AN ORDINANCE GRANTING A FRANCHISE TO DUKE ENERGY PROGRESS, LLC  BEI IT ORDAINED BY THE. BOARD OF. ALDERMAN (Governing body) OF  THE TOWN OF VANCEBORO, as follows:  I.  DEFINITIONS  1.1 As used in this Ordinance, the following terms, words and phrases shall have the meanings respectively ascribed to them in this section: "Duke Energy" shall mean Duke Energy Progress, LLC; a North Carolina limited liability company organized under the laws of the State of North Carolina and authorized to do business in the State of North Carolina and any assignee of or successor in interest to Duke Energy Progress, LLC; "Town" or "Town of Vanceboro" shall mean the Town of Vanceboro, a municipal corporation located in Craven County, North Carolina; the area within the territorial Town limits of the Town of Vanceboro and within the extraterritorial area surrounding the Town to the extent it may be lawfully included as presently or hereafter fixed by law or ordinance; or the Board of Alderman or any officer or agent duly authorized in acting on behalf of the Town as a municipal corporation, as indicated by the context by which "Board of Alderman" shall mean the governing body of the Town of  under this franchise Ordinance.  the term is used; Vanceboro;  II.  FRANCHISE GRANTED  2.1 Duke Energy is hereby granted the right to construct, operate and maintain an electrical utilities system, including such communications infrastructure as is necessary and convenient for the electrical utility's purpose, within the Town and within the extraterritorial area surrounding the Town, to the extent the Town may lawfully do SO, for the generation, transmission, distribution and sale of electricity to consumers and users within the Town and to the Town and any and all agencies and departments thereof. Duke Energy is also given permission to do all acts necessary or helpful for the purposes enumerated hereinabove or hereinafter; and assent, and permission is hereby given and granted to Duke Energy, its successors and assigns, to exercise all powers, right and privileges which Duke Energy under and by the terms of its charter, or otherwise is authorized, empowered or permitted to conduct, carry on, exercise, do or transact    including, without limitation, the power, right and privilege to use, lease, sell, convey and transmit power by electricity for manufacturing, lighting, heating, motive power or other purpose or purposes and for the doing of  an electrical business generally.  2.2 Duke Energy is hereby granted the right, authority, and privilege to construct and install, operate, maintain, renew, replace and repair electrical and communications facilities including but not limited to lines, cables, towers, poles, conduits, transformers, connections and services thereto, in, through, across, along and under streets, avenues, roads, public alleys, lanes, parks, squares, and other public places and ways in the Town for the generation, transmission, distribution and sale of electricity, its communications purposes and for any and all other approved purposes, subject to the terms and conditions hereinafter set forth in this Ordinance; provided, however, that nothing in this Ordinance without further approval of the Town shall authorize or permit the construction of a cellular tower or similar facility within the public areas described herein.  2.3 If the Town determines that it is necessary to expand, widen, or improve a road or other public way, the Town may require Duke Energy to relocate its facilities that are in conflict with such expansion, widening or improvement. If the Town requests such a relocation, it will provide an acceptable alternate location for Duke Energy's facilities at no cost to Duke Energy. If Duke Energy's facilities are, or were originally, located on private property, the Town shall pay for the cost of relocation. If, however, Duke Energy's facilities were originally located within the existing public right-of-way which is being, expanded, widened or improved, Duke Energy shall bear the expense of relocating its facilities. Ifany street improvement project is tol be funded in whole or in part by the State of North Carolina or the federal government, or an agency thereof, the Town will cooperate with Duke Energy in obtaining reimbursement for its relocation cost to the extent allowable under state and federal law. Such reimbursement, when received, shall be an offset against the cost of relocation to be paid by the Town. The relocation cost and reimbursement for relocation costs for facilities installed toj provide electric service to the Town, including street and area lighting and traffic signals wherever located, shall be determined and paid by the Town in accordance with the Applicable Rate Schedules and Service Regulations of Duke Energy on file with the North Carolina Utilities Commission, as the same now exist or as they or any of them may be hereafter amended, modified, changed or annulled in accordance with the laws and regulations pertaining thereto. 2.4 Whenever Duke Energy shall cause any opening, excavation or alteration to be made. in any street, lane or public place within the Town in the construction, operation or maintenance of any of its electrical and communications facilities including but not limited to lines, cables, towers, poles, conduits, transformers, connections and services owned or  2    used by it, Duke Energy shall cause such portions of said street, lane or public place tol be restored to the same condition in which it found them as nearly as practicable. Additionally, if Duke Energy shall fail to restore the area to its approximate former condition within a reasonable period of time, but no less than thirty working days after notification by the Town, the Town shall proceed to restore such streets, lanes and public places as nearly as practicable to their original condition and the Town shall submit a statement of the costs for this restoration to Duke Energy. Duke Energy agrees to pay the' Town for these costs within thirty days.  2.5 Pursuant to N.C.G.S. 160A-319(a) this franchise is granted for a term of sixty (60): years beginning August 6, 2016, and ending at midnight August 5, 2076, and thereafter it shall renew and continue in force on a year to year basis unless terminated by either party upon ninety days written notification to the other. Notwithstanding the foregoing, in the event that the electric industry in North Carolina is deregulated or restructured by state or federal legislation or regulation, or state or federal judicial action which affects retail distribution to the extent that the inhabitants of the Town may choose their electric supplier, then upon the date when such legislative, regulatory or judicial action has the force and effect of law, this franchise may be at any time thereafter terminated by either party upon ninety days written notification to the other. This franchise supersedes any and all former rights or franchises of Duke Energy to operate an electrical utilities system in the Town with respect to all acts and things done or admitted to be done, on or after August 6, 2016. 2.6 Duke Energy is hereby granted the right during the existence of this franchise to mortgage or hypothecate this franchise, together with all rights and privileges hereunder and any right ori interest therein, as security for indebtedness, subject to acceptance by any legal successor in interest of the obligations, duties, liabilities, limitations and prohibitions set out herein and subject to approval by the North Carolina Utilities Commission or other government agency whose approval is required by law. Duke Energy may not assign or transfer its rights under this franchise agreement without the express consent of the Board of Alderman and such consent shall not be unreasonably withheld, provided, however, that this provision shall not require Duke Energy to obtain permission from the Board of Alderman prior to assigning its rights hereunder to any new entity created in any corporate reorganization or merger in which Duke Energy is a  party.  2.7 Duke Energy shall save the Town, Mayor, Board of Alderman, and the Town's officers, agents, servants and employees, harmless from all loss against any and all claims, suites, actions, liability, and judgments for damages (including but not limited to costs and expenses for reasonable legal fees and disbursements and liabilities assumed by the Town in connection therewith) sustained by the Town or the Mayor or the Board of  3    Alderman, or the Town's officers, agents, servants or employees, on account of any suit, judgment, execution, claim, or demand whatsoever resulting or in any manner arising from sole negligence on the part of Duke Energy, its officers, agents, servants and employees in the construction, erection, operation and maintenance of its electric distribution system or the conduct of its business, such negligence having been determined by final order of a court of competent jurisdiction, not  subject to appeal.  MI. ACCEPTANCE OF] FRANCHISE  This Ordinance shall take effect from the day of its passage, but only after it has been accepted in all its terms and revisions by Duke Energy, in writing, within sixty days after its passage otherwise, the same shall be null and void and of no effect.  CO  4    This Ordinance was passed by a majority vote of the Board of Alderman of the Town of of_Sept 2015 and was again passed by a majority vote of the Board of Alderman  Neknre in the Town of of the Town of meeting held in the Town of 5m. dayof Dot, 2015.  at the regular meeting of the Board of Alderman held  Voncelono Nooceloo  North Carolina on the 14 day for the second time at the regular  Vonceyo  North Carolina, on the  ATTEST:  TOWAFVANCEBORO SCS CadeBig Mayor, Town of Vanceboro  BY:  EBnonck Town Clerk  (SEAL)  NORTH CAROLINA Cxowen  COUNTY  This is to certify that on the day of Dot 2015, personally came before me P.Peree pock Clerk of the Town, who, being by me duly sworn, says that (s)he knows the common seal of the Town of (ad E. Baxbon, Mayor, and that (s)he saw the Mayor sign the foregoing instrument, and that (s)he affixed the Town's seal to the instrument and (s)he signed her name in attestation of the execution of this instrument in the presence of the  Voncelnoo  and  (s)he  is  acquainted  with  Mayor  Witness my hand and official seal, this the baye of Oclober ,2 2015.  bulyDal  Notary Public 5  03 aus  My Commission Expires:  BEVERLYW. DRAKE Craven County 5  Pebruory 26,2019 Notary Public, North Carolina    The conditions and stipulations of the above Ordinance are hereby accepted. by Duke  Energy. ATTEST:  DUKEI ENERGY PROGRESS,LLC m2 3b  Kerell Meck Assistant Secretary (SEAL  President, NorlhCarlina  C  NORTH CAROLINA MECKIENBURCCOUNTY  L,ShARan C.AgRowos a Notary Public for said County and State, do and acknowledged and she/he is Astanferetig of Duke Energy company. the foregoing instrument was signed in its name by its  hereby certify that KarlP.Mack  personally, appeared before me this  7y  LC and that by authority duly given and as the act of the sealed with its corporate seal, and attested by her/himself  President as its lesistinf Secretary  Witness my hand and official seal, this the lhlay of looembek, 2015.  hhavon C.Amosod Notary Public  My Commission Expires: 1/1612019  R  9  CH enburg   6