HomeMy WebLinkAboutResolution - 2023-R0619 - Agreement For Sale And Purchase Of Utility Assets, SPSC & LP&L - 12/12/2023Resolution No. 2023-R0619
Item No. 5.33
December 12, 2023
RESOLUTION
WHEREAS, Lubbock Power & Light is the municipally owned electric utility of
the City of Lubbock ("LP&L");
WHEREAS, LP&L owns and operates the Doud substation ("Substation")
located on land currently owned by the City of Lubbock, a municipal corporation of
the State of Texas, located at 4201 Frankford Avenue, City of Lubbock, Lubbock
County, Texas, more fully described as a.381 acre tract of land being a portion of
Lot 1-A, S.W.P.S. Addition, an addition to the City of Lubbock, Lubbock County,
Texas, according to the recorded map or plat thereof, of record in Volume 1946, Page
226 of the Deed Records of Lubbock County; and
WHEREAS, in 2009, SPS and LP&L entered into certain transactions pursuant
to which LP&L agreed to purchase 170 megawatts of Partial Requirements Power
Service from SPS; and
WHEREAS, SPS and LP&L entered into an Asset Purchase Agreement dated as
of November 12, 2009, pursuant to which LP&L purchased certain assets from SPS;
and
WHEREAS, LP&L subsequently decided to and received all necessary
regulatory approvals to transfer its customer load from the electric transmission
system and market operated by the Southwest Power Pool, Inc. ("SPP") to the electric
transmission system and market operated by the Electric Reliability Council of Texas,
Inc. (`BRCOT"); and
WHEREAS, upon integration of its load into ERCOT, LP&L anticipated that it
would no longer need the Partial Requirements Power Service being provided by
SPS; and
WHEREAS, in recognition of these changes, on May 27, 2021, LP&L and SPS
entered into a Settlement Agreement to terminate the PPA and which also
contemplated that SPS and LP&L would sell to and/or purchase from each other
assets and real property, including easements, that the selling party would not require
and the purchasing party would require for the operation of their respective systems;
and
WHEREAS, in connection with the approval of the Settlement Agreement by the
Federal Energy Regulatory Commission ("FERC") in FERC Docket No. ER23-1144-
000 (the "FERC Proceeding"), on August 11, 2023, the parties to the FERC
Proceeding entered into a settlement (the "FERC Settlement") pursuant to which,
among other terms, SPS agreed to offer to sell to the parties certain assets and real
property, including easements, (the "Assets") that SPS would no longer require for
operation of its system after the transfer of the LP&L load into ERCOT; and
WHEREAS, the Settlement Agreement was approved by the Public Utility
Commission of Texas on March 22, 2023 in Docket No. 53529 and by the FERC on
Sept 28, 2023 in Docket No. ER-23-1144-000; and
WHEREAS, pursuant to the FERC Settlement, LP&L was given a right of first
refusal ("ROFR") for a ninety (90) day period from September 28, 2023, the effective
date of the FERC Order approving the Settlement Agreement, to purchase certain of
the Assets from SPS; and
WHEREAS, LP&L has exercised its ROFR and SPS and LP&L are entering into
this Agreement to memorialize the purchase and sale of Assets, as previously agreed.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF LUBBOCK:
THAT the City Council of the City of Lubbock hereby authorizes the Mayor to
execute that certain Agreement for Sale and Purchase of Utility Assets by and
between Southwestern Public Service Company, a New Mexico corporation ("SPS"),
and the City of Lubbock, Texas, a home rule municipal corporation organized under
the laws of the State of Texas, as attached hereto and incorporated herein as though
fully set forth herein in detail, and any documents related thereto, and approves
payment of consideration in the amount of necessary title and closing costs associated
with same.
Passed by the City Council of the City of Lubbock this 12th day of December, 2023.
ATTEST:
Courtney Paz, City ecret
APPROVE� AS TO
Joel I�. �hief Ad`minis�/ative Officer
APPROVED AS TO FORM:
Tom Je ings, Elect tility Attorney
WHEREAS, Lubbock Power & Light is the municipally owned electric utility Al
the City of Lubbock I
WHEREAS, LP&L owns and operates the Doud substation ("Substation'
located on land currently owned by the City of Lubbock, a municipal corporation►
the State of Texas, located at 4201 Frankford Avenue, City of Lubbock, Lubboc
County, Texas, more fully described as a .381 acre tract of land being a portion
Lot I -A, S.W.P.S. Addition, an addition to the City of Lubbock, Lubbock Count
Texas, according to the recorded map or plat thereof, of record in Volume 1946, Pa
226 of the Deed Records of Lubbock County; and
WHEREAS, in 2009, SPS and LP&L entered into certain transactions pursuant
to which LP&L agreed to purchase 170 megawatts of Partial Requirements Power
Service from SPS; and
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a-tid
WHEREAS, LP&L subsequently decided to and received all necessary
regulatory approvals to transfer its customer load from the electric transmission
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the S* ifliijosi R&Njigi igmAd.iji, j"Jij"i Jig Jig electric,
TransmissiTri s7stern WE TIM T niectric Miatintj4 #I Mal;
Inc. ("ERCOT"); and
WHEREAS, upon integration of its load into ERCOT, LP&L anticipated that it
would no longer need the Partial Requirements Power Service being provided by
SPS; and
WHEREAS, in recognition of these changes, on May 27, 2021, LP&L and SPS
entered into a Settlement Agreement to terminate the PPA and which also
contemplated that SPS and LP&L would sell to and/or purchase from each other
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and
WHERE, AS, in connection with the approval of the Settlement Agreement by the
Federal Energy Regulatory Commission ("FERC") in FERC Docket No. ER23-1144-
000 (the "FERC Proceeding"), on August 11, 2023, the parties to the FERC
Proceeding entered into a settlement (the "FERC Settlement") pursuant to which,
among other terms, SPS agreed to offer to sell to the parties certain assets and real
property, including easements, (the "Assets") that SPS would no longer require for
operation of its system after the transfer of the LP&L load into ERCOT; and
WHEREAS, the Settlement Agreement was approved by the Public Utility
Commission of Texas on March 22, 2023 in Docket No. 53529 and by the FERC on
Sept 28, 2023 in Docket No. ER-23-1144-000 and
WHEREAS, pursuant to the FERC Settlement, LP&L was given a right of firm
refusal ("ROFR") for a ninety (90) day period from September 28, 2023, the effecti
-fate of the FERC Order approving the Settlement Agreement, to purchase certain
the Assets from SPS; and I
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THAT the Electric Utty Board hereby authorizes the Chair of the Electric Utility
Board to execute that certain Agreement for Sale and Purchase of Utility Assets by
and between Southwestern Public Service Company, a New Mexico corporation
("SPS"), and the City of Lubbock, Texas, a home rule municipal corporation
organized under the laws of the State of Texas, as attached hereto and incorporated
herein as though fully set forth herein in detail, and any documents related thereto,
and approves payment of consideration in the amount of necessary title and closing
costs associated with same, and further recommends approval by the City Council to
approve and authorize same.
BE ITFURTHER RESOLVED BY THE ELECTRIC UTILITY BOARD OF THE
CITY OF LUBBOCK:
THAT this Resolution shall be null and void if the City Council shall not likewise
within sixty (60) days of the date hereof.
-- -------------- -
Eddie Schulz, Board Secretary
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ToJennings, Electric Utility Attorney
OF UTILITY ASSETS
THIS AGREEMENT FOR SALE AND PURCHASE OF UTILITY ASSETS
("Agreement") is entered into as of December 11, 2023, by Southwestern Public Service
Company, a New Mexico corporation ("SPSand The City of Lubbock, Texas, a home rule
municipal corporation organized under the laws of the State of Texas, acting by and through
Lubbock Powerand LP&L are each a "Party" and collectively the
"Parties."
WHEREAS, in 2009, SPS and LP&L entered into certain transactions pursuant to which
LP&L agreed to purchase 170 megawatts of Partial Requirements Power Service from SPS; and
WHEREAS, SPS and LP&L entered into an Asset Purchase Agreement dated as of
Novemb09o bbod a er 12, 20, pursuant twhich Luck purchase♦ certain ssets fromand
WHEREAS, LP&L subsequently decided to and received all necessary regulatory
a-wrovals to transfer its customer load from the electric transmission system and market operated
by the Southwest Power Pool, Inc. ("SPP") to the electric transmission system and market
operated by the Electric Reliability Council of Texas, Inc. ("ERCOT"); and
WHEREAS, upon integration of its load into ERCOT, LP&L anticipated that it would no
longer need the Partial Requirements Power Service being provided by SPS; and
WHEREAS, in recognition of these changes, on May 27, 202 1, LP&L and SPS entered
into a Settlement Agreement to terminate the PPA and which also contemplated that SPS and
LP&L would sell to and/or A urcbase from eachither assets and real irigl, incl 41, fy eascw�e&ts
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of their respective systems; and
WHEREAS, in connection with the approval of the Settlement Agreement by the Federal
Energy Regulatory Commission ("FERC") in FERC Docket No. ER23-1144-000 (the "FERC
Proceeding"), on August 11, 2023, the parties to the FERC Proceeding entered into a settlement
(the "FERC Settlement") pursuant to which, among other terms, SPS agreed to offer to sell to the
parties certain assets and real property, including easements, (the "Assets") that SPS would no
longer require for operation of its system after the transfer of the LP&L load into ERCOT; and
WHEREAS, the Settlement Agreement was approved by the Public Utility Commission
of Texas on March 22, 2023 in Docket No. 53529 and by the FERC on Sept 28, 2023 in Docket
No. ER-23-1144-000; and
WHEREAS, pursuant to the FERC Settlement, LP&L was given a right of first refusal
("ROFR") for a ninety (90) day period from September 28, 2023, the effective date of the FERC
Order approving the Settlement Agreement, to purchase certain of the Assets from SPS; and
SPS-LP&L
Agreement for Sale and Purchase
of Utility Assets
WHEREAS, LP&L has exercised its ROM and SPS and LP&L are entering into this
Agreement to memorialize the purchase and sale of Assets, as previously agreed; and
NOW, THEREFORE, SPS and LP&L enter into this Agreement for Sale and Purchase
of Utility Assets, and the Parties agree to the following terms and conditions.
FITV-M
1.01 "Access Easement" means the agreement attached hereto as Exhibit G.
1.02 "Assets" means collectively the Transaction A Assets and the Transaction B
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or any of the practices, methods or acts which, in the exercise of reasonable judgment in light of
equipment throughout their entire useful lives, would have been expected to accomplish the
desired result at a reasonable cost consistent with good business practices, reliability, safety and
timing requirements.
1.06 "LP&L Assignment" means the Deed and Assignment of Easements, a copy of
which is attached hereto as Exhibit E, and by this reference, incorporated herein, which shall
transfer and convey the Doud Substation Property and shall transfer and assign those certain
easements identified on Exhibit B from LP&L to SPS.
1.07 "LP&L Bill of Sale" means the bill of sale transferring the Transaction B Personal
Property from LP&L to SPS, a copy of which is attached hereto as Exhibit F, and incorporated
by reference herein.
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1.09 "Doud Substation Property" means the Doud Substation and real property on
which it is located, commonly known as 4201 Frankford Avenue, City of Lubbock, Lubbock
County, Texas, and more fully described on Exhibit B.
1.10 "SPS Bill of Sale" means the bill of sale transferring the Transaction A Personal
Property from SPS to LP&L, a copy of which is attached hereto as Exhibit D, and incorporated
by reference herein.
SPS-LP&L
Agreement for Sale and Purchase
of Utility Assets
1.11 "SPS Assignment" means the assignment transferring the Transaction A Land
Rights from SPS to LP&L, a copy of which is attached hereto as Exhibit C, and incorporated by
reference herein.
1.12 "Title Company" means Stewart Title, 7810 Hillside Rd, Suite 200, Amarillo, TX
7911.9, ATTN Amber Honea.
1.13 "Transaction A" means the sale, transfer and conveyance of the Transaction A
Assets from SPS to LP&L, as described in Section 2.01.
1.14 "Transaction A Assets" means the Transaction A Personal Property and
Transaction A Land Rights described on Exhibit A attached hereto and incorporated herein by
reference.
1.15 "Transaction B" means the sale, transfer, conveyance and assignment of
Transaction B Assets from LP&L to SPS, as described in Section 2.02.
1.16 "Transaction B Assets" means the Transaction B Personal Property and
Transaction B Land Rights described on Exhibit B attached hereto and incorporated herein by
reference.
Article 2.
SALE AND PURCHASE
2.01 Transaction A. Subject to and in accordance with the terms of this Agreement,
including the representations and warranties detailed in Article 6 below, SPS agrees to sell to
and LP&L agrees to purchase from SPS, the Transaction A Assets.
2.02 Transaction B. Subject to and in accordance with the tertris of this Agreement,
including the representations and warranties detailed in Article 6 below, LP&L agrees to sell to
SPS, and SPS agrees to purchase from LP&L, the Transaction B Assets.
2.03 Regulatory Approvals. The Parties understand that the sale of the Assets is
contingent upon regulatory approval of the transfer of a portion of LP&L's and SPS's respective
Certificates of Convenience and Necessity associated with the Assets, such transfer(s) requiring
prior review of the Public Utility Commission of Texas ("PUCT") and its approval (the "PUCT
Approval'). Promptly after the execution and delivery of this Agreement, SPS and LP&L will
jointly apply for the PUCT Approval, whether in one (1) or multiple CCN applications or
modifications with the PUCT. PUCT Approval authorizing this transaction shall include the final
approval of any transfer or modification to each Party's CCN(s) necessary to accomplish the
transfer of the Assets as contemplated herein; to the extent such approval involves more than one
CCN docket, the PUCT Approval for purposes of this Agreement shall occur upon the approval
obtained in the last of the CCN dockets required. If, within 90 days following the Effective Date
of this Agreement, either Party has a good faith basis to conclude that the PUCT Approval will
SPS-LP&L
Agreement for Sale and Purchase
of Utility Assets
2.04 Access Easement. In addition to the transactions contemplated by Sections 2.01
and 2.02 above, to allow LP&L continued access to certain of its property after Closing, some of
which is not the subject of this Agreement, the Parties will execute and deliver the Access
Easement at Closing.
Article 3.
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I
Except as provided in Section 8.01, the (i) SPS Purchase Price, as adjusted as provided herein,
shall be payable by SPS to LP&L in cash, certified funds, or by wire transfer or immediately
available funds on the Closing Date, and the (ii) LP&L Purchase Price, as adjusted as provided
herein, shall be payable by LP&L to SPS in cash, certified funds, or by wire transfer or
immediately available funds, on the Closing Date.
3.02 Intentionally Deleted.
3.03 Taxes and Prorations.
(a) General real property taxes for the real property that is the subject of this
Agreement for the year in which the Closing Date occurs shall be apportioned between
the Parties based upon the most recent levy and assessment. Real Property taxes that are
due and payable in the year of Closing shall be prorated as of the Closing Date, with the
selling Party to be responsible for payment of said taxes attributable to the real property
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(b) Each Party will pay all costs and expenses with regard to the Assets in its
possession and any personal property, ad valorem or any other taxes due on those Assets
up to Closing. Each Party will assume liability for and shall pay all personal property, ad
valorem and any other taxes regarding Assets in its possession that accrue after the date
of the Closing.
SPS-LP&L
Agreement for Sale and Purchase
of Utility Assets
instruments transferring the property and all other documents required to transfer title
the Assets. i
(d) LP&L will pay the basic premium for the Title Policy for the Doud
Substation Property. SPS will pay the cost of any lender's title insurance, any charge for
the deletion of pre-printed exceptions, any extended title coverage, and any endorsements
whether desired by SPS, required by its lender or otherwise.
(e) The Parties shall equally divide the escrow and/or closing fee payable to
Title Company at Closing.
(f) Except as otherwise specifically set forth in this Agreement, all other iten-M
that are customarily prorated in the State and County in which the Assets are located,
transactions similar to the transaction contemplated by this Agreement, shall be prorat
between the Parties in the customary manner.
Article 4.
TITLE AND INSPECTION
4.01 Title Evidence. LP&L shall provide, at LP&L's expense, the following title
evidence to SPS:
(a) Within TEN (10) days following the Effective Date, a commitment for an
owner's title insurance policy, issued by Title Company, to insure title to the Dou4'j
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in the Title Commitment which are recorded in the office of the clerk and recorder of th(.!o
county in which the Property is located.
(b) Within FIVE (5) days following the Effective Date, any existing survey of
the Property showing improvements and all encumbrances. SPS may, during the
Inspection Period, obtain an ALTA/ACSM survey ("Survey") of the Doud Substation
Property.
4.02 Title Policy. A standard form ALTA Owner's title insurance policy Ciitk
Policy") for the Doud Substation Property will be delivered to SPS by the Title Company
following Closing subject only to Permitted Exceptions.
4.03 Title Review. SPS shall notify LP&L of its objection or acceptance to the
condition of title shown by the Title Evidence no later than the expiration of the Inspection Period,
as defined in Section 4.05 ("Title Objection Date"). If SPS does not give notice to LP&L on or
before the Title Objection Date identifying the matters reflected in the Title Evidence that are
SPS-LP&L
Agreement for Sale and Purchase
of Utility Assets
acceptable and/or objectionable to SPS (the "Title Notice"), then SPS shall be deemed to have
accepted the Transaction B Assets. Any matters identified by Purchaser in the Title Notice as
acceptable shall be deemed "Permitted Exceptions." If the Title Notice identifies any matter in
the Title Evidence to which SPS objects, LP&L shall use reasonable effort to • said item(s)
on or before the date which is five (5) business days prior to the Closing Date. SPS shall have an
the Title Evidence as may be issued from time to time after the Title Objection Date, and the
Closing Date shall be extended if and as necessary to allow SPS time to object. Notwithstanding
any provision of this Agreement that may be interpreted to the contrary, whether or not objected
to by SPS, monetary liens shall in no event be deemed Permitted Exceptions and if LP&L does
not cause such monetary liens to be released at or prior to Closing, SPS may, at its option, deduc)
the • of any monetary lien from the SPS Purchase Price at •
4.04 Information. Each Party, without cost • the • Party, shall provide the •
Party with copies of all surveys, maps, plats, permits, licenses, and similar •r pertaining
to or affecting the LP&L Assets andJor SPS Asset (collectively, the "Information") in the
possession or control • such Party, The Information shall be delivered to the other Party on or
before five (5) days after the Effective Date. In the event • termination of this Agreement for
any reason after the Effective Date, each Party, without additional cost to the other, shall promptly
f the Information that are in such PartLYA's iiossession or under
such Party's control.
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on the Assets.
Artic
5.01 Maintenance Prior To Closing. The Parties recognize that the Closing • the
transaction contemplated by this Agreement may not occur prior to the date which LP&L
is December 11, 2023 ("Integration Date"). The Parties agree that beginning on the Integration
D 11P.. ibiliv for 6"inte-twtce
SPS-LP&L
Agreement for Sale and Purchase
of Utility Assets
with standard utility practices and shall bear all maintenance costs of the SPS Assets. In the event
the PUCT Approval described in Section 2.03 is not obtained, this transaction fails to close, anii
this Agreement is ten-ninated, SPS agrees that all maintenance of the SPS Assets shall revert to
SPS on the agreement termination date.
5.02 "AS -IS" Condition of Assets. The Assets will be conveyed and sold by each
Party, and all of them will be accepted by the other Party, in their present condition,
"WHERE IS", and WITH ALL FAULTS, and that except for the representations contained in
Article 6 and the warranties of title, if any, expressly contained in the LP&L Assignment and/or
SPS Assignment, such sale shall be without representation or warranty, express or implied, either
oral or written made b1%1 ither Part t or re resentative of either Part wit
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OF THE ASSETS, REGARDLESS OF THE THEORY UPON WHICH ANY CLAIM FOR
DAMAGES MAY BE BASED.
Article 6.
REPRESENTATION AND WARRANTIES
6.01 SPS. To SPS's current actual knowledge, SPS represents and warrants to LP&L
as of the Effective Date of this Agreement as follows:
(a) SPS is a corporation duly organized, validly existing and in good standin.0
under the laws of the State of New Mexico and has the requisite power and authority to
enter into and perform this Agreement and the documents and instruments required to be
executed and delivered by SPS pursuant hereto. This Agreement has been duly executei
and delivered by SPS and is a valid and binding obligation of SPS. The individuals signin:4
this Agreement, and the documents and instruments required to be delivered by SPS
pursuant hereto, on behalf of SPS have full power and authority to enter into this
Agreement on behalf of SPS and to bind SPS to the terms hereof.
(b) SPS is the sole fee title owner of the Transaction A Assets. 0 pon '(M
'ers entity is in pssession f any f the Transactin A Assets, nr is any per�son oooooor entilm
entitled to possession of any of the Transaction A Assets, other than SPS. There are
unrecorded leases, licenses, easements, agreements or contracts affecting the Transacti
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of Utility Assets
(c) Save and except the regulatory approvals that are necessary to close th"
transaction as described herein, there are no suits, actions or proceedings pending or,
SPS's knowledge, threatened against SPS or relating to the Transaction A Assets by
before any judicial, governmental, or regulatory authority. SPS further warrants a
represents that it is not subject to any judgment, order, or decree of any judici
governmental, or regulatory authority. I
(d) SPS is not a "foreign person", "fareign partnership", "foreign trust" OM
"foreign estate" as those terms are defined in Section 1445 of the Internal Revenue Codl
(e) SPS is not a Prohibited Person (as defined below). As used herein, a
"Prohibited Person" is (i) a person or entity that is listed in the Annex to, or is otherwise
subject to the provisions of, Executive Order No. 13224 on Terrorist Financing (effective
�&UQLN.16L� "Executive *rder' (ii) a IS�Lii or en
pu is e y tne -Treasury -7pa ice 7 oreign As
at its official website, http://www.treas.gov/offices/enforcement/o-fac, (iv) a person or
entity that is otherwise the target of any economic sanctions program currently
*pe;HC,
identified in clauses (i), (ii), (iii) and/or (iv) of this paragraph. To SPS's knowledge, none
of its investors, affiliates or brokers or other agents (if any), acting or benefiting in any
capacity in connection with this Agreement is a Prohibited Person. The funds or other
assets purchaser will transfer to seller under this Agreement are not the property of, or
Ila "I&WIA
purchaser will transfer to seller under this Agreement are not the proceeds of specified
unlawful activity as defined by 18 U.S.C. § 1956(c)(7).
SPS's representations and warranties shall survive Closing, for a period of six (6) months,
provided SPS shall have no liability with respect to any breach of a particular representation and
and to commence an action against SPS with respect to the breach in question within six (6)
months after Closing. SPS shall have no liability after the stated period with respect to SPS's
representations. Wherever herein a representation is made based upon the knowledge of, or notice
to, SPS, such knowledge or notice, is limited to the actual knowledge without duty of inquiry of,
or notice received by Kevin Brimeyer, Manager, Wholesale Accounts, provided nothing in this
Agreement will be deemed to be a representation made by Kevin Brimeyer other than in his
representative capacity, and LP&L hereby expressly releases Kevin Brimeyer from any and all
personal liability arising out of this Agreement or the representations made herein.
6.02 LP&L. To LP&L's current actual knowledge, LP&L represents and warrants to
SPS as of the Effective Date of this Agreement as follows:
8 SPS-LP&L
Agreement for Sale and Purchase
of Utility Assets
home rule municipality and political subdivision of the State of
Texas and has the requisite power and authority to enter into and perform this Agreement
and the documents and instruments required to be executed and delivered by LP&L
pursuant hereto. This Agreement has been duly executed and delivered by LP&L and is
a valid and binding obligation of LP&L. The individuals signing this Agreement, and the
LP@oL yfrrmjz:-�rvai kb� ilrn
of LP&L have full power and authority to enter into this Agreement oil behalf of LP&L
and to bind LP&L to the terms hereof.
(b) LP&L is the sole fee title owner of the Transaction B Assets. No persom
or entity is in possession of any of the Transaction B Assets, nor is any person or enti
entitled to possession of any of the Transaction B Assets, other than SPS. There are
unrecorded leases, licenses, easements, agreements or contracts affecting the Transacti
B Assets. I
(c) Save and except the regulatory approvals that are necessary to close thAN
transaction as described herein, there are no suits, actions or proceedings pending or,
LP&L's knowledge, threatened against LP&L or relating to the Transaction B Assets
or before any judicial, governmental, or regulatory authority. LP&L further warrants a
represents that it is not subject to any judgment, order, or decree of any judici
governmental, or regulatory authority. I
(d) LP&L is not a "foreign person", "foreign partnership", "foreign trust" or
"foreign estate" as those terms are defined in Section 1445 of the Internal Revenue Code.
(e) LP&L is not a Prohibited Person (as defined below). As used herein,
"Prohibited Person" is (i) a person or entity that is listed in the Annex to, or is otherwi
subject to the provisions of, Executive Order No. 13224 on Terrorist Financing (effecti
September 24, 2001) (the "Executive Order"), (ii) a person or entity owned or controll
by, or acting for or on behalf of any person or entity that is listed in the Annex to, or
otherwise subject to the provisions of, the Executive Order, (iii) a person or entity that
named as a "specially designated national" or "blocked person" on the most current li
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identified in clauses (i), (ii), (iii) and/or (iv) of this paragraph. To LP&L's knowledg
none of its investors, affiliates or brokers or other agents (if any), acting or benefiting
any capacity in connection with this Agreement is a Prohibited Person. The funds or oth
assets purchaser will transfer to seller under this Agreement are not the property of,
—,-
purchaser will transfer to seller under this Agreement are not the proceeds of specifi
unlawful activity as fied b18 USC§ 1956I1.
SPS-LP&L
Agreement for Sale and Purchase
of Utility Assets
LP&L's representations and warranties shall survive Closing, for a period of six (6) months,
provided LP&L shall have no liability with respect to any breach of a particular representation
and warranty if SPS shalt fail to give written notice to LP&L within a reasonable time after
six (6) months after Closing. LP&L shall have no liability after the stated period with respect to
LP&L's representations. Wherever herein a representation is made based upon the knowledge
of, or notice to, LP&L, such knowledge or notice, is limited to the actual knowledge without duty
of inquiry of, or notice received by Joel Ivy, LP&L's Chief Administrative Officer, provided
nothing in this Agreement will be deemed to be a representation made by Joel Ivy other than in
his representative capacity, and SPS hereby expressly releases Joel Ivy from any and all personal
liability arising out of this Agreement or the representations made herein.
IMMM
7.01 Time and Place of Closing. The closing of the transaction contemplated by this
Agreement (the "Closing") shall take place on a date (the "Closing Date") and at a time and place
that is mutually acceptable to the Parties, and shall occur no earlier than the completion of the
following: (i) five (5) days following the end of the Inspection Period, and (ii) twenty-one (21)
days after the date the PUCT Approval becomes final and non -appealable. The Closing shall be
held at the offices of the Title Company, except that the Parties may deposit with Title Company
their respective closing deliveries, as described below, on or before the Closing Date with
appropriate instructions for recording and disbursement consistent with this Agreement.
cat HIM416"i
INT"MY-Al =M=F ULtdCn01_WF KIIS UF J-rWU, Mr, I I MIRMLITI I ei I ILI I M
Rights, free and clear of all liens, encumbrances and other exceptions, except for the
Permitted Exceptions;
(c) The Access Easement, in the forrn attached as Exhibit G;
(d) Any corporate resolutions authorizing the consummation of this
transaction;
(e) The Purchase Price;
other documents reasonably necessary to the consummation of t1i
transaction contemplated by this Agreement; and
10 SPS-LP&L
Agreement for Sale and Purchase
of Utility Assets
M
(g) The Itidenture Release (defined below).
(a) A duly executed and acknowledged LP&L Assignment, substantially in &k
form of Exhibit E attached to this Agreement, conveying to SPS the Transaction B Lan?
Rights, free and clear of all liens, encumbrances and other exceptions, except for th(f�
Permitted Exceptions.
(b) A properly executed LP&L Bill of Sale, substantially in the form of Exhi
F attached to this Agreement, transferring the Transaction A Personal Property; I
(d) The purchase price for the Assets, which may be paid by check or by wire
transfer of immediate available funds to an account designated by each Party;
(e) Certified copies of resolutions authorizing the consummation of the
transaction;
(f) LP&L shall cause Title Company to obtain and deliver to SPS, at Seller's
expense, a current certificate of taxes due on the Doud Substation Property.
(g) Any other documents reasonably necessary to the consummation of the
transaction contemplated by this Agreement.
7.04 Closing Costs. Each Party shall be responsible for its own costs and expenses,
including attorneys' fees, in connection with the negotiation, preparation, and execution of this
0" 111 ovyest. Vuver# M # t # orii*m--cm-if6es-witl-r-j-e,,-,vet-,tiolhe-BiH-c&
Article 8.
U&SICY"41M,
8.01 Casualty Loss. Notwithstanding LP&L's obligation to maintain the SPS Assets
0 e ere is a casua oss prior o e osin
Party the incremental increased cost above the relevant Transaction A or Transaction B Purchase
Price, as set forth in Section 3.01, for such repair or replacement, which total incremental
increased cost shall not exceed $ 100,000.00.
11 SPS-LP&L
Agreement for Sale and Purchase
of Utility Assets
8.02 Remedies. If a Party defaults in the performance of such Party's obligations under
the defaulting Party of the default, the non -defaulting Party may elect to:
EMM
(b) whether or not the non -defaulting Party elects to terminate this Agreemel
pursue an action for damages proximately caused by the other Party's breach or defaul
or I
(c) seek specific performance of this Agreement, together with incident
dmaes that woulnt have n incurrebd y the non-defaulting Party had the efa
not occurred. I
agd obeed
8.03 Survival. All covenants, warranties and representations set forth in this Agreemem
shall survive Closing.
8.04 Notices. Any notice or other communication required or permitted to be given
under this Agreement shall be in writing and shall be deemed given (a) on personal delivery,
(b) on the first business day after receipted delivery to a courier service that guarantees
next -business -day delivery, under circumstances such that the guarantee is applicable, (c) four
business hours after transmission by an industry -standard fax machine, provided receipt of the
transmission is confirmed by telephone, or (d) four business hours after a ".pdf " (portable
in any case to the intended recipient of such notice in accordance with the following:
If to SPS: Southwestern Public Service Company
790 S. Buchanan St.
Amarillo, TX 79 101
Attention: Adrian Rodriguez
Telephone: (806) 378-2824
Fax: (806) 378-2995
E-mail: adrian.jrodrjgigeLtxcetepei
�UI y_-com
If to LPL: Lubbock Power & Light
Joel Ivy
Chief Administrative Officer
1301 Broadway Street
Lubbock, TX 79401
Telephone: (806) 775-2704
Fax: (806) 775-3112
E-mail: jLiyym �Iubb�ock.tjs
12 SPS-LP&L
Agreement for Sale and Purchase
of Utility Assets
If to Title Company: Stewart Title
78 10 Hillside Rd
Suite 200
Amarillo, TX 79119
Attention: Amber Ilonea
Either Party may change such Party's address for notices or copies of notices by notice to thik
other Party in accordance with this paragraph.
8.05 Governing Law. This Agreement shall be construed and enforced in accordance
with the substantive, internal laws of the State of Texas, without regard to its conflicts of laws
rules. The obligations of the Parties under this Agreement are all to be performed in Lubbock,
Texas.
8.06 Expenses of Enforcement. In any proceeding to enforce or contest any provision
of this Agreement, or to obtain a declaration of the rights or responsibilities of any Party, each
Party shall be responsible for its own costs and expenses, including attorneys' fees, incurred by
such Party in connection with such proceeding.
8.07 Prior Agreements Superseded; No Oral Modification. This Agreement
constitutes the final and complete expression of the Parties' agreement concerning the Purchase
and Sale of the Assets, and supersedes any prior negotiations, agreements or understandings,
whether oral or written. This Agreement may not be modified, discharged or changed in any
respect, except by a further written agreement signed by both Parties. To the extent that any terms
ulation an&
Agreement of Partial Settlement filed in FERC Docket Nos. ER19-675-000 and EL19-83-000,
the parties shall negotiate in good faith to resolve such conflict; provided that if such conflict is
not resolved by the Parties within ninety (90) days of the relevant approval order, either Party
may terminate this Agreement.
8.08 Waivers. No waiver of any of the provisions of this Agreement shall be deemed
or shall constitute a waiver of any other provision hereof.
8.09 Severability. The invalidity or unenforceability of any provision of this
except as provided in Section 8.07.
8.10 Time. Time is of the essence with respect to all actions to be taken by either Party
under this Agreement. In the event the last day permitted for the performance of any act required
performance will be extended to the next succeeding business day. Each time period under this
Agreement will exclude the first day and include the last day of such time period.
13 SPS-LP&L
Agreement for Sale and Purchase
of Utility Assets
8.11. Waiver of Trial by Jury. Each party expressly and irrevocably waives any right
to trial by jury in any action or proceeding arising out of this Agreement.
8.12 Counterparts. Each Party agrees to be bound by such Party's signature on a
counterpart image of this Agreement, transmitted by facsimile or electronic mail, to the same
extent as though such counterpart, manually signed by such Party, had been physically delivered
to the intended recipient of the facsimile or electronic mail transmission, and agrees to accept the
signature of any other Party hereto, transmitted by facsimile or electronic mail, as equivalent to a
manually signed original signature. However, each Party also agrees to provide such manually
signed counterparts of this Agreement as may reasonably be requested by any other Party.
8.13 Assignment; Successors and Assigns Co Neither Party may assign such
Party's rights or delegate such Party's duties under this Agreement without the prior consent of
the other Party. Subject to the foregoing provisions of this section, this Agreement shall bind and
benefit the Parties and their respective successors and permitted assigns.
8.14 Indenture Release. As of the date of this Agreement, the SPS Assets are subject
to the SPS's Indenture to U.S. Bank National Association dated as of August 1, 2011 and recorded
on August 3, 2011 in the Office of the Clerk and Recorder for Lubbock County, Texas at
Reception No. 2011026116 and any supplements thereto ("Indenture"). SPS shall promptly
apply for a release of the SPS Assets from SPS's Indenture ("Indenture Release") following the
Effective Date. The Parties agree that SPS's obligation to close the transaction described in this
�g
Date shall automatically extend for a reasonable period of time, not to exceed ninety (90) days,
to facilitate SPS's obtaining the Indenture Release.
14 SPS-LP&L
Agreement for Sale and Purchase
ol'Utility Assets
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first
shown above, effective as of the date of the last of the Parties have executed this Agreement (the
"Effective Date").
M
M a" uy I will
15 SPS-LP&L
Agreement for Sale and Purchase
of Utility Assets
The City of Lubbock, Texas a home rule municipal
corporation organized under the laws of the State
of Texas, acting by and through Lubbock Power &
Light
I F,
NUL�Affl MWIf WIF10"
1�,�rdi'c chu E ectric ility Board *ecretary
FAT, J, TIRTIly a -IMMY93 Fa rol a R a M
Joe vy, Chief inistr a Officer -LP&L
16 SPS-LP&L
Agreement for Sale and Purchase
of Utility Assets
1 *114 49 11 ;
(Transaction A Assets)
.7► r M
4. The entire approximately two-mile 115 -kV Transmission Line V-46 that begins at
approximately Latitude, Longitude point 33.527410', -101.879325' and terminates at
approximately Latitude, Longitude point 33.5553060, -101.8790270 and is located in Lubbock
County, Texas. According to Seller's records, the Assets include 30 steel poles, 30 concrete
foundations, 121 crossarms, approximately 43,872 feet of phase and static conductors and
associated insulators and hardware.
5. The approximately two-mile portion of I I 5-kV double -circuit Transmission Lines
V-45 and T-83 that begins at approximately Latitude, Longitude point 33.527306', -101.879324'
and terminates at approximately Latitude, Longitude point 33.4994940, -101.879003' and is
located in Lubbock County, Texas. According to Seller's records, the Assets include 14 steel
poles, 14 concrete foundations, 112 crossarms, approximately 75,436 feet of phase and static
conductors and associated insulators and hardware.
17 SPS-LP&L
Agreement for Sale and Purchase
of Utility Assets
No Text
SPS Transmission Line Y-64 (as related to items 2. and 3. above)
I. SPS-LP&L
Agreement for Sale and Purchase
of Utility Assets
r US Double -Circuit Transmission Lines T-83 and V-45 (as related to item 5. above)
20 SPS-LP&L
Agreement for Sale and Purchase
of Utility Assets
SPS Transmission Substation Equipment Located Inside LP&L's Indiana Substation (as related
to item 6. above)
21 SPS-LP&L
Agreement for Sale and Purchase
of Utility Assets
t ,..*.t -
Filename
Type of
Grantor
Grantee
fate
Date of Recording
-
Volume
Page
County
Grant
[---7
Lubbock
Southwestern
Deed
Land
Public
Without
Company,
Service
5986 157.00.j2df
Warranty
Two Ltd.
Co an
8141998
91lo/ 1998
5986
157
Lubbock
D ADDITION to th: City of Lubbock. Lubbock
! Dee*thereof * ei inVolume 4933.
Pare
f ,,
aMiNding to dr.- Map, Plat amYor Dedication DeW thcswf recorded in Volume 5261. paV
of the Real
&Z 2'. TRACT A-4. SUMMERFIELD AMMON to the City of Lubttm-k. Lubbock County. Texas.
Property Records of LabbtvL- County. Texas.
TRACTS
SUMMERFIELD ADDITION
accwdlng tothe Map.# t DedicationDeed thcreofrecorded in .
volume
. page 72 cif the
Rcul Property Records#
and D ADDIT10N to the City of Lubbock,Lubbock
Rtril PrWvrW Records of Lubbock Texas. acctwft to the Map. Plat mWor Dedication Deed thereof recorded in Italum 5976. Pace 64 of the
22 SPS-LP&L
Agreement for Sale and Purchase
of Utility Assets
Easement
Type of
Grantor
Grantee
Date of
Date of
Volume
Page
County
Filename
Easement
Easement
Recording
1201285.00pdf
Easement and
Mary T. George
Southwestern
3 P20i 1969
578111969—
1201
285
Lubbock
Right Of Way
Public Service
Company
1201287.00.pdf
Easement and
Jerome George
Southwestern
311201969
5/8.1969
1201
287
Lubbock
Right Of Way
and Wife
Public Service
Corrine George
Company
1201289.00.pdf
Easement and
A. D. McKee
Southwestern
317/1969
51"K 1969
1201
289
Lubbock
Right Of Way
and wife, Natalie
Public Service
McKee and
Company
Equitable
Savings
Association
1201-365.00.pdf
Easement and
Hugo Reed
Southwestern
2i 19,11969
5/811969
1201
365
Lubbock
Right Of Way
Public Service
(aerial easement
Company
only)
1201369.00.pdf
Easement and
HC. Lewis
Southwestern
2" 7/1969
5/8-1969
1201
369
Lubbock
Right Of Way
Public Service
Company
1203 25&00.pdf
Easement and
Mary Ellis Key
Southwestern
4124,1969
5;2811969
120'
258
Lubbock
Right Of Way
Public Service
Company
23 SPS-LP&L
Agreement for Sale and Purchase
of Utility Assets
Easement
Type of
Grantor
Grantee Date of
Date of
Volume
— - — — --------
Page County
Filename
Easement
Easement
Recording
New -Lubbock-
Judgement Of
L. T. Foster and
Southwestern 5f2611969
5/26,1969
1205
388 Lubbock
120538&pdf
Court In
Wife, Laura
Public Service
Absence of
Leona Foster,
Company
Objection
And Connecticut
Mutual Life
Insurance
Company
V45—LubbockCou
Judgement
Robert A. Gentry
Southwestern 12/21 1979
12.1- 21179
1672
845 Lubbock
nty_ I 672_845.pdf
and Wife,
Public Service
Johnnie Sue
Company
Gentry, and
Bruce E. Gentry,
SR.
497657.00.pdf
Easement and
Elmer V. East
Southwestern 4,71953
5,7i1953
497
657 Lubbock
Right Of Way
and The
Public Service
Lubbock
Company
National Bank,
Trustee
497689.pdf
Easement and
Rose Manning
Southwestern 4/151-1953
5 7f195' )
497
689 Lubbock
Right Of Way
Public Service
Company
497 691.00.pdf
Easement and
Luella McCoy,
Southwestern 4/91953
517,1953
497
691 Lubbock
Right Of Way
Administrator of
Public Sen,'Ice
the P. C. McCoy
Company
Estate
24 SS -LPL
Agreement for Sale and Purchase
of Utility Assets
Easement
Type of
Grantor Grantee Date of
Date of
Volume
Page County
Filename
Easement
Easement
Recording
498-5M.pdf
Easement and
Irene Southwestern 4� 1411953
5/711953 )
498
5 Lubbock
Right Of Way
Northington Public Service
Company
49813.00.pdf
Easement and
Charles R. Bacon Southwestern 51*1953
5.14,11953
498
13 Lubbock
Right Of Way
Public Service
Company
504581.00.pdf
Easement and
R. C. Burleson Southwestern 5/201,1953
T 11,11953
504
581 Lubbock
Right Of Way
Public Service
Company
504583.pdf
Easement and
H. L. Weems Southwestern 6t6111953
6/611953
504
583 Lubbock
Right Of Way
Public Service
Company
610687.00.pdf
Easement and
Fort Worth Southwestern 3/121.1956
3116/1956
610
687 Lubbock
Right Of Way
National Bank, Public Service
Representing Company
Docia Brown,
Deceased
615 421.00.pdf
Easement and
WW. Conley Southwestern 31301"1956
4125=1956
615
421 Lubbock
Right Of Way
Public Service
Company
615425.00.pdf
Easement and
Joe S. McIlhaney Southwestern 31'20/1956
4.125/1956
615
425 Lubbock
Right Of Way
Public Service
Company
25 SPS-LP&L
Agreement for Sale and Purchase
of Utility Assets
Easement Type of
Grantor Grantee
Date of
Date of
Volume
Page
County
Filename Easement
Easement
Recording
615 441 .Kpdf Easement and
Baxter Honey Southwestern
4/21956
4/25(1956
6155
441
Lubbock
Right Of Way
Public Service
Company
681625.00.pdf Easement and
Jack M. West Southwestern
111 11958
11') 011195 8
681
625
Lubbock
Right Of Way
and Milton E. Public Service
West Company
686 207.00.pdf Easement and
Elmer V. East Southwestern
113111958
3r 12 119559
686
207
Lubbock
Right Of Way
and The Public Service
Lubbock Company
National Bank,
Trustee
1290-10.40.pdf Easement and
Leroy Elmore, Southwestern
12120/ 1971
121,3011971
1290
10
Lubbock
Right Of Way
Pat T. Merriman, Public Service
Jack Kastman, Company
and J. D. Badley
13447 1.00.pdf Underground
Western Southwestern
5 7 / 19 73
-
5,8'1973
'
1344
71
Lubbock
Utility
Associates, Inc. Public Service
Easement
Company
1344ffi995.00.pdf Underground
Western Southwestern
5/7/1973
5i 15/1973
1344
995
Lubbock
Utility
Associates, Inc. Public Service
Easement
Company
1608174.00.pdf Underground
Beamett Bros Southwestern
10i2,1978
10/611978
1608
174
Lubbock
Utility
Brokerage Co. Public Service
Easement
Inc. Company
26 SPS-LP&L
Agreement for Sale and Purchase
of Utility Assets
Easement
`Type of
3
Grantor
Grantee
Date of
Date of
Volume
Page
County
Filename
Easement
Easement
Recording
1873_406.Kpdf
Easement and
Mex Tex Realty
Southwestern
12112811983
12/28/1983
1873
406
Lubbock
Right Of Way
Public Service
Company
1873408.00.pdf
Easement and
Paul Rochester
Southwestern
12'281983
11-281983
1873
408
Lubbock
Right Of Way
Investment Co.
Public Service
Company
2448248.00.pdf
Easement and
H. A. Sessions
Southwestern
2/25/1987
2/25111987
2448
248
Lubbock
Right Of Way
Public Service
Company
2935_179.00€ pdf
Easement and
H. A. Sessions
Southwestern
10,1911988
10119111988
2935
179
Lubbock
Right Of Way
Public Service
Company
3686 322.pdf
Utility
Bluebonnet
Southwestern
81' 16/ 1991
3686
322
Lubbock
Easement
Savings Bank
Public Service
E.S.B.
Company
3686323.pdf
Rider To
Bluebonnet
Southwestern
8/16/ 1991
14
3686
323
Lubbock
Easement
Savings Bank
Public Service
F.S.B.
Company
3686326.pdf
Utility
Escondido Oil,
Southwestern
811311"1991
9/ 17/1991
3686
326
Lubbock
Easement
Inc.
Public Service
Company
3686330.pdf
Utility
Wal-Mart Stores
Southwestern
7/2411991
9/ 17'1991
3686
330
Lubbock
Easement
Inc.
Public Service
Company
27 SPS-LPGL
Agreement for Sale and Purchase
of Utility Assets
Easement
Type of
Grantor
Grantee
Date of
Date of
Volume
Page
County
Filename
Easement
Easement
Recording
New -Lubbock-
Easement and
S. J. Paschall and
Southwestern
4/141953
4i-14/1953
408
3
Lubbock
408 4.pdf
Right Of Way
Mrs. S. J.
Public Service
Paschall
Company
New -Lubbock-
Easement and
A. W. Jackson
Southwestern
4.1 10/ 195 3
517111953
498
7
Lubbock
498-7.pdf
Right Of Way
Public Service
Company
New -Lubbock-
Easement and
G. W. Bunyard,
Southwestern
4/17.1953
57"1953
498
11
Lubbock
498 11 .pdf
Right Of Way
Olive Lee
Public Service
Bunyard, Rex E.
Company
Lee, and Mary E.
Lee
New -Lubbock-
Easement and
Numerous - see
Southwestern
4i-31" 1953
517"1953
498
77
Lubbock
498-77.pdf
Right Of Way
easement
Public Service
Company
New -Lubbock-
Easement and
T. DeWitt
Southwestern
4/2411956
4/24'1956
615
433
Lubbock
615433.pdf
Right Of Way
Public Service
Company
394-5XKpdf
Easement and
Carrie B.
Southwestern
1.12811950
21111"1950
394
570
Lubbock
Right Of Way
Williams
Public Service
Company
394 571.00.pdf
Easement and
Mrs. Millie Putty
Southwestern
116! 1950
21" 1/ 1950
394
571
Lubbock
Right Of Way
Public Service
Company
28 SPS-LP&L
Agreement for Sale and Purchase
of Utility Assets
Easement
Type of
Grantor
Grantee
Date of
Date of
Volume
Page
County
Filename
Easement
Easement
Recording
40725.00.pdf
Easement and
J. A. Nunley and
Southwestern
11 281949
2t 1/1950
407
25
Lubbock
Right Of Way
wife, Mary E.
Public Service
Nunley
Company
-Lubbock
497657.00.pdf
Easement and
Elmer V. East
Southwestern
4,"71111953
5T 195' )
497
_637
Right Of Way
and The
Public Service
Lubbock
Company
National Bank,
Trustee
--I
666_45.00,pdf
Right of Way
Furr's Realty
Southwestern
4/30/1957
131195 7
666
45
Lubbock
Easement
Company
Public Service
Company and
the
Southwestern
Bell Company
678315.00.pdf
Easement And
Aulyne King
Southwestern
12.121/1957
12130,'1957
678
315
Lubbock
Right Of Way
Breedlove
Public Service
Company
686_207.00.pdf
-Usement And
Elmer V. East
Southwestern
11' 3 1 119 5 8
31" 1211-195 9
686
207
Lubbock
Right Of Way
and The
Public Service
Lubbock
Company
National Bank,
Trustee
29 SPS-LP&L
Agreement for Sale and Purchase
of Utility Assets
Easement
Filename
Type of Grantor
Easement
Grantee
Date of
Easement
Date of Volume
Recording
Page
County
3796 319.00.pdf
Utility The Urban
Southwestern
Z 18,1992
�'2 5, 19 9�2 3796
319
Lubbock
Easement Renewal Agency
Public Service
Of The City Of
Company
Lubbock,
Lubbock County,
Texas
30 SPS-LP&L
Agreement for Sale and Purchase
of Utility Assets
Transaction B Personal Pro vertv:
Substation Equipment at Doud Substation Located at 4201 Frankford Avenue, City of
Lubbock, Lubbock County, Texas:
- Transformer: Westinghouse 115,000,-- 24,940Y/ 14,400; Mfr: 1975
- Breakers: 3 X Westinghouse Oil Circuit Breakers; 23kv / 1,200 A; Mfr: 1964
- Recloser: Viper
- Circuit Switcher
- Control House: One battery bank, relays, RTU
Distribution Facilities Located at 4201 Frankford Avenue, City of Lubbock, Lubbock
County, Texas:
- 2-300 KVA 3-PH PDMT XFMR
- 1-150KVA3-PHPDT XFMR
- 1-250KVAI-PH PDMTXFMR
- 1-167KVAI-PHPDMTXFMR
- I -primary enclosure w/ 3-4 way junction blocks
- 27-200A connecting elbows
- 21-600A t-body connecting elbows
- Approx. 6,500' of 1/0 25kV Al w/conc. neut, cable
- Approx. 2,800'of 1000MCM25kVAlw/conc. neut. cable
- 1-3-PH 25kV riser — Including potheads, brackets, arrestors, fused disconnects and riser
conduit
- 1-2-PH 25kV riser — Including potheads, brackets, arrestors, fused disconnects and riser
conduit
Transmission Facilities Located at 9111 Private Road 2450, Outside the City of Lubbock,
Lubbock County, Texas:
- One (1) steel transmission pole and its concrete foundation located near the southeast
comer of SPS's Lubbock South Interchange at approximately Latitude, Longitude point
33.511013', -101.824875'.
M
Doud Substation located at 4201 Frankford Avenue, City of Lubbock, Lubbock County, Texas,
more fully described as follows:
r*jWr.X*V#Irtj MVt UT'M&L i M j"I M &!LA
(SPS Assignment)
i MW11 YJ iv yJ ill ILW in L
STATE OF TEXAS
This ASSIGNMENT OF LAND RIGHTS (this "Assignment") dated as of
----------------------- - 20_ (the "Effective Date") is made and entered into by and between
Southwestern Public Service Company, a New Mexico corporation ("Seller"), whose address is
790 S. Buchanan, Amarillo, Texas 79118, and the City of Lubbock, a home rule municipality and
fuYl
Texas 79401. Seller and Buyer are referred to herein collectively as the "Parties" and individually
each as a "Party". Capitalized terms used herein but not otherwise defined shall have the meanings
ascribed in the Purchase Agreement (defined below).
WHEREAS, the Parties have entered into that certain Agreement for Sale and Purchase of
Utility Assets, dated December 11, 2023 (the "Purchase Agreement").
WHEREAS, this Assignment is being delivered pursuant to the terrns and conditions of the
Purchase Agreement.
NOW THEREFORE, for TEN and 00/100 DOLLARS ($10.00) and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged:
I . Seller hereby sells, assigns, conveys, transfers and delivers to Buyer all of Seller's
right, title and interest in and to the real property located in Lubbock County, Texas more fully
described on Schedule I attached hereto and incorporated herein by this reference, and all
and all rights, titles, powers, privileges, easements, licenses, rights -of -way, and interests
appurtenant to the real property and any improvements on the real property, and (b) any and all
rights, titles, powers, privileges, easements, licenses, rights -of -way, and interests of Seller, either
at law or in equity, in possession or in expectancy, in and to any real estate lying in the streets,
highways, roads, alleys, rights -of -way, or sidewalks, open or proposed, in front of, above, over,
under, through, or adjoining the real property, and in and to any strips or gores of real estate
adjoining the real property (collectively, the "SPS Property"). TO HAVE AND TO HOLD the SPS
Property, together with all singular the rights and appurtenances to it in any way belonging, to
Buyer, its successors and assigns forever..
2. Seller hereby sells, assigns, conveys, transfers and delivers to Buyer all of Seller's
right, title and interest in and to the easements and rights -of -way described on the Schedule 2
attached hereto and incorporated herein by this reference (the "SPS Assets"). TO HAVE AND TO
HOLD the same unto Buyer, its successors and assigns, from and after the Effective Date, subject
to the terms, covenants, conditions and provisions contained in the Purchase Agreement. Buyer
hereby accepts such assignment and agrees to perform, observe, assume and discharge its
covenants, obligations and liabilities under the SPS Assets arising forrii and after the Effective
Date.
4. This Assignment is binding upon, inures to the benefit of, and is enforceable by the
Parties and their respective successors and assigns.
5. This Assignment shall be governed by and construed in accordance with the laws
of the State of Texas as to all matters., includin ited to matters of val 61 constructio
Meet, perioritianct ant Folucti-los, 677-3-M.Yu -pumu-i-PI uh Lit
would cause the law of any other jurisdiction to apply.
6. This Assignment may be executed in two or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the same instrument.
7. If any provision of this Assignment be determined to be void, invalid,
unenforceable or illegal for whatever reason, such provision(s) shall be null and void; provided,
however, that the remaining provisions of this Assignment shall be unaffected thereby and shall
continue to be valid and enforceable.
8. This Assignment is made by Seller pursuant to the terms and conditions of the
Purchase Agreement. Unless provided otherwise in the Purchase Agreement, this Assignment is
(a) without recourse against Assignor of any kind or nature whatsoever, and (b) without any
warranty, covenants or representations of any kind or nature express, implied or statutory, by
Assignor, except as may be expressly set forth in the Purchase Agreement. If there is any conflic!
between the terms of this Assignment and the Purchase Agreement, the terms of the Purchase
Agreement shall control.
IRIMEZMIM��
IN WITNESS WHEREOF, this Assignment has been duly executed as of the dates of the
acknowledgements below, effective as of the Effective Date,
Seller:
By:
STATE OF
COUNTY OF
This instrument was acknowledged before me this day of , 20_, by
., as of Southwestern Public Service Company,
a New Mexico corporation.
=I
a
W=
The City of Lubbock, Texas a home rule municipal
r 'r r 13MM71,
Texas, acting by and through Lubbock Power &
Light
Rval-I&W
Eddie Schulz, Electric Utility Board Secretary
F.0% IIRMK�Wqw
mama=
STATE OF
COUNTY OF
Carolyn Shellman, Interim General Counsel
This instrument was acknowledged before me this _
. as of
MEMMM
When recorded return to:
City of Lubbock
ATTN: City Manager
1314 Avenue K
Lubbock, Texas 79401
day of , 20_, by
(SPS Property)
grzAggla
Filename
Type of
Grantor
Grantee
Date
Date of Recording Volume
Page
County
Grant
Lubbock
Southwestern
Deed
Land
Public
Without
Company,
Service
5986 157.00.pdf
Wa1�Tan
Two Ltd.
Company
8/ 14/ 1998
9 101 '1998 5986
157
Lubbock
TRACT 1: TUCTS A-1. A-2 and A-3, SUMMEMELD ADDITION to th: City of Lubbock. Lubbock
Cownty. Texas. according to the Map. Plat andlor Dedication Deed thereof rewded in volumt: 4933. Pap
91 Of the Real PrOPWY Rccords of Ubbock Counry. Tcxas.
TRAa 21 TRACT A-4. SUMMERFIELD ADDITION to the City of Lubtmck. Lubbock County, Te
=cardiag to tbi Map, Plat and/or DWication De0d thmof r=orded in Volume 5261, P.-ip 156 of the Rc - -
Ita
Property Records of Lubbwk County. Texas. It I
T_RAS;3: I TRACTS A-5 and A-6. SUMMERFIELD ADDITION to the City at Lubbock. Lubbock County.
according to the Map. Pla andfor Dedication DeW thrreof recorded in VCAUM 5464. Page 72 cTf the
Rtril PnVgrty Rccordsof Lubbock County. Texas.
TRACT 1: TRACTS A-7 and A4. SUMNQUIELD ADDITION to the City of Lubbock. Lubbock CowuY.-
Texas. amwding to the Map. Phit antIlor Dedication Deed thereof recorded in 1161um 5876, Pate 64 *of th
Rril PtolwM Records of Lubbock CO2my. Texw.
Schedule 2 to Assigranent of Land Righ
(SPS Assets) i
Easement
Type of
Grantor
Grantee
Date of
Date of
Volume
Page
County
Filename
Easement
Easement
Recording
1201_285.00.pdf
Easement and
Mary T. George
Southwestern
3120,11969
5/8/ 1969
1201
285
Lubbock
Right Of Way
Public Service
Company
1201_287.00.pdf
Easement and
Jerome George
Southwestern
3/20'1969
5/81969
1201
'287
-
Lubbock
Right Of Way
and Wife
Public Service
Morrine George
Company
1201_289.00pdf
Easement and
A. D. McKee
Southwestern
3i7. 1969
5/8/1969
1201
289
Lubbock
Right Of Way
and wife, Natalie
Public Service
McKee and
Company
Equitable
Savings
Association
1201_365.00.pdf
Easement and
Hugo Reed
Southwestern
211911969
5/81 1969
1201
365
Lubbock
Right Of Way
Public Service
(aerial easement
Company
only)
1201 369.00.pdf
Easement and
HC. Lewis
Southwestern
2"27/1969
51'8/1969
1201
369
Lubbock
Right Of Way
Public Service
Company
1203_258.00.pdf
Easement and
Man, Ellis Key
Southwestern
4i`24/1969
5i28,"1969
1203
258
Lubbock
Right Of Way
Public Service
Company
I
I
I
Easement
Type of
Grantor
Grantee
Date of
bite of
Volume
Page
County
Filename
Easement
Easement
Recording
New -Lubbock-
Judgement Of
L. T. Foster and
Southwestern
5 /22 6/1969
5/2611969
1205
388
Lubbock
1205_388.pdf
Court In
Wife, Laura
Public Service
Absence of
Leona Foster,
Company
Objection
And Connecticut
Mutual Life
Insurance
Company
V45—LubbockCou
Judgement
Robert A. Gentry
Southwestern
12/211979
12-121/1979
16 721
845
Lubbock
nty_1672_845.pdf
and Wife,
Public Service
Johnnie Sue
Company
Gentry, and
Bruce E. Gentry,
SR.
497_657.00.pdf
Easement and
Elmer V. East
Southwestern
417 1953
5"T"1953)
497
657
Lubbock
Right Of Way
and The
Public Service
Lubbock
Company
National Bank,
Trustee
497_689.pdf
Easement and
Rose Manning
Southwestern
4151953
5.7`1953
497
689
Lubbock
Right Of Way
Public Service
Company
497_691 .00.pdf
Easement and
Luella McCoy,
Southwestern
4,19/1953
5/7i 1953
497
691
Lubbock
Right Of Way
Administrator of
Public Service
the P. C. McCoy
Company
Estate
498_5.00.pdf
Easement and
Irene
Southwestern
41114/19 5 3
517/1953
498
5
Lubbock
Right Of Way
Northington
Public Service
Company
Easement Typeof
Grantor Grantee
Date of
Date of
Volume
Page County
Filename Easement
Easement
Recording
498-13.Kpdf Easement and
Charles R, Bacon Southwestern
514/1953
5/4"1953
498
13 Lubbock
Right Of Way
Public Service
Company
504 581.00.pdf Easement and
R. C. Burleson Southwestern
51,20/1953
T I it 1953
504
581 Lubbock
Right Of Way
Public Service
Company
504583�pdf Easement and
H.L. Weems Southwestern
&& 1953
6,16/1953
504
583 Lubbock
Right Of Way
Public Service
Company
610 687.00,pdf Easement and
Fort Worth Southwestern
31121,1956
11611956
610
687 Lubbock
Right Of Way
National Bank, Public Service
Representing Company
Docia Brown,
Deceased
I
611542 I.Kpdf Easement and
W. W. Conley Southwestern
3a.30/1956
4/251,1956
615
421 Lubbock
Right Of Way
Public Service
Company
615425.00.pdf Easement and
Joe S. Mcllhaney Southwestern
3i20/1956
4,,25/ 1956
615
425 Lubbock
Right Of Way
Public Service
Company
615_441.00.pdf Easement and
Baxter Honey Southwestern
4,21956
4,125/1956
615
441 Lubbock
Right Of Way
Public Service
Company
681_625.Kpdf Easement and
Jack M. West Southwestern
lil 11958
11'301,1958
681
625 Lubbock
Right Of Way
and Milton E. Public Service
IWest
Company
Easement
Type cif
Grantor
Grantee
Date of
Date of
Volume
Page
County
Filename
Easement
Easement
Recording
686 207.00.pdf
Easement and
Elmer V. East
Southwestern
1/3 1/1958
3; 12/ 1959
686
207
Lubbock
Right Of Way
and The
Public Service
Lubbock
Company
National Bank,
Trustee
1290 10.00.pdf
Easement and
Leroy Elmore,
Southwestern
12/201,1971
12130F 1971
1290
10
Lubbock
Right Of Way
Pat T. Merriman,
Public Service
Jack Kastman,
Company
and J. D. Badley
1344 71.00.pdf
Underground
Western
Southwestern
51,71973
5811973
1344
71
Lubbock
Utility
Associates, Inc.
Public Service
Easement
Company
1344 995.00.pdf
Underground
Western
Southwestern
5-71z'1973
5.1115/1973
1344
995
Lubbock
Utility
Associates, Inc.
Public Service
Easement
Company
1608_ 174.00.pdf
Underground
Bearnett Bros
Southwestern
l&.11978
l0i,61978
1608
174
Lubbock
Utility
Brokerage Co.
Public Service
Easement
Inc.
Company
1873
Easement and
Mex Tex Realty
Southwestern
121 28i 1983
1212811983
1873
--
��06
Lubbock
_406.00.pdf
Right Of Way
Public Service
Company
1873_408.00.pdf
Easement and
Paul Rochester
Southwestern
12 28; 1983
12/281' 1983
1873
408
Lubbock
Right Of Way
Investment Co.
Public Service
Company
2448_248.00.pdf
Easement and
H. A. Sessions
Southwestern
212511987
2/25f1987
2448
248
Lubbock
Right Of Way
Public Service
Company
Easement Type of
3
Grantor
Grantee
Date of
Date of
Volume
Page County
Filename Easement
Easement
Recording
293 5_ 1 79.00.pdf Easement and
H. A. Sessions
Southwestern
1011,19/1988
10/191988
2935
179 Lubbock
Right Of Way
Public Service
Company
3686321liff Utility
Bluebonnet
Southwestern
8'161991
3686
322 Lubbock
Easement
Savings Bank
Public Service
F.S.B.
Company
3686323.pdf Rider To
Bluebonnet
Southwestern
8/16/ 1991
3686
323 Lubbock
Easement
Savings Bank
Public Service
P.S.B.
Company
3686 326.pdf Utility
Escondido Oil,
Southwestern
81"13'1991
9! 17/1991
3686
326 Lubbock
Easement
Inc.
Public Service
Company
3686 330.pdf Utility
Wal-Mart Stores
Southwestern
T24/ 1991
9 1 T, 1991
3686
330 Lubbock
Easement
Inc.
Public Service
Company
New -Lubbock- Easement and
S. J. —Paschall and
Southwestern
4i 14,11953
4s"14!1953
408
3 Lubbock
408_4.pdf Right Of Way
Mrs. S. J.
Public Service
Paschall
Company
New -Lubbock- Easement and
A. W. Jackson -_
---Southwestern
4"10!'1953
517iI953
498
7 Lubbock
498_7.pdf Right Of Way
Public Service
Company
New -Lubbock-- Easement and
G. W. Bunyard,
Southwestern
4117 1953
57" 1953
498
11 Lubbock
498 1 l.pdf Right Of Way
Olive Lee
Public Service
Bunyard, Rex E.
Company
Lee, and Mary E.
Lee
Easement Type of
Grantor
Grantee Date of
Date of
Volume
Page County
Filename Easement
Easement
Recording
New -Lubbock- Easement and
Numerous - see
Southwestern 43 1953
5/11 1953
498
77 Lubbock
498_77.pdf Right Of Way
easement
Public Service
Company
New -Lubbock- Easement and
T. DeWitt
Southwestern 4i 241" 1956
4,24/1956
615
433 Lubbock
615_431pdf Right Of Way
Public Service
Company
394_570-00.pdf -Easement and
Carrie B.
Southwestern 1/28/1950
-2J-111950
394
570 Lubbock
Right, Of Way
Williams
Public Service
Company
-37
394 571.00.pdf Easement and
Mrs. Millie Putty
Southwestern 1/611950
2/1/1950
394
71- Lubbock
Right Of Way
Public Service
Company
407_25.00.pdf Easement and
J. A. Nunley and
Southwestern 1 U28/1949
2/11"1950
407
25 Lubbock
Right Of Way
wife, Mary E.
Public Service
Nunley
Company
497_657.00.pdf Easement and
Elmer V. East
Southwestern 4/7111953
571' 1953
497
657 Lubbock
Right Of Way
and The
Public Service
Lubbock
Company
National Bank,
Trustee
666 45.00.pdf Right of Way
Furr's Realty
Southwestern 430! 1957
8113,1957
666
45 Lubbock
Easement
Company
Public Service
Company and
the
Southwestern
Bell Company
Easement
Type of
Grantor
Grantee
Date of
Date of Volume Page
County
Filename
Easement
Easement
Recording
678315M.pdf
Easement And
Aulyne King
Southwestern
12112,1957
121130111957 678 315
Lubbock
Right Of Way
Breedlove
Public Service
Company
686_20TOO�pdf
Easement And
Elmer V. East
Southwestern
131.1958
3/11-1959 686 207
Lubbock
Right Of Way
and The
Public Service
Lubbock
Company
National Bank,
Trustee
3796 319.00.pdf
Utility
The Urban
Southwestern
2-181992
-1
2,251992 3196 319
Lubbock
Easement
Renewal Agency
Public Service
Of The City Of
Company
Lubbock,
Lubbock County,
Texas
State of Texas §
County of Lubbock §
BILL OF SALE
THIS BILL OF SALE is executed and delivered pursuant to the provisions of the Agreement for
Purchase and Sale of Utility Assets dated as of December 11, 2023 (the "Agreement"), between
I CAUN� acting Dy anu t111*111gli 1V1P#A1FCK r0'TT01_A4 J-1tut k__0TYW'_). oetter'-rtr Itel-U&M41 1411
$329,453.00 and other valuable consideration, the receipt and sufficiency of which are
acknowledged, hereby sells, conveys, transfers and assigns to Buyer the Transaction A Personal
Property, as defined in Section 1. 14 of the Agreement, the Transaction A Personal Property to be
transferred by this Bill of Sale being more particularly described as follows:
I The approximately 8. 1 -mile portion of Transmission Line 69-kV Y-50 that
begins at approximately Latitude, Longitude point 33.527482', -101.964727' and
terminates at approximately Latitude, Longitude point 33.5275500, -101.8272940
and is located in Lubbock County, Texas. According, to Seller's ecords. the Assets
include 1. 18 wood poles, 55 wood cross -arms, 246 post -type insulators, 10 steel
poles, 10 concrete foundations, approximately 171,864 feet of phase and static
conductors and associated insulators, guying and hardware. The sale of assets
includes the transfer of all right-of-way instruments associated with said assets.
2. The approximately 1.6-mile portion of 69-kV Transmission Line Y-64 that
begins at approximately Latitude, Longitude point 33.559671', -101.832769' and
terminates at approximately Latitude, Longitude point 33.560226', -101.806385-
and is located in Lubbock County, Texas. According to Seller's records, the Assets
41111 w,,iitd iroles.. 64 wood cross -arms-. 39 insulated crossarms...
50,668 feet od static conductors, and associated insulators, guying anil
hardware.
3. The approximately 2.6-mile portion of 69-kV Transmission Line Y-64 that
begins at approximately Latitude, Longitude point 33.527556', -101.827224' and
tertninates at approximately Latitude, Longitude point 33.549045', -101.803325'
and is located in Lubbock County, Texas. According to Seller's records, the Assets
include 53 wood poles, 40 wood cross-an-ns, 15 post -type insulators, one steel pole,
fm i-t4at4-t. +j jjjj 1v 14,_744 fee _
I0. , 01111 1
0 SHWUM311" roll
4. The entire approximately two-mile 115-kV Transmission Line V-46 that
begins at approximately Latitude, Longitude point 33.527410', -101.879325' and
terminates at approximately Latitude, Longitude point 33.555306', -101.8790270
and is located in Lubbock County, Texas. According to Seller's records, the Assets
include 30 steel poles, 30 concrete foundations, 121 crossarms, approximately
43,872 feet of phase and static conductors and associated insulators and hardware.
5. The approximately two-mile portion of 115-kV double -circuit
Transmission Lines V-45 and T-83 that begins at approximately Latitude,
Longitude point 33.527306', -101.879324' and terminates at approximately
Latitude, Longitude point 33.499494', -101.879003' and is located in Lubbock
County, Texas. According to Seller's records, the Assets include 14 steel poles, 14
concrete foundations, 112 crossarms, approximately 75,436 feet of phase and static
co--tiductors
6. All the transmission substation equipment located inside the fence -U
Indiana Substation bounded by the existing fence with an approximate Latitud
Longitude point starting at 33.61306 1 ", - 10 1.887601 0 to 33.6137150, -101.88760
to 33.61371.40, -101.8869450 to 33.613053', -101.886948' and back to t
d t
0
beginning point of 33.613061', -101.887601 . All these assets are located i
Lubbock County, Texas. According to Seller's records, the Assets include
115kV circuit breakers, potential transformers, switches, bus, insulators, ste
structures and stands, concrete foundations, wiring, relays, control devices a]
assocadardwand devices.
The sale of these transmission assets includes the transfer of all right-of-way instruments
associated with said assets from SPS to LP&L.
The Assets are sold pursuant to the tenns of the Agreement, including but not limited to th*
frepresentations and warranties provided therein, and incorporated herein by reference.
MMMM���
COMPANY,
a New Mexico corporation
By: . . . . ... . .......... . . ................
Printed Name:
Title:
Southwestern Public Service Company
The State of Texas
I.%- roffaw-C
City of Lubbock, acting by and through
Lubbock Power & Light, a Texas home rule
municipal corporation
By:
Printed Name:
Title:
City of Lubbock, acting by and through
Lubbock Power & Light
III gill ii I III I
11�1 MraiVITIRITIn milmnWom
or through (description of identity card or other
docurnent)) to be the person whose name is subscribed to the foregoing instrument and
?cknowledged to me that he executed the same for the purposes and consideration therein
Z=
Given under my hand and seal of office this — ---------- _ day of
Name:
Notary Public, State of Texas
My Commission Expires: _
EMMIME=
an
Before me — -------- _ (here insert the name and character of the officer) on this day
personally appeared known to me (or proved to me on the oath of
or through (description of identity card or other
document)) to be the person whose name is subscribed to the foregoing instrument and
acknowledged to me that he executed the same for the purposes and consideration therein
expressed.
Given under my band and seal of office this day of , A.D.
Name -
Notary Public, State of Texas
My Commission Expires:
IMMI-1-m—
MIMMMMEM
#
i yj iWaylli M pill aw in iw%ll 91 L" imb:10 us
STATE OF TEXAS
hereby2. Seller delivers to Buyer
right,# interest in and to the easements and described on the Schedule 2
subjectattached hereto and incorporated herein by this reference (the "LP&L Assets"). TO HAVE AND
TO HOLD the same unto Buyer, its successors and assigns, from and after the Effective Date,
# the terms, covenants, conditionsand provisions contained
Buyer hereby accepts such assignment and agrees to perform, observe, assume and discharge its
obligations an# liabilities under# # after the Effective
4 This Assignment is binding r# to the benefit1 is enforceableby
Parties R' their respectivesuccessors and assigns.
5. This Assignment shall be # construed in accordance
of . of " all matters, including but not limited to matters of validity, construction,
performance # remedies,but # 1 to its conflict of or # I
would cause the law of any other jurisdiction to apply.
6. This Assignment may be executed in two or more counterparts, each of which shall
be deemed an original, constituteone and the same instrument.
7. If any provision of this Assignment be determined to be # invalid,
unenforceable or # #shall be # # provided,
however, that the remaining proof this Assignment shall . unaffected therebyand shall
continue to be # and enforceable.
8. This Assignmentby pursuant to the tenns and conditions 1' the
Purchase Agreement. Unless provided otherwise in the Purchase Agreement, this Assignment is
(a) without recourse against Assignor of any kind or nature whatsoever, and (b) without any
warranty, covenants or r # of any kind or natureexpress,r r or statutory,by
between the terms of this Assignment and the Purchase Agreement, the tenns of the Purchase
Agreement shall control.
MRMMM331-0��
IN WITNESS WHEREOF, this Assignment has been duly executed as of the dates of the
acknowledgements below, effective as of the Effective Date.
The City of Lubbock, Texas a home rule municipal
corporation organized under the laws of the State of
Texas, acting by and through Lubbock Power &
Light
Eddie Schulz, Electric Utility Board Secretary
STATE OF
COUNTY OF
This instrument was acknowledged before me this _
, as of
My Commission Expires:
mrMN703NIm- �
day of , 20_, by
[Buyer's signature on next page]
am
its I
M
STATE OF
COUNTY OF
This instrument was acknowledged before me this day of , 20_, by
, as of Southwestern Public Set -vice Company,
a New Mexico corporation.
My Commission Expires:
MIMMM
When recorded return to:
Southwestern Public Service Company
ATTN: Siting and Land Rights
790 S. Buchanan
Amarillo, Texas 79118
Schedule I to Deed and Assignment of Land Rights
(LP&L Property)
Doud Substation commonly known as 4201 Frankford Avenue, City of Lubbock, Lubbock
County, Texas, more fully described as follows:
0
the City of Lubbock, Lubbock County, Texas, according to the recorded map or plat thereof, of
record in Volume 1946, Page 226 of the Deed Records of Lubbock County, Texas.
OWITZMA-WHISHM-47 "ll I
(LP&L Assets)
State of Texas §
County of Lubbock §
$33,707.00 and other valuable consideration, the receipt and sufficiency of which are
acknowledged, hereby sells, conveys, transfers and assigns to Buyer the Transaction B Personal
Property, as defined in Section 1. 16 of the Agreement, the Transaction B Personal Property to be
transferred by this Bill of Sale being more particularly described as follows:
11 1W. 11 11 . I ty,
of Lubbock, Lubbock County, Texas:
- Transfon-ner: Westinghouse 115,000,- 24,940Y/14,400; Mfr: 1975
- Breakers: 3 X Westinghouse Oil Circuit Breakers; 23kv / 1,200 A; Mfr: 1964
- Recloser: Viper
- Circuit Switcher
- Control House: One battery bank, relays, RTU
Distribution Facilities Located at 4201 Frankford Avenue, City of Lubbock,
Lubbock County, Texas:
- 2-300 KVA 3-PH PDMT XFMR
- 1- 150 KVA 3-PH PDMT XFMR
- 1-250 KVA 1-PH PDMT XFMR
- 1- 167 KVA 1-PH PDMT XFMR
- 1-primary enclosure w/ 3 -4 way junction blocks
- 27-200A connecting elbows
- 21-600A t-body connecting elbows
- Approx. 6,500' of 1/0 25kV Al w/ conc. neut. cable
- Approx. 2,800' of I OOOMCM 25kV Al w/ conc. neut. cable
- 1-3-PH 25kV riser - - Including potheads, brackets, arrestors, fused disconnects and
riser conduit
- 1-2-PH 25kV riser-... Including potheads, brackets, arrestors, fused disconnects and
riser conduit
Transmission Facilities Located at 9111 Private Road 2450, Outside the City
Lubbock, Lubbock County, Texas:
One (1) steel transmission pole and its concrete foundation located near the
southeast comer of SPS's Lubbock South Interchange at approximately Latitude,
Longitude point 33.511013', -101.8248751.
The Assets are sold pursuant to the terms of the Agreement, including but not limited to the
representations and warranties provided therein, and incorporated herein by reference.
COMPANY,
a New Mexico corporation
By:
Printed Name:
Title:
Southwestern Public Service Company
City of Lubbock, acting by and through
Lubbock Power & Light, a Texas home rul,*,
municipal corporation
By:
Printed Name:
Title:
City of Lubbock, acting by and through
Lubbock Power & Light
Before me (here insert the name and character of the officer) on this day
personally appeared known to me (or proved to me on the oath of
or through (description of identity card or other
document)) to be the person whose name is subscribed to the foregoing instrument and
acknowledged to me that he executed the same for the purposes and consideration therein
M=
Given under my hand and seal of
Name:
Notary Public, State of Texas
My Commission Expires:
Um
The State of Texas
Before me (here insert the name and character of the officer) on this day
personally appeared ............ . known to me (or proved to me on the oath of
or through (description of identity card or other
document)) to be the person whose name is subscribed to the foregoing instrument and
acknowledged to me that he executed the same for the purposes and consideration therein
expressed.
Given under my hand and seal of office this day of , A. D.
Name:
Notary Public, State of Texas
My Commission Expires:
ACCESS EASEMENT
STATE OF TEXAS
SOUTHWESTERN PUBLIC SERVICE, a New Mexico corporation ("Grantor") for goo(O,
and valuable consideration the receipt and adequacy of which is acknowledged, hereby grants,
sells, and conveys to the CITY OF LUBBOCK, TEXAS, a home rule municipal corporation
organized under the laws of the State of Texas, with an address of 1314 Avenue K, Lubbock, Texas
79401 ("the City"), a perpetual, non-exclusive easement ("Easement") through, over, and across
the Easement Area, described below, for pedestrian and vehicular access for the City, its
contractors, agents, and invitees. The "Easement Area" is defined as the following described
premises:
BY THIS REFERENCE
No objects shall be erected, placed, or permitted to remain on, under, or over the Easement
Area, which will or may interfere with the exercise of any of the rights herein, or that prevent or
obstruct the passage of pedestrians or vehicles. Notwithstanding the foregoing, Grantor may, at
its sole cost and expense, erect and maintain security equipment, including fences, gates, and
similar items, across the Easement Area, provided at all times that the Easement Area is passable
by the City, its contractors, agents, and invitees, through a gate. The City acknowledges that the
Easement Area is within a controlled -access facility. The City, and its authorized agents and
employees must, prior to each entry to the Easement Area, identify themselves to Grantor's
security personnel before access to the property will be granted and must comply with Grantor's
posted safety and security policies at all times while on the Easement Area.
Subject to the restrictions and limitations set forth herein, Grantor shall have the right to
use the Easement Area for any purpose that does not interfere with the City's use of the Easement
Area as provided for herein, including the right to permit others to use or to install underground
utilities in, under or along the Easement Area with the prior written consent of the City, provided
that the same shall not interfere with the City's use 1f the Easement Area as provided herein. No
amendment, modification or supplement to this Easement shall be binding on the parties unless
made in writing and executed by an authorized representative of each party.
The provisions of this Access Easement shall run with, be binding on and burden the
Easement Area and shall bind and benefit the heirs, executors, administrators, personal
representatives, successors, and assigns of Grantor and the City. The term "Grantor" includes the
singular, plural, feminine, masculine and neuter.
Grantor warrants and represents that Grantor is the owner of the Easement Area and has
hts contained herein.
This Access Easement incorporates all agreements between the parties as to the subject
matter of this Access Easement, and no prior representations or statements, verbal or written, shall
modify, supplement or change the terms of this Access Easement. This Access Easement consists
of the document entitled "Access Easement", and an Exhibit containing a legal description and a
sketch depicting the legal description, if referenced above or attached hereto.
Signed this _ day of
STHWESTERN PUBLIC SERVICE
COUOMPANY,
a New Mexico corporation
STATE OF TEXAS
COUNTY OF
This instrument was acknowledged before me this � 1. day of 20_, by
as of Southwestern Public Service Company,
a New Mexico corporation.
(seal)
RiWlm
Exhibit A to Access Easement
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