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HomeMy WebLinkAboutResolution - 2018-R0088 - First Amendment To Power Purchase Agreement - 02/22/2018Resolution No. 2018-R0088 Item No. 6.26 February 22, 2018 RESOLUTION WHEREAS, Lubbock Power & Light is the municipally owned electric utility of the City of Lubbock ("LP&L"); WHEREAS, on or about April 28, 2005, the City of Lubbock and Texas Tech University System ("TTUS"), entered that certain Power Purchase Agreement ("PPA"), providing for the sale and purchase of electricity to serve the TTUS facilities; WHEREAS, certain issues have arisen regarding the purchase price of the electricity to be sold and purchased under the PPA and other issues provided in the PPA; WHEREAS, TTUS and the City have agreed to amend the PPA in certain respects to resolve such issues, as more particularly set forth in the First Amendment to Power Purchase Agreement (the "Amendment"), attached hereto; WHEREAS, the City Council finds that entering into the Amendment is in the best interest of the rate payers of Lubbock Power & Light; WHEREAS, the City and TTUS now desire to enter into the Amendment; NOW, THEREFORE: BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock BE and is hereby authorized to execute that certain First Amendment to Power Purchase Agreement, by and between the Texas Tech University System, acting by and through its Board of Regents and the City of Lubbock, acting by and through its City Council, amending that certain Power Purchase Agreement, by and between TTUS and the City, dated April 28, 2005, providing for the sale by LP&L and purchase by TTUS, of power, as more particular described therein, said Amendment being attached hereto and incorporated herein as though set forth fully herein in detail, and any documents related thereto. Passed by the City Council this 22nd day of February, 2018. Daniel M. Pope, Mayor ATTEST: Rebec a Garza, City Secre y APPROVED AS TO CONTENT: Lu-j - Irca David McCalla, Director of Electric Utilities APPROVED AS TO FORM: y� Richard Casner, LP&L General Counsel Resolution No. 2018-R0088 FIRST AMENDMENT TO POWER PURCHASE AGREEMENT Background 1. On April 28, 2005, Texas Tech University System, a system of higher education of the State of Texas, acting by and through its Board of Regents (referred to herein as "TTUS"), and the City of Lubbock, Texas, a Texas home rule municipal corporation, acting by and through its Electric Utility Board and City Council (referred to collectively herein as "LP&L") entered into a Power Purchase Agreement ("PPA" or "Agreement") that will expire on June 30, 2019, if either LP&L or TTUS provides notice of termination to the other, as set forth in Section 1.3 of the PPA. TTUS and LP&L are the "Parties." 2. The Parties wish to formalize the rights of access granted in Section 6 of the PPA to clarify ownership and address installation and maintenance of LP&L owned transmission and distribution equipment on the campuses of Texas Tech University ("TTU" or "Texas Tech") and Texas Tech University Health Sciences Center ("TTUHSC"). For convenience, where the context requires, references to TTUS include TTU and TTUHSC. 3. The Parties wish to amend the PPA to accomplish the Parties' original intent concerning the Price Adjustment in Section 7.3 of the PPA. The original intent of the credits available to TTUS under Section 7.3 is in question due to significant changes in the make-up of the comparison rate class of "large commercial and/or industrial customers" due to several factors. 4. The Parties wish to amend, extend, and restate as a separate agreement the lease granted in Section 11 of the PPA, covering the surface rights to that certain tract of land described on Exhibit "A" to such separate agreement ("Leased Premises"), known as "Brandon Station", on which LP&L has erected certain property related to the generation and delivery of electrical power to, among others, the campus of Texas Tech University and Texas Tech University Health Sciences Center. 5. The Parties wish to amend the PPA to address certain other issues, including the Parties' stipulation concerning statutory discounted rates provided in Texas Utilities Code § 36.351, as set forth below. 6. The Parties wish this Amendment to have no force and effect unless and until TTU and LP&L shall enter into a Lease of the real property related to the Red Raider Station, as more particularly set forth below. Pagel of 9 For adequate consideration accepted, TTUS and LP&L agree as follows: 1. This First Amendment to Power Purchase Agreement ("Amendment") constitutes an amendment to the Power Purchase Agreement dated April 28, 2005. 2. Section 6 of the PPA is deleted and restated as follows: Section 6. Ownership of Facilities and Rights of Access 6.1 TTUS stipulates that LP&L owns (i) all transmission related infrastructure currently located on real property owned, controlled or occupied by TTUS or its component institutions on the TTUS Campuses (herein so called) in the City of Lubbock, Lubbock County, Texas, as roughly depicted on Exhibit "A-1", attached hereto ("Transmission Facilities"); and (ii) all Facilities currently located on, or to be located in the future on, real property owned, controlled or occupied by TTUS or its component institutions on the TTUS Campuses in the City of Lubbock, Lubbock County, Texas ("TTUS Lands"). Such Facilities and Transmission Facilities include, without limitation, poles, electric lines and cables (excluding lines from meters to TTUS buildings, which lines are owned by TTUS), transformers, primary switchgear, enclosures, conduit, and meters (excluding meter bases, which meter bases are owned by TTUS). LP&L, at its sole expense, must operate, repair, and maintain the Facilities and Transmission Facilities, and the meter bases, in accordance with the provisions of Section 10. 6.2 LP&L may construct, maintain, operate, improve, alter, reconstruct, repair, relocate, inspect, increase or reduce the size or capacity of, and make additions (collectively, "Improvements") to the Facilities and Transmission Facilities, at LP&L's expense, except as provided in paragraph (b), below. Additionally, if the Improvements are to be located outside of their existing footprint, as described in Section 6.3(a), below, prior written approval of the TTU Assistant Vice President, Operations Division, for mail delivery, at Texas Tech University PO Box 43142, Lubbock, Texas 79409, or for hand delivery, Physical Plant Building, 3122 Main Street, Room 106C Lubbock, Texas 79409, for the TTU campus, or the TTUHSC Assistant Vice President, Physical Plant & Support Services, for mail delivery, at Texas Tech Health Sciences Center Mail Stop 9422, Lubbock, TX 79430-9422, or for hand delivery, 3601 4th Street, Suite BA121, Lubbock, TX 79430-9422, for the TTUHSC campus (for convenience, both are referred to as "Assistant Vice President"), as applicable to the campus in question, of the Improvements shall be required. Such approval shall not be unreasonably withheld. (a) If approval is required, the prior written approval of the Assistant Vice President for the campus in question shall include approval of all plans and specifications for any and all designs, plans, and scheduling for proposed activities, within forty-five (45) calendar days following LP&L's written request and submissions of corresponding plans and specifications. If the plans or specifications are not approved, the Assistant Vice President for the campus in question shall provide a notice of disapproval within the forty-five (45) calendar days timeframe, Page 2 of 9 along with a list of items or elements of the plans or specifications in need of correction or modification, as determined in the reasonable opinion of the Assistant Vice President for the campus in question. In the event the Assistant Vice President for the campus in question fails to approve or disapprove the plans and specifications within 45 calendar days of submittal, it shall be deemed for all purposes that the Assistant Vice President for the campus in question has approved such plans and specifications. (b) With respect to new construction or major renovations, TTUS, through its Vice Chancellor for Facilities, Planning and Construction, and LP&L will continue the existing cost allocation model and practice in use by the parties. By way of further explanation, (i) major feeder lines, generally 600 amp facilities between switchgear, are billed to TTUS at the difference in cost between overhead and underground costs; (ii) distribution extensions, generally rated at 200 amps or less, and utilized to provide primary voltage conductors (nominal 12,000—13,000 volts) to transfonners or from one transformer to another transformer in loop configurations, are billed to TTUS according to LP&L costs per schedule, currently being assessed to TTUS at $13.40 per linear foot, but subject to periodic adjustment; and (iii) relocations requested by TTUS are billed at total cost, less salvage value of replaced equipment, if any. LP&L provides primary voltage connections from the LP&L Distribution System to transformers, provides needed transformers, and provides the meter(s) at its sole cost and expense. TTUS provides secondary voltage (varies from 120 volts to 480 volts) conductors and conduit from facility service entrance equipment to the secondary voltage terminals of distribution transformers and provides meter bases at agreed upon locations at its sole cost and expense. 6.3 TTUS further grants to LP&L the irrevocable, unless terminated or expiring earlier pursuant to the terms hereof, right of ingress and egress over, under and across the TTUS Lands ("Right of Access"), as deemed necessary by LP&L, but only insofar as necessary to exercise LP&L's rights and perform LP&L's obligations related to the Facilities and Transmission Facilities under this Agreement. (a) The Right of Access shall include ingress and egress (i) of travel across the lands of TTUS Campuses to the Facilities and Transmission Facilities; and (ii) as necessary, advisable or incidental in conducting or making Improvements, as prescribed by Section 6.2, above. The right of ingress and egress for the Facilities and Transmission Facilities shall be (i) ten feet (10') in width, centered on distribution lines, as now existing or as to be located in the future; (ii) sixty feet (60') in width, centered on transmission lines, as now existing; and (iii) the footprint of, and an additional five feet (5'), surrounding all parts of transformers and switchgear, as now existing or as to be located in the future. (b) The Right of Access granted herein shall survive the expiration or earlier termination of this Agreement, and shall continue for so long as LP&L shall have not abandoned the Facilities or Transmission Facilities. For purposes of this Page 3 of 9 paragraph, "abandon" means the failure of LP&L to utilize the Facilities or Transmission Facilities, or the applicable portion thereof, to provide electric service or to deliver electric power for a consecutive period of eighteen (18) months. Any periods of non-use of the Facilities or Transmission Facilities by LP&L due to force majeure shall not be considered as time of non-use in the determination of abandonment. The term "force majeure", as used herein, shall mean any act of God, including but not limited to storms, floods, washouts, landslides and lightning, and/or any other cause beyond the reasonable control of LP&L. It is stipulated that the Right of Access shall expire as to only that portion of the Facilities or Transmission Facilities that have been abandoned, as defined herein. In the event of such partial abandonment, the Right of Access shall remain valid and subsisting as to all non -abandoned portions thereof. At LP&L's request, TTUS will record a memorandum reflecting the grant of this Right of Access in the Real Property Records of Lubbock County, Texas, (i) as to the Transmission Facilities, utilizing the depiction of such infrastructure set forth on Exhibit "A-1"; and (ii) as to the Facilities, provided that a survey is first performed and the cost for any survey required to document specific locations of the Right of Access, or to update such surveys as additions to the Facilities are made over time, will be at LP&L's sole cost. (c) Except in emergency situations, as reasonably determined by LP&L (an "Emergency"), the exercise by LP&L of its Rights of Access shall require five (5) business days' prior notice by LP&L to the Assistant Vice President for the campus in question to coordinate all construction, work planning, and sequencing, between TTUS and LP&L, and to allow TTUS the time needed to perform any work the Assistant Vice President for the campus in question detennines appropriate under the circumstances, including performing dig tests. Without limiting situations that constitute an Emergency, (i) a condition causing, or that may cause, a risk of bodily injury or equipment failure or outage; and/or (ii) a condition that should be remedied to avoid bodily injury or cure or avoid an equipment failure or outage, shall be deemed an Emergency. 6.4 All Improvements are subject to Section 10.6 and shall be completed in a workman like manner and in accordance with Good Utility Practices. 6.5 LP&L may request TTUS remove or relocate structures, and trim and remove trees, landscaping, and shrubbery on or adjacent to the TTUS Campus to prevent or remove interference with Improvements, or in furtherance of maintenance, efficiency, safety or operation of the Facilities or Transmission Facilities. The decision whether to grant or deny LP&L's request is in TTUS's reasonable discretion, except that TTUS's decisions as concerns the removal or relocation of structures may be exercised in TTUS's sole discretion. 6.6 Such acts that alter or change any TTU or TTUHSC property in any way, if agreed to by TTU or TTUHSC, will be performed by TTU or TTUHSC or its approved contractors at LP&L's sole expense or, by LP&L with the prior written approval of the Assistant Vice Page 4 of 9 President for the campus in question. Except in the case of an Emergency, or with the prior written approval of the Assistant Vice President for the campus in question, only TTU or TTUHSC (not LP&L) will trim or otherwise alter TTU or TTUHSC trees, landscaping, and shrubbery. 6.7 Except as otherwise expressly provided in this paragraph, the cost to repair, remediate, or replace any property damaged as a result of LP&L's activities under this Agreement will be at LP&L's sole cost, and the determination as to whether LP&L will be required to perform such work itself or reimburse TTUS for costs TTUS incurs in performing such work, will be in TTUS's sole discretion. In the event that TTU or TTUHSC requests LP&L perform activities that are either purely for aesthetic reasons or are solely for the convenience of TTU or TTUHSC, then the cost to repair, remediate, or replace any TTU or TTUHSC property damaged as a result of such LP&L activities shall be borne by either TTU or TTUHSC, depending on which entity requested the activities. 6.8 To the extent permitted by Texas law, LP&L shall indemnify and hold TTUS (including members of its Board of Regents, officers, agents, and employees), TTUS component institutions (including the officers, agents and employees of each institution), harmless from any and all claims and demands arising out of or occurring as a result of LP&L's intentionally wrongful or grossly negligent acts or omissions related to the Transmission Facilities and the Right of Access granted herein related to same. 3. Section 7.1 is amended to add the following sentence: "LP&L shall credit TTUS a total of $3,000,000 offset by an overage paid by LP&L to TTU of $182,941.02, for a net credit of $2,817,058.98, payable in the form of three (3) credits of $939,019.66 each related to billings through the TTUS fiscal year ending August 31, 2015, as follows: (i) the first credit is due within 5 days after Lease Consummation, as defined below; (ii) the second credit is due not later than October 31, 2018; and (iii) the remaining credit is due not later than January 1, 2019." 4. Section 7.2 is amended to add paragraph (e), as follows: "(e) The Parties stipulate that, during the Term hereof, as extended pursuant to Section 1.3, (i) the consideration payable by TTUS to LP&L, as provided by Section 7, Billing and Price, contemplates and includes any and all statutory discounts or reductions applicable or related to electric service, as contemplated by the Texas Utilities Code § 36.351, as amended, and/or any other statute or regulation effective during the term hereof; and (ii) that TTUS is not entitled to any discount or other reduction of any kind related to the rates or other consideration payable hereunder. The Parties further agree that Section 7.4 is not a discount or reduction, as contemplated herein, and that by eliminating other discounts or reductions, this does not limit TTU's entitlement to a credit or refund under Section 7.4." 5. Section 7.3 is deleted and restated as follows to modify the rate comparison class for Price Adjustments: (a) If, as of the end of a Texas Tech fiscal year, the average price (the "Comparison Rate") that LP&L has charged the Comparison Rate Class, as defined below, for the period coincident with such Texas Tech fiscal year is less than the Price LP&L Page 5 of 9 has charged Texas Tech pursuant to Section 7.2 of this Agreement, then Texas Tech shall receive a credit, no later than October 31 immediately following the end of Texas Tech's fiscal year. Beginning with Texas Tech's fiscal year ending August 31, 2016, the Comparison Rate Class is defined as Secondary General Service customers with demand use exceeding 200 kilowatts ("kW") in two (2) or more months during theperiod coincident with Texas Tech's fiscal year, and excludes LP&L's Primary or Transmission General Service customers. Texas Tech's fiscal year begins on September 1 and ends the following August 31. The credit shall equal the difference between the amount that Texas Tech actually paid LP&L under this Agreement during Texas Tech's most recent fiscal year, and the amount that Texas Tech would have paid LP&L had the Price been equal to the Comparison Rate, but in no event to exceed $1,000,000 per fiscal year. As of Texas Tech's fiscal year ending August 31, 2016, LP&L had 171 customers in the Comparison Rate Class. (b) Termination of SPS Agreement. If LP&L ceases to purchase wholesale electric power from WTMPA under their contract with SPS, or if LP&L materially reduces its wholesale power purchases from WTMPA under their contract with SPS, then the Price under this Agreement shall be adjusted to the average price that LP&L charges the Comparison Rate Class. 6. Section 11, Lease of Brandon Station, of the Agreement is removed from the PPA and amended, extended, and restated in and as a separate agreement. (a) Section 11 is deleted and replaced with the following: "Intentionally Deleted. Numbering Reserved." (b) For consistency with this change, Section 12.6 is amended to remove the reference to Section 11.6. 7. Section 12.8 of the Agreement is deleted and restated as follows: 12.8 Release. As additional consideration for entering into this Agreement, each Party hereby releases, acquits, and forever discharges the other Party, their respective predecessors, successors, assigns, owners, governing bodies, partners, members, managers, employees, directors, legal representatives, insurers, independent contractors, agents and attorneys, of and from any and all liability, claims (including contractual claims), demands, damages, attorney's fees, costs, liens, whether statutorily provided or otherwise, expenses, services, actions, causes of action, or suits in equity, of whatsoever kind or nature, whether heretofore or, unless specifically provided otherwise, hereafter accruing, which the Party now has or may hereafter have, whether known or unknown, (i) arising out of the Prior Agreement between the Parties, dated February 25, 1988; and (ii) related in any way or form to this Agreement, to the extent arising or accruing prior to Effective Date hereof; however, the releases provided in this Section 12.8 shall in no way apply to (i) any Future Credits due and owing by LP&L to TTUS under Paragraph 10 herein; or (ii) sums due and owing by TTUS to LP&L for electric service invoiced to TTUS for periods prior to the Effective Date. Page 6 of 9 8. Appendix 1, Definitions, "Facilities", of the Agreement is hereby amended to delete the word "underground". 9. This Amendment shall be null and of no force and effect unless and until both TTU and LP&L shall have executed and delivered to the other the Red Raider Station Lease and Electric Utility Right of Access (the "Lease Consummation"), in accordance with and as contemplated by, that certain Option to Lease (the "Option"), as attached hereto as Exhibit "A-2". In the event Lease Consummation shall not occur on or before the expiration of the Option Period, as defined in the Option, this Amendment shall be null and void and of no force and effect whatsoever and further, shall be deemed negotiations for settlement purposes only and will not be admissible in evidence or usable for any purposes whatsoever. 10. Notwithstanding anything herein to the contrary, within two months following the Lease Consummation, LP&L shall determine if TTUS is due a credit under Section 7.3(a) of the Agreement for TTUS fiscal years ending August 31, 2016 and August 31, 2017. In the event TTUS is due a credit for either or both of such TTUS fiscal years, such credit shall be applied as follows: (i) credit applicable to TTUS fiscal year ending August 31, 2016, shall be due not later than May 31, 2018; and (ii) credit applicable to TTUS fiscal year ending August 31, 2017, shall be due no later than August 31, 2018 (the credits, if any, due for TTUS fiscal years ending August 31, 2016 and August 31, 2017, are referred to herein as "Future Credits.". All provisions of the PPA, except those which are explicitly changed by this Amendment shall remain in full force and effect. In the event of a conflict or inconsistency between this Amendment and the Agreement, the terms of this Amendment shall prevail and control. THIS AMENDMENT is executed this 5th day of March, 2018 (subject to the conditions set forth in paragraph 9, above) ("Effective Date"). Attachment: Exhibit A-1 Transmission Facilities Exhibit A-2 Option to Lease Signature Pages Follow Page 7 of 9 TEXAS TECH UNIVERSITY SYSTEM By: OA+� tom. — Name: Robe,4 Qs4we6n, Title:��,�(��' ELECTRIC UTILITY BOARD f� By: GREG TAYLW, CHAIRMAN OF THE ELECTRIC UTILITY BOARD ATTEST: James Conwright, Secretary nj_j D AS TO CONT DavidMcCalla. Director of Electric Utilities APPROVED S TO RM: z =, L"I Richard K. Casner, General Counsel Page 8 of 9 CITY OF UBBO By: DAN POPE, MAYOR OF THE CITY OF LUBBOCK ATTEST: Reber a Garza, City Secrets OVED AS TO CONTENT• (4� �— W6�AIZL David McCalla, Director of Electric Utilities APPROVED A. ' O F RM: L Richard K. 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Rli!s� bl� R w.. le4 uilf A• , !a! b .u.,rrarC.v ilw.v..tll. 8-.P�.Arai..a .rSMTwFI ! .�.iFtwwJ.S 0.wpk.lr Cup ...wwacQ` s.vw.xn %wwGL.rwear i iF�4ki a1 .,-.`,i I• i � _' r+ t, �1 r f i� Exhibit "A-2" to First Amendment to Power Purchase Agreement Option to Lease CATCH BASIN TABLE v. - --------------- - - -------------- ------ ------- A RO-p 1AGGREGATE1 R ROAD 1 7-- N 1=03FORK-1- AGGREGAIE ROAD BL#=K&Vp A. _M NOT TO BE USED FOR CONSTRUCTION DESCR-101 OF WORT -D FOR I-- 'A LUBBOCK POWER LIGHT _,M Dn 1— — PER11TRICproRED RAIDER SUBSTATION GRADING SECTIONS & DETAILS �m� lam= =—w4D, I..— Exhibit "C" to Red Raider Station Lease Access Road Description Access Road Description METES AND BOUNDS DESCRIPTION of a 1.047 acre tract of land located in Section 22, Block A, Lubbock County, Texas, being a portion of that 226 acre tract conveyed in Volume 81, Page 345, Deed Records of Lubbock County, Texas, said 1.047 acre tract being further described as follows: BEGINNING at a 1/2" iron rod with cap marked "HUGO REED ASSOC" set in the occupied West right-of-way line of Quaker Avenue for the Southeast corner of this tract (N:7280415.07, E:931786.55-TXNC 4202 grid coordinate) which bears N. 01 °49'05" E. a distance of 1352.75 feet and N. 88' 10'55" W. a distance of 40.00 feet from the Southeast corner of said Section 22; THENCE N. 88056'17" W., at 1363.31 feet pass a 1/2" iron rod with cap marked "HUGO REED ASSOC" set for the Northeast corner of a 2.525 acre tract, continuing at 1763.31 feet pass a 1/2" iron rod with cap marked "HUGO REED ASSOC" set for the Northeast corner of said 2.525 acre tract, continuing for a total distance of 1824.24 feet to a point in the West line of said 226 acre tract and the East line of Lot 2-A, Holiday Park Addition as recorded in County Clerk File Number 2016025312 for the Southwest corner of this tract; THENCE N. 01 00343" E., along the West line of said 226 acre tract and the East line of said Lot 2-A a distance of 25.00 feet to a 1/2" iron rod with cap marked "HUGO REED ASSOC" set for the Northwest corner of this tract; THENCE S. 88056'17" E., a distance of 1824.23 feet to a "X" chiseled in concrete set in said right- of-way line for the Northeast corner of this tract; THENCE S. 01049'05" W., along said right of way line a distance of 25.00 feet to the Point of Beginning. Bearings relative to the Texas Coordinate System of 1983, 2011 (epoch 2010.0) North-Central Zone. Exhibit "D" to Red Raider Station Lease Transmission Lands Transmission Lands METES AND BOUNDS DESCRIPTION of a 2.513 acre tract of land located in Section 22, Block A, Lubbock County, Texas, being a portion of that 226 acre tract conveyed in Volume 81, Page 345, Deed Records of Lubbock County, Texas, said 2.513 acre tract being further described as follows: BEGINNING at a 1/2" iron rod with cap marked "HUGO REED ASSOC" set in the occupied West right-of-way line of Quaker Avenue for the Northeast corner of this tract (N:7280380.09, E:931785.44-TXNC 4202 grid coordinate) which bears N.01 °49'05" E. a distance of 1317.22 feet and N. 88' 10'55" W. a distance of 40.00 feet from the Southeast corner of said Section 22; THENCE N. 88056' 17" W., at 1363.04 feet pass the East line of a 2.525 acre tract, continuing at 1763.04 feet pass the West line of said 2.525 acre tract, continuing for a total distance of 1824.24 feet to a 1/2" iron rod with cap marked "HUGO REED ASSOC" set in the West line of said 226 acre tract and the East line of Lot 2-A, Holiday Park Addition as recorded in County Clerk File Number 2016025312 for the Southwest corner of this tract; THENCE N. 01003'43" E., along the West line of said 226 acre tract and the East line of said Lot 2-A a distance of 60.00 feet to a 1/2" iron rod with cap marked "HUGO REED ASSOC" set for the Northwest corner of this tract; THENCE S. 8805617" E. a distance of 1824.23 feet to an "X" chiseled in concrete set in said right-of-way line for the Northeast corner of this tract; THENCE S. 01049'05" W., along said right of way line a distance of 60.00 feet to the Point of Beginning. Bearings relative to the Texas Coordinate System of 1983, 2011 (epoch 2010.0) North-Central Zone. Exhibit "E" to Red Raider Station Lease Distribution Lands Distribution Lands METES AND BOUNDS DESCRIPTION of a 0.6280 acre tract of land located in Section 22, Block A, Lubbock County, Texas, being a portion of that 226 acre tract conveyed in Volume 81, Page 345, Deed Records of Lubbock County, Texas, said 0.6282 acre tract being further described as follows: BEGINNING at a point in the occupied West right-of-way line of Quaker Avenue for the Southeast corner of this tract (N:7280395.08, E:931785.91-TXNC 4202 grid coordinate) which bears N. O1°49'05" E. a distance of 1332.22 feet and N. 88°10'55" W. a distance of 40.00 feet from the Southeast corner of said Section 22; THENCE N. 880 56'17" W., at 1363.24 feet pass the East line of a 2.525 acre tract, continuing at 1763.24 feet pass the West line of said 2.525 acre tract, continuing for a total distance of 1824.24 feet to a point in the West line of said 226 acre tract and the East line of Lot 2-A, Holiday Park Addition as recorded in County Clerk File Number 20160253 12 for the Southwest corner of this tract; THENCE N. 01 ° 03'43" E., along the West line of said 226 acre tract and the East line of said Lot 2-A a distance of 15.00 feet to a point for the Northwest corner of this tract; THENCE S. 880 56'17" E., at 60.80 feet pass the West line of said 2.525 acre tract, continuing along a line 5.00 feet South of and parallel with the North line of said 2.525 acre tract at 460.80 feet pass the East line of said 2.525 acre tract, continuing for a total distance of 1824.24 feet to a point in said right-of-way line for the Northeast corner of this tract; THENCE S. 01 049'05" W., along said right of way line a distance of 15.00 feet to the Point of Beginning. Bearings relative to the Texas Coordinate System of 1983, 2011 (epoch 2010.0) North-Central Zone. Exhibit "F" to Red Raider Station Lease Memorandum of Lease STATE OF TEXAS § COUNTY OF LUBBOCK § MEMORANDUM OF LEASE THIS MEMORANDUM OF LEASE (the "Memorandum") is made and entered into to be effective as of March 5, 2018 (the "Effective Date"), by and between the State of Texas through Texas Tech University, an institution of higher education, and its Board of Regents ("TTU"), and the City of Lubbock, Texas, a Texas home rule municipal corporation, acting by and through its Electric Utility Board and City Council (referred to herein collectively as "LP&L"). This Memorandum shall evidence that there is in existence a Lease Agreement (the "Lease") as herein described, and is executed by the parties hereto for recording purposes only as to the Lease hereinafter described. The Memorandum is not intended and shall not modify, amend, supersede or otherwise affect the terms and provisions of the Lease. 1. Name of Document: Red Raider Station Lease 2. Effective Date of Lease: March 5, 2018 3. Term of Lease: Initial term of thirty (30) years, with option to extend for two (2) additional ten (10) year terms 4. Address of Grantor: c/o Texas Tech University System Attn: Vice Chancellor and General Counsel Box 42021 Lubbock, Texas 79409 5. Address of Grantee: Lubbock Power &Light Attn: Director of Electric Utilities 1301 Broadway, Lubbock, Texas 79401 6. Premises: See attached Exhibit "A" The purpose of this Memorandum is to give record notice of the Lease and of the rights created thereby, all of which are hereby confirmed. A copy of the Lease is on file with the Grantor and Grantee at their respective addresses set forth above. In the event of any conflict between the terms hereof and the terms under the Lease, the Lease shall control. IN WITNESS WHEREOF, the parties have executed this Memorandum of Lease Agreement as of the dates of the respective acknowledgments below to be effective as of the Effective Date. Memorandum of Lease Page 1 of 4 GRANTOR: THE STATE OF TEXAS by and through TEXAS TECH UNIVERSITY By: _ Name: Title: THE STATE OF TEXAS COUNTY OF LUBBOCK This instrument was acknowledged before me on , 2018, by , , of the Texas Tech University, an institution of higher education of the State of Texas, on behalf of said University. Notary Public, State of Texas My commission expires: Memorandum of Lease Page 2 of 4 GRANTEE: ELECTRIC UTILITY BOARD Greg Taylor, Chairman of the Electric Utility Board ATTEST: James Conwright, Secretary APPROVED AS TO CONTENT: David McCalla, Director of Electric Utilities APPROVED AS TO FORM: Richard Casner, General Counsel THE STATE OF TEXAS COUNTY OF LUBBOCK This instrument was acknowledged before me on , 2018, by Greg Taylor, Chairman of the Electric Utility Board of the City of Lubbock, Texas home rule municipal corporation, on behalf of said Electric Utility Board. Notary Public, State of Texas My commission expires: Memorandum of Lease Page 3 of 4 GRANTEE: CITY OF LUBBOCK, TEXAS Dan Pope, Mayor of the City of Lubbock ATTEST: Becky Garza, Secretary APPROVED AS TO CONTENT: David McCalla, Director of Electric Utilities APPROVED AS TO FORM: Richard Casner, General Counsel of Lubbock Power & Light THE STATE OF TEXAS COUNTY OF LUBBOCK This instrument was acknowledged before me on , , 2018, by Dan Pope, Mayor of the City of Lubbock, Texas home rule municipal corporation, on behalf of said home rule municipal corporation. Notary Public, State of Texas My commission expires: Memorandum of Lease Page 4 of 4 Exhibit "A" to Memorandum of lease Land Description Leased Land Description TRACT 1 -SUBSTATION TRACT METES AND BOUNDS DESCRIPTION of a 2.525 acre tract of land located in Section 22, Block A, Lubbock County, Texas, being a portion of that 226 acre tract conveyed in Volume 81, Page 345, Deed Records of Lubbock County, Texas, said 2.525 acre tract being further described as follows: BEGINNING at a 1/2" iron rod with cap marked "HUGO REED ASSOC" set for the Northeast corner of this tract (N: 7280440.33, E: 930423.59-TXNC 4202 grid coordinate) which bears N. 01 °49'05" E. a distance of 1352.75 feet and N. 88°5617" W. a distance of 1443.51 feet from the Southeast corner of said Section 22; THENCE S. 01003'43" W. a distance of 275.00 feet to a 1/2" iron rod with cap marked "HUGO REED ASSOC" set for the Southeast corner of this tract; THENCE N. 88056'17" W. a distance of 400.00 feet to a 1/2" iron rod with cap marked "HUGO REED ASSOC" set for the Southwest corner of this tract; THENCE N. 01003'43" E. a distance of 275.00 feet to a 1/2" iron rod with cap marked "HUGO REED ASSOC" set for the Northwest corner of this tract; THENCE S. 8805617" E. a distance of 400.00 feet to the Point of Beginning. Bearings relative to the Texas Coordinate System of 1983, 2011 (epoch 2010.0) North-Central Zone. Exhibit "2" to Option to Lease Right of Access NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. ELECTRIC UTILITY RIGHT OF ACCESS THE STATE OF TEXAS § COUNTY OF LUBBOCK § KNOW ALL MEN BY THESE PRESENTS: THAT, the State of Texas, acting by and through Texas Tech University, an institution of higher education of the State of Texas, and its Board of Regents (collectively referred to herein as the "GRANTOR"), for and in consideration specified below, and other good and valuable consideration, to GRANTOR in hand paid by the CITY OF LUBBOCK, a Texas home rule municipal corporation, acting by and through its Electric Utility Board and City Council, which is located in Lubbock County, Texas, and whose mailing address is 1301 Broadway, Lubbock, Texas 79401 ("GRANTEE") has granted, sold, and conveyed and by these presents does grant, sell and convey unto the GRANTEE during the term hereof, irrevocable rights of access (collectively, the "ROA") for the purposes of erecting, operating, constructing, reconstructing, maintaining and servicing thereon (i) one or more above ground electric transmission and/or communication lines, each consisting of a variable number of wires and cables, along with all necessary, convenient or desirable appurtenances, attachments and supporting structures, including without limitation, foundations, guy wires and guy anchors, and structural components, in, on, over, under and across that certain real property situated in Lubbock County, Texas, sixty feet (60') in width, encumbering approximately 2.513 acres and being more particularly described in Exhibit "A", attached hereto Electric Utility Right of Access Page 1 of 7 and incorporated into this document by reference (the "TRANSMISSION LANDS"); and (ii) one or more below ground, except as provided below, electric distribution and/or communication lines, each consisting of a variable number of wires and cables, along with all necessary, convenient or desirable appurtenances, including without limitation, conduit, conductor, concrete cap, fill sand, and surface/subsurface pull boxes, in, on and under that certain real property situated in Lubbock County, Texas, fifteen feet (15') in width, encumbering approximately 0.628 acres, which are located within the boundaries of the Transmission Lands and being more particularly described in Exhibit "B" attached hereto and incorporated into this document by reference (the "DISTRIBUTION LANDS") (the transmission, distribution and communication infrastructure described herein are collectively referred to as the "FACILITIES") (the TRANSMISSION LANDS and the DISTRIBUTION LANDS are collectively referenced to herein as the "ROA PROPERTY") Notwithstanding the underground grant of rights as concerns the Distribution Lands, distribution and communication Facilities (the "WEST DISTRIBUTION FACILITIES"), located between the Red Raider Substation and the west boundary of the lands owned by Grantor, as depicted on Exhibit "B", attached hereto, may be erected, operated, constructed, reconstructed, maintained and serviced above ground. This ROA shall terminate on the date of termination or expiration of that certain Red Raider Station Lease (which is executed on the same date hereof), by and between Grantor and Grantee, encumbering 2.525 acres, as described on Exhibit "C", attached hereto and incorporated into this document by reference. Upon expiration or termination of this ROA, GRANTEE may, at its election, and shall, if GRANTOR requests, remove any and all improvements to the ROA PROPERTY, including transmission and distribution related infrastructure and equipment. In such Electric Utility Right of Access Page 2 of 7 event, GRANTEE shall also remove foundations and underground infrastructure installed by GRANTEE As consideration for the rights and interest conveyed herein, GRANTEE shall pay the amount of Twenty Seven Thousand Two Hundred and No/100 Dollars ($27,200.00), which amount represents the appraised value of rights and interests, times .50, being the estimated proportion of use of such infrastructure by parties other than GRANTOR. TO THE EXTENT PERMITTED BY TEXAS LAW, GRANTEE SHALL INDEMNIFY AND HOLD GRANTOR HARMLESS FROM ALL CLAIMS AND LIABILITIES THAT MAY ARISE CAUSED BY GRANTEE'S OPERATIONS ON THE ROA PROPERTY OR IMPROVEMENTS TO THE ROA PROPERTY (AS DESCRIBED FURTHER HEREINABOVE), INCLUDING FEES AND EXPENSES IMPOSED OR INCURRED AS A RESULT OF REGULATORY COMPLIANCE REQUIREMENTS AND THE IMPOSITION OF AD VALOREM TAXES ON THE ROA PROPERTY. THIS INDEMNIFICATION INCLUDES ALL OF THE TEXAS TECH UNIVERSITY SYSTEM'S COMPONENT INSTITUTIONS, INCLUDING TEXAS TECH UNIVERSITY AND TEXAS TECH UNIVERSITY HEALTH SCIENCES CENTER, AS WELL AS ALL OF TEXAS TECH UNIVERSITY SYSTEM'S AND THE COMPONENT INSTITUTIONS' EMPLOYEES, AGENTS, AND THE MEMBERS OF THE BOARD OF REGENTS. GRANTEE shall have the right of ingress, egress and regress in, on, over, tinder and across the ROA PROPERTY for the purposes of and right to construct, maintain, operate, improve, reconstruct, increase or reduce the size and capacity, repair, relocate, inspect, patrol, maintain, remove or replace such FACILITIES within the ROA PROPERTY as GRANTEE may from time to time find necessary, convenient or desirable, along with all rights necessary or convenient for Electric Utility Right of Access Page 3 of 7 full use and enjoyment of the above grant, including access over, across and upon the ROA PROPERTY. GRANTEE shall have the right to trim or remove trees or shrubbery within said ROA PROPERTY, to the extent, in the sole judgment of GRANTEE, necessary or desirable to prevent possible interference with the efficiency, safety and/or convenient operation and maintenance of the FACILITIES or to remove possible efficiency, safety or operational hazards thereto. All FACILITIES located within the Distribution Lands, excepting (i) the WEST DISTRIBUTION FACILITIES; and (ii) surface pull boxes, shall be buried at a depth of at least thirty six inches (36") below the surface of the ground and not beneath a road, regardless of its improved state. GRANTOR, for itself, its successors and assigns, subject to the terms herein, expressly reserves the right to occupy and use the ROA PROPERTY for all other purposes that will not interfere with the GRANTEE'S full enjoyment of the ROA and/or the exercise of GRANTEE's rights hereunder. GRANTOR acknowledges the ROA granted herein is exclusive, so as to exclude all other utility providers or any other party's use of the ROA PROPERTY; provided, however, the ROA is nonexclusive as to GRANTOR'S right to use the ROA PROPERTY in accordance with the terms hereof. Upon mutual consent of GRANTOR and GRANTEE, other utility providers may be permitted to construct, operate, maintain, repair, replace and remove their respective utilities in, on, over, under, and across the ROA PROPERTY perpendicularly or as otherwise may be permitted by GRANTOR and GRANTEE in writing. GRANTEE shall not unreasonably withhold its agreement to permit additional ROAs. GRANTEE, at GRANTEE'S sole cost and expense, shall have the right to trim or remove trees as provided herein, together with the right to install gates in existing fences within such ROA Electric Utility Right of Access Page 4 of 7 PROPERTY. GRANTOR represents and warrants to GRANTEE that as of the execution date hereof, no buildings, structures, signs, obstructions or other facilities or improvements of any kind ("UNPERMITTED STRUCTURES") exist on the ROA PROPERTY. GRANTOR shall not construct, and GRANTEE shall have the right to prevent the construction of, UNPERMITTED STRUCTURES on the ROA PROPERTY and if any UNPERMITTED STRUCTURES are hereafter constructed or permitted by GRANTOR to exist within the ROA PROPERTY without prior written consent of GRANTEE, then GRANTEE shall have the right to remove the same and GRANTOR agrees to pay to GRANTEE the reasonable actual costs of such removal. The ROA shall constitute a covenant running with the land and shall bind and inure to the benefit of GRANTOR and GRANTEE, and their heirs, devisees, successors, and assigns. WITNESS THE EXECUTION HEREOF as the 5th day of March, 2018. GRANTOR: THE STATE OF TEXAS by and through TEXAS TECH UNIVERSITY By: _ Name: Title: THE STATE OF TEXAS § COUNTY OF LUBBOCK § This instrument was acknowledged before me on , , 2018, by of the Texas Tech University, an institution of higher education of the State of Texas, on behalf of said university. Electric Utility Right of Access Page 5 of 7 Notary Public, State of Texas My commission expires: GRANTEE: ELECTRIC UTILITY BOARD Greg Taylor, Chairman of the Electric Utility Board ATTEST: James Conwright, Secretary APPROVED AS TO CONTENT: David McCalla, Director of Electric Utilities APPROVED AS TO FORM: Richard Casner, General Counsel THE STATE OF TEXAS COUNTY OF LUBBOCK This instrument was acknowledged before me on , , 2018, by Greg Taylor, Chairman of the Electric Utility Board of the City of Lubbock, Texas home rule municipal corporation, on behalf of said Electric Utility Board. Notary Public, State of Texas My commission expires: GRANTEE: CITY OF LUBBOCK, TEXAS Electric Utility Right of Access Page 6 of 7 Dan Pope, Mayor of the City of Lubbock ATTEST: Becky Garza, Secretary APPROVED AS TO CONTENT: David McCalla, Director of Electric Utilities APPROVED AS TO FORM: Richard Casner, General Counsel of Lubbock Power & Light THE STATE OF TEXAS COUNTY OF LUBBOCK This instrument was acknowledged before me on , 2018, by Dan Pope, Mayor of the City of Lubbock, Texas home rule municipal corporation, on behalf of said home rule municipal corporation. Notary Public, State of Texas My commission expires: AFTER RECORDING RETURN TO: City of Lubbock — Right of Way Agent 1625 13th Street Lubbock, Texas 79401 Attn: Dave Booher Electric Utility Right of Access Page 7 of 7 Exhibit "A" to Electric Utility Right of Access Transmission Lands Transmission Lands METES AND BOUNDS DESCRIPTION of a 2.513 acre tract of land located in Section 22, Block A, Lubbock County, Texas, being a portion of that 226 acre tract conveyed in Volume 81, Page 345, Deed Records of Lubbock County, Texas, said 2.513 acre tract being further described as follows: BEGINNING at a 1/2" iron rod with cap marked "HUGO REED ASSOC" set in the occupied West right-of-way line of Quaker Avenue for the Northeast corner of this tract (N:7280380.09, E:931785.44-TXNC 4202 grid coordinate) which bears N.01'49,05" E. a distance of 1317.22 feet and N. 88' 10'55" W. a distance of 40.00 feet from the Southeast corner of said Section 22; THENCE N. 88056'17" W., at 1363.04 feet pass the East line of a 2.525 acre tract, continuing at 1763.04 feet pass the West line of said 2.525 acre tract, continuing for a total distance of 1824.24 feet to a 1/2" iron rod with cap marked "HUGO REED ASSOC" set in the West line of said 226 acre tract and the East line of Lot 2-A, Holiday Park Addition as recorded in County Clerk File Number 2016025312 for the Southwest corner of this tract; THENCE N. 01 00343" E., along the West line of said 226 acre tract and the East line of said Lot 2-A a distance of 60.00 feet to a 1/2" iron rod with cap marked "HUGO REED ASSOC" set for the Northwest corner of this tract; THENCE S. 88056' 17" E. a distance of 1824.23 feet to an `'X" chiseled in concrete set in said right-of-way line for the Northeast corner of this tract; THENCE S. 01 °49'05" W., along said right of way line a distance of 60.00 feet to the Point of Beginning. Bearings relative to the Texas Coordinate System of 1983, 2011 (epoch 2010.0) North-Central Zone. Exhibit "6" to Electric Utility Right of Access Distribution Lands Distribution Lands METES AND BOUNDS DESCRIPTION of a 0.6280 acre tract of land located in Section 22, Block A, Lubbock County, Texas, being a portion of that 226 acre tract conveyed in Volume 81, Page 345, Deed Records of Lubbock County, Texas, said 0.6282 acre tract being further described as follows: BEGINNING at a point in the occupied West right-of-way line of Quaker Avenue for the Southeast corner of this tract (N:7280395.08, E:931785.91-TXNC 4202 grid coordinate) which bears N. 01 °49'05" E. a distance of 1332.22 feet and N. 88° 10'S5" W. a distance of 40.00 feet from the Southeast corner of said Section 22; THENCE N. 880 56'17" W., at 1363.24 feet pass the East line of a 2.525 acre tract, continuing at 1763.24 feet pass the West line of said 2.525 acre tract, continuing for a total distance of 1824.24 feet to a point in the West line of said 226 acre tract and the East line of Lot 2-A, Holiday Park Addition as recorded in County Clerk File Number 2016025312 for the Southwest corner of this tract; THENCE N. 01 ° 03'43" E., along the West line of said 226 acre tract and the East line of said Lot 2-A a distance of 15.00 feet to a point for the Northwest corner of this tract; THENCE S. 880 56' 17" E., at 60.80 feet pass the West line of said 2.525 acre tract, continuing along a line 5.00 feet South of and parallel with the North line of said 2.525 acre tract at 460.80 feet pass the East line of said 2.525 acre tract, continuing for a total distance of 1824.24 feet to a point in said right-of-way line for the Northeast corner of this tract; THENCE S. 01 °49'05" W., along said right of way line a distance of 15.00 feet to the Point of Beginning. Bearings relative to the Texas Coordinate System of 1983, 2011 (epoch 2010.0) North-Central Zone. Exhibit "C" to Electric Utility Right of Access Red Raider Station lands Leased Land Description TRACT l -SUBSTATION TRACT METES AND BOUNDS DESCRIPTION of a 2.525 acre tract of land located in Section 22, Block A, Lubbock County, Texas, being a portion of that 226 acre tract conveyed in Volume 81, Page 345, Deed Records of Lubbock County, Texas, said 2.525 acre tract being further described as follows: BEGINNING at a 1/2" iron rod with cap marked "HUGO REED ASSOC" set for the Northeast corner of this tract (N: 7280440.33, E: 930423.59-TXNC 4202 grid coordinate) which bears N. 01°49'05" E. a distance of 1352.75 feet and N. 88°56'17" W. a distance of 1443.51 feet from the Southeast corner of said Section 22; THENCE S. 01003'43" W. a distance of 275.00 feet to a 1/2" iron rod with cap marked "HUGO REED ASSOC" set for the Southeast corner of this tract; THENCE N. 88056'17" W. a distance of 400.00 feet to a 1/2" iron rod with cap marked "HUGO REED ASSOC" set for the Southwest corner of this tract; THENCE N. 01003'43" E. a distance of 275.00 feet to a 1/2" iron rod with cap marked "HUGO REED ASSOC" set for the Northwest corner of this tract; THENCE S. 88056 17" E. a distance of 400.00 feet to the Point of Beginning Bearings relative to the Texas Coordinate System of 1983, 2011 (epoch 2010.0) North-Central Zone. Exhibit "3" to Option to lease Memorandum of lease STATE OF TEXAS COUNTY OF LUBBOCK MEMORANDUM OF LEASE THIS MEMORANDUM OF LEASE (the "Memorandum") is made and entered into to be effective as of March 5, 2018 (the "Effective Date"), by and between the State of Texas through Texas Tech University, an institution of higher education, and its Board of Regents ("TTU"), and the City of Lubbock, Texas, a Texas home rule municipal corporation, acting by and through its Electric Utility Board and City Council (referred to herein collectively as "LP&L"). This Memorandum shall evidence that there is in existence a Lease Agreement (the "Lease") as herein described, and is executed by the parties hereto for recording purposes only as to the Lease hereinafter described. The Memorandum is not intended and shall not modify, amend, supersede or otherwise affect the terms and provisions of the Lease. 1. Name of Document: Red Raider Station Lease 2. Effective Date of Lease: March 5, 2018 3. Term of Lease: Initial term of thirty (30) years, with option to extend for two (2) additional ten (10) year terms 4. Address of Grantor: c/o Texas Tech University System Attn: Vice Chancellor and General Counsel Box 42021 Lubbock, Texas 79409 5. Address of Grantee: Lubbock Power &Light Attn: Director of Electric Utilities 1301 Broadway, Lubbock, Texas 79401 6. Premises: See attached Exhibit "A" The purpose of this Memorandum is to give record notice of the Lease and of the rights created thereby, all of which are hereby confirmed. A copy of the Lease is on file with the Grantor and Grantee at their respective addresses set forth above. In the event of any conflict between the terms hereof and the terms under the Lease, the Lease shall control. IN WITNESS WHEREOF, the parties have executed this Memorandum of Lease Agreement as of the dates of the respective acknowledgments below to be effective as of the Effective Date. Memorandum of Lease Page 1 of 4 GRANTOR: THE STATE OF TEXAS by and through TEXAS TECH UNIVERSITY By: _ Name: Title: THE STATE OF TEXAS COUNTY OF LUBBOCK This instrument was acknowledged before me on , , 2018, by of the Texas Tech University, an institution of higher education of the State of Texas, on behalf of said University. Notary Public, State of Texas My commission expires: Memorandum of Lease Page 2 of 4 GRANTEE: ELECTRIC UTILITY BOARD Greg Taylor, Chairman of the Electric Utility Board ATTEST: James Conwright, Secretary APPROVED AS TO CONTENT: David McCalla, Director of Electric Utilities APPROVED AS TO FORM: Richard Casner, General Counsel THE STATE OF TEXAS COUNTY OF LUBBOCK This instrument was acknowledged before me on , 2018, by Greg Taylor, Chairman of the Electric Utility Board of the City of Lubbock, Texas home rule municipal corporation, on behalf of said Electric Utility Board. Notary Public, State of Texas My commission expires: Memorandum of Lease Page 3 of 4 GRANTEE: CITY OF LUBBOCK, TEXAS Dan Pope, Mayor of the City of Lubbock ATTEST: Becky Garza, Secretary APPROVED AS TO CONTENT: David McCalla, Director of Electric Utilities APPROVED AS TO FORM: Richard Casner, General Counsel of Lubbock Power & Light THE STATE OF TEXAS COUNTY OF LUBBOCK This instrument was acknowledged before me on , , 2018, by Dan Pope, Mayor of the City of Lubbock, Texas home rule municipal corporation, on behalf of said home rule municipal corporation. Notary Public, State of Texas My commission expires: Memorandum of Lease Page 4 of 4 Exhibit "A" to Memorandum of lease Land Description Leased Land Description TRACT 1 -SUBSTATION TRACT METES AND BOUNDS DESCRIPTION of a 2.525 acre tract of land located in Section 22, Block A, Lubbock County, Texas, being a portion of that 226 acre tract conveyed in Volume 81, Page 345, Deed Records of Lubbock County, Texas, said 2.525 acre tract being further described as follows: BEGINNING at a 1/2" iron rod with cap marked "HUGO REED ASSOC" set for the Northeast corner of this tract (N: 7280440.33, E: 930423.59-TXNC 4202 grid coordinate) which bears N. 01 °49'05" E. a distance of 1352.75 feet and N. 88°56' 17" W. a distance of 1443.51 feet from the Southeast corner of said Section 22; THENCE S. 01003'43" W. a distance of 275.00 feet to a 1/2" iron rod with cap marked "HUGO REED ASSOC" set for the Southeast corner of this tract; THENCE N. 88056'17" W. a distance of 400.00 feet to a 1/2" iron rod with cap marked "HUGO REED ASSOC" set for the Southwest corner of this tract; THENCE N. 01003'43" E. a distance of 275.00 feet to a 1/2" iron rod with cap marked "HUGO REED ASSOC" set for the Northwest corner of this tract; THENCE S. 8805617" E. a distance of 400.00 feet to the Point of Beginning. Bearings relative to the Texas Coordinate System of 1983, 2011 (epoch 2010.0) North-Central Zone.