Columbus, Georgia

4





1367885.04



ORDINANCE GRANTING FRANCHISE

To

GEORGIA POWER COMPANY

By

COLUMBUS, GEORGIA

On

______________________________, 2005







The within franchise accepted on

_______________________________, 2005.

GEORGIA POWER COMPANY

By:_________________________________

President



ORDINANCE GRANTING PERMISSION AND CONSENT to Georgia Power Company, a Georgia

corporation, and its successors, lessees, and assigns (hereinafter referred to

collectively as the "Company") to occupy the streets and public places of

Columbus, Georgia, a body politic and corporate and a political subdivision of

the State of Georgia (hereinafter referred to as the "City"), in constructing,

maintaining, operating, and extending poles, lines, cables, equipment, and

other apparatus for transmitting and distributing electricity and for other

purposes.

SECTION I. Be it ordained by the Council of Columbus, Georgia that the

authority, right, permission, and consent are hereby granted to the Company,

for a period of thirty-five (35) years from the date of the Company's

acceptance hereof, to occupy and use the streets, alleys, and public places of

the City within the present and future corporate limits of the City as from

time to time the Company may deem proper or necessary for the overhead or

underground construction, maintenance, operation, and extension of poles,

towers, lines, wires, cables, conduits, insulators, transformers, appliances,

equipment, connections, and other apparatus (hereinafter referred to

collectively as the "Company's Facilities") for the business and purpose of

transmitting, conveying, conducting, using, supplying, and distributing

electricity for light, heat, power, and other purposes for which electric

current may be or become useful or practicable for public or private use, and

to re-enter upon such streets, alleys, and public places from time to time as

the Company may deem proper or necessary to perform these functions, and to cut

and trim trees and shrubbery when and where necessary, in the judgment of the

Company, to insure safe and efficient service.

SECTION II. Be it further ordained that the rights, permission, and consents

herein contained are granted for the following considerations and upon the

following terms and conditions:

1. The Company shall pay into the treasury of the City (a) on or before the

first day of March in each year following the granting of this franchise, a sum

of money equal to four percent (4%) of the gross sales of electric energy to

customers served under residential and commercial rate schedules (as prescribed

by the Georgia Public Service Commission) within the corporate limits of the

City during the preceding calendar year and four percent (4%) of the gross

sales of electric energy to customers served under industrial rate schedules

(as so prescribed) within the corporate limits of the City during the period

beginning on the first day of the month following the granting of this

franchise and ending on December 31 thereafter and (b) on or before the first

day of March of each year thereafter during the term of this franchise, a sum

of money equal to four percent (4%) of the gross sales of electric energy to

customers served under residential, commercial, and industrial rate schedules

(as so prescribed) within the corporate limits of the City during the preceding

calendar year, on condition that in the event the City shall grant to any other

entity the right to use and occupy the City's streets for like purposes, such

use and occupancy shall be upon the same terms and conditions as those herein

contained, including the payment provisions hereof. The Company, in

calculating the sum of money to be paid to the City in each year pursuant to

this paragraph 1, shall include gross sales of electric energy to customers who

are served under residential, commercial, and industrial rate schedules by the

Company on any portion of the Fort Benning Reservation that is located within

the corporate limits of the City.

2. The amount, if any, of any tax, fee, charge, or imposition of any kind

required, demanded, or exacted by the City on any account, other than ad

valorem taxes on property, shall operate to reduce to that extent the amount

due from the percentage of gross sales provided for in paragraph 1 of this

Section II.

3. The Company shall fully protect, indemnify, and save harmless the City from

all damages to persons or property caused by the construction, maintenance,

operation, or extension of the Company's Facilities, or conditions of streets,

alleys, or public places resulting therefrom, for which the City would

otherwise be liable.

4. The Company shall, in constructing, maintaining, operating, and extending

the Company's Facilities, submit and be subject to all reasonable exercises of

the police power by the City. Nothing contained herein, however, shall require

the Company to surrender or limit its property rights created hereby without

due process of law, including adequate compensation, for any other purpose at

the instance of the City or for any purpose at the instance of any other

entity, private or governmental.

5. For purposes of paragraph 6 of this Section II, the term "Distribution

Facilities" means poles, lines, wires, cables, conductors, insulators,

transformers, appliances, equipment, connections, and other apparatus installed

by or on behalf of the Company (whether before or after the adoption of this

ordinance) in the streets, alleys, or public places of the City for the purpose

of distributing electricity within the present and future corporate limits of

the City. Distribution Facilities do not include any of the following: (i)

electric transmission lines with a design operating voltage of 46 kilovolts or

greater (hereinafter referred to as "Transmission Lines"); (ii) poles, towers,

frames, or other supporting structures for Transmission Lines (hereinafter

referred to as "Transmission Structures"); (iii) Transmission Lines and related

wires, cables, conductors, insulators, or other apparatus attached to

Transmission Structures; (iv) lines, wires, cables, or conductors installed in

concrete-encased ductwork; or (v) network underground facilities.

6. In the event that the City or any other entity acting on behalf of the City

requests or demands that the Company relocate any Distribution Facilities from

their then-current locations within the streets, alleys, and public places of

the City in connection with a public project or improvement, then the Company

shall relocate, at its expense, the Distribution Facilities affected by such

project or improvement. The Company's obligations under this paragraph 6 shall

apply without regard to whether the Company has acquired, or claims to have

acquired, an easement or other property right with respect to such Distribution

Facilities and shall not affect the amounts paid or to be paid to the City

under the provisions of paragraph 1 of this Section II. Notwithstanding the

foregoing provisions of this paragraph 6, the Company shall not be obligated to

relocate, at its expense, any of the following: (i) Distribution Facilities

that are located on private property at the time relocation is requested or

demanded; (ii) Distribution Facilities that are relocated in connection with

sidewalk improvements (unless such sidewalk improvements are related to or

associated with road widenings, the creation of new turn lanes, or the addition

of acceleration/deceleration lanes); (iii) streetscape projects or other

projects undertaken primarily for aesthetic purposes; or (iv) Distribution

Facilities that are converted from an overhead configuration or installation to

an underground configuration or installation.

7. The City and the Company recognize that both parties benefit from economic

development within the City. Accordingly, when it is necessary to relocate any

of the Company's Facilities (whether Distribution Facilities, Transmission

Lines, Transmission Structures, or other facilities) within the City, the City

and the Company shall work cooperatively to minimize costs, delays, and

inconvenience to both parties while ensuring compliance with applicable laws

and regulations. In addition, the City and the Company shall communicate in a

timely fashion to coordinate projects included in the City's five-year capital

improvement plan, the City's short-term work program, or the City's annual

budget in an effort to minimize relocation of the Company's Facilities. Such

communication may include, but is not limited to, (i) both parties'

participation in the Georgia Utilities Coordinating Council, Inc. (or any

successor organization) or a local utilities coordinating council (or any

successor organization) and (ii) both parties' use of the National Joint

Utility Notification System (or any successor to such system mutually

acceptable to both parties).

8. With regard to each streetscape project undertaken by or on behalf of the

City, the City shall pay the Company in advance for the Company's estimated

cost to relocate any of the Company's Facilities (whether Distribution

Facilities, Transmission Lines, Transmission Structures, or other facilities)

in connection with such project. For each streetscape project, the Company

shall estimate in good faith the amount of incremental base revenue, if any,

that the Company will realize as a result of new customer load or expansion of

existing customer load attributable to such project; and such estimate shall be

based on tariffs in effect at the time that construction of such project begins

and shall not include fuel recovery charges, non-electric service billings, or

taxes. If such estimate indicates that the Company will realize incremental

base revenue, the Company shall do one of the following, whichever results in

greater cost savings to the City: (i) reduce the City's advance payment to the

Company for relocation costs by ten percent (10%); or (ii) where the City has

developed a bona fide marketing plan within twelve months after construction of

such project begins, either refund the amount of the Company's incremental base

revenue during such twelve-month period to the City or credit such amount

against any future payment due from the City to the Company. The City and the

Company acknowledge and agree that the amount of any refund or credit

calculated pursuant to clause (ii) of the foregoing sentence of this paragraph

8 shall not exceed the amount of the City's advance payment to the Company for

relocation costs associated with such project.

SECTION III. Be it further ordained that nothing contained in this ordinance

shall limit or restrict the right of customers within the corporate limits of

the City to select an electric supplier as may hereafter be provided by law.

SECTION IV. Be it further ordained that from time to time after the approval

of this ordinance, the Company and the City may enter into such additional

agreements as the Company and the City deem reasonable and appropriate;

provided, however, that such agreements shall not be inconsistent with the

terms and conditions of the franchise granted in this ordinance, shall not

extend beyond the term of the franchise, and shall be enforceable separate and

apart from the franchise.

SECTION V. Be it further ordained that the Company shall, within ninety (90)

days from the approval of this ordinance, file the Company's written acceptance

of the franchise granted in this ordinance with the Clerk of Council, so as to

form a contract between the Company and the City.

SECTION VI. Be it further ordained that upon such acceptance all laws and

ordinances, and all agreements between the Company and the City with respect to

the Company's use of the City's streets, alleys, and public places, in actual

conflict herewith be and the same shall thereupon stand repealed and

terminated, respectively.

Adopted by the Council of Columbus, Georgia, at a meeting held on

________________________, 2005.

Approved:________________________-____, 2005.

__________________________________________

Mayor

I, __________________________, Clerk of the Council of Columbus, Georgia,

hereby certify that I was present at the meeting of the Council of Columbus,

Georgia, held on _______________________, 2005, which meeting was duly and

legally called and held, and at which a quorum was present, and that an

ordinance, a true and correct copy of which I hereby certify the foregoing to

be, was duly passed and adopted by the Council of Columbus, Georgia, at said

meeting.

IN WITNESS WHEREOF, I hereunto set my hand and the corporate seal of Columbus,

Georgia, this _______ day of _______________________, 2005.

_____________________________________

Clerk of Council