Loading...
HomeMy WebLinkAboutResolution - 2018-R0087 - Option To Lease With TTU - 02/22/2018Resolution No. 2018-R0087 Item No. 6.25 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, acting by and through Lubbock Power & Light 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; WHEREAS, as a part of the process to provide certainty as to the purchase price under the PPA, the State of Texas, acting by and through Texas Tech University ("TTU"), has agreed, under an option in favor of the City of Lubbock, to (i) lease certain lands owned by it; and (ii) convey certain rights related to electric distribution and transmission infrastructure, access and drainage over and across lands owned by it, to the City of Lubbock; WHEREAS, the option in favor of the City is prescribed in that certain Option to Lease, attached hereto ("Option Agreement"); WHEREAS, the period of time to exercise its option, as provided in the Option Agreement, is necessary so that the City of Lubbock may conduct its due diligence activities; WHEREAS, the City of Lubbock and TTU now desire to enter into the Option Agreement; NOW, THEREFORE: BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the of the City of Lubbock BE and is hereby authorized and directed to execute for and on behalf of the City of Lubbock, acting by and through its City Council, the Option to Lease ("Option Agreement") being attached hereto and incorporated herein as though set forth fully herein in detail, and any documents related thereto. BE IT FURTHER RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the authority to exercise the options granted to the City of Lubbock under the Option Agreement, and to execute any and all documents related to such option and the rights to be granted to the City of Lubbock related thereto, is hereby delegated for all purposes by the City Council of the City of Lubbock to David McCalla, Director of Electric Utilities. BE IT FURTHER RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK; THAT the Director of Electric Utilities shall report to the Electric Utility Board as to whether the options were exercised, under the delegation of authority prescribed herein, as soon as practicable after the expiration of the option period prescribed in the Option Agreement. Passed by the City Council this 22nd day of February, 2018. Daniel M. Pope, Mayor ATTEST: 1:? -'ej� — Rebec a Garza, City Secretary APPROVED AS TO CONTENT: A4)tk!� David McCalla, Director of Electric Utilities APPROVED AS TO FORM: Richard Casner, LP&L General Counsel Resolution No. 2018-R0087 OPTION TO LEASE STATE OF TEXAS COUNTY OF LUBBOCK This Option to Lease ("Contract" or "Option") is dated effective March 5, 2018 (the "Effective Date"), by and between the State of Texas, acting by and 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"). WHEREAS, LP&L desires, subject to the exercise of due diligence, to lease the surface estate of real property from TTU to provide infrastructure related to the transmission and delivery of electrical power to the campuses of TTU and TTUHSC, among others, which will become known as "Red Raider Station" and to be granted rights of access for electric transmission and distribution infrastructure ("Access Rights"); WHEREAS, so that it may evaluate the proposed lease for the Red Raider Station, LP&L wishes to conduct title, environmental and other due diligence related to the Lease Premises; WHEREAS, TTU desires to lease the Lease Premises to LP&L and to grant the Access Rights to LP&L, on the terms and conditions provided in (i) the Lease, attached hereto and incorporated herein, as Exhibit "1" ("Red Raider Station Lease"); and (ii) the Electric Utility Right of Access related thereto, as attached hereto and incorporated herein, as Exhibit "2" ("ROA"), and desires to grant an option to LP&L to (i) lease the lands to be encumbered by the Red Raider Station Lease, as more particularly described therein (the "Lease Premises"); and (ii) be granted the Access Rights; WHEREAS, on or about even date hereof, LP&L has executed and delivered to TTU that certain conditionally effective First Amendment to Power Purchase Agreement ("PPA Amendment"), said PPA Amendment to be effective upon the exercise of the options granted to LP&L herein; and WHEREAS, TTU has executed the Red Raider Station Lease and the ROA, and has provided four (4) execution originals of same to LP&L to hold during the Option Term, as defined below. NOW, THEREFORE, for good and adequate consideration, TTU hereby grants to LP&L the exclusive right and option to lease the Lease Premises and to be granted the Access Rights, upon the terms set forth in the Red Raider Station Lease and the ROA, upon the terms and conditions set forth below. On or before five (5) business days after the Effective Date, LP&L shall deliver to TTU a check in the amount of One Hundred and No/100 Dollars ($100.00) (the "Independent Contract Consideration"), which amount the parties hereby acknowledge and agree has been bargained for and agreed to as consideration for TTU's execution and delivery of this Option to Lease Page 1 of 5 Contract. The Independent Contract Consideration is in addition to, and independent of any other consideration or payment provided in this Contract, is non-refundable, and shall be retained by TTU notwithstanding any other provision of this Contract. LP&L may exercise its exclusive right to lease the Lease Premises and be granted the Access Rights, under the terms and provisions of the Red Raider Station Lease and the ROA, by giving notice of the same to TTU, along with delivery of two (2) executed originals by LP&L of the Red Raider Station Lease and the ROA at anytime prior to thirty (30) days after the Effective Date (the "Option Period"). The Option Period may be extended up to an additional forty five (45) days upon agreement of LP&L and TTU, as exercised by the (i) Director of Electric Utilities, or his designee, as concerns LP&L; and (ii) the General Counsel, or his designee, as concerns TTU. If LP&L does not deliver to TTU the Red Raider Station Lease and the ROA executed by LP&L representatives by the last day of the Option Period, then this Option will automatically terminate. Also, in the event that the Red Raider Station Lease and the ROA are not signed and returned to TTU, as set forth above, then in that case the Option will also automatically terminate and none of the agreements will be of any effect. If LP&L exercises this Option, two (2) execution originals of each of the Red Raider Station Lease and ROA will be retained by LP&L for its files. 3. In the event LP&L does not exercise its exclusive rights to lease the Lease Premises and be conveyed the Access Rights, then, LP&L must either return the Red Raider Station Lease and ROA forms in its possession to TTU or destroy same, and this Contract shall become absolutely null and void, and neither party shall have any other liability or obligation hereunder or pursuant hereto. 4. All notices provided for in this Contract shall be in writing and shall be delivered to the parties hereto by hand or by United States Mail with postage pre -paid. Such notices shall be deemed to have been served on the date hand delivered, or date mailed, postage pre- paid. All such notices and communications shall be addressed to TTU, at Texas Tech University, Operations Division, Physical Plant Building, 3122 Main St., Room 106C, Box 43142, Lubbock, Texas 79409, Attn: Assistant Vice President for Operations, with a copy to Texas Tech University System, Box 42021, Lubbock, Texas 79409, Attn: Vice Chancellor and General Counsel; and to LP&L, 1301 Broadway, Lubbock, Texas 79401, Attn: Director of Electric Utilities, or at such other address as either may specify to the other in writing. Time is of the essence of this Contract. Attached as Exhibit "3," is a Memorandum of Lease, which TTU has also executed, giving notice to third -parties of the existence of the Red Raider Station Lease that, in the event LP&L elects to exercise its exclusive options granted herein, by executing the Red Raider Station Lease and the ROA, LP&L may choose to record, at its sole cost and expense, in the Official Public Records of Lubbock County, Texas. Upon execution of the Red Raider Station Lease and the ROA by LP&L, LP&L may choose to record, at its sole cost and expense, the ROA. Option to Lease Page 2 of 5 It is anticipated that certain cut and fill activities on and from the Lease Premises and lands owned by TTU adjacent to the Lease Premises will be required during the term of the Red Raider Station Lease in connection with the development of the Lease Premises by LP&L. TTU shall assist and cooperate with LP&L in any City of Lubbock regulatory activities required related to the cut and fill activities, including without limitation, requirements related to Planning and Zoning Commission approvals, so long as the contemplated activities are in accordance with the Cut and Fill Plan, as defined in the Red Raider Station Lease. However, no actual cut and fill activities other than preparations, regulatory approvals, or planning will occur until such time as LP&L delivers to TTU the Red Raider Station Lease and the ROA executed by LP&L representative, as contemplated in paragraph 2 stated above. This Contract contains all the terms, promises, covenants, conditions and representations made or entered into by or between TTU and LP&L, and supersedes all prior discussions and agreements, whether written or oral, between TTU and LP&L with respect to this Contract. This Contract may not be modified or amended unless such amendment is set forth in writing and duly authorized and executed by both TTU and LP&L with the formalities hereof. Signature Pages Follow. Attachments: Exhibit "1" Red Raider Station Lease Exhibit "2" Electric Utility Right of Access Exhibit " 3" Memorandum of Lease Option to Lease Page 3 of 5 This Contract is executed by TTU and LP&L as of the Effective Date hereof. .��TECH UNIVERSIT ELECTRIC UTILITY BOARD By: 7�z Greg Tayilor, Ch ' an of the Electric Utility Board ATTEST: J06res Conwright, Secretary AP P OVED AS TO CON T: David McCalla, irector of Electric Utilities APPROVED AS TO FORM: Richard K. Casner, General Counsel Option to Lease Page 4 of 5 CITY OF LUBBOCK Dan Pope, Mayor of the City of Lubbock EST: Reb ca Garza, City Secretary zzm T: David McCalla, Director of Electric Utilities APPROVED AS TO FORM: Richard K. Casner, General Counsel Option to Lease Page 5 of 5 Exhibit "1" to Option to Lease Red Raider Station Lease RED RAIDER STATION LEASE STATE OF TEXAS § COUNTY OF LUBBOCK § This Lease, effective as of the date of execution hereof by LP&L, as defined below (the "Effective Date"), by and between the State of Texas, acting by and through Texas Tech University, an institution of higher education, and its Board of Regents (referred to herein as "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 collectively herein as "LP&L"). TTU and LP&L are collectively referred to herein as the "Parties." WHEREAS, on April 28, 2005, the Parties previously entered into a power purchase agreement ("PPA") that will expire on June 30, 2019, if either TTU or LP&L provides notice of termination to the other, as set forth in Section 1.3 of the PPA; WHEREAS, all parties anticipate the growth of TTU electricity load and desire to enhance the reliability of the system through which electricity is provided by LP&L to TTU; and WHEREAS, LP&L wishes to lease the TTU land described on Exhibit "A" attached hereto (also referred to herein as the "Leased Premises"), on which LP&L may erect certain property related to the delivery of electrical power to the campus of Texas Tech University and Texas Tech University Health Sciences Center, among others (the "New Substation"), from which the Parties anticipate fifty percent (50%) of the power delivered or generated will be dedicated for the benefit of Texas Tech University and Texas Tech University Health Sciences Center. NOW, THEREFORE, TTU hereby agrees to lease, let and demise, and does hereby lease, let, and demise, to LP&L, the Leased Premises, and further agrees to convey to LP&L certain rights of access, all as more particularly described below, subject to the following conditions: A. Term. The initial term of this Lease shall be thirty (30) years from and after the Effective Date. Additionally, LP&L is granted the option to extend this Lease, on identical terms and provisions as the initial term, except as provided herein, for two (2) successive ten (10) year terms, by providing notice of the exercise of such option to TTU at, for mail delivery, Texas Tech University System, Box 42021, Lubbock, Texas 79409, Attn: Vice Chancellor and General Counsel, or for hand delivery, at 1508 Knoxville Ave., Suite 309, Lubbock, Texas, 79409 Attn: Vice Chancellor and General Counsel, no later than ninety (90) days prior to the end of the initial term, or option term, as applicable. TTU may terminate this Lease, in TTU's sole discretion, in the event LP&L fails to begin operations to construct the New Substation (the "Commencement of Construction Date") within five (5) years from the Effective Date of this Lease; or fails to complete construction ("Completion of Construction") of the New Substation within two (2) years from the Commencement of Construction Date. As used herein, Completion of Construction shall mean commissioning and energizing the facility to carry electrical load. However, the terms, conditions, responsibilities, and Red Raider Station Lease Pagel of 8 liabilities of the Parties which by their nature and context are intended to survive the expiration or earlier termination of this Lease will continue on past the expiration of this Lease. B. Consideration. LP&L will pay TTU, during the period of time from the Commencement of Construction Date to thirty (30) years after the Effective Date of this Lease, rent of Twelve Thousand Seven Hundred Twenty and No/100 Dollars ($12,720.00) per year, payable on the first day of the month following the Commencement of Construction Date (prorated if applicable), and on each annual anniversary thereafter. LP&L will also pay TTU, for the period of time from the Effective Date to the Commencement of Construction Date, One Thousand and No/100 Dollars ($1,000.00) annually (prorated if applicable), payable twenty (20) business days after the Effective Date, and on each anniversary of the Effective Date thereafter until the Commencement of Construction Date or the termination of this Lease, as applicable. If this Lease is extended beyond the initial term of thirty (30) years, LP&L shall pay TTU annual rent for the first ten (10) year option period of this Lease, calculated at a fair market value of the unimproved fee simple estate of the Leased Premises, x .50 x 8%. Annual rent payable for each successive ten (10) year option period shall be calculated in the same manner. If this Lease is assigned, the assignee shall pay TTU rent at a fair market value rate. For the purposes of this Lease, "fair market value rate" is a rate determined by written appraisal, at TTU's sole cost, prepared by a licensed appraiser selected by agreement of TTU and LP&L. If TTU and LP&L cannot agree on a licensed appraiser, such appraiser shall be selected by LP&L. C. Exceptions to the Leased Premises. This Lease only covers and includes the surface estate to the Leased Premises and does not include any oil, gas, sulfur, caliche, or other minerals ("Minerals") or any rights to groundwater or groundwater sources ("Water") that may be contained in and under the Leased Premises. This Lease specifically does not grant any right, and TTU hereby reserves all rights, regarding any mining or exploration activities related to the Minerals and Water. However, TTU covenants that any Mineral or Water exploration, production or transportation activities related to the Leased Premises shall not occur on or over the surface of the Leased Premises. D. Access. This Lease also includes during the term hereof, irrevocable rights of access, including ingress, egress (as set forth below), and rights of drainage, on, over and across lands owned, controlled or occupied by TTU located in Lubbock County, Texas, to the extent necessary to the enjoyment of the rights and estates granted to LP&L hereunder. E. Cut and Fill. LP&L is granted the right to conduct cut and fill operations on and from the Leased Premises and lands owned by TTU adjacent to the Leased Premises, in accordance with the plan attached hereto as Exhibit "B" (the "Cut and Fill Plan"). TTU shall assist and cooperate with LP&L in any City of Lubbock regulatory activities required related to the cut and fill activities, including without limitation, requirements related to Planning and Zoning Commission approvals, so long as the contemplated activities are in accordance with the Cut and Fill Plan. The rights granted in this paragraph E., to the extent such rights apply to lands outside of the Leased Red Raider Station Lease Page 2 of 8 Premises, shall (i) expire upon Completion of Construction; and (ii) include the right of access over the lands of TTU depicted in the Cut and Fill Plan related to activities contemplated by the Cut and Fill Plan. All activities and operations associated with the Cut and Fill Plan shall be at the sole cost and expense of LP&L. F. Further Assurances. The Parties agree and recognize that this Lease does not represent a fee simple conveyance of the Leased Premises. G. Governing Law. This Lease shall be governed by the laws of the State of Texas. In the event any claims arise regarding this Lease, then Lubbock County, Texas shall serve as the exclusive venue for such claims. NEITHER THE EXECUTION OF THIS LEASE BY TTU, NOR ANY OTHER CONDUCT OF ANY OF TTU'S REPRESENTATIVES RELATING TO THIS LEASE, WILL BE CONSIDERED A WAIVER OF TTU'S SOVEREIGN IMMUNITY TO SUIT. H. Responsibilities of LP&L. LP&L accepts the Leased Premises, except as provided in Section I, below, in its present condition, AS IS, and shall comply with the following conditions: LP&L's use of the Leased Premises shall be limited to that incidental to the operation, construction, improvement, repair and maintenance, and any other activity conducted in accordance with good utility practice, of an electric transmission or distribution substation, including without limitation, the erection and use of transformers, and electric transmission and distribution infrastructure ("Facilities"). For the purposes of this Lease, an "improvement" to the Facilities includes the alteration, reconstruction, relocation, inspection, change to increase or reduce the size or capacity of, and additions to the Facilities. 2. LP&L, at its sole cost, may improve and/or alter the Leased Premises without consent of TTU, so long as such improvements and alterations are consistent with the use granted above, except as to site beautification, for which the consent of the TTU Assistant Vice President, Operations Division ("Assistant Vice President") , is required. LP&L shall submit its plans for site beautification construction to the Assistant Vice President, if mailed, at (mailing address) PO Box 43142, and if hand delivered, (physical address) Physical Plant Building, 3122 Main Street, Room 106C, Lubbock, Texas 79409, (806) 834-4673, and the Assistant Vice President shall promptly review such plans, and either approve or disapprove such plans, within thirty (30) calendar days of submittal by LP&L. If the Assistant Vice President fails to approve or disapprove the plans within thirty (30) days of submittal, it shall be deemed for all purposes that the Assistant Vice President has approved such plans. If the plans are disapproved, the Assistant Vice President shall provide to LP&L the reasons for such disapproval and the matters in need of correction or modification. The approval processes of the Assistant Vice President shall be exercised reasonably and the site beautification requirements of TTU shall be no more stringent than those normally utilized in the City of Lubbock for substations located in single family residential zones. Red Raider Station Lease Page 3 of 8 LP&L shall also allow TTU representatives, including representatives from Texas Tech University System Facilities Planning and Construction ("TTUS FP&C") to view LP&L's construction plans for all other improvements to be erected on the Leased Premises. TTU stipulates that such plans are highly security sensitive and, except to the extent TTU is required to disclose such plans under the Texas Public Information Act, shall maintain confidentiality of such plans. 3. LP&L, in the event it shall construct the New Substation, shall construct and maintain an improved gravel surfaced access road, on, over and across the lands described on Exhibit "C", attached hereto (the "Access Road"). All ingress and egress to the Red Raider Station, including all construction traffic, shall occur via this Access Road. A locked gate shall be kept at the entrance to the New Substation at the termination of the Access Road. LP&L will construct and maintain any fencing or locks it determines are necessary to the extent the location of the fencing and locks is consistent with this paragraph. 4. LP&L shall maintain the Leased Premises and improvements, and erect and maintain safety barriers in accordance the standards set forth in the National Electric Safety Code and IEEE standards that provide industry guidance. All site beautification shall be subject to the Assistant Vice President's prior written approval of design and quality standards, as set forth above. 5. LP&L, in the event it shall construct the New Substation, shall construct transmission and distribution lines in the locations depicted in, and in accordance with the terms of, the Electrical Utility Right of Access terms in the locations marked on the attached Exhibits "D" (Transmission Lands) and "E" (Distribution Lands), respectively, as granted by TTU to LP&L under separate instrument of even date herewith. b. Upon expiration or termination of this Lease, LP&L may, at its election, and shall, if TTU requests, remove any and all improvements to the Leased Premises, including transmission and distribution related infrastructure and equipment. In such event, LP&L shall remove foundations and underground infrastructure installed by LP&L. 7. LP&L, as between LP&L and TTU, shall be solely responsible for environmental damage caused by its operations on the Leased Premises. At the expiration of this Lease, LP&L shall return the ground and soil of the Leased Premises to a condition as permitted by the Texas Commission on Environmental Quality, or successor state regulatory body with jurisdiction over environmental matters, for industrial uses. 8. LP&L may assign this Lease in the event of a conveyance of all or substantially all of its electric transmission or distribution assets. In other cases, LP&L may not assign and convey this Lease without the prior written approval of TTU, which shall not be unreasonably withheld. When TTU consent to assign is required, if Red Raider Station Lease Page 4 of 8 TTU has legitimate business, health, or safety concerns regarding the assignee of the Lease, or the transaction resulting in the assignment, then TTU may, in its reasonable discretion, withhold its consent to the assignment. LP&L shall not sublease the Leased Premises. TO THE EXTENT PERMITTED BY TEXAS LAW, LP&L SHALL INDEMNIFY AND HOLD TTU HARMLESS FROM ALL CLAIMS AND LIABILITIES THAT MAY ARISE CAUSED BY LP&L'S OPERATIONS ON THE LEASED PREMISES, INCLUDING FEES AND EXPENSES IMPOSED OR INCURRED AS A RESULT OF REGULATORY COMPLIANCE REQUIREMENTS AND THE IMPOSITION OF AD VALOREM TAXES ON THE LEASED PREMISES. THIS INDEMNIFICATION INCLUDES ALL OF 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. Responsibilities of TTU. TTU shall comply with the following conditions: 1. TTU shall cooperate with LP&L and will provide estoppel certificates/letters within thirty (30) days of any request by LP&L. Any days marked as holidays on the TTU calendar shall not count against the thirty (30) day deadline to comply. TTU shall execute a Memorandum of Lease in the form attached hereto as Exhibit "F." LP&L shall be responsible for any recordation of the Memorandum of Lease, including any costs associated with such recordation. Furthermore, at the termination of the Lease, LP&L shall execute a Release of Lease, which shall also be recorded at LP&L's sole cost and expense. As an agency of the State of Texas, TTU represents and warrants the following: (a) TTU owns the Leased Premises, subject to any covenants, conditions, easements, and other matters of record in Lubbock County, Texas; (b) Under Texas law, TTU's Board of Regents is: (i) Vested with the sole and exclusive management and control of the Leased Premises; and (ii) Authorized to grant the rights under this Lease as the Lease is in connection with the furnishing or providing of electricity or other utility service on, over, or through the campuses of the Texas Tech University System and the component institutions. Red Raider Station Lease Page 5 of 8 4. TTU will not access or unilaterally come on to the Leased Premises during the term of this Lease. However, this does not apply in cases of emergency, in which case TTU may, but is not affirmatively required to, access the Leased Premises to prevent loss of life, health or property. TTU covenants and agrees that LP&L may peaceably and quietly have, hold, occupy and enjoy the Leased Premises in accordance with the terms of this Lease without hindrance from TTU or any person lawfully claiming through TTU. J. Waiver and Breach. Waiver by a party of any breach of any duty of the other party under this Lease will not be a waiver of a breach of any other duty of that party, or of any subsequent breach of the same duty. Furthermore, any breach of this Lease, by either Party, shall not automatically constitute a breach of the PPA as well, unless the action is indeed also contrary to terms and conditions of the PPA. K. Notice. Any notices required or permitted herein may be provided by either (i) certified mail, return receipt requested, upon which notice shall be deemed delivered and received as of the date of posting; or (ii) by hand delivery, upon which notice shall be deemed delivered and received as of the date of hand delivery. L. Termination. LP&L may terminate this Lease at any time during the term hereof. M. Liens. LP&L shall not create, or permit to be created, any lien, encumbrances, or charge upon the Leased Premises. N. Final Agreement. The Parties agree that this Lease represents the final and complete agreement between the Parties related to the lease of the Leased Premises and that any previous writing shall not constitute a part of the Lease. This Lease may only be amended by a subsequent writing duly authorized and signed by both Parties. O. Counterparts. This Lease may be executed in one or more counterparts, each of which for all purposes will be deemed to be an original but all of which together will constitute the same Lease. This Lease is executed and effective as stated above. Signature Pages Follow. Attachments: Exhibit "A" Leased Land Description Exhibit "B" Cut and Fill Plan Exhibit "C" Access Road Description Exhibit "D" Electric Utility Right of Access Description- Transmission Lands Exhibit "E" Electric Utility Right of Access Description- Distribution Lands Exhibit "F" Memorandum of Lease Red Raider Station Lease Page 6 of 8 TEXAS TECH UNIVERSITY Name: Title: ELECTRIC UTILITY BOARD IL0 ATTEST: James Conwright, Secretary APPROVED AS TO CONTENT: Greg Taylor, Chairman of the Electric Utility Board David McCalla, Director of Electric Utilities APPROVED AS TO FORM: Richard K. Casner, General Counsel Red Raider Station Lease Page 7 of 8 CITY OF LUBBOCK Im ATTEST: Rebecca Garza, City Secretary APPROVED AS TO CONTENT: Dan Pope, Mayor of the City of Lubbock. David McCalla, Director of Electric Utilities APPROVED AS TO FORM: Richard K. Casner, General Counsel Date of Execution by LP&L: Red Raider Station Lease Page 8 of 8 2018 Exhibit "A" To Red Raider Station Lease Lease Premises 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. 8805617" 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. 01"03'43" 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 "B" to Red Raider Station Lease Cut and Fill Plan 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'l7" 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. 01 049'05" 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'l7" 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. 01 003'43" 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. 88056'l7" 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 "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 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. 01 049'05" 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 32018, 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 comer 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 § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF LUBBOCK § 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, under 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 , 12018, 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'l7" 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 °0343" 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. 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 "B" 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° 10'55" 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 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. 01 049'05" 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 "C" to Electric Utility Right of Access Red Raider Station lands Leased Land Description TRACT I -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. 01 003'43" 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 "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. 01 °03'43" 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'l7" 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.