equipment.
13. Com.
pliance with Laws
Sprint shall substantially comply with all applicable laws relating to its possession and
use of the Site.
14. Environmental Rules and Rei-
gulations
Sprint shall, at Sprint's own expense, comply with all present and hereafter
enacted environmental laws, and any amendments thereto, affecting Sprint's operation on the
Site.
14. 1 Definitions
(a) "Environmental Laws" means any one or all of the following as the same are
amended from time to time: the Comprehensive Environmental Response,
Compensation, and Liability Act, 42 U.S. C. § 9601 et §Leq.; the Resource Conservation
and Recovery Act, Act, 15 U.S.C. § 6941 et ?Leq.; the Toxic Substances Control Act,
SAPOWER\TELECOMM\SPRINTFI.WPD 81,
15 U.S.C. § 2601 et M.; the Safe Drinking Water Act, 42 U.S.C. § 300h et seq.; the
Clean Water Act, 33 U.S.C. § 1251 -et M.; the Clean Air Act, 42 U.S.C. § 7401 -et
M.; the Arizona Environmental Quality Act, A.R.S. § 49-201 et M.; the Arizona
Hazardous Waste Management Act, A.R.S. § 49-921 et s .; the Arizona Underground
Storage Tank Regulation statute, A.R.S. § 49-1001 -et ?eq.; the Arizona Water Quality
Control statute, A.R.S. § 49-201 et ?Leq.; and the regulations promulgated thereunder and
any other laws, regulations and ordinances (whether enacted by the local, state or federal
government) now in effect or hereafter enacted that deal with the regulation or protection
of the environment, including the ambient air, ground water, surface water, and land use,
including sub-strata land.
(b) "Hazardous material" includes: (I) Those substances now or hereafter
included within the definitions of hazardous substance, hazardous material, toxic
substance, regulated substance, or solid waste in the Comprehensive Environmental
Response, Compensation and Liability Act, 42 U.S.C. § 9601 et ?eq.; the Resource
Conservation and Recovery Act, 42 U.S.C. § 6901 et m.; the Toxic Substance Control
Act, 15 U.S.C. § 2601 et M.; and the Hazardous Materials Transportation Act, 49
U.S.C. § 1801 et M. and in the regulations promulgated thereunder; (ii) Those
substances now or hereafter included within the definitions of hazardous substance,
pollutant, toxic pollutant, regulated substance, hazardous or solid waste in the Arizona
Environmental Quality Act, A.R.S. § 49-201 -et 5gjq.; including, but not limited to, the
Water Quality Assurance Revolving Fund statute, A.R.S. § 49-281 -et §Leq.; the
Hazardous waste Management Act, A.R.S. §49-901 et ?Leq.; the Solid Waste
SAPOWMTELECOMM\SPWFM.WPD 9
Management statute, A.R.S. § 49-701 et M.; and the Underground Storage Tank
Regulation statute, A.R.S. § 49-1001 et M.; (iii) Those substances listed in the United
States Department of Transportation Table (49 C.F.R. § 172.101 and amendments
thereto) or by the Environmental Protection Agency as hazardous substances (40 C.F.R.
Part 302 and amendments thereto); and (iv) All substances, materials and wastes that
are, or that become, regulated under, or that are classified as hazardous or toxic under
any environmental law.
(c ) July 2, 1996 "Release" means any releasing, spilling, leaking, pumping,
pouring, emitting, emptying, discharging, injecting, escaping, leaching, disposing, or
dumping.
14.2 Compliance
(a) Sprint shall not cause or permit any hazardous material to be used, generated,
manufactured, produced, stored, brought upon, or released, on, under or about the Site,
or transported to and from the Site, by Sprint, its agents, employees, contractors, invitees
or any third party in violation of any Environmental Law. Sprint shall indemnify, defend
and hold harmless AEPCO and TRICO, its successors and assigns, its employees, agents
and attorneys from and against any and all liability, loss, damage, expense, penalties and
costs (including legal and investigation fees or costs) arising from or related to any claim
or action for injury, liability, breach of warranty or representation, or damage to persons
or property and any and all claims or actions brought by any party or governmental
body, alleging or arising in connection with contamination of, or adverse effects on, the
SAPOWERVMLECOMM\SPRINTFI.WPD 10
environment or violation of any Environmental Law or other statute, ordinance, rule,
regulation, judgment, or order of any government or judicial entity which are brought
as a result (whether in part or in whole) of any activity or operation on or discharge from
the Site by Sprint or its owners or related entities during the term of this Lease
Agreement . This obligation includes but is not limited to all costs and expenses related
to cleaning up the Site and all land, soil and underground or surface water as required
under the law. Sprint's obligations and liabilities under this paragraph shall continue so
long as AEPCO or TRICO bears any liability or responsibility under the Environmental
Laws for any action performed by Sprint that occurred on the Site during the term of this
Lease Agreement. This indemnification of AEPCO and TRICO by Sprint includes,
without limitation, costs incurred in connection with any investigation of site conditions
or any cleanup, remedial, removal or restoration work required by any federal, state or
local governmental agency or political subdivision because of hazardous material located
on the Site or present in the soil or ground water on, under or about the Site which were
introduced by Sprint. The parties agree that if AEPCO's or TRICO's right to enforce
Sprint's promise to indemnify is not an adequate remedy at law for Sprint's violation of
any provision of this paragraph(s) then AEPCO or TRICO shall also have the rights set
forth in this Lease Agreement in addition to all other rights and remedies provided by
law or otherwise provided in this Lease Agreement. This indemnity does not cover any
violation that exists as of the Commencement Date or that is caused by the negligence
or willful misconduct of AEPCO or TRICO.
N Without lin?iiting the foregoing, if the presence of any hazardous material on,
SAPOWER\TELECOMM\SPRIKM.WPD 11
under or about the Site caused or permitted by Sprint from the Commencement Date
results in any contamination of the Site, Sprint shall promptly take all actions at its sole
cost and expense as are necessary to return the Site to the condition existing prior to the
introduction of any such hazardous material to the Site; provided that AEPCO's or
TRICO's approval of such actions shall first be obtained, which approval shall not be
unreasonably withheld so long as such actions would not potentially have any material
adverse effect on the Site or the environment. In the event Sprint shall fail timely to
commence or cause to be commenced or fail diligently to prosecute to completion such
actions as are necessary to return the Site to the conditions existing prior to the
introduction of any hazardous material to the Site, AEPCO or TRICO may, but shall not
be obligated to, cause such action to be performed, and all costs and expenses (including,
without limitation, attorneys' fees) thereof or incurred by AEPCO or TRICO in
connection therewith shall be paid by Sprint.
(c) Sprint shall, at Sprint's own cost and expense, make all required submissions
to, provide all information reasonably to, and comply with all requirements of any
governmental authority having jurisdiction (the "Government") under the Environmental
Laws related to Sprint's use of the Site. Should the Government determine that a site
characterization, site assessment and/or a cleanup plan be prepared or that a cleanup
should be undertaken because of any release by Sprint of hazardous materials at the Site
which occur during the term of this Lease Agreement, then Sprint shall, at Sprint's own
cost and expense, prepare and submit the required plans and financial assurances, and
carry out the approved plans. At no cost or expense to AEPCO or TRICO, Sprint shall
S:\POWEFZ\TELECOMM\SPRIWM -WPD 12
promptly provide all information reasonably requested by AEPCO or TRICO to
determine the applicability of the Environmental Laws to the Site , or to respond to any
governmental investigation or to respond to any claim of liability by third parties which
is related to environmental contamination of the Site by Sprint.
(d) Sprint shall immediately notify AEPCO and TRICO of any of the following:
(i) any correspondence or communication to or from any governmental entity regarding
the application of Environmental Laws to the Site or Sprint's operation on the Site, and
(ii) any change in Sprint's operation on the Site that will change or has the potential to
change Sprint's or AEPCO's or TRICO's obligations or liabilities under the
Environmental Laws.
15. Failure to Perform and Termination
(a) If Sprint shall fail to pay any sum of money under provisions hereunder
required to be paid, and should such default continue for a period of fifteen (15) days, following
the receipt of written notice of said default sent by AEPCO to Sprint by certified mail, then
AEPCO shall have the right to declare this Lease Agreement terminated, and to bring any
suitable action to enforce such declaration and to enter into and take possession of the Site. In
such event, Sprint agrees to peaceably return possession of the Site to AEPCO and execute any
and all documents evidencing termination of the Lease Agreement as AEPCO may require. If
for any reason, other than the failure to make Lease payments hereunder, or Force Majeure,
Sprint fails to perform its obligations under the terms of this Lease Agreement, AEPCO shall
give Sprint written notice, specifying such failure to perform. In the event that Sprint does not
-9APOWER\TELECOMM\SPR1NTn.WPD 13
correct same to AEPCO's satisfaction reasonably within thirty (30) days of the date of such
notice, then AEPCO shall have the right to pursue any and all of the remedies available to it
under this Lease Agreement or by law including the right to terminate the Lease Agreement.
Such remedies may be cumulative. Upon termination of the Lease Agreement, Sprint shall
promptly pay to AEPCO any and all sums then due to AEPCO arising out of this Lease
Agreement. If a non-monetary default may not reasonably be cured in a 30 day period, this
Lease Agreement may not be terminated by AEPCO if Sprint commences action to cure the
default within such 30 day period and proceeds with due diligence to fully cure the default. (b)
If AEPCO is in default under this Lease Agreement for a period of ten (10) days following
receipt of notice from Sprint with respect to a default which may be cured solely by the payment
of money, or thirty (30) days following receipt by AEPCO of notice from Sprint with respect
to a default which may not be cured solely by the payment of money, then in either event, Sprint
may pursue any remedies available to it against AEPCO under applicable law, including, but not
limited to, the right to terminate this Lease Agreement. If a non-monetary default may not
reasonably be cured in a thirty (30) day period this Lease Agreement may not be terminated by
Sprint if AEPCO commences action to cure the default within such thirty (30) day period and
proceeds with due diligence to fully cure the default. (c) Sprint may terminate this Lease
Agreement at any time by notice to AEPCO without further liability if Sprint does not obtain
all permits or other appprovals (collectively "approval") required from any governmental
authority or any easements required from any third party to operate the PCS equipment, or if
any such approval is canceled, expires or is withdrawn or terminated, or if AEPCO and TRICO
fail to have proper ownership of the Leased Property or authority to enter into this Lease
SAPOWER9ELECOMM\5PR1NTF1,WPD 14
Agreement. Upon termination, all prepaid rent will be retained by AEPCO.
16. Improvements
Sprint, on or before the termination of this Lease Agreement, shall remove its
PCS equipment from the Site and restore the Site to its original condition. Any installation or
property of Sprint left upon the Site following termination of the Lease Agreement shall become
the property of AEPCO within ninety (90) days following such termination.
17. Bankrumey
If at any time prior to the termination of this Lease Agreement or under any of
the provisions hereof, Sprint shall become bankrupt, or shall be subject to corporate
reorganization, arrangement or other proceedings under the federal bankruptcy act, shall make
an assignment for the benefit of creditors, or shall have all or any substantial part of its assets
taken into possession or control of any receiver, trustee or other Court representative or official
appointed in any judicial proceeding, then at any time thereafter and while such conditions
continue, AEPCO shall have the right, at its election, to terminate the Lease Agreement
immediately, by giving written notice of such termination to Sprint as provided below.
Provided, however, the termination shall not relieve Sprint from any liability which has accrued
or attached prior to the date of such termination.
18. Force Majeure
The term "Force Majeure" as herein employed shall mean an act of God, strike,
SAPOWER?TELECOMM\5PR1NM.WPD 15
lockout, or industrial disturbance, act of the public enemy, war, blockade, public riot, lightning,
fire, storm, flood, explosion, governmental restraint, unavailability of equipment or supplies on
the open market or the failure of equipment or the erninient failure of equipment or facilities,
and any other cause which is not reasonably within the control of the Party claiming suspension
whether of the kind specifically enumerated above or otherwise. If either Party is rendered
unable, wholly or in part, by Force Majeure to carry out its obligations under this Lease
Agreement, other than the obligation to make Lease payments, that Party shall give to the other
Party prompt written notice of the Force Majeure with reasonably full particulars concerning it;
thereupon, the obligations of the parry giving the notice, so far as they are affected by the Force
Majeure, shall be suspended during, but not longer than, the continuance of the Force Majeure.
The affected Party shall use all reasonable diligence to remove the cause of the Force Majeure
as quickly as possible. The requirement that any force majeure shall be remedied with all
reasonable dispatch shall not require the settlement of strikes, lockouts or other labor difficulty
by the Party involved contrary to its wishes; how all such difficulties shall be handled shall be
entirely within the discretion of the Party concerned.
19. Definitions and Title HegdiM
The Parties hereto agree that certain terms used in this Lease Agreement shall
have the meaning given them in this Lease Agreement. The title headings of the respective
paragraphs of this Lease Agreement are inserted for convenience only and shall not be deemed
to be a part of this Lease Agreement or considered controlling in construing this Lease
Agreement.
SAPOWER\TELECOMM\SPR1N-M.WPD 16
20. kLotice
Any notice, election, proposal, payment or objection or other document required
or Permitted to be given pursuant to this Lease Agreement shall be made in writing and (a) hand
delivered to or addressed to:
Arizona Electric Power Cooperative, Inc.
Attn: Telecommunications
P.O. Box 670
Benson, AZ 85602
or (b) hand delivered to the office of Sprint or addressed to:
Sprint Spectrum Limited Partnership
3003 N. Central Avenue, Suite 1100
Phoenix, AZ 85012
as the case may be, and deposited, postage prepaid, certified, in the United States Mail. Copies
Of all notices, elections or objections shall be mailed to the designated attorneys of the Parties.
Any Party may from time to time, by written notice to the other, change its address for future
notices hereunder. Any such notice mailed as aforesaid shall be deemed received by the party
to whom addressed seven (7) days after the date of mailing thereof, regardless of whether or
when the same is actually received by the addressee. It is, however, agreed that in cases of
emergency or where circumstances do not reasonably permit waiting for delivery or written
notice by mail, oral notice or notice by telephone or facsimile may be communicated to the
appropriate person and shall be effective when thus given, if and provided such notice is
promptly confirmed and repeated in substance, in writing, in the manner provided in this
paragraph.
21. AKig?
SAP0WER\TELEC0MM\SpR1N7R,WpD 17
This Lease Agreement shall not be assigned by Sprint without the prior written
consent of AEPCO which shall not be unreasonably withheld. However, Sprint may assign or
sublet without AEPCO's prior written consent to any party controlling, controlled by or under
common control with Sprint or to any party which acquires substantially all of the assets of
Sprint.
22. EXerciv- nf Righte '11-1 '"Punternarts
No delay or failure of either Party in exercising any right, power or privilege
herein, shall affect such right, power or privilege, nor shall any single or partial exercise thereof
preclude any further exercise thereof, or the exercise of any other power, right or privilege.
'Me rights of either Party under this Lease Agreement are cumulative and not exclusive of any
right or remedies which either Party would otherwise have.
23. onsent
THIS DOCUMENT is submitted for examination and shall have no binding effect
on the parties unless and until executed by AEPCO (after execution by Sprint), and a fully
executed copy is delivered to Sprint.
IN WITNESS WHEREOF, the said parties have caused this instrument to be
executed this 6th day of December -, 1996.
ARdAIZOEL"EECTRICP0O ER COOPERATIVE, INC.
ER
By:
-xec-tive Vice President & General Manager
SAPOWER?TELECOMKSPRIWM. WpD 18
SPRINT SPECTRUM LIMITED PARTNERSHIP
V,
By:
Its: / A 2,e?
SAPOWEF?\TELECOMM\SPRlNrM-WPD 19
EXMBIT "A"
Arizona Electric Power Cooperative, Inc. shall procure and install the following at TRICO's
office located at 5100 West Ina Road, Tucson, Arizona:
a. 10 feet by 12 feet by 6 inch thick concrete slab located next to AEPCO's existing
lattice communication tower for the installation of the Sprint base station
equipment;
b. Triangular rotatable platform 10 feet per side at the 95 feet elevation on
AEPCO's existing lattice communication tower, which is capable of carrying a
maximum of nine (9) individual PCS antennas (included will be coax standoffs
which will be capable of supporting nine (9) runs of coaxial cable. Note:
Antennas, RF feed line, and attachments not included. );
C. Meter base, service disconnect switch, 480-Volts to 240-Volts AC step down
transformer and associated wiring and raceways to provide a 100-Amps 240-Volts
AC power source from the available Tucson Electric Power Company 480-Volts
AC electrical service to the base station equipment; and
d. Eight (8) foot high security fence, surrounding the 2100 square feet which contain
the above described facilities, a personnel gate and a twenty foot wide vehicle
gate;
SAPOWER\TELECOMM\SPR1NM.WPD 20
0MIBIT "B"
Arizona Electric Power Cooperative, Inc. shall, on Sprints behalf, make the necessary
arrangements herein for the following:
a. Digital T1 Telecommunication service through a local telecommunications
provider, "Provider", until such time as AEPCO can provide the service through
its network at a price equal to or less than that charged by the Provider. The
service shall consist of one or more T1's and business lines (as necessary)
terminated at the communications utility entrance to the base station equipment.
Once the service is established, billing shall be transferred directly to Sprint, who
shall directly pay for the service.
b. Electrical energy from Tucson Electric Power Company ("TEP"). Once the
service is established, TEP billing shall be transferred directly to Sprint, who
shall directly pay TEP for such service. Electrical service shall remain with TEP
until AEPCO or its member systems can provide this service.
SAP0WER\TELEC0MM\SPR1NM.WPD 21
EXIHBIT 66U9
NffLAL TERM RENT
The Monthly Term Rent shall be the sum. of the Capital Improvement Fee, the Site Maintenance
Fee and the Site Rent.
Capital Improvement Fee shall include AEPCO's actual costs to perform the facility
development as described in Exhibit A, which costs shall be amortized over a five year
period and shall carry a 15 percent rate of return to AEPCO on the investment. The
monthly payment for AEPCO's actual cost shall constitute tower rent over the five (5)
year period.
Tower Site Costs shall be computed as follows (specific dollar amounts are
provided only as an estimate of possible actual costs):
Engineering ........................... $4,000
Permitting ........................... $2,000
Materials ........................... $15,000
Civil / Structural Construction ............... $7,000
Electrical Construction .................... $3,000
Sales Tax ............................ $1.125
TOTAL ............................ $32,125
Amortization per month (includes rate of return) .............. $765
The total actual costs shall not exceed $35,000.
Base Rent equals;
1. Capital Improvement Fee..Actual costs amortized as described above, plus
2. Tower Rent & Maintenance Fee .......... $650 monthly, plus
3. A Real Estate Use License ................ $1,000 monthly
Sprint Spectrum may pay fall capital investment costs to void capital improvement fee monthly
charge.
The Term rent for the remaining years shall be as follows:
For year six - Base Rent plus 20 percent;
For years seven through twenty - the term rent as computed for year six increased by 3.7
percent compounded annually each year thereafter.
SAP0WER7ELEC0MKSPR1W-n.WPD 22
Assuming the Capital Improvement Fee of $765, the Base Rent for the Initial Term and
subsequence Terms of the Lease Agreement shall be calculated as follows:
Tower Lease Rent ..................... ....... $765
Tower Rent & Maintenance Fee ............. ....... $650
Real Estate Use License .................. ...... $1,000
Years 1-5 Total ....................... .. $2,415/month
YEAR 6 ........................... .. $1,980/month
YEAR 7 ........................... $2,053.26/month
YEAR 8 ........................... $2,129.23/month
YEAR 9 ........................... $2,208.01/month
YEAR 10 .......................... $2,289.71/month
YEAR 11 .......................... $2,374.43/month
YEAR 12 .......................... $2,462.28/month
YEAR 13 ........................... $2,553.39/month
YEAR 14 .......................... $2,647.86/month
YEAR 15 .......................... $2,745.83/month
YEAR 16 .......................... $2,847.43/month
YEAR 17 .......................... $2,952.78/month
YEAR 18 .......................... $3,062.04/month
YEAR 19 .......................... $3,175.83/month
YEAR 20 .......................... $3,292.82/month
SAPOWER\TELECOMM\5PR1KM.WPD 23
L
0 M Li
z Li Li
mof
LJUM
> z -C
X 0 C3 -J
Li U U W
;r
cu
Dt
u
F-
lisg
6
M
fu
w
U
z
U L'i ou, C-4i
ao L, Z
0 ?u
u x
L'I > Z?
z
z Li
z
0!;::
WO
> b:31-
ox
0 ONEW
CO OC I=w
w T wx:
< >C3 a. 0
0 y
in C3ZZ
Z X x uzm
cu<
cu Of wj:;?
ct)
> D
> w
w
z z
Of
0 C3
z
;:: <
Of
!? w
Z :;r
w
X Z
0 cx
OC
L3
Z
iX
Lj
Lj
Lj
z C3
L-
Z;?r
x
De
z
Lo LO
z Z
W< <
z 2: 1:
0
z
LLJ
u
z
X Lj
L.j L.
0
z
LLJ
u
z
X L'i
LJ L?
-24-
X
C
TELECOMMUNICATIONS SITE LICENSE AGREEMENT
SITE NAME: TRICO Tower
THIS SITE LICENSE AGREEMENT (" Agreement") is entered into this -I st-day of September, 2000 between
Cricket Arizona Property Company, 6100 Indian School Road #204, Albuquerque, NM 87110 ("Licensee") and
Arizona Electric Power Cooperative, Inc., P. 0. Box 670, Benson, Arizona 85602 (Licensor).
The parties hereto agree as follows:
PROPERTY AND USE. Arizona Electric Power Cooperative, Inc. (Licensor) owns or holds rights to occupy, and
hereby licenses to Licensee property consisting of - square feet of land (see
Exhibit A); and space for installation of a wireless telecommunication facility in the location(s) on the Property shown
on Exhibit B attached hereto ("Site"), together with a non-exclusive easement for reasonable access thereto and to the
appropriate source of electric and telephone facilities. Licensee shall use the Site for the purpose of installing,
removing, replacing, maintaining and operating, at its expense, a wireless telecommunication facility, including without
limitations related antenna equipment and fixtures. Licensee is subject to any restrictions of use imposed on Licensor.
Licensee shall use the Site in a manner which will not unreasonable disturb the occupancy of Licensor or Licensors
other tenants. Licensor shall provide access to the Property for Licensee to conduct surveys structural strength
analysis, subsurface tests and other activities of a similar nature, at the sole cost of Licensee. (See page 5 addendum).
2. TERM. The term of this Agreement shall commence upon execution of this Agreement. The (Initial Term) shall be
for five years and shall continue with automatic renewal of three additional terms (each, a renewal Term) of five years
each, unless Licensee notifies Licensor in writing of Licensee's intention not to renew not less than 30 days prior to the
expiration of the Initial Term or any Renewal Term. (See page 5 addendum).
3. LICENSE FEE. Licensee shall pay Licensor a license fee in advance in the amount set forth in Appendix B. 'Me
license fee shall be payable on the I" day of each month, to Licensor's address specified in the signature block of this
license. If the Commencement date is other than the first day of a calendar month, Licensee may pay a prorated fee for
the remainder of the initial calendar month. Thereafter, Licensee shall pay the monthly fee on or before the first day of
each month. Licensee agrees to pay Licensor an increase of twenty percent (20%) of the current rent at each option of
renewal. If Licensee or its assignees fail to make payment when due and within thirty (30) days after written demand
by Licensor for payment, the delinquent fees shall bear interest at 12% per annum until paid by Licensee or its
assignee, beginning on the 3 1' day following written demand.
4. TITLE AND QUIET POSSESSION. Licensor warrants that it owns, or holds rights to occupy the Site, and has
full right, power, and authority to execute this license. Licensee shall have quiet enjoyment of the Site during the term
of this license or any renewal thereof. Licensor shall not enter the Site except to correct any problems that interfere
with Licensor's ability to fulfill its service obligation in the rest of the property. If Licensee finds any liens or
encumbrances which may adversely affect Licensee's use of the Site, Licensee shall have the fight to terminate this
Agreement immediately upon written notice to Licensor.
ASSIGNMENT. Licensee will not assign, sublet, or otherwise transfer this Site to any party other than Permitted
Transferees without Licensor's prior written consent, which consent may not be unreasonably withheld, conditioned or
delayed. A Permitted Transferee is an entity which may result from a restructuring of Licensor's corporate body.
NOTICES. All notices shall be deemed to have been duly given if personally delivered or sent by certified mail,
postage prepaid, addressed to the party to be notified at the address set forth below the signature for such party on page
4 (or addressed to such other address such party may specify in a notice to the other party given in accordance with this
paragraph.) Notices shall be deemed received on the date of personal delivery or the date established by U.S. Postal
Service return receipt.
Page I
\\AEPCO-I\SYS\DIVISION\POWER\TELECOMM\PCS\LEASECricket.doc Exhibit C
TELECOMMUNICATIONS SITE LICENSE AGREEMENT
IMPROVEMENTS. Licensee may, at its expense, make such improvements to the Site for the operation of its
telecommunications facility in accordance with Appendix A, Construction Standards and Procedures for Attachment to
AEPCO Electrical Facilities; and Appendix D, Safety Rules for Contractors, Subcontractors, and Consultants. Upon
termination or expiration of this Agreement, Licensee may remove its equipment and improvements, at its expense, and
shall restore the Site its original condition on the commencement date, except for ordinary wear and tear.
I
LIENS; COMPLIANCE WITH LAWS. Licensee shall promptly pay any and all contractors providing services
and/or materials to the Site and protect and safeguard the Site and the real property interests of Licensor therein from
liens and encumbrances.
Licensee further agrees that it will take all actions reasonably necessary to ensure that access to, and the installation,
maintenance and operation of the Facilities shall be in Compliance with all applicable federal, state and local laws,
ordinances, and regulations. If Licensee receives any notice by any governmental or regulatory authority of any
violation or non-compliance, Licensee will notify Licensor as promptly as possible of the nature of such alleged
violation or non-compliance and, in consultation with Licensor, immediately take all necessary steps to remedy the
same at Licensee's sole cost and expense.
9. INTERFERENCE. Licensee shall not use the Site in any way which would adversely affect or interfere with any
other telecommunication operations being conducted on the Property as of the Commencement date, and Licensor shall
not permit any activity or use of the Property commencing after the Commencement date to interfere with the operation
of Licensee's communication facility.
10. UTILITIES. Utility service to Licensee at the Site shall be separately metered and separately billed directly to
Licensee. Licensor shall cooperate with Licensee in Licensee's efforts to obtain utility service. Licensor will provide
back haul services for a fee to Licensee upon Licensee's request.
11. TAXES. Licensee shall pay all property taxes assessed directly upon and arising solely from Licensee's use of the
Site.
12. INSURANCE. Licensee shall procure and maintain insurance as attached in Appendix C.
13. TERMINATION. Licensee may terminate this Agreement or cancel without further liability on thirty (30) days
prior written notice if (a) Licensee does not obtain all permits, consents, easements, non-disturbance agreements, and
other approvals (collectively, "Approvals) reasonably desired by Licensee or required by any governmental authority or
any third party related to or reasonably necessary to operate Licensee's telecommunications facility; or (b) any of the
Approvals are canceled, expire or are withdrawn or terminated. Licensor may terminate this Agreement or cancel
without further liability and without notice if Licensee fails to begin construction activities within six months of the
execution of this license. Upon termination, Licensor shall retain all prepaid rent.
14. DESTRUCTION OF PREMISES AND CONDEMNATION. If the premises or the Licensee facilities are
destroyed or damaged so as in Licensee's judgment to hinder the effective use of the Licensee facilities, Licensee may
elect to terminate this license as of the date of the damage or destruction by notifying Licensor no more than 30 days
following the date of the damage or destruction. In such event, all rights and obligations of the parties shall cease as of
the date of the damage or destruction. In the event of any damage. destruction or condemnation of the Premises, or any
part thereof, which renders the Premises unusable or inoperable, either party, with thirty (30) days written notice, shall
have the right, but not the obligation, to terminate this agreement. Sale of all or part to a purchaser with the power of
eminent domain shall be treated as a taking by condemnation.
Page 2
\\AEPCO_ I \SYS\DIVISION\POWER\TELECOMM\PCS\LEASECricket.doc
TELECOMMUNICATIONS SITE LICENSE AGREEMENT
15. DEFAULT. If either party is in default under this Agreement for a period of (a) ten days following receipt of notice
from the non-defauiting party with respect to a default which may be cured solely by the payment of money, or (b) 30
days following receipt of notice from the non-defaulting party with respect to a default which may not be cured solely
by the payment of money, then in either event, the non-defaulting party may pursue any remedies available to it against
the defaultirig party under applicable law, including, but not limited to, the right to termitinate this Agreement. If the
non-monetary default may not reasonably be cured within a 30 day period and the defaulting party may suspend the
termination of this agreement by the non-defaulting party if the defaulting party indemnifies all costs including
reasonable attorneys fees and claims of liabilities or loss which arise out of the use and/or occupancy of the Site by the
indemnifying party. This indemnity does not apply to any claims arising from the sole negligence or intentional
misconduct of the indemnified party.
16. HAZARDOUS SUBSTANCES. Licensee shall not use or permit to be used any hazardous waste or substance at
the Site. For purposes of the foregoing, "hazardous waste or substance" shall mean any "hazardous substance" as
defined by the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (42 USC 9601 et
seq.), as amended from time to time, and regulations promulgated thereunder. Licensee will be solely responsible for
and will defend, indemnify and hold Licensor, its agents, affiliates, and employees harmless from and against any and
all direct claims, costs, and liabilities, including reasonable attorneys' fees and costs, arising out of or in connection
with the cleanup or restoration of the property associated with the Licensee's us of Hazardous Materials. Licensor will
be solely responsible for and will defend, indemnify, and hold Licensee, its agents, and employees harmless from and
against any and all direct claims, costs, and liabilities, including reasonable attorneys' fees and costs, arising out of or
in connection with the removal, cleanup, or restoration of the property with respect to Licensor's use of Hazardous
Materials. (See page 5 addendum).
17. GENERAL PROVISIONS. (a) This Agreement and the terms and conditions are governed by the laws of the
State of Arizona. (b) The effectiveness of the agreement is subject to the approval of the agreement(s) by the Rural
Utilities Service "RUS" and such other federal and state regulatory or governmental authorities that may have
jurisdiction. This agreement is subordinate to RUS mortgage liens now in place or placed in the future. (c) This
agreement, including the Exhibits) constitutes the entire agreement between the parties relating to the Site and
supersedes all prior written and oral agreements, representations, promises or understandings between the parties. (d)
Any amendments to this Agreement must be in writing and executed by both parties. (e) If any provision of this
Agreement is invalid or unenforceable with respect to any party, the remainder of this Agreement or the application of
such provision to persons other than those as to whom it is held invalid or unenforceable shall not be affected and
every other provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. (0 The
prevailing party in any action or proceeding in court or mutually agreed upon arbitration proceeding to enforce the
terms of this Agreement is entitled to receive its reasonable attorney's fees and other reasonable enforcement costs and
expenses from the non-prevailing party.
18. EXHIBITS. The following Exhibits are attached to and made a part of this Agreement:
Addendum
Exhibit A - Legal Description of the Property
Exhibit B - Diagram showing location of the Site within the property
Appendix A - Construction Standards and Procedures for Attachment to AEPCO Electrical Facilities
Appendix B - Schedule of Fees and Charges
Appendix C - Insurance
Appendix D - Substation, Transmission, Right of Way Safety Rules for Contractors, Subcontractors and
Consultants
Page 3
\\AEPCO_'\SYS\DIVISION\POWER\TELECOMM\PCS\LEASECrickct.doc
TELECOMMUNICATIONS SITE LICENSE AGREEMENT
In witness whereof, the parties hereto agree to be bound by the terms of this Agreement as of the Commencement Date.
WITNESS:
NAME:
TITLE:
WITNESS:
NAME:
TITLE:
Licenso
Arizona Elect c ower C o erative. Inc. (AEPCO)
r u
a &L r C o efralive
re:
Sig atu
- __3? D. HH
Priffit Name: L rv D . u f
Title: AGM - Power Delive
Address:
Date.-_ Sept. 1, 2000
Licensee:
CrickelAn
LzojM/Pro e
'j;Z a n
Signature:
Keith Morris
Regional Director
1700 Louisiana Blvd, NE, Suite 200
Albuqu?rque,PM 87110
Date.-
Page 4
\\AEPCO-I\SYS\DIVISION\POWER\TELECOMM\PCS\LEASECricket.doc
TELECOMMUNICATIONS SITE LICENSE AGREEMENT
ADDENDUM
Addendum:
1. Section 1. Property and Use. This paragraph clarifies that normal access is permitted 24 hours a day, 7 days a week.
from the west parking lot to a walk-through gate on the south of the fenced premises. Access will be restricted after
hours, 4:30 p.m. to 7:30 a.m., Monday through Friday to walk in traffic only. A truck can park in the designated
parking area marked "communication technician" in the adjacent parking lot.
2. Section 2. Term. This paragraph shall include an additional five-year term and shall read. The (Initial Term) shall be
for five years and shall continue with automatic renewal of four additional terms (each, a renewal Term) of five years
each, unless Licensee notifies Licensor in writing of Licensee's intention not to renew not less than 30 days prior to the
expiration of the Initial Term of any Renewal Term.
3. Section 16. Hazardous Substances. This paragraph clarifies that hazardous waste or substance shall not mean batteries
or generators and related fuel tanks used for emergency power sources.
Page 5
\\AEPCO- I\SYS\DIVISION\POWER\TELECOMM\PCS\LEASECricket.doc
TELECOMMUNICATIONS SITE LICENSE AGREEMENT
EXHI]BIT"A'TO LICENSE AGREEMENT
LEGAL PROPERTY DESCRIPTION
Legal Description of Property:
A parcel of land more particularly described as being a portion of the TRICO headquarters office property at 5100
West Ina Road, Tucson, Arizona. Ile Premises lies between the main office building and the transformer building
directly adjoining the main office building. This parcel of land is fenced and is 30' x 70' in size. The Premises houses
AEPCO's communication tower and support facilities. Normal access is from the west parking lot to a walk-through
gate on the south of the fences Premises. Occasional equipment access is through TRICO's warehouse yard, with prior
notification.
This parcel is part of Pima County, Arizona tax I.D.#226-35-01 10 and lies in the SW/4 of Section 36, T12S, R12E.
Page 6
\\AEPCO-I\SYS\DIVISION\POWER\TELECOMM\PCS\LEASECricket.doc
TELECOMMUNICATIONS SITE LICENSE AGREEMENT
I EXRMrr"B'TO LICENSE AGREEMENT
Site Description: (Example: 50'x 140- area on the south property line Of the parcel below as shown on the
following drawing. APN: 303-50-00IG
Sketch of Site:
EscrOWMUCNO. 53*6307
Parcel No. :L:
The East 500 feet of the West iooo feet of the North 1200 feet of the South 1275 feet
of the Southeast quarter of the Southwest quarter of Section 36, Township 12 South of
Range 1? East, Gila and Salt River Base and Meridian, Pima County, Arizona.
'Parcel No. 2:
A 50-foot wide parcel of land lying between the Southwesterly right of way line of
the Tucson-Casa Grande Highway Interstate 10 and the Easterly line of the above
described Parcel No. 1 and being situated in Lot 21 of Clark's Vista De Las Montanas
Subdivision recorded in the Office of the County Recorder of Pima County, Arizona, in
Book 8 of Maps and Plats at Page 72, and in the East half of the Southwest quarter of
Section 36, Township 12 South of Range 12 East, Gila and Salt River Base and
Meridian, Pima County, Arizona;
The Southeasterly line of said 50 foot wide parcel being the Southeasterly line
of said Lot 21' and its Southwesterly extension.
Page 7
?',-AEPCC?_1\.SyS\DIVISION\POWERNTELECOMMWS\LEASECrickct.doc
Appendix A
CONSTRUCTION STANDARDS AND PROCEDURES FOR ATTACHMENT TO AEPCO
ELECTRICAL FACILITIES
General
1.1 Applicability - The provisions of this Appendix A shall apply with respect to any installation or modification
of wireless equipment facilities which may be attached to electric facilities or within minimum approach
distances to any AEPCO electrical facilities distribution or transmission facilities.
1.2 Definitions - When used herein, the following terms shall have the meanings given:
1.2.1 "Electric facilities" - shall mean any conductors or supporting structures used for transmitting
electric energy at levels greater than 50 volts. By way of example, electric facilities shall include, but not be
limited to, overhead insulated and non-insulated conductors, switches, poles, towers and any normally
energized equipment which are not shielded or enclosed in a manner to protect against contact.
1.2.2 "Minimum approach distances" - shall mean up to 50 kV - 10 feet; over 50 kV 10 feet plus 0.4
inches for each I kV over 50 kV near any electric facilities.
1.2.3 "Make ready work" - shall mean any and all engineering and work performed in connection with
the modification or replacement of electric facilities which AEPCO determines, in its reasonable discretion,
is necessary to facilitate the installation, construction, attachment or modification of Licensee's facilities.
1.2.4 "Transmission facilities - shall mean conductors, poles, towers and other associated facilities used
for the transmission of electric energy at levels greater than 69 kilovolts.
2. Procedure
2.1 Work on or Near Electric Facilities - All work performed with respect to any Licensees facilities installed or
to be installed on or within minimum approach distances to AEPCO's electric facilities shall be performed by
AEPCO or contractors designated by AEPCO, unless otherwise approved in writing by AEPCO.
2.2 Field Inspections - AEPCO may require that a joint field inspection be performed prior to commencement of
any construction activity on or within minimum approach distances to electric facilities. AEPCO will notify
Licensee whether such an inspection is to be performed within 20 days of receipt of a request for an SLA or
notice of Licensee's intent to modify or relocate its facility, and shall inform Licensee of any data reasonably
necessary to perform the field inspection.
2.3 Description and Estimate of Make Ready Work - As soon as practicable after completion of the field
inspection, or after submission of a request for an SLA if AEPCO does not require a field inspection,
AEPCO shall provide Licensee with a written description of any make ready work required to accommodate
any of Licensee's facilities and an estimate of the cost for AEPCO to perform such work.
3. Work Performed by AEPCO
3. 1 Make Ready Work - Unless otherwise authorized by AEPCO in writing, all make ready work shall be
performed by AEPCO.
3.2 Other Work - In the event that Licensee desires to have AEPCO perform any work which may otherwise be
performed by Licensee, AEPCO shall provide Licensee with an estimate of the cost to perform such work.
After receipt of such estimate, Licensee shall notify AEPCO whether it desires to have AEPCO perform such
work in a timely manner to allow AEPCO to coordinate such other work with the make-ready work.
Page 8
\\AEPCO_I\SYS\DIVISION\POWER\TELECOMM\PCS\LEASECricket.doc
4. Work Performed by Licensee - All work performed by Licensee or its contractors and subcontractors shall be
performed in accordance with the standards set forth in this Section 4.
4.1 Modification of Facilities - Licensee shall not modify or relocate any of AEPCO's existing facilities without
obtaining AEPCO's written consent, which AEPCO may withhold in its sole discretion. A request to modify
or relocate AEPCO facilities shall be accompanied by complete and accurate data necessary to perform the
field inspection of proposed modifications or relocation.
4.2 Use of Contractors - Any contractors and subcontractors used by Licensee shall be experienced and qualified
to work on electric facilities. In addition, any contractor or subcontractor retained by Licensee to work on or
in minimum approach distance to electric facilities shall be chosen from a list of contractors approved by
AEPCO, or otherwise approved by AEPCO in writing.
4.3 Work Schedules and Notices - Prior to any work commencing near any AEPCO facilities, Licensee and
AEPCO shall agree upon a work schedule and shall designate representatives responsible for receiving notice
of work to be performed. Licensee shall not permit any work to commence near AEPCO facilities until
authorization has been received from AEPCO pursuant to Section 4.7 of this Appendix A.
4.4 Engineering and Design - AEPCO may, but is not required, to review and approve the engineering and
design specifications and construction methods with respect to Licensee facilities. Prior to construction,
Licensee will provide drawings and technical data that AEPCO reasonably requires.
4.5 Replacement - Any attachment hardware to be replaced shall be of the same or better kind and quality as
required by the design specification or as expressly approved by AEPCO.
4.6 Alternate Source of Electrici1y - If Licensee, at any time, intends to use a source of electricity other than
AEPCO to energize any part of its facilities, the electrical connection for such alternate sources of electricity
shall be made utilizing a single pole, double throw switch. All such contemplated installations must be
approved in writing by an authorized representative of AEPCO, prior to any such installation.
4.7 Outage Scheduling - Licensee shall not permit any employee, contractor or subcontractor or any employee of
any contractor of a subcontractor, to commerce any construction, maintenance, repair or relocation of any
facilities located on or adjacent to work until satisfactory arrangements, including coordination of work,
construction schedules and outages, have been made with AEPCO. When AEPCO determines in its sole
discretion that it is necessary to de-energize any of its facilities in order for work to commence, Licensee
shall not permit work to commence until such facilities have been de-energized and they have been issued a
clearance by AEPCO.
4.8 Emeraencies - In the event of any damage or destruction of Licensee's facilities which results in a condition
creating an immediate hazard to persons or property, or which materially impairs Licensee's operation of the
Site, Licensee may proceed in a reasonable manner to remove the hazard and restore operation of its
facilities. In the event AEPCO performs such work. subject to bona fide safety concerns and the need to
coordinate activities to reasonably allow for priority restoration of AEPCO's power delivery system,
restoration of Licensee's facilities shall be given priority consideration. Nothing herein shall relieve Licensee
of the obligation to use only authorized or qualified contractors or to notify AEPCO and to receive clearance
that AEPCO has de-energized all electrical conductors, as specified herein.
4.9 Safety - Nothing contained in the Site License Agreement or in any SLA granted hereunder shall be
0
construed in any way to fulfill, limit, restrict, substitute, or waive, in whole or in part, obligations of any
party under Article 6.4 HIGH VOLTAGE POWER LINES AND SAFETY RESTRICTIONS, of Section 1,
Title 40, Chapter 2 of the Arizona Revised Statutes, or any other laws, regulations, codes, standards, or
industry practices pertaining to activity near overhead electric lines. Neither these Terms and Conditions nor
any SLA shall constitute authorization to conduct any activity around such facilities as that term is used in
such statutes. Licensee, its contractors or subcontractors shall obtain specific authorization on a case-by-case
basis from AEPCO as set forth in such statutes prior to commencing any work. (See Safety Rules for
Contractors, Subcontractors, Consultants in Appendix D)
Page 9
\\AEPCO- I \SYS\DIV ISION\POWER\TELECOM M\PCS\LEASECricket.doc
s
4.10 AEPCO Safety Rule - Any employee, contractor, subcontractor and employees of contractors and
subcontractors of Licensee which is or will perform construction, maintenance, repair or relocation work on
or around AEPCO's electric conductors, including transmission and distribution facilities and facilities
located at ground level, shall be provided with a copy of the SAFETY RULES FOR CONTRACTORS,
SUBCONTRACTORS and CONSULTANTS. Licensee shall distribute copies of these rules to all
employees, contractors and subcontractors, and Licensee shall ensure that all work performed around electric
facilities by such persons is performed in conformance with the safety rules as attached in Appendix D.
4.11 Insriection of Work - AEPCO may inspect the work performed and the manner in which it is performed by
Licensee and any of its contractors or subcontractors. If in AEPCO's sole discretion, any work on or around
AEPCO Facilities is being performed in an unsafe manner or in a manner which does not conform to the
NESC or AEPCO standards, AEPCO may order that the work cease until corrective action is taken.
4.12 Periodic Inspection - AEPCO may make periodic inspections of any part of Licensee's facilities located on a
Site and Licensee shall reimburse AEPCO for one (1) inspection every twenty-four (24) months; for any such
inspection resulting from a serious safety violation or a series of three or more violations of the standards set
forth in the Site License Agreement or SLA during a twelve (12) month period; or for inspections made in
connection with any unauthorized attachment to AEPCO facilities. Such reimbursement shall be as set forth
in Appendix B, SCHEDULE OF FEES AND CHARGES. If any attachments are found to be in violation of
any provision of the Site License Agreement or SLA granted hereunder, Licensee shall be responsible for
correcting all such violations and shall reimburse AEPCO the cost of any additional make-ready work that
may be required for such corrections.
4.13 Failure to Inspect - Notwithstanding the foregoing, AEPCO shall not be obligated to inspect any of the work
performed by Licensee or any of Licensee's facilities. The failure of AEPCO to inspect or to notify Licensee
of any non-conformance shall not relieve Licensee from any responsibility, obligation or liability, nor shall
such failure constitute consent or waiver with respect to any requirements under the Site License Agreement
or SLA.
4.14 Notice of Inspection - AEPCO shall give Licensee twenty-four (24) hours notice of its intent to inspect so
that a representative of Licensee can accompany the representative of AEPCO during the inspection.
5. Cost Reimbursement and Compensation for Work - Except as otherwise expressly provided herein, Licensee shall be
solely responsible for the cost of all work performed in connection with the installation, construction, modification,
relocation and maintenance of its facilities, including any make-ready work.
5.1 Compensation - Char?ges for all work performed by AEPCO shall be in accordance with Appendix B,
SCHEDULE OF FEES AND CHARGES, unless otherwise agreed to in writing by the parties. As a
condition to commencing any work hereunder, AEPCO may require that some or all of the estimated charges
for make-ready work be paid in advance.
5.2 Modification or Relocation - Any modification or relocation of Licensee's facilities shall be treated in the
same manner as new construction and make-ready work, as described above. Charges for all work performed
by AEPCO and chargeable to Licensee shall be charged in accordance with Appendix B, SCHEDULE OF
FEES AND CHARGES.
5.3 Modification and Relocation at the Request of Licensee - The cost of all work associated with modifications
and relocations performed at the request of Licensee shall be borne solely by Licensee.
5.4 Modification and.Relocations Requested by AEPCO or Third Parties - In the event that AEPCO rinds it
reasonably necessary to modify or relocate any facilities in order to meet any of its service requirements or
due to a request of governmental agency having jurisdiction over AEPCO, Licensee shall bear those costs
properly allocable to the relocation of Licensee's facilities and a proportionate share ofany make-ready work
necessitated by such modification or relocation. Licensee shall not be required to pay any amount
reimbursed to AEPCO by third parties for the cost of make ready work or for amounts attributable to the
relocation of AEPCO's facilities.
Page 10
\\A EPCO_ I \S YS\DI V I S I ON\POWER\TELECOM M\PCS\LEAS ECrickct.doc
APPENDIX B
SCHEDULE OF FEES AND CHARGES
WIRELESS PRICING MATRIX:
The site license fee as described in Section 3 will be as follows:
Years 1-5 ...................................... $ 1,000.00/month or (optional) $12,000.00/ annual payment per year
Years 6-10 .................................... $1,200.00/month or (optional) $14,400.00/ annual payment per year
Years 11-15 ................................... $1,440.00/month or (optionalO $17,280.00/ annual payment per year
Years 16-20 ................................... $1,728.00/month or (optional) $20,736.00/ annual payment per year
Years 21-25 ................................... $2,073.60/month or (optional) $24,883.20/ annual payment per year
Arizona Electric Power Cooperative, Inc. will provide monthly invoicing to Cricket Arizona Property Company at:
Cricket Arizona Property Company
Attn: Property Management
6100 Indian School Road, Suite #204
Albuquerque, NM 87110
MAINTENANCE, CONSTRUC-1`10N AND REPAIR COSTS-
All maintenance, construction, inspection, and repairs performed by AEPCO will be the actual costs, plus actual overhead (i.e.,
small tools, supervision, and materials costs) plus thirty percent (30%), plus applicable state, county, and city transaction
privilege taxes.
Does not include potential additional rent charged by third party landlord or any fees or other charges payable to any municipal,
county, state or federal agencies or subdivisions. All such rents or fees shall be paid by Licensee or, if paid by AEPCO,
reimbursed to AEPCO.
Does not include amortization of any costs associated with pole and/or tower replacement modifications.
Page I I
\\AEPCO_'\SYS\DIVISION\POWER\TELECOMM\PCS\LEASECricket.doc
APPENDIX C
INSURANCE
Licensee shall provide and maintain during the term of and until all obligations under each SLA have been satisfied,
the following insurance coverages:
/X/ a. Worker's Compensation and Employer's Liability insurance, as required by laws of the State or States or
Federal Government where the work is to be performed, covering all Licensee and Licensees' Contractor
employees. If the Licensee is not subject to the worker's compensation laws of the governing state, then
insurance shall be obtained voluntarily to extend to the employer and employee coverage to the same extent
as though the employer or employee were subject to the worker's compensation laws.
/X/ b. Commercial General Liability insurance, written on occurrence form basis, including contractual liability,
insuring performance of the indemnity agreement set forth in this agreement, covering all operations or
activities under this agreement, with limits as indicated below.
/X/ $ 1,000,000 General Aggregate
/X/ $ 1,000,000 Products/Completed Operations Aggregate
/X/ $1,000,000 Personal & Advertising Injury
/X/ $1,000,000 Each Occurrence Limit
/X/ $50,000 Fire Damage (any one fire)
/X/ $5,000 Medical Expenses (any one person)
AEPCO and/or its affiliates must be named as an additional insured and indicated on the certificate of insurance.
/X/ C. Automobile liability insurance on all motor vehicles, trailers, semi-trailers, and aircraft used in connection
with the Contract, whether owned, non-owned or hired; with bodily injury limits of not less than $ 1,000,000
for each person, $ 1,000,000 for each occurrence, and property damage limits of $1,000,000 for each
occurrence. A combined single limit of $1,000,000 of bodily injury and property damage is acceptable.
C,
AEPCO shall have the right at any time to require public liability insurance and property damage liability insurance
with limits greater than those required in subsections b and c. In any such event, the additional premium or premiums payable
solely as the result of such additional insurance shall be paid by AEPCO.
Prior to the issuance,of any SLA under this Agreement, Licensee shall furnish a Certificate of Insurance evidencing
compliance with the foregoing requirements. AEPCO shall be notified immediately by insurance carrierlbroker of any decrease
in aggregate limits to any and all insurance policies. Upon request, AEPCO may examine true copies of the policies.
In the event Licensee is self-insured, it shall submit certification to AEPCO of this fact. AEPCO, in its sole discretion,
shall determine whether to accept such certificates in lieu of the certificates of insurance specified above.
AEPCO shall not. however, be obligated to review any of Licensee's certificates of insurance, insurance policies,
and/or endorsements or to advise Licensee of any deficiencies in such documents, and any receipt of copies or review by AEPCO
of such documents shall not relieve Licensee from or be deemed a waiver of AEPCO's right to insist on strict fulfillment of
Licensee's obligations under this Appendix C.
The stipulation of insurance coverages in this Appendix C shall not be construed to limit or waive any liabilities or
other obligations of Licensee to AEPCO, or any other parties, in connection with any SLA.
Page 12
\\AEPCO-I\SYS\DIVISION\POWER\TELECOMM\PCS\LEASECricket.doc
APPENDIX D
SAFETY RULES FOR CONTRACTORS, SUBCONTRACTORS AND CONSULTANTS
Section 100
101. OSHA Training Requirements
All Contractors and subcontractors performing work on AEPCO Property shall certify all employees have been trained and are
qualified to perform the duties which they may be assigned to complete the scope of these specifications. These records shall
be made available to AEPCO upon request.
102. Purpose
The accident prevention requirements of AEPCO are for the purpose of preventing injury and illness to personnel and damage
to property.
103. Scope and Effective Date
a. The accident prevention requirements are effective any time a Contractor, subcontractor, consultant or
visitor is on AEPCO property or facilities. Contractors, subcontractors and their employees and consultants must comply with
all applicable Federal, State and Local regulations within the scope of these specifications.
b. Safety requirements, safe work practices and AEPCO designated work procedures are so closely related
that no attempt has been made in these safety rules to distinctly separate one from another. Work procedures must remain as
flexible as possible commensurate with safe work practices as changes and improvements are made in equipment, materials,
techniques and methods.
104. Interpretation of Requirements
a. These requirements shall be interpreted to bring about maximum compliance and safe work practices with
AEPCO, industry and governmental standards.
b. If a difference between the Contractor and the AEPCO interface arises in the application or interpretation
of these rules on the job, the decision of the AEPCO interface shall be followed as long as the decision will maintain maximum
compliance and safe work practices.
C. If a difference between the AEPCO interface and the Safety Section or a management person arises in the
application or interpretation of these rules, then a consensus application which maintains maximum compliance and safe work
practices shall be achieved.
105. Supplementary Information
Additional instructions, information, or clarification relating to these safety rules or safe performance of work may be issued
by AEPCO as needed.
106. Governmental Safety Standards
In addition to AEPCO requirements and practices, Contractors, subcontractors and consultants are subject to the regulations of
certain governmental agencies. The Contractor, subcontractor or consultant shall insure their employees' compliance with the
above mentioned requirements and practices, The most current OSHA standards shall be followed as a minimum standard.
107. Responsibilities - Contractor, Subcontractor and Consultant
a. Contractors, subcontractors and consultants have the responsibility to understand, enforce and comply with
all AEPCO safety rules and procedures and all applicable governmental regulations.
Page 13
\\AEPCO-I\SYS\DIVISION\POWER\TELECOMM\PCS\LEASECricket.doc
b. It is the responsibility of all Contractors, subcontractors and consultants to provide and properly use the
appropriate personal protective equipment for the exposures presented by the work and the working environment and ensure
that it is kept in proper working order. Equipment with unsafe conditions shall not be used.
C. It is the responsibility of every Contractor, subcontractor and consultant to immediately report all accidents
and all injuries to the AEPCO interface.
d. Contractors, subcontractors and consultants and/or their individual employees who do not comply with any
specific AEPCO ruleg and procedures and/or applicable governmental regulations are subject to removal from the job site.
108. Qualifications For Duty
a. Any Contractor, subcontractor or consultant having reasonable grounds to suspect that an employee or
anyone else under his or her jurisdiction is either mentally or physically unfit for the work assigned shall prohibit such
employee from working until satisfactory medical or other evidence indicating fitness is secured.
b. No firearms, weapons, alcoholic beverages or illegal substances of any kind shall be allowed on AEPCO
property, right of ways and facilities, including parking lots.
110. Limitation on Access to Cooperative Facilities
a. Contractors, subcontractors and consultants who are not instructed in the potential hazards shall be
accompanied by an authorized or qualified AEPCO employee in and around Cooperative properties where life, service or
property might be endangered.
b. Contractors, subcontractors and consultants entering an attended or unattended generation station,
microwave site, substation or office facility shall immediately report their presence and purpose to their AEPCO interface.
Contractors, subcontractors and consultants, when leaving, shall also report their departure to the AEPCO interface.
C. Workers shall remain in their assigned work area except when authorized by the AEPCO interface to
access other areas.
Section 200 - GENERAL SAFETY REQUIRENIENTS
201. Housekeeping (OSHA 1926.25)
a. Contractor, subcontractor and consultants shall maintain job site, vehicles and their work areas in a neat
and orderly manner.
b. Contractor, subcontractor and consultants shall maintain all construction materials in a neat and orderly
manner out of walkways and so as not to interfere with the work in progress or the safe passage of people through the work
area.
Section 300 - EMERGENCY ACTION
301. General Directions
a. Injuries requiring medical attention other than first-aid must be immediately reported by dialing 5211 on
any AEPCO phone.
b. At Benson offices, substations and microwave sites the System Control Supervisor will arrange for
ambulance transportation, if needed.
C. Regardless of severity, ?Lll work related accidents and injuries shall be reported to the AEPCO interface
immediately.
Page 14
\\AEPCO-I\SYS\DIVISION\POWER\TELECOMM\PCS\LEASECricket.doc
Section 400 - MUSTRIAL HYGIENE
401. Hazardous Material and Other Commercial Products
a. The Contractor, subcontractor or consultant shall notify AEPCO of any hazardous materials required for
thejob. The Contractor, subcontractor or consultant shall supply the AEPCO Interface with a copy of each Material Safety
Data Sheet (MSDS) htE?? bringing the material on AEPCO property. All product MSDS must be approved by the
Environmental Admirlistrator and Corporate Safety Director through the product hazard review process before use. These
shall be posted in MSDS books. Any materials purchased by the Contractor, subcontractor or consultants brought onto
AEPCO property during the course of a project which are not used, shall be removed by the Contractor, subcontractor, or
consultants at the conclusion of the work. During the period which it is on AEPCO property the Contractor, subcontractor or
consultant shall have in his possession a readily accessible MSDS for each product. Disposal of hazardous materials shall be
done only under the direction of the AEPCO Environmental Administrator and Corporate Safety Director.
All in use containers shall have approved labels fixed to the container.
402. Waste, Discarded Commercial Products and Used Materials (See the Environmental Administrator for labels).
The Contractor, subcontractor or consultant shall notify the AEPCO Interface and the Envirorunental Administrator of the need
to dispose of any products requiring an MSDS during the course of the work being done at AEPCO.
a. All waste disposal drums shall be provided by AEPCO and the Contractor, subcontractor or consultant
shall use them as directed.
b. In NO case will any liquid waste, discarded commercial products or used liquid materials be disposed of by
the Contractor in plant drains or the site landfill.
Solid waste must be disposed of in an approved mariner.
d. All containers shall have approved labels fixed to the container. The Environmental Administrator will
provide approved labels upon request.
e. All unused product shall be taken with the Contractor, subcontractor or consultant at the completion of the
job. EXCEPTIONS must have the approval of the AEPCO Interface and the Environmental Administrator.
Section 600 - MATERIAL HANDLING
601. Elevated Parts of Equipment
a. When performing work within proximity of energized conductors using cranes, hoists or derricks, the
Minimum Approach Distance as prescribed by OSHA shall be followed. Minimum approach distances which exceed OSHA
requirements may be specified by AEPCO when necessary.
b. No non-insulated aerial equipment shall be allowed within the following distances:
Up to 50 kV - 10 feet;
Over 50 kV - 10 feet plus 0.4 inches for each I kV over 50 kV.
There shall be a non-working observer directing the operator while the machine is in motion to guard against accidental
contact.
Operators shall take instructions or signals from only one authorized worker.
d. Where visual hand signals cannot be used because the person giving the signal is out of sight of the
operator, other approved methods of communication shall be used. A chain of several workers giving hand signals or voice
communication in sequence is not an approved method.
Page 15
\\AEPCO_I\SYS\DIVISION\POWER\TELECOMM\PCS\LEASECricket.doc
e. Only approved ANSI B-30 standardized hand signals shall be used and a chart or card of the signals shall
be permanently posted in a conspicuous place in the operator's work area.
Section 700 - FIRE PREVENTION AND PROTECTION
701. Flammable and Combustible Materials
a. Combustible materials such as oil-soaked rags, waste and shavings shall be kept in approved, and labeled
containers.
b. Flammable liquids such as gasoline, benzene, naphtha or lacquer thinner, shall not be used for general
cleaning purposes and shall be kept in approved, labeled containers.
C. All flammable liquids shall be kept in approved, labeled containers.
d. Waste paper and other combustible materials shall not be allowed to accumulate.
702. Tobacco Products
a. Smoking or open flames shall not be permitted in areas where flammable gases, dusts or vapors might be
present; for example, acetylene storage areas, gasoline dispensing stations, coal handling areas, hydrogen storage areas and
generator gas control headers and cabinets.
b. Smoking shall not be allowed in any battery room or battery charging area.
C. Smoking is not allowed in AEPCO office buildings.
d. Smoking is not allowed in any areas outside posted as non-smoking areas.
e. The use of smoking or smokeless tobacco is prohibited unless proper disposal of used material is available.
703. Fire Protection
At the Benson offices, substations and microwave sites -all fires shall be reported immediately by dialing 5211 on any
AEPCO phone or as prescribed by the AEPCO interface.
Section 800 - DRUG FREE POLICY
801. Arizona Electric Power Cooperative, Inc. (AEPCO) requires that the employees or agents of Contractors,
subcontractors and any other outside entity not affiliated with AEPCO which performs work for AEPCO on our property or
facilities to be drug-free.
802. Any person assigned to duty on AEPCO premises must not have blood concentration levels for the following
substances equal to or greater than the amount hereunder indicated:
Amphetamines 30ONG/ML
Barbiturates 30ONG/ML
Canabinoids 50NG/ML
Methadone 30ONG/ML
Phencyclidine 25NG/ML
Methamphetamines l000NG/ML
Cocaine 30ONG/ML
Opiates 30ONG/ML
Proporyphene 30ONG/ML
Benzodiazepines 30ONG/ML
803. In cases where appropriate AEPCO personnel have reasonable suspicion to believe that an employee or agent of any
Contractor is affected by an illegal drug (as set forth above), appropriate Contractor supervisory personnel will be notified.
Contractor shall then immediately remove such employee or agent from the AEPCO job-site. Such person will not be allowed
to return to work on AEPCO premises until such time that the Contractor submits proof of a negative urine or blood sampling
test for the above specified substances. Test must be conducted by a certified testing facility. All costs for substance testing of
Contractor employees or agents shall be the responsibility of the Contractor.
804. Contractors are also required to report within 5 days. any known criminal drug conviction of any individual assigned
to duty on AEPCO premises, resulting from actions occurring on or off the work place, within two years prior to this
agreement or during the course of the Agreement, and thereafter to remove such employee from AEPCO premises. Failure to
report incidents of drug convictions may result in cancellation of this Agreement.
Pagc 16
\\AEPCO_I\SYS\DIVISION\POWERVFELECOMM\PCS\LEASECricket.cloc
CERTIFICATION OF QUALIFICATIONS
'Contractor) hereby certifies that the employees listed below are competent, qualified and
have been trained as required by any Federal, State or Local Law or Regulation to perform any duties which may be assigned
to them to complete the work contemplated by these specifications.
The Contractor ftirther agrees to provide AEPCO with any records of qualifications or training requested by AEPCO. The
failure of the Contractor to provide such qualified employees shall result in immediate removal of unqualified employees and
may result in terminabon of this contract.
I EMPLOYEE NAME (printed) I EMPLOYEE SIGNATURE I
Contractor Representative AEPCO Representative
Title
Title
Page 17
\\AEPCO_I%SYS\DIVISION\POWER\TELECOMM\PCS\LEASECricket.doc
WHEN RECORDED RETURN TO: TUS-006A/Trico Tower
Cricket Arizona Property Company
6100 Indian School Road NE Suite 204
Albuquerque, NM 87110
MEMORANDUM OF SITE LEASE AGREEMEE
THIS MEMORANDUM OF SITE LEASE AGREEMENT ("Memorandum'), dated for reference purposes as 2000 is
entered into by and between Arizona Electric Power Cooperative, Inc. an Arizona corporation C'Lessoe% whose address is set forth
below, and Cricket Arizona Property Company. a Delaware corporation ("Lessee"), whose address is set forth below.
WHEREAS, Lessor and Lessee have executed that certain Site Lease Agreement ("Agreemene) dated as of -
2000 covering certain premises and related improvements ("Premises') in certain buildings situated on certain real property
located in the City of Tucson,. County of Pima,. State of Arizona and more particularly described in Exhibit ("Property'? attached
hereto and incorporated herein by this reference; and
WHEREAS, the Premises arc more particularly described in Exhibit B attached hereto and incorporated herein by this
reference; and
WHEREAS, Lessor and Lessee desire to record notice of the Agreement in the Official Records of Pima
County, Tucson, Arizoaa.
NOW, THEREFORE, in consideration of the foregoing, Lessor and Lessee hereby declare as follows:
I . Demise. Lessor has leased the Premises to Lessee and Lessee has leased the Premises from Lessor, subject to the
Wms, covenants and conditions contained in the Agreement
2. Expiration Date. The term of the lease of the Premises under the Agreement C'Term") is scheduled to commence
on or about 1 2000 and shall expire (5) five years thereafter, subject to Lessee's option to extend the Term pursuant to
Section 3 of the Agreement for, at Lessee's election, four (3) additional terms of(5) five yews each.
ALyreement Controllin2. This Memorandum is solely for the purpose of giving constructive notice of the Agreement.
In the event of conflict between the terms of the Agreement and this Memorandum, the terms of the Agreement shall
control.
IN WITNESS WHEREOF, Lessor and Lessee have executed this Memorandum as of the date and year first written above.
LESSOR:
ARIZONA ELECTRIC POWER COOPERATIVE, INC.
AN ZARIZONA OR, N
PORATICO
By
LESSEE:
CRICKET ARIZONA PROPERTY COMPANY.
ctor
ELA RE CORPORATION
By
Kei Morris
RegrioQl kNetwork ector
TAX ID Address: 6100 Indian School Road NE Suite 204
Albuquerque, NM 87110
EXHIBIT' A
LEGAL DESCRIPTION OF PROPERTY
Exhibit A to Memorandum of Site Lease Agreement, dated 200, by and between
as Lessor, and as Lessee.
State:
County-
city.
7be Property of which the Premises are a part is legally described as follows:
Legal Description of ProPertY:
A parcel of land more particularly described as being a portion of the TRICO headquarters office property at 5 100
West Ina Road, Tucson, Arizona. 7be Premises lies between the main office building and the transformer building
directly adjoining the main office building. 'T'his parcel of land is fenced and is 30' x 70' in size. Ile Prerrdses; houses
AEPCO's communication tower and support facilities. Normal access is from the west parking lot to a walk-through
.p yard with prior
gate on the south of the fences Premises. Occasional equipment access is through TRICO's warehops
Initial
notification.
T'his parcel is part of tax I.D.#226-35-01 10 and lies in the SW 1/4 of Section 36, T12S, R12E. Initial
14
CNTEbMSite L=se Agreenew 6-14-OO.doc
01
.1 .
EXHIBIT B
DESCRIPTION OF PREWSES
Exhibit B to Memorandum of Site Lease Agreement dated 200_, by and between
as Lessor, and , as Lessee.
PLEASE SEE ATTACHED SITE DRAWING
The location of the Premises wi6m the Property together with access, ingress, egress, casements and utilities are more
particularly described or depicted as follows:
If a survey is made of the Premises, Lessor and Lessee agree to sign and attach the legal description or depiction of the Premises
hereto which will then become the description of the Premises.
V-1,111 Initial
Ai:lnitial
15
r-WEMMite Lease Agrecram 6-1440.doc
LESSOR ACKNOWLEDGEMENT:
STATE OF ARIZONA
ss.
COUNTY PF PIMA
1E dayof e, a Notary Public in and
On this'j o 2000, before m for the State of Arizona, personally app dLavr
.?-z care
rsonally known to'mc (or proved to me on the basis of satisfactory evidence) to be the pcrsoN.Yho executed
this instrument, on oath stated that he was authorized to execute the instrument, and acknowledged it as thc-R+i9dow of PkG??\ - Po
Arizona Electric Power Cooperative, Inc. an Arizona oorpmtion to be the free and voluntary act and deed of said
corporation for the uses and purposes mcritioijcd in the instrument.
IN WITNESS WHEREOF, I have hereunto set mv hand and official seal the day and Year fust above written.
OFFICIAL SEAL
KATHY J. PERU
NOTARY PUBLIC
Cochiso Co., Arizona
My Comm. Exp. Apr. 5, 20J02
LESSEE ACKNOWLEDGEMENT:
STATE OF NEW MEXICO
COUNTY OF BERNALILLO
ss.
NOT?,RY
residing at
My appoin
Print Nam(
for the State of Arizona,
I ?\ z- 5;?? k . t\-
_kay of ?5 I.
On this2-q W '2000, before me, a Notary Public in and for the State of New ?Mexico, personally
appeared Keith D. Morris, personally known to me (or proved to '
WC me on the basis of satisfactory evidence) to be the person who
executed this instrument? on oath stated that he was authorized to execute the inmument, and acknowledged it as the Regional
Ner?vork Director of Cricket Arizona - Property Company, a Delaware corporation to be the free and voluntary act and deed of
said corporation for the uses and purposes mentioned in the instrument
IN WITNESS WHEREOF, I have
and official seal the day and year first above written.
AN
L?
NOTARY PUBLIC in and for the State of New Mexico,
residing at 6s"5--c I - 5?-l k
My appoin pires
C)
-11? -C)
Print Name-7-Mylr
12Sk6TF- ?-A'
%'BEL-SOCMOCSIVWSU22IA7-T..m%TUS-031ASLA.doc
TRdC0
Electric Cooperative, Inc.
A Tombstone EnarW Pwmr
Ms Q4 C.8stro
AEPCO
PO BOX 670
Beason, AZ 85602
RE; Cricket Communic4dions
Trico acknowledges and approves of the conununications site agreement between
AEPcO, Cricket Commut-jeations, and Trioo. TWs will satisfy section 10 of the lease
agreement between Trico and AEPCO.
V, -e.6?
Wa>me D C,
Director for Purrhasing & Facilities
-5
AUG
U184A AFMRS
6100 W. Ina Road a RO, Box 35970 a Tucson, AZ 86740-6970 a Phone (620) 7A4-294A a Fox (620) 7A4.2329
TOTPL P.02
T
lz
L-J
16,
CRICKET EQ(Jjr. FoLiftjD. t3A
PL. Z'SLjC-l< WA
6?67C-
x
9
10'
:('E `7
4 '1
3c?k 3o
WOPK 5ITL c5l, -
TR I CO
*51,00 W. INA RD,
INSIDr- 7C-jKAj
CRIch
I-= zo,
TUS- GA
T-lZ-S , R-12-G.
SEC. 365, 5 w 1,-4
LoCATION PLAN
cr-ickef,
TELECOMMUNICATIONS SIn LiCENSE AGREEMENT
EXHI]BIT'B'TO MEMORANDUM OF LEASE
Site Description: (Example: 50'x 140' area on the south property line of the parcel below as shown on the
following drawing. APN:303-SO-OOIG
Sketch of Site:
30'
to
j7
3
Iz,
CRICkET EQL%F.' Fo!?!D. W
CEL
CAICKE.7 414T.
2 F-r 7Z..
PL. 2'BL.Y-K WALL
S, C AIE
T
E
L
4 . 4
I rv-671m;
-1,04
1.1c zol
Exhibit D
7E
IV-
z
>4
e e- e- Z?
0 C) C C
0 0 0 0
0 0 C) 0
tn V') V) V)
C = = C=
1= 1= C C,
Ln r- 00
e- e- e e-
0 C) c c
0 0 C 1=
kn 110 r-- 00
6s CIS 611? i's
C) 00
11,
6s 611? 69-
W) W) 00
rq N cq
N rq CA C,4
e e e e e- Z? e el e e e e e e e
? ? - --4 ? --4 - - -4 ? ? -.4 - (= ?
C) t CN v) C? r- oc v-)
q 't - q rq V-) r- IC
0 It 00 r- C? CIA I- It It V) C? V) kr,
o "'t m 00 m 01, ?t 0 \c " 00 Ln rq CN
C14 C11 rq m m vl? \C IC r- r-- 00 cl, CN
6s 61?- 6q 6A, .60q fco? .60? ?-O? 60? i0q 6s &S
e Z?? e e e e Z?? e e e e e e el e
cl? ON C? C? CN GN C? C? C? Cl\ sl\ cl? Cl\ ?-- C?
C? a,\ ON C? CN Cl\ cl? Cl\ C? C? cl? C? C\ C?
W C? 00 0 C? " - \,c C? r-
m C? 00 - ?c r- N CIA m
V) C\ kn m _4 m 110 -
w m ?c 0 m I?c 0 1- 00 N ?c c V1, C?
r- 00 W W C? C*? C? 0 0 C
I-S 6s 6s 60?- _;
61?- (.S 6s 6s I?s 6s 6q I?os
IC rn - - m 00 C'l\ 11C cn cn 00 lzt m r1l
C-A C-A q r- -t N m 00 00 "t r- 0 w w
m c? oo c-\ N m r- w) r- c-A cA w) ci
'4?t V-? \,C r- C?
r-? oc? Cl? =? C"!
CIA CIA N N C11 C14 m m m
6s 611? 6s rq 6s 611? 619. 6s 611? 619- 611? 6s 4.s 6s 601?
V') r- 00 C? 'C m I?t W'? ?c r-
C-1 Cq N Cq c,4 N C-4 C-4 C,4 Cq N Cj
>1 CIS C3 z CIZ m z z m m