REFORMED COPY
FOUR CORNERS PROJECT
CO‐TENANCY AGREEMENT
Including Amendment No. 11
Dated
June 30, 2018
BETWEEN
ARIZONA PUBLIC SERVICE COMPANY
NAVAJO TRANSITIONAL ENERGY COMPANY, LLC
PUBLIC SERVICE COMPANY OF NEW MEXICO
SALT RIVER PROJECT AGRICULTURAL IMPROVEMENT
AND POWER DISTRICT
TUCSON ELECTRIC POWER COMPANY
(Includes 3 Bills of Sale)
i
INDEX
Section
1
PARTIES
2
RECITALS
3
AGREEMENT
4
EFFECTIVE DATE
5
DEFINITIONS:
5.0(a)
ACCOUNTING PRACTICE
5.1
ADDITIONAL FUEL AGREEMENT
5.2
AMENDED ORIGINAL LEASE
5.3
ARIZONA §323 GRANT
5.4
CAPITAL ADDITIONS
5.5
CAPITAL BETTERMENTS
5.5(a)
CAPITAL IMPROVEMENTS
5.5(b)
CAPITAL ITEMS
5.6
CAPITAL REPLACEMENTS
5.7
COAL LEASE
5.8
COMMON FACILITIES
5.9
CONDITIONAL PARTIAL ASSIGNMENT
5.9(a)
CONNECTION TO 345 KV SWITCHYARD
FACILITIES
5.10
CONSTRUCTION AGREEMENT
5.11
CONTINGENT SALE AGREEMENT
5.11(a) CO‐TENANCY AGREEMENT
5.12
DATE OF FIRM OPERATION
5.13
ENLARGED FOUR CORNERS GENERATING
STATION
5.14
EXCHANGE AGREEMENT
5.14(a) EXISTING NEW FACILITIES
ii
Section
5.14(b) EXISTING RELATED FACILITIES
5.15
FOUR CORNERS
5.16
FOUR CORNERS PROJECT
5.16(a) FUTURE NEW FACILITIES
5.16(b) FUTURE RELATED FACILITIES
5.17
GRANTED LANDS
5.18
INITIAL FOUR CORNERS PLANT
5.18(a) INITIAL GENERATION DATE
5.19
LEASED LANDS9
5.20
MINIMUM COAL STORAGE PILE
5.21
NET EFFECTIVE GENERATING CAPACITY
5.22
NEW FACILITIES
5.23
NEW LEASE
5.24
OPERATING AGREEMENT
5.25
ORIGINAL FUEL AGREEMENT
5.26
ORIGINAL LEASE
5.27
PARTICIPANT(S)
5.28
PROJECT AGREEMENTS
5.28(a) RECORDED MEMORANDUM
5.29
RELATED FACILITIES
5.30
RESERVATION LANDS
5.30(a) RESERVE AUXILIARY POWER SOURCE
5.31
§323 GRANT
5.32
SUPPLEMENTAL LEASE
5.33
SWITCHYARD FACILITIES
5.34
TRIBE
5.35
UNIT 4
5.36
UNIT 5
5.36(a) UNITS OF PROPERTY
iii
Section
5.37
UTAH MINING
5.38
UTAH MINING LEASED LANDS
6
OWNERSHIPS AND TITLES
7
OWNERSHIP OF SWITCHYARD FACILITIES
8
ENTITLEMENT TO PLANT CAPACITY AND ENERGY
9
COORDINATION COMMITTEE
10
USE OF COMMON FACILITIES AND RELATED
FACILITIES DURING CURTAILMENTS
11
WAIVER OF RIGHT TO PARTITION
12
MORTGAGE AND TRANSFER OF PARTICIPANTS' INTERESTS
13
RIGHT OF FIRST REFUSAL
14
SEVERANCE OF IMPROVEMENTS FROM LEASEHOLD
15
CAPITAL ADDITIONS, CAPITAL BETTERMENTS,
CAPITAL REPLACEMENTS AND RETIREMENTS
OF FOUR CORNERS PROJECT
16
DESTRUCTION, DAMAGE OR CONDEMNATION OF THE
FOUR CORNERS PROJECT
17
RIGHTS OF PARTICIPANTS UPON TERMINATION
18
RIGHTS OF PARTICIPANTS IN WATER AND COAL
19
ARBITRATION
20
DEFAULTS AND COVENANTS REGARDING OTHER
AGREEMENTS
21
TERM
22
RELATIONSHIP OF PARTIES
23
NOTICES
24
COVENANTS RUNNING WITH THE LAND
25
MISCELLANEOUS PROVISIONS
SIGNATURES
NOTARY PAGES
iv
EXHIBIT I
EXHIBIT 2
EXHIBIT 3
EXHIBIT 4
EXHIBIT 5
EXHIBIT 6
EXHIBIT 7
EXHIBIT 8
ATTACHMENT A
ATTACHMENT B
ATTACHMENT C
v
CO-TENANCY AGREEMENT
1.
PARTIES:
The parties to this agreement are: ARIZONA PUBLIC SERVICE COMPANY, an Arizona
corporation (hereinafter referred to as "Arizona"); PUBLIC SERVICE COMPANY OF
NEW MEXICO, a New Mexico corporation (hereinafter referred to as "New Mexico");
SALT RIVER PROJECT AGRICULTURAL IMPROVEMENT AND POWER DISTRICT, an agricultural
improvement district, organized and existing under the laws of the State of
Arizona (hereinafter referred to as "Salt River Project"); TUCSON ELECTRIC POWER
COMPANY, an Arizona corporation currently known as Tucson Electric Power Company
(hereinafter referred to as "Tucson"); and Navajo Transitional Energy Company, a
limited liability company wholly owned by the Navajo Nation or