ELECTRIC DISTRIBUTION AND TRANSMISSION FRANCHISE A

ELECTRIC DISTRIBUTION AND TRANSMISSION FRANCHISE

A FRANCHISE TO TUCSON ELECTRIC POWER COMPANY, AN

ARIZONA CORPORATION, ITS SUCCESSORS AND ASSIGNS,

GRANTING THE RIGHT, PRIVILEGE, LICENSE AND FRANCHISE

TO CONSTRUCT, MAINTAIN, AND OPERATE UPON, OVER,

ALONG, ACROSS, AND UNDER SPECIFICALLY ENUMERATED

STREETS, AVENUES, ALLEYS, HIGHWAYS, BRIDGES, AND

OTHER RIGHTS-OF-WAY IN THE CITY OF TUCSON, ARIZONA,

ELECTRIC LINES, TRANSMISSION, AND DISTRIBUTION SYSTEM

AND NECESSARY APPURTENANCES FOR THE PURPOSE OF

SUPPLYING ELECTRICITY, TO THE CITY AND ITS SUCCESSORS,

THE INHABITANTS THEREOF, AND PERSONS AND

CORPORATIONS WITHIN THE LIMITS THEREOF FOR A PERIOD OF

TWENTY-FIVE (25) YEARS; AND PRESCRIBING CERTAIN RIGHTS,

DUTIES, TERMS, AND CONDITIONS.

SECTION 1. DEFINITIONS.

For the purposes of this Agreement, the following terms, phrases, words, and their

derivatives shall have the meanings given in this Section. When consistent with the context,

words used in the present tense include the future, words in the plural number include the

singular number, and words in the singular number include the plural number. The word

"shall" is mandatory and "may" is permissive. Words not defined in this Section or in A.R.S.

§§ 40-201, et seq., shall be given their generally accepted meaning in the electric utility

industry.

"Agreement" means this Franchise Agreement;

"Board" means the Dispute Resolution Board;

"City" means the City of Tucson;

"Company" means Tucson Electric Power Company, a corporation organized and

existing under and by virtue of the laws of the State of Arizona, its successors, and assigns;

“Council" means the Mayor and Council of the City of Tucson;

"Electric Service Provider" or “ESP” means a company supplying, marketing, or

brokering at retail any competitive services pursuant to a certificate of convenience and

necessity;

"Facility" or “Facilities” means and includes, but is not limited to, electric works

of each and every voltage, systems, improvements, and equipment of the Company such as

electric substations, boxes, conduits, transformers, wires, cables (including but not limited to

fiber optic cable), poles, meters, electrical equipment, electric vehicle charging infrastructure

(including Electric Vehicle Supply Equipment or Electric Vehicle Charging Equipment

(“EVSE”) intended to be placed in the Right-of-way for use directly by vehicles) and all

necessary appurtenances thereto;

“Gateway Corridor Zone” means applicable rights-of-way and real properties

designated on the City’s Major Streets and Routes Plan pursuant to Article 5.5 of the City’s

Uniform Development Code, as may be amended.

"Member" means a member of the Utility Committee;

10.

"Right-of-way" means the surface, the air space above the surface and the area

below the surface of any public streets, roadways, highways, avenues, lanes, alleys, courts,

places, curbs, sidewalks, public utility easements, or other public ways in the City which have

been or may hereafter be dedicated to or otherwise acquired by the City;

11.

“Scenic Corridor Zone” means applicable rights-of-way and real properties

designated on the City’s Major Streets and Routes Plan pursuant to Article 5.3 of the City’s

Uniform Development Code, as may be amended.

12.

“Transmission Line” means TEP Facilities operating at 115 kilovolts (kV) or

higher.

13.

"Wire" is inclusive of, but not limited to, fiber optic cable, radio frequency (RF)

cable, electrical wire and telephone/data cable.

SECTION 2. GRANT OF FRANCHISE.

There is granted to the Company the right, privilege, and franchise to construct,

maintain, and operate upon, over, along, across, and under the present and future Right-of-

way of the City an electric transmission and distribution system together with all necessary

Facilities for the purpose of supplying electricity to the City, its successors, its inhabitants,

and all persons and corporations either within or beyond the limits thereof. This grant shall

extend to all Right-of-way as is now designated or may be designated in the future within the

corporate limits of the City and any part thereof or as now located or as they may be hereafter

altered or extended with the present or future limits of the City commonly or officially

designated in part as those set forth upon the City of Tucson Zoning Maps described in Section

1.4.2 of the City Unified Development Code as now in effect or hereafter amended. Nothing

contained in this Agreement shall be construed to authorize the Company to engage in

activities other than those authorized herein.

Notwithstanding the foregoing, to the extent that Company wishes to provide EVSE

in any portion of the Right-of-way for use directly by any type of vehicle, Company shall

obtain prior written approval from the City. Such approval shall be subject to City regulation

and shall not be unreasonably withheld or delayed.

SECTION 3. NON-EXCLUSIVITY.

The right to use and occupy the Right-of-way for the purposes set forth in this

Agreement is not and shall not be deemed an exclusive franchise. The City reserves the right

to itself to make or grant a similar use in the Right-of-way to any person, firm, or corporation.

SECTION 4. EFFECTIVE DATE AND DURATION.

This Agreement shall become effective on June 1, 2023, after approval by a majority

of the qualified electors residing within the corporate limits of the City and voting at a

municipal election called pursuant to Article 13, § 4 of the Arizona Constitution, A.RS. § 9-

501, et seq., and Chapter XVII of the City Charter to be held in the City on May 16, 2023 for

that purpose and shall continue until June 1, 2048. The Company shall file with the City, on

or before the approval of this Agreement by the Council, its execution of or written acceptance

of all terms, provisions, and conditions of, this Agreement.

SECTION 5. RENEGOTIATION OF TERMS.

(a)

Renegotiation. At Ten (10) and Fifteen (15) years after the date upon which

this Agreement becomes effective, or upon assignment of this Agreement pursuant to Section

25, the City or Company may request the renegotiation of the terms of the following sections:

9 (Office), 10(e) (Community Resilience Fee), 16 (Utility Planning and Coordination

Committee), 16.5 (Community Resilience Coordination Committee), 17 (Construction,

Maintenance, and Repair of Right-of- way), 20 (Permits and Licenses), and 21

(Undergrounding). If the City or Company refuses to enter into negotiations, the Company or

City may terminate this Agreement by giving written notice of termination to the other party.

If the City or Company terminates this Agreement pursuant to this Section, the Agreement

shall end on the first anniversary date immediately subsequent to the notice of termination. If

the City and Company reach agreement on renegotiated provisions, the renegotiated

provisions shall become effective immediately upon acceptance by the Company and approval

by the Council.

(b)

Impasse. In the event the parties to this Agreement reach an impasse after

entering into good faith negotiations, the issue may be referred to the Board for resolution.

The recommendation of the Board is not binding on either party. If either party rejects the

recommendation of the Board, the City or Company may terminate this Agreement in

accordance with Subsection (a).

(c)

Effect of Termination. Should this Agreement be terminated pursuant to

Subsection (a) of this Section 5, Company and City agree to the following:

Company shall be allowed to continue to collect and use the Community

Resiliency Fee for any indebtedness incurred by Company pursuant to a resolution of

the Community Resilience Coordination Committee prior to said termination

(“Committee Resiliency Indebtedness”) until the indebtedness is satisfied or the 10

anniversary of the effective date of the Agreement, whichever shall come later;

This Section 5(c), Section 10(e) and Section 23 below shall survive the

termination of this Agreement until any Community Resiliency Indebtedness is

satisfied or the 25

anniversary of the effective date of this Agreement, whichever

shall come first.

Company shall continue to comply with all applicable laws, rules and

regulations for operating, maintaining, replacing or installing Facilities in, on, under

or over the Right-of-way, including acquiring required permits as necessary;

City and Company shall negotiate in good faith for a new franchise to

present to the voters of the City of Tucson pursuant to A.R.S. § 9-501;

Section 23 of the Agreement shall apply as if the Agreement was not

renewed;

SECTION 6. GEOGRAPHICAL SCOPE.

This Agreement shall extend to and include all those specific and particular streets,

avenues, alleys, highways, bridges, and other Rights-of-way within the limits of the City, and

any part thereof, either as now located and as they may be hereafter located, annexed, altered,

or extended within the present or future limits of the City.

SECTION 7. THIRD PARTY ACCESS TO COMPANY'S SYSTEM.

(a)

Access Requirements. Except as provided by Subsection (b), entities other than

the City and Company may occupy or use the Company's Facilities only if:

the entity obtains the permission of the City and Company and pays all

appropriate fees to the City;

such use or occupation of the Facilities by the entity does not interfere

with the Company or City's use of the Facilities or the use of such Facilities by entities

holding a valid franchise from the City;

such use or occupation does not endanger public health or safety;

the entity indemnifies and holds the City and Company harmless for any

such use or occupation and, unless otherwise mandated by applicable law, the

Company incurs no additional expense in connection therewith; and

the entity agrees to relocate such use or occupation of Company’s

Facilities as described further in Section 7(c) below.

(b)

Access Allowed for Electric Service Providers. Subsection (a) does not apply

to Electric Service Providers holding a valid certificate of convenience and necessity from the

Arizona Corporation Commission and who use the Company’s distribution system to deliver

electricity to customers in the City.

(c)

It is recognized and understood that, pursuant to legal mandates, certain utility

poles (“Occupied Pole(s)”) within the Right-of-Way contain both Facilities of the Company

and wires, cables and other appurtenant facilities (“Third Party Attachments”) of other entities

(“Attaching Entity(ies)”) that are not Company property. Company shall require that each

Attaching Entity maintain an agreement (a “Pole Attachment Agreement”) which shall

include an obligation of the Attaching Entity to relocate all Third Party Attachments of such

Attaching Entity within 60 days, or such other minimum time mandated by applicable law, of

Company’s request.

Company shall cooperate in good faith with the City to facilitate the prompt

relocation of

Third Party Attachments

and, within 10 business days of

completion of the

relocation of Company’s Facilities,

shall

provide a request to each Attaching Entity to relocate

the Third Party Attachments. Upon completion of all work necessary to relocate its Facilities,

the Company shall provide notice to the City of such completion.

In lieu of enforcing the Pole

Attachment Agreement, Company has the right, but not the obligation, to transfer ownership of

and any interest in the Occupied Pole and assign the attendant Pole Attachment Agreement to the

City. City shall have no obligation to accept such transfer.

SECTION 8. COMPANY STOCK.

The Company, or any entity holding this Agreement or doing any business hereunder,

shall not issue any of its corporate stock on account of this grant. Any violation of the terms

of this Section shall, at the option of the City and upon the passage of appropriate ordinance

by the Council, operate as a forfeiture of this grant.

SECTION 9. OFFICE LOCATION AND SERVICE RESPONSE.

The Company shall maintain an office within the corporate limits of the City, provide

a toll free telephone number, and shall provide prompt, reasonable responses to customers'

service requests. The office must be sufficient in size and staffing to serve the needs of its

customers throughout its service territory. The Company shall provide a 24-hour toll free

telephone number for emergency use that is available seven (7) days a week.

SECTION 10. FRANCHISE AND OTHER FEES.

(a)

As used herein, “Applicable Revenues” shall mean all amounts actually

received by Company from the retail sale and/or delivery by Company of electricity within

the present or any future corporate limits of the City customers and from the delivery of

electricity consumed by the City, whether inside or outside of its corporate limits, including

regulatory assessments but excluding sales tax, gross revenue tax and similar governmental

impositions and taxes.

(b)

Imposition of Franchise Fee. The Company, its successors and assigns for and

in consideration of the grant of this franchise shall pay to the City a sum equal to two and one

quarter percent (2.25%) of all Applicable Revenues of Company as shown by Company’s

billing records (the “Franchise Fee”). Except as otherwise stated in Section 11, the Franchise

Fee shall be in lieu of any and all fees, charges or exactions of any kind otherwise assessed

by the City in any way associated with Company’s use of the Right-of-way, including, but

not limited to, the construction or repair of Company’s facilities hereunder or for permits or

inspections thereof during the term of this franchise.

(c)

Payment of Franchise Fee. The Franchise Fee shall be paid by the Company to

the City in quarterly installments within thirty (30) days after the end of each quarterly period

(the “Quarterly Payments”). The first Quarterly Payment shall be due thirty (30) days after

September 30, 2023.

(d)

Public Benefits Fee.

(1)

Use of Franchise Fee. One-ninth (1/9) of the Quarterly Payments may

be used in accordance with Paragraph (2).

(2)

Use of Fee. The revenues described in Paragraph (1) may be

appropriated by the Council to be used as follows:

(A)

Low Income Assistance. To fund low-income energy assistance

programs such as weatherization, residential lifeline service, senior discount,

bill assistance, and rate discount programs.

(B)

Undergrounding. To pay the City's share of electric transmission

and distribution line undergrounding expenses incurred under Section 21.

(C)

Renewable Energy Incentives. To fund programs designed to

encourage the use of renewable energy.

(e)

Community Resilience Fee. In addition to the Franchise Fee, Company shall

collect an amount equal to 0.75% of all Applicable Revenues of the Company (the

“Community Resilience Fee”) which shall be retained by the Company and disbursed by the

Company pursuant to Sections 10(e) and 16.5 herein for the purposes (the “ Community

Resilience Fee Purposes”) of (1) funding costs associated with the underground installation

of new Company Facilities or conversion to underground of existing Company Facilities

currently installed overhead and (2) projects that support the City’s implementation of the

City’s now current Climate Action and Adaptation Plan specifically including efforts to (i)

decarbonize City-owned and operated buildings and facilities, (ii) promote distributed energy

resources such as rooftop solar to provide local renewable energy and enhance energy

resilience, (iii) pursue additional local sources of renewable energy, including resource

recovery and heat exchange, (iv) promote electric vehicles via charging infrastructure

expansion, (v) transition public agency fleets to zero-emission and net-zero-emission vehicles,

(vi) establish accessible resilience hubs across all City Wards to provide information and

resources related to climate preparedness and response, (vii) bolster City-owned and

community-wide heat mitigation resources to reduce urban heat island effect and protect

vulnerable individuals and communities, (viii) deploy and maintain equitable nature-based

solutions that reduce or sequester emissions, improve ecosystem health, and bolster climate

resilience, and (ix) bolster community and regional networks to improve community-wide

emergency response and resource-sharing. For the first ten (10) years following the effective

date of this Agreement, the Community Resilience Fee shall be prioritized towards funding

costs associated with the underground installation of new Company Facilities. The

Community Resilience Fee shall be retained by the Company within an interest bearing trust

account and the fees so retained (the “Community Resilience Fund”) shall not be used for

any purpose other than the Community Resilience Fee Purposes, subject to the conditions of

Section 16.5 herein. The Community Resilience Fee shall be paid by the Company to the

Community Resilience Fund in quarterly installments within thirty (30) days after the end of

each quarterly period beginning thirty (30) days after September 30, 2023. Company and City

agree that the Community Resilience Fee is not intended to be a payment to the City and

should the Community Resilience Fee be determined to be a payment to the City by a court

of competent jurisdiction, this provision shall be considered null and void and City and

Company agree to renegotiate this Section 10(e) and any related provisions within 90 days of

such determination.

(f)

Lien. For the purpose of securing to the City the payments required to be made

under Section 10(b), the City shall have a lien and the same shall be charged upon all the

property, estate, and effects of the Company in any form, real, personal, or mixed. The City

may enforce this lien by civil action in a court of competent jurisdiction, but such lien shall

be subordinate to any mortgages or deeds of trust securing any bona fide indebtedness.

SECTION 11. FRANCHISE AGREEMENT NOT IN LIEU OF OTHER FEES OR

TAXES; TREATMENT OF PUBLIC UTILITY EASEMENTS.

(a)

In General. The fees required by Section 10 shall not exempt the Company

from the payment of (i) general ad valorem property taxes; (ii) transaction privilege and use

tax as authorized by law and collected by Company for its retail sales to its customers within

the present and any future corporate limits of City; and (iii) other charges, taxes or fees

generally levied upon businesses by the City, provided said charge, tax or fee is a flat fee per

year and that the annual amount of such fee does not exceed the amount of similar fees paid

by any other businesses operated within the City. This section shall be interpreted as requiring

the Company to obtain a permit for construction only as required by applicable City Charter,

Code, or ordinance.

(b)

Public Utility Easements. The City may not impose any additional fees for the

Company's use of public utility easements because of such easements being a part of the

Right-of-way under this Agreement.

SECTION 12. INFORMATION REQUIREMENTS; AUDITS; BILLING.

(a)

Existing and Future Infrastructure. The Company shall provide to the City,

within one (1) year following the effective date of this Agreement, a map of all Company

Facilities and all other significant features located within the Right-of-way. This map must be

in an electronic format. Upon completion of new or relocation construction of any

underground Facilities in the Right-of-way, the Company shall, within sixty (60) days after

the date of completion, provide the City with installation records showing the location of the

underground and above ground Facilities in an electronic format.

(b)

Transaction Data. The Company shall provide to the City Director of

Operations or the Director's designee, on a quarterly basis, a list of each customer class and

rate code as categorized by the Company for customers taking service within the corporate

limits of the City. The Company shall provide, on a quarterly basis, monthly and total sales

for each customer class by rate code with each fee payment. Breakdown of data shall be by

(1) monthly volumetric usage by customer class and rate code, (2) details of any exemptions,

(3) supporting worksheets, and (4) a count of customers, by customer class, who have

switched to direct access. If requested by the City, the Company shall provide the City with

data broken down into (1) the number of customers by class and rate code, (2) gross Company

revenue by customer class and rate code, and (3) monthly demand data by customer class and

rate code. The City may not request such data more than once every twelve (12) months.

(c)

Audit Requirements.

Record Requirements. The Company shall keep and maintain complete

and accurate books and records of its business and operations for the purpose of

ensuring compliance with this Agreement.

Inspection of Records. For the purpose of verifying all amounts payable

pursuant to this Agreement and verifying the Facilities within the City’s Right-of-Way,

the books and records of the Company shall be subject to inspection by duly authorized

officers or representatives of the City at reasonable times no more frequently than at

the close of each quarterly period. City and Company agree to confer regarding any

alleged or reported discrepancies or irregularities in Company procedures or activities

relating to data submitted pursuant to this Section. Company shall provide responses

to inquiries made by the City within a reasonable amount of time.

(d)

Information Required by Other Regulatory Agencies. Upon written request by

the City, the Company shall provide at the City’s expense copies of any and all reports, data,

and any other type of information which the Company is required to submit to any other

governmental or quasi-governmental body, including, but not limited to, the United States of

America, the Federal Energy Regulatory Commission, the State of Arizona, and the Arizona

Corporation Commission. Reports, data, and any other types of information filed

confidentially and not available to the public do not have to be submitted to the City.

(e)

City Energy Usage. Upon written request by the City, the Company shall

provide to the City all information it maintains with respect to energy usage by the City at

each location in which electricity is delivered to a City owned or maintained location. Such

information may be requested only once every twelve (12) months and shall be provided at

the cost set by the Company's billing tariff as approved by the Arizona Corporation

Commission.

(f)

To the extent that technology exists or develops that increases the availability

of or the ability to use any or all of the aforementioned information via electronic transfer,

City and Company to make reasonable efforts to increase City’s ability to make use of such

technology or technologies.

SECTION 13. RELIABILITY OF UTILITY SERVICE.

(a)

Service Outage Map. On an annual basis, the Company shall provide to the

City a report of all service outages that last for longer than one (1) hour, technical upgrades

made to its distribution system, and efforts made to improve the reliability of the distribution

system.

(b)

Reporting and Access. The Company shall report in advance to the City any

plans to include technological advances relating to communications systems, such as fiber

optics, which may utilize Facilities already in place for the transmission of communication

signals, which Facilities may be installed by the Company for its use, the use of the City, or

for use of others as the Company may license. The City may use said Facilities if it reaches a

prior agreement with the Company regarding consideration for the use of said Facilities. In

no event shall the City's use impair the Company's ability to use its own Facilities. Upon

request of the City, the Company will provide a detailed report for the use of such

communications systems subject to protecting confidential information. Nothing contained

herein shall be construed to authorize the Company to engage in communications activities

for sale or lease nor shall this Agreement be construed as a franchise or license for said

telecommunications activities within the City.

SECTION 14. EMERGENCY PROCEDURES.

(a)

Company Equipment and Staff Requirements. The Company shall maintain

equipment and staff capable of providing timely emergency repairs and restoration of service

in case of power outages and other events which may present a danger to public safety or

health.

(b)

Joint Emergency Procedures. The Company shall cooperate with the City in

developing joint standard operating procedures for emergencies requiring the response of City

departments, such as Police and Fire, and the Company.

SECTION 15. INTERCONNECTIONS.

The Company shall provide information to its customers necessary for interconnection

of distributed generation with its distribution system. The Company must allow such

connections to its distribution system. The Company shall not impose any requirements,

standards, or tests on any grid-interconnected system exceeding applicable regulatory

standards or legal requirements.

SECTION 16. UTILITY PLANNING AND COORDINATION COMMITTEE.

(a)

Establishment. There shall be established a Utility Planning and Coordination

Committee (“Utility Committee”) composed of appropriate personnel of the Company to be

designated by the Company, and the City Engineer, the City Planning Director, or their

designee, and any other appropriately qualified personnel of the City which may be designated

by the City. Membership on the Committee may also include representatives from any other

utility or governmental agency providing utility service deemed by the City to be appropriate

for fulfilling the Committee's duties and purposes. Such other utilities or governments

providing utility service shall be participating Members in all respects except for participation

in the official reports and recommendations of the Committee under this Agreement as

described in Subsection (b).

(b)

Reports. The Utility Committee shall submit to the Council such official reports

and recommendations as are specifically provided for in this Section and such other reports

and recommendations as the City and Company may from time to time mutually determine to

be appropriate. Any such official report or recommendation shall be by mutual agreement of

both the City's and Company's representatives on the Committee. In the absence of mutual

agreement, the Committee may submit for the consideration of the Council a summary report

setting forth the various views of the Members relative to the particular matter, but such

summary report shall not have the weight of an official report or recommendation of the

Utility Committee as a whole.

(c)

Purposes. The purposes of the Utility Committee shall be to:

provide coordination between the Company and the City in the

expansion, maintenance, or relocation of the utility system of any of the Members and other

existing or permitted activities within or uses of the City's Right-of-way.

insure that long-range planning of the Members and the City on the

extension of utility services maximizes the efficient and orderly expansion of the utility

system and minimizes the impact upon the infrastructure of other users of the Right-of-way.

insure that the Members' and the City's utility systems are expanded and

modified in the public interest, avoiding undue cost burdens upon customers and taxpayers,

that such expansions and modifications are coordinated in a manner to avoid arbitrary or

reasonably avoidable interference with the City's planned uses of its Right-of-way, or with

utility systems of others, and that environmental consequences have been considered.

minimize costs associated with growth or changes to the Members' utility

systems and the City's infrastructure occasioned by changes, relocations, or other

modifications in those systems which presently affect existing utility systems of the Members

and the City.

develop joint emergency procedures.

coordinate efforts to provide to the City location information of

Members' utility systems within the Right-of-way in an electronic format compatible with the

City's GIS system for recording utility system locations.

(d)

Submission of Plans. All proposed changes in a Member's utility system within

the corporate limits of the City shall be submitted to the Utility Committee thirty (30) days

before a Member's commencing construction on any such project. Changes submitted to the

Utility Committee shall be new transmission or distribution lines operating at 46 (forty-six)

kV or greater, relocation or increase in capacity of existing electric distribution Facilities of

any size from rear lot lines or alleys to other Rights-of-way, or extensions of transmission or

distribution Facilities in excess of one-quarter (1/4) mile within any Right-of-way, and, on the

City's part, any extensions of City water lines or other municipal utility systems which would

cause relocation of a Member's utility system. The Utility Committee shall meet and review

any changes proposed by a Member in its utility system or proposed by the City in its water

system within the corporate limits of the City and, should appropriate governmental action be

deemed advisable, submit a recommendation of such action to the Council. In the event that

any Member's submission results in the delay of service to a customer otherwise entitled to

service, the extension may be completed and submitted for review at the next regular meeting

of the Utility Committee.

(e)

Growth Report. The Utility Committee shall, at the request of the City, prepare

and present to the Council an official report and analysis of the projected growth of the City

relating to future utility requirements, taking into account such factors as present and proposed

zoning, public building projects, annexation programs, public streets, highways and

transportation plans, building codes, and economic development trends and objectives. This

analysis shall be designed to project the general location and capacity requirements of the

Members within the City for generation, transmission, and substation Facilities for electric

power and such major municipal utility projects as may be required by the City or other

utilities serving within the City. This analysis and projection shall address periods of five (5)

years and ten (10) years, shall be reviewed and updated on a periodic basis by the Utility

Committee, and shall be submitted to the Council for review.

(f)

Meetings. The Utility Committee shall endeavor to meet at least once a month

or as often as necessary as determined by the Members.

(g)

Exception. Nothing contained in this Section shall be construed to prohibit the

Company from going forward with any activity that is otherwise in conformance with the

orders, rules, and regulations of the Arizona Corporation Commission and other applicable

legal requirements.

SECTION 16.5 COMMUNITY RESILIENCE COORDINATION COMMITTEE.

(a) Establishment. There shall be established a Community Resilience

Coordination Committee (“Community Resilience Committee”) of five members composed

of two members from the City, two members from the Company, and one member from either

the City, the Company or a third party to be approved by the City and Company.

(b) Purposes. The purposes (“Community Resilience Committee Purposes”) of the

Community Resilience Committee shall be to:

1. establish committee governance documents and rules as may be

necessary to carry out the Community Resilience Committee Purposes;

2. provide coordination between the Company and the City with respect to

requirements and cost obligations for the underground installation of new Facilities that are

required by applicable law to be constructed underground, or the conversion of aerial

Facilities to underground installation;

3. support the long-range planning of the Company and the City for

electricity services and promote the efficient and orderly expansion of Company Facilities

within the Right-of-Way to serve the City and its residents, while minimizing the impact upon

the overall aesthetic character of the City of Tucson’s natural resources and built environment,

as well as minimizing the impact upon Company ratepayers and City taxpayers of costs for

such Facilities within the Right-of-Way;

4. support the installation of Company Facilities within the Right-of-Way

in a manner that is consistent with applicable law and regulations and the voter-approved

General Plan and are coordinated in a manner that creates certainty for both the Company and

City concerning underground or overhead construction of Facilities in the Right-of-way;

5. pass resolutions upon the affirmative vote of three-fifths of the members

of the Community Resilience Committee directing the Company to use the Community

Resilience Fund towards the Community Resilience Fee Purposes except where such purpose

is undergrounding required pursuant to Section 21.

Siting. All siting of a Company Transmission Line shall be subject to applicable legal and

regulatory requirements, including A.R.S. §§ 40-360, et seq. Pursuant to such legal and

regulatory requirements, the Company shall comply with all public outreach obligations

which shall include the opportunity for the City to participate. The Community Resilience

Committee shall be consulted to the extent that a particular Transmission Line is to be sited

within a Gateway Corridor Zone or Scenic Corridor Zone. The Committee shall have the

authority to propose recommendations to the City and the Company about the location of a

Transmission Line within a Gateway Corridor Zone or Scenic Corridor Zone, which may

include recommendations about the desirability of undergrounding a particular segment of a

Transmission Line within a Gateway Corridor Zone or Scenic Corridor Zone,

recommendations about locating the Transmission Line outside of a Gateway Corridor Zone

or Scenic Corridor Zone, and the availability of funding from the Community Resilience Fund

that may be used towards undergrounding efforts within a Gateway Corridor Zone or Scenic

Corridor Zone. This Section shall not supersede any local, state or federal law or regulation

as to the requirements for undergrounding Facilities within the Right-of-way.

(d) Use of Community Resilience Fund. The Community Resilience Fund shall

only be used towards the Community Resilience Fee Purposes, and for no other use. The

Community Resilience Fund shall not be accessed by either the City or Company except

pursuant to a resolution of the Community Resilience Committee that states with specificity

the amount of the Community Resilience Fund that is to be used for the specific Community

Resilience Fee Purpose. In determining the amount of Community Resilience Fund to provide

to any given project, the Community Resilience Committee may consider all of the following:

1) the balance of the Community Resilience Fund not otherwise allocated to a project, 2) the

availability of any alternative or additional funding sources; 3) City’s General Plan and any

applicable Specific Plans; 4) City’s Climate Action and Adaptation Plan, 5) any impacts to

ratepayers and/or taxpayers; 6) alternative designs, if any, and 7) impacts of planned or

possible Facilities to be placed in the Right-of-way on City’s natural resources and built

environment.

(e) Cooperation. City and Company shall cooperate with the Community

Resilience Committee as necessary to provide information and data necessary to carry out

the Community Resilience Committee Purposes;

(f) Community Resilience Fund Report. The Committee shall, at the request of

the City, prepare and present to the Mayor and Council an official report and analysis of

projects considered by the Community Resilience Committee, together with an accounting

of the Community Resilience Fund.

(g) Meetings. The Community Resilience Committee shall meet as often as

necessary as determined by the Community Resilience Committee.

(h) Exception. Nothing contained in this Section shall be construed to prohibit the

Company or City from going forward with any activity that is otherwise in conformance with

the orders, rules, and regulations of the Arizona Corporation Commission and other applicable

local, state and federal legal requirements.

SECTION 17. CONSTRUCTION, MAINTENANCE, AND REPAIR OF THE

RIGHT-OF- WAY.

(a)

Interference with Public Uses. The Facilities to be constructed, installed,

operated or maintained hereunder, shall be so located or relocated as to interfere as little as

reasonably possible with traffic or other authorized uses of the Right-of-way, including that

of other utilities, over, under, or through the Right-of-way. Those phases of construction

relating to traffic control, back-filling, compaction, and paving, as well as the location or

relocation of said Facilities shall be subject to regulation by the City provided that such

regulation is not inconsistent with applicable local, state or federal law.

(b)

Repair of the Right-of-way. If, in the installation, use, or maintenance of its

Facilities, the Company damages or disturbs the surface or subsurface of any public road or

adjoining public property of the public improvement located thereon, therein, or thereunder,

the Company shall promptly, at its own expense and in a manner reasonably acceptable to the

City, restore the surface or subsurface of the public road or public property or repair or replace

the public improvement thereon, therein, or thereunder in as good a condition as before such

damage or disturbance. If such restoration, repair, or replacement of the surface, subsurface,

or any structure located thereon, therein, or thereunder is not completed within a reasonable

time after written notification by the City of any concern with the Company’s performance,

or such repair or replacement does not meet the City's lawfully adopted standards and the

Company fails to correct within thirty (30) days after written notification by the City of such

deficiency, the City shall have the right to perform the necessary restoration, repair, or

replacement either through its own forces or through a hired contractor, provided that such

forces or contractor is qualified to perform work near the applicable Facilities, and the

Company shall reimburse the City for its expenses in so doing within thirty (30) days after its

receipt of the City's invoice.

(c)

Construction Delay Costs. The Company shall promptly repair and restore any

property, street, alley, parkway, bridge, or public place in which the Company has performed

any construction activity within a time period designated in the written notice to the Company.

If, after the Company certifies to the City that its Facilities are no longer in conflict with a

public project, the City discovers the Company's Facilities in the Right-of-way are still in

conflict and so delays the project's construction causing the City to incur damages due to such

delay, the Company shall reimburse the City for those damages attributable to the delay

created by the conflict.

(d)

City Notification of Delay. If the City becomes aware of a potential delay

involving the Company's Facilities, the City shall promptly notify the Company of this

potential delay and offer the Company thirty (30) consecutive days to respond to such

notification.

SECTION 18. RELOCATION OF AND CONFLICTS WITH SERVICE.

(a)

Relocation Requirement. Whenever the City shall, for a lawful purpose, require

the relocation or reinstallation of any Facility of the Company or its successors in any of the

Rights-of-way or public property of the City, the Company shall, upon notice of such

requirement and within a reasonable amount of time, commence work to remove and relocate

or reinstall such Facilities as may be reasonably necessary to meet the requirements of the

City. The Company shall pay the costs of any such relocation or reinstallation unless it can

demonstrate to the City that its Facilities were lawfully installed therein prior to the

conveyance, dedication, or other transfer by any party of the Right-of-way to the public or to

the City. For the purposes of this Section, the acquisition of Right-of-way by the City from

another governmental entity shall not entitle the Company to reimbursement from the City for

relocation or reinstallation unless the Company can demonstrate to the City that the

Company's Facilities were lawfully installed therein prior to the conveyance, dedication, or

other transfer by any party of the Right-of-way to the other governmental entity. Any money

and all rights to reimbursement from the State of Arizona or the federal government to which

the Company may be entitled for work done by the Company pursuant to this Section shall be

the property of the Company. The City shall assign or otherwise transfer to the Company all

rights it may have to recover costs for such work performed by the Company and shall

reasonably cooperate with the Company's efforts to obtain reimbursement. Reimbursement to

Company under this Section shall not include upgrades or improvements of Company’s

Facilities as they existed prior to relocation.

(b)

Discovery of Conflicts. If, during the design or construction for public

improvements, the City discovers a potential conflict with proposed construction, the

Company shall locate and, if necessary, expose its Facilities in conflict. The City shall make

every reasonable effort to design and construct projects to avoid or minimize relocation

expense to the Company. The Company agrees to furnish the location information within a

time frame determined by the Utility Committee or, in the absence of such a determination, a

reasonable amount of time from the date of the discovery of the potential conflict. For

avoidance of doubt, the timeframes for marking underground facilities in A.R.S. § 40-360.22

shall be presumed to be reasonable to furnish the location information described in this

Section.

(c)

Company Obligations if Conflict Exists. If, during the course of a project, the

City determines that the Company's Facilities are in conflict the following shall apply:

Prior to City's Notice to Proceed to its Contractor. The Company shall,

within a reasonable time after receiving written notice from the City, remove or relocate the

conflicting Facility.

After City's Notice to Proceed to its Contractor. The City and Company

shall immediately begin the coordination necessary to remove or relocate the Facility. Actual

construction of such removal or relocation shall begin within a reasonable amount of time

after written notification from the City to the Company of the conflict.

(d)

Prior Right of City. The City reserves the prior and superior right to lay,

construct, erect, install, use, operate, repair, replace, remove, relocate, regrade, widen, realign,

or maintain any street and public ways, aerial, surface, or subsurface improvement for all

public purposes, including but not limited to water mains, traffic control conduits, cable and

device, storm sewers, subways, tunnels, bridges, viaducts, or any other public construction

within the Rights-of-way of the City. The Company shall move its Facilities, consistent with

Subsection (a), that are located in the Right-of- way at its own cost to such a location as the

City directs.

(e)

Relocation of Non-Company Systems. Consistent with the limitations of

Subsection (a), if a conflict exists between the Company's future or existing Facilities and

future or existing City utility or communication systems, or non-City utility systems

occupying the Right-of-way under authority of a City permit, franchise, or license, the City

shall not bear the cost of relocating such City systems or non-City systems, regardless of the

function served, where such systems must be relocated and the conflict between the

Company's potential Facilities and existing Facilities can only be resolved by the movement

of the existing City or permittee systems.

SECTION 19. PROJECT DESIGN MODIFICATIONS.

If City construction projects require design modifications as a direct result of the

Company's Facilities in the Right-of-way, the City and Company shall make reasonable

efforts, including design modification if practicable, to avoid conflicts with Company

Facilities. The Company shall pay for any increased construction or redesign costs caused by

such modification unless the location of Company’s Facilities within the Right-of-way

reasonably should have been known by the City prior to project design, was not factored into

such design by the City, and there exists a suitable alternative design that meets the City’s

objectives which would not conflict with Company’s Facilities, in which instance the costs of

such design modification shall be borne by the City. Such modifications may be made only in

the event the City and Company determine that modification of the project is more feasible

than relocation of the Facility.

SECTION 20. PERMITS AND LICENSES.

(a)

Permit Requirement. The Company shall, when required by applicable City

Charter, Code, or ordinance, obtain a permit and pay all applicable fees prior to removing,

relocating, or reconstructing, if necessary, any portion of its Facilities in the Right-of-way.

Whenever the Company causes any opening or alteration to be made for any purpose in any

Right-of-way, the work shall be completed within a reasonable time and the Company shall,

consistent with the requirements of applicable City Charter, Code, or ordinance, without

expense to the City, and upon the completion of such work, restore the property disturbed in

a manner consistent with the City's duly adopted standards or as required by its permit which

may incorporate special standards when required for City purposes. Pursuant to applicable

City Charter, Code, or ordinance, the City shall issue such permit to the Company on such

conditions as are reasonable and necessary, and not inconsistent with applicable local, state

and federal law and regulation, to ensure compliance with the terms and conditions of this

Agreement and any other applicable ordinance or rule or regulation of the City.

SECTION 21. CITY REQUIRED UNDERGROUNDING WHERE NOT REQUIRED

BY LAW.

(a)

In General. Subject to Subsection (c), in any area where the Company is not

required, pursuant to federal, State, or local law or agreement, to place its Facilities

underground, in any new construction or relocation of aerial transmission or distribution lines,

the City may require the Company to place such lines underground if the City pays the

difference between the cost of placing such lines underground and the cost of placing them

aerially.

(b)

City Projects. In the design and construction of any City project, the Company

shall, at the City's option, relocate existing aerial lines underground. The Company shall

provide to the City a design and an itemized cost estimate for such undergrounding. Subject

to Subsection (c), the City shall pay all costs associated with the undergrounding required by

this Subsection except for the Company's electrical engineering costs for design and cost

estimate for such undergrounding.

(c)

Exception to Undergrounding. The Company shall be required to place new

aerial transmission or distribution lines underground pursuant to this Section only when such

placement is feasible for technical or system reasons. Such reasons cannot include the

monetary cost of the proposed undergrounding project.

(d)

Joint Use of Trenches. In the construction of new underground Facilities or the

relocation of existing aerial Facilities underground, the Company shall notify all Members of

the Utility Committee within a reasonable amount of time prior to construction. Any Member

of the Utility Committee shall be permitted to co-locate its utility system, lawfully permitted

in the Right-of-way, in the proposed underground location upon such reasonable terms and

conditions as the Company may require so long as such co-location does not interfere with

Company’s Facilities or use of the Right-of-way.

(e)

Moratorium on Relocations. If the Company undergrounds Facilities pursuant

to the provisions of Section 16.5, Section 18 or Section 21, then the Company shall not be

required to pay any cost for relocating such line for a period of ten (10) years after completion

of such undergrounding.

SECTION 22. CITY ACCESS TO COMPANY INFRASTRUCTURE.

(a)

In General. The Company shall, without cost to the City, allow the use by the

City of space in excess of the Company's existing or projected requirements upon its Facilities

for Wires for fire alarm, police, and communications purposes of the City. The Company shall

furnish, string on the available space on its poles, and maintain all Wires and fixtures

necessary for fire alarm, police, and communication purposes of the City that are located on

Company Facilities. The City shall pay the Company's actual cost for providing such access

to Company’s Facilities, including the furnishing, stringing and maintaining of City Wires

and fixtures, as described in this Section.

(b)

City Access to Company Underground Facilities. Whenever the Company

proposes to install new underground conduits or replace existing underground conduits within

or under the Right-of-way, it shall notify the City as soon as reasonable prior to such

construction and shall allow the City, at its own expense and without charge to the Company,

to share the trench of the Company to lay its own conduit. The City's access may not

unreasonably interfere with the Company's Facilities, the utility systems of other entities

lawfully permitted in the Right-of-way, or delay the accomplishment of the project.

(c)

Excess Capacity. If requested by the City under Subsections (a) and (b), the

design of any new or upgraded infrastructure of the Company shall provide for capacity

dedicated for City use. The City shall pay all costs of design, construction, and maintenance

of such infrastructure associated with such additional capacity.

(d)

Indemnification. The City shall indemnify and hold harmless the Company, its

officers, employees, agents, and servants against and from any and all claims, demands,

causes of action, suits, proceedings, regardless of the merits of the same, damages, including

damages to Company property, liability, and costs or expenses of every type, all or any part

thereof which arises by reason of any injury to any person or persons, including death, or

property damage, resulting from the gross negligence of the City, its officers, boards,

commissions, agents, employees, and servants which may be occasioned by the use set forth

in this Section or while performing any functions in proximity with the Company's operations

under this Agreement except to the extent caused by Company's negligence.

SECTION 23. FAILURE TO RENEW AGREEMENT.

If this Agreement is not renewed prior to the expiration of its term and the City has not

purchased or condemned the Facilities, the Company and the City agree to abide by the terms

of this Agreement for one (1) year after such expiration or until a new agreement is reached,

whichever occurs first.

SECTION 24. REMOVAL OF FACILITIES.

When the Company abandons any of its Facilities and records such abandonment

pursuant to A.RS. § 40-360.30(A), it shall notify the City of such abandonment. Abandoned

Facilities shall be removed from the Right-of-way to the satisfaction of the City at Company's

cost unless permitted by the City to be left in place in such manner as the City may prescribe.

The Company shall, to the satisfaction of and without cost or expense to the City, promptly

remove such Facilities. All City property affected by such removal shall be repaired and

restored by the Company consistent with the provisions of this Agreement upon written notice

from the City. Any such Facilities which are not removed within one hundred twenty (120)

days of either the date of abandonment or of the date the City issues a permit authorizing

removal, whichever is later, shall automatically incur charges to be determined by the City.

For the purposes of this Section, "abandoned" has the same meaning as that term has in A.R.S.

§ 40-360.21(1).

SECTION 25. SUCCESSORS OR ASSIGNS.

(a)

Assignment Requirements. The right, privilege, or franchise granted by this

Agreement shall not be leased, assigned, or otherwise alienated without the express consent

of the City evidenced by an ordinance or resolution passed by the Council. The Company

shall provide not less than ninety (90) days' notice to the City prior to any such assignment.

No dealing with the lessee or its assigns on the part of the City to require the performance of

any act or payment of any compensation by the lessee or his assigns shall be deemed to operate

as such consent. Any assignment shall become effective upon the passage of an ordinance or

resolution by the City and written acceptance of this Agreement and any renegotiated terms

by the successor.

(b)

City Consent Provided. The consent of the City is given to the Company to

subject this grant and any property constructed or operated under it to any present or future

mortgage or other charge incurred by the Company in the ordinary course of business solely

for the purpose of securing bonds, notes, or other obligations of the Company. A mortgagee,

creditor, or trustee may exercise its rights under any such mortgage or charge without further

consent of the City and may purchase at judicial, trustee's, or other involuntary sale and may

own and exercise this Agreement and the rights granted by it, but shall be equally subject,

with the Company, to the duties and obligations imposed by this Agreement.

SECTION 26. REGULATION BY THE CITY.

As required by the City Charter, the City expressly reserves to itself, subject to the

limitations of the Constitution and laws of Arizona, the right, whether in terms reserved or

not, to make all regulations which shall be necessary to secure, in the most ample manner, the

safety, welfare and accommodation of the public, including, among other things, the right to

pass and enforce ordinances to require proper and adequate extensions of the service of such

grant, to protect the public from danger or inconvenience in the operation of any work or

business authorized by this Agreement, and to make and enforce all such regulations as shall

be reasonably necessary to secure adequate, sufficient, and proper service, extensions, and

accommodations for the people and ensure their comfort and convenience. The City, subject

to the limitations of the Constitution and laws of Arizona, shall have full power to enforce, by

forfeiture or otherwise, compliance by the Company with all of the terms and conditions of

this Agreement for the effective security of efficient service or for the continued maintenance

of the property of the Company in good condition and repair throughout the term of this

Agreement.

SECTION 27. DISPUTE RESOLUTION.

(a)

In General. If a dispute exists regarding an obligation of the City or Company

under this Agreement and the matter cannot be resolved through the mutual agreement of the

parties, such controversy may be, but need not be submitted to arbitration. The arbitration

procedures described in A.RS. § 12-1501, et seq. (Uniform Arbitration Act), shall be followed

to the extent they do not conflict with the provisions of this Section.

(b)

Dispute Resolution Board. All disputes regarding an obligation of the Company

or City under this Agreement may be submitted to a Dispute Resolution Board. The Board

shall consist of one member selected by the City, one member selected by the Company, and

a third person agreed upon by both parties. The person agreed upon by both parties shall be

chairperson of the Board. The City and the Company shall share expenses for the Board

equally.

(c)

Decisions of the Board. The Board shall hear disputes promptly and render an

opinion as soon as possible but in no event later than sixty (60) days after the Board has

concluded the arbitration proceedings. Decisions of the Board are not binding on the City or

the Company.

SECTION 28. ENTIRE AGREEMENT.

This Agreement constitutes the entire agreement of the parties. There have been no

representations made other than those contained in this Agreement or any exhibits.

SECTION 29. SEVERABILITY.

(a)

In General. Except as provided in Subsection (b), if any provision of this

Agreement is adjudged invalid or unconstitutional, the same shall not affect the validity of

this Agreement as a whole or any part of the provisions hereof other than the part so adjudged

to be invalid or unconstitutional.

(b)

Exception. If any part of Section 10 is adjudged invalid or unconstitutional, this

entire Agreement will be deemed to be invalid and without effect.

SECTION 30. INDEMNIFICATION AND INSURANCE.

(a)

Indemnification. Except to the extent caused by the gross negligence or willful

misconduct of the City, the Company shall indemnify, defend, and hold harmless the City

from any and all claims, demands, suits, actions, proceedings, loss, cost, and damages of every

kind and description, including any reasonable attorney's fees and/or litigation expenses,

which may be brought or made against or by any person, caused by, arising out of, or

contributed to, in part, by reasons of any act, omission, professional error, fault, mistake, or

negligence of the Company, its employees, agents, representatives, or affiliates, their

employees, agents, or representatives in connection with or incidental to the performance of

this Agreement, or arising out of worker's compensation claims, unemployment compensation

claims, or unemployment disability compensation claims of employees of the Company

and/or its affiliates or claims under similar such laws or obligations.

(b)

Insurance. The Company shall maintain throughout the term of this Agreement

liability insurance to adequately insure and/or protect the legal liability of the Company with

respect to the installation, operation, and maintenance of its Facilities together with all the

necessary and desirable appurtenances authorized by this Agreement to occupy the Right-of-

way. Such insurance program will provide protection for bodily injury and property damage

including contractual liability and legal liability for damages arising from the operation by the

Company of its Facilities. Such insurance program shall comply with the insurance

requirements of the City Risk Manager. The Company shall file with the City documentation

of such liability insurance program within sixty (60) days following the effective date of this

Agreement and thereafter upon request of the City. Failure to file such documentation shall

render this Agreement voidable at the option of the City. The policy limits or any insurance

maintained in compliance with this Section shall not limit the Company's indemnification

requirements under Subsection (a).

SECTION 31. FORCE MAJEURE.

The Company shall not be deemed to be in violation of this Agreement for the delay of

performance or failure to perform in whole or in part its obligations under this Agreement due

to strike, war or act of war (whether an actual declaration is made or not), insurrection, riot,

act of public enemy, fire, flood, act of God, or by other events to the extent that such events

are caused by circumstances beyond the Company's control and are not caused by negligence

on the part of the Company or any person acting on its behalf. In the event that the delay in

performance or failure to perform affects only part of the Company's capacity to perform its

obligations under this Agreement, the Company shall perform such obligations to the extent

it is able to do so in as expeditious a manner as possible. The Company shall promptly notify

the City in writing of an event covered by this Section and the date, nature, and cause of the

event. The Company, in such notice, shall indicate the anticipated extent of such delay and

the obligations under this Agreement that will or may be affected by the delay or failure to

perform.

SECTION 32. AFFIRMATIVE ACTION.

The Company and its affiliates shall adhere to a policy of equal employment

opportunity and demonstrate an affirmative effort to recruit, hire, promote, and upgrade the

position of employees regardless of race, color, religion, ancestry, sex, age, physical handicap,

national origin, sexual or affectional preferences, or marital status.

SECTION 33. ELECTION.

This Agreement shall be submitted to be voted upon by the qualified electors residing

within the corporate limits of the City at a general or special municipal election of the City to

be held for that purpose. Before calling any such election, the estimated expenses of the

election, to be determined by the Council, shall be first deposited by the Company for such

franchise with the City Clerk.

SECTION 34. NOTICES.

Any notice required or permitted to be given hereunder shall be in writing, unless

otherwise expressly permitted or required, and shall be deemed effective either (i) upon hand

delivery to the person then holding the office shown on the attention line of the address below,

or, if such office is vacant or no longer exists, to a person holding a comparable office, or (ii)

on the third business day following its deposit with the United States Postal Service, first class

and certified or registered mail, return receipt requested, postage prepaid, addressed as

follows:

To City:

City of Tucson

Attn: City Manager

255 W. Alameda

Tucson, AZ 85701

Copy to:

City of Tucson

Attn: Utility Coordinator

Department of Transportation and Mobility

201 N. Stone Avenue

Tucson, AZ 85701

To Company:

Tucson Electric Power Company

Attn: Manager, Land Resources

88 E. Broadway Blvd.

Tucson, AZ 85701

Copy to:

Tucson Electric Power Company

Attn: General Counsel

88 E. Broadway Blvd.

Tucson, AZ 85701

The Company shall maintain within the City throughout the term of this Agreement an

address for service of notices from the City by mail and a local office and telephone number

for the conduct of matters relating to this Agreement during normal business hours. The

Company shall provide to the City, within thirty (30) days after the effective date of this

Agreement, the name, position, and address of the individual who is designated by the

Company to receive notices from the City pursuant to or concerning this Agreement.

PASSED, ADOPTED AND APPROVED by the Mayor and Council of City of Tucson,

Arizona, on this ____ day of _______________, 2023.

APPROVED:

___________________________

The Honorable Regina Romero, Mayor

City of Tucson, Arizona

ATTEST:

Suzanne Mesich

City Clerk

APPROVED AS TO FORM:

Mike Rankin

Attorney for City of Tucson

ACCEPTED WITHOUT CHANGE:

Tucson Electric Power Company Date

By: Orrin Terryl Nay, Vice President