NC0023086_Utility Coveyance Agreement_20161220

No Revenue Required
This Instrument prepared by:
John F. Henning, Jr.
Chad Ray Donnahoo
Campbell Shatley, PLLC
674 Merrimon Ave.
Suite 210
Asheville, NC 28804
[phone]'
UTILITY CONVEYANCE AGREEMENT
1011001111111
Doo ID: 00063600000P Type: CRP
Kind: AGREEMENT
Fee Amt: $26 12/30/2016
D Pape 1tof2842:Os F
Graham County, North Carolina
Carolyn Steuart ReeAlsster of
Deeds
B1(355 PG766-7 ( 3
THIS AGREEMENT is made and entered into as of theeday of Ddde-A-6�, 2016,
by and between FONTANA VILLAGE, INC. ("FV1"), a corporation duly organized and
existing under the laws of the State of North Carolina; TOWN OF FONTANA DAM ("Town"),
a body corporate and political duly organized and existing under the laws of the State of North
Carolina; and the UNITED STATES OF AMERICA ("USA"), acting by and through its legal
agent, the TENNESSEE VALLEY AUTHORITY ("TVA"), a corporation and instrumentality
duly organized and existing under the Tennessee Valley Authority Act of 1933, as amended.
First Tennessee Bank, NA, a national banking association, joins in this agreement for the limited
purpose of consenting to this agreement as expressed herein.
WITNESSETH
WHEREAS, the USA is the owner of those certain tracts of parcels of real property
located in Yellowcreek Township, Graham County, North Carolina, described in TVA records as
Tract # XTFR-6L, XTFR-7L, XTFR-8L, XTFR-9L and XTFR-12L;
WHEREAS, said tracts were leased by and certain personal property and fixtures were
conveyed to Government Services, Inc. (now Guest Services) under a Lease and Conveyance
Agreement ("Lease'), identified as Contract # TV -27427A, dated January 1, 1972, a
memorandum of which is recorded in Book 131 Page 102 in the office of the Register of Deeds
{CS: 00038496.DOCX}

of Graham County, North Carolina, as supplemented by instruments dated May 2, 1973 and
April 27, 1981;
WHEREAS, pursuant to Section l (d) of the Lease, TVA conveyed on behalf of USA all
right, title, and interest in all buildings, improvements, and facilities to Government Services,
Inc. Pursuant to Section 1(e) of the Lease, TVA further conveyed on behalf of USA all right,
title, and interest in all personal property subject to the lease agreement of April 24, 1946
(contract TV -92173), which lease is believed to have been entered into between USA by and
through TVA as lessor, and Government Services, Inc. as lessee;
WHEREAS, in an instrument dated August 13, 1987, Guest Services assigned the Lease
to C. Wayne Kinser ("Kinser"). Based on information and belief, Guest Services did not,
however, convey any of its personal property and fixtures that it had acquired under the Lease;
WHEREAS, Kinser, in an instrument dated August 28, 1987, assigned the Lease to
Peppertree Fontana Village, Inc. ("Peppertree");
WHEREAS, Peppertree, by amendment to its certificate of incorporation, filed October
28, 2005, changed its corporate name to FVI;
WHEREAS, in an instrument entitled "Supplement No. 3 to Lease and Conveyance
Agreement", dated March 20, 2008, the Lease was amended to remove Peppertree's corporate
name and replace with FVI's corporate name;
WHEREAS, by that Quitclaim, Conveyance and Release Agreement recorded February
3, 2016 in Deed Book 348, pages 38-41 in the Office of the Register of Deeds for Graham
County, Government Services conveyed all of its right, title and interest to any and all
improvements located upon, over or within the lands described hereinabove, or otherwise
acquired by it pursuant to the Lease;
WHEREAS, by agreement dated December 8, 2010, FVI and Graham County entered
into an agreement by which Graham County was to secure grant funds to be used for the purpose
of upgrading the water system serving the property of the Lease, pursuant to which 1) the USA,
by and through TVA, conveyed to Graham County a 2.608 acre parcel of land by a deed
recorded in Deed Book 320, page 527 in the Office of the Register of Deeds for Graham County,
and 2) FVI conveyed to Graham County certain personal property used for purposes of operating
the water system;
WHEREAS, by an agreement dated September 24, 2012, Graham County, FVI, and
Town agreed that Town would take over the possession, control and maintenance of all water
system assets, and the responsibility to provide water pursuant to the Lease, and pursuant to this
said agreement Graham County conveyed the 2.608 acre parcel of land to Town by a deed
recorded in Deed Book 322, page 824-826 in the Office of the Register of Deeds for Graham
County, and Graham County and FVI conveyed personal property associated with the water
system by an instrument also dated September 24, 2012;
(CS: 00038496.DOCX)

WHEREAS, under the terms of the Lease as amended pursuant to Supplement No. 4 to
Contract No. TV -27427, dated the day of _ _ , 2016, TVA has consented to FVI's
assignment of utility lines and facilities, roads, and other improvements to Town as appropriate
for their further operation and maintenance.
NOW, THEREFORE, in consideration of the premises, the Parties hereto agree to the
,following:
CONVEYANCE AND TRANSFER
(1) FVI agrees to convey and transfer, for the sum of one dollar ($1.00), all
power distribution facilities, water treatment, storage and distribution facilities and sewage
collection, treatment and disposal facilities, as acquired from Guest Services or pursuant to the
Lease, by operation of this Paragraph to the Town. This conveyance specifically includes an
assignment of FVI's right pursuant to section 9(a) of the Lease to have furnished to it raw water
by TVA, and the obligation to undertake FVI's obligation under the Lease of supplying treated
water to TVA, for the purposes and at the rates specified in the Lease. The Town hereby agrees
that, subject to applicable law governing the transfer of municipal enterprise property and in the
event that it is ever abolished, repealed, or otherwise becomes through any operation of law
unable to own and operate the water treatment, storage and distribution facilities and sewage
collection facilities acquired pursuant to this Agreement, the same shall automatically revert to
the ownership of FVI, together with all subsequent improvements, modifications, extensions or
enhancements thereof.
(2) FVI hereby conveys and transfers, for the sum of one dollar ($1.00), all of
its interest in and to all roads within or reaching any part of the property described in the Lease,
whether located upon such property, less and except North Carolina State Highway 28 and that
road running from the said Highway 28 to Fontana Dam and its overlooks, to the Town.
(3) The Parties hereby agree to execute and deliver any instruments and/or
documents that may, in addition, to this Agreement, may be necessary to perfect title to any
property transferred herein.
(4) TVA hereby consents and agrees to all conveyances and transfers
contained herein. TVA, on behalf of itself and the United States, hereby further confirms that it
has previously conveyed all of the right, title and interest held in all buildings, improvements,
and facilities as described in Section 1(d) of the Lease. TVA, on behalf of itself and the United
States, hereby agrees and acknowledges that the option to purchase contained in Section 9(c) of
the Lease is not triggered by the transfer of the electrical distribution system contemplated by
this Agreement.
(5) Notwithstanding Section 6 of the Lease, the Town shall not sell, lease or
discontinue any city -owned enterprises except as specifically authorized by N.C.G.S. § 160A-
321.
{CS: 00038496.DOO(l

(6) FVI has heretofore granted a security interest in the property and fixtures
conveyed by the Lease to First Tennessee Bank, NA, as described in that Deed of Trust dated
March 20, 2006 and recorded in Deed Book 267, pages 364-399 in the Office of the Register of
Deeds for Graham County, and as amended in Deed Book 287 at pages 314-316 and in Deed
Book 319 at pages 632-635 (collectively the "Financing Agreement"). The Town hereby agrees
and acknowledges that it shall take title to the power distribution facilities, water treatment,
storage and distribution facilities and sewage collection, treatment and disposal facilities herein
conveyed subject to the security interest conveyed by the Financing Agreement. FVI hereby
agrees and acknowledges that its duties and obligations established in the Financing Agreement
shall continue, the transfer effected by this Agreement notwithstanding. First Tennessee Bank
joins in this Agreement for the purpose of consenting to such transfer, and hereby agrees and
acknowledges that the execution of this Agreement shall not be considered a transfer or event of
default pursuant to the Financing Agreement.
IN WITNESS WHEREOF, the Parties herein have caused this Agreement to be duly
executed by their authorized officers or representatives as of the day and year first written above.
[The remainder of this page intentionally left blank.]
(CS: 00038496.DOCX)

UNITED STATES OF AMERICA
(By its legal agent: T NNESSEE VALLEYAUTHORITY)
By: _ _ "
e�; *X/'�/
AAROK B. - IX
Senior Manager, Realty Services and GIS
STATE OF TENNESSEE
COUNTY OF } Am, lion
L- (j►:,,�, t.J�sd , a Notary Public of the aforesaid County and
State, hereby certify that Aaron B. Nix, with whom I am personally acquainted, personally catne
before me this day and acknowledged that he is Senior Manager for Realty Services and GIS,
and that by authority duly given by the Tennessee Valley Authority and as the act of the
Authority the foregoing instrument was signed by him in its name.
2016.
Witness my hand and NOTARlAL'SEAL, this the 2day of D�cc,n,b ,
Notary Public
My Commission Expires: 3-21--Zi7ii
TENNESSEE �
MMAY s
PUBW
NNNN
(CS: 00038496.DOCX)

By:
Title: Clerk
STATE OF NORTH CAROLINA
COUNTY OF GRAHAM
1, &the t c A a Notary Public of the aforesaid County and
State, hereby certify that Zelerie Rogers, with whom I am personally acquainted personally came
before me this day and acknowledged that Sarah Houston is the duly elected Mayor of the Town
of Fontana Dam, and that by authority duly given and as the act of the Town Council the
foregoing instrument was signed in the name of the Town by her as its Mayor, sealed with its
official seal and attested by its Clerk.
Witness my hand and NOTARIAL SEAL, this the 1.6_ day of Node w-,htK ,
2016.
0,
Notary Public
My Commission Expires: (Z— `3— ` b rt
{CS: 00038496.DOCX}

FONTANA VILLAGE, INC.
By
Title: �.� ► C� ��
Attest:
Title:
STATE OF NORTH CAROLINA
COUNTY OF GRAHAM
I, 1� v cNe rnGQ ; � ,�� , a Notary Public of the aforesaid County and
State, hereby certify that Calvin Shuler, with whom I am personally acquainted, personally came
before me this day and acknowledged that he is the President of Fontana Village, Inc., and that
by authority duly given and as the act of the corporation the foregoing instrument was signed in
its name by him as its President, sealed with its corporate seal and attested by its Secretary.
Witness my hand and NOTARIAL SEAL, this the day of '(1 Doe ,- Qt,
2016.
Notary Public
My Commission Expires:
(NOTARIAL SEAL)
NUELENA G NICHOLS
Notary Public
Graham County
North Carolina
My Comm155100 EWras Mar 3, 2017
{CS: 00038496.DOO(}

FIRST TENNESSEE BAN& A
By �.
R. Andrew Beam, Senior Vice President
STATE OF T NNESSEE
COUNTY OF
I, , a Notary Public of the aforesaid County and
LState, hereby certify that R. Andrew Beam, with whom I am personally acquainted, personally
came before me this day and acknowledged that he is Senior Vice President of First Tennessee
Bank, NA., and that by authority duly given and as the act of the corporation the foregoing
instrument was signed in its name by him as its Vice President.
,,jjw;Ugps my hand and NOTARIAL SEAL, this the day of ,
2�4 PNN
STATE
OF
;TENNESSEE
Y ; NOTARY •
PUBLIC •.e Notary Public jam,
-'�����x ••••••��������```
My Commission Expires: / CJ
d
(NOTARIAL SEAL)
{CS: 00038496.DOCX}

Tax Property Nos.
Verified by Graham County on the day of , 2016 by
Prepared by: TVA TRACT NO. XTFR-16E
Tennessee Valley Authority
1101 Market Street, BR 4B
Chattanooga, Tennessee 37402-2801
Telephone: [phone]
GRANT OF TERM EASEMENT
12 Type: CRP
at 02:45:49 F
1of12
ster of Deeds
?-793
THIS GRANT OF TERM EASEMENT, made and entered into by and between the UNITED STATES
OF AMERICA (sometimes hereinafter referred to as "GRANTOR'), acting by and through its legal agent,
the TENNESSEE VALLEY AUTHORITY (sometimes hereinafter referred to as "TVA"), an executive branch
corporate agency and instrumentality of the UNITED STATES OF AMERICA created by an act of Congress
known as the Tennessee Valley Authority Act of 1933, as amended, and TOWN OF FONTANA DAM, a
North Carolina municipal corporation (sometimes hereinafter referred to as "GRANTEE");
WITNESSETH:
WHEREAS TVA is authorized by 40 U.S.C. § 1314 to grant to an applicant, on behalf of the UNITED
STATES OF AMERICA, such easements affecting federal property in its custody and control as TVA's
Board of Directors determines will not be adverse to the interests of the GRANTOR; and
WHEREAS in considering GRANTEE's application, TVA's Board of Directors, through its designee,
the Chief Executive Officer of TVA, has determined that the granting of the following described easement,
subject to the conditions provided herein, will not be adverse to the interests of GRANTOR;
NOW, THEREFORE, in consideration of the foregoing premises and the other provisions of this grant
of easement:
1. GRANTOR, pursuant to the provisions of 40 U.S.C. § 1314, and subject to all of the terms,
conditions, reservations, restrictions, exceptions, and/or limitations contained in this grant of
easement and exhibits hereto, does hereby grant, bargain, sell, transfer, and convey to
GRANTEE, its successors and assigns, a non-exclusive term easement and right-of-way, the

TVA TRACT NO. XTFR-16E
term easement to expire December 31, 2051, to enter upon subject land to construct, repair,
operate, maintain, and use water, sewer and road infrastructure facilities, and together with
such other improvements as may be necessary or incidental to the operation thereof, and
appurtenances thereto, all in the current locations of existing improvements within a strip of
land fifty (50) feet in width and in other locations in accordance with plans approved in advance
and in writing by TVA, all in, cn, over, across, upon, through, or under certain land located in
Graham County, North Carolina, designated as TVA Tract No. XTFR-16E (hereinafter referred
to as the "easement area") and more particularly described in Exhibit A, and shown on Exhibit
B, respectively, which exhibits are attached hereto and made a part hereof.
2. This entire grant is expressly made upon and subject to the following conditions:
(a) The easement area shall be used solely to construct, repair, operate, maintain, and
use water, sewer, and road infrastructure, together such other improvements as may
be necessary or incidental to the operation thereof, and appurtenances thereto, and
for no other purpose or purposes, all as approved in advance and in writing by TVA.
Improvements in existence at the time of execution of this easement may be
repaired, operated, maintained, and used solely at existing locations within the
easement area. GRANTEE must obtain advance written TVA approval for
construction or expansion of improvements in new locations within the easement
area.
(b) In the event that GRANTEE shall cease to use such easement area for the purpose
for which this easement is granted for a period of two (2) consecutive years or more
or shall, regardless of the time period, initiate use of the area subject to such
easement for some other purpose or shall abandon such easement or commit any
breach of any of the terms or conditions of this easement, in whole or in part, then
GRANTOR, TVA, or their successors or assigns, may terminate the easement by
written notice to GRANTEE, its successors and assigns, and take possession of the
easement area as if this grant of easement had never been made. Such termination
shall be effective as of the date of such notice; Rrovided, however, that GRANTEE, its
successors and assigns, shall have the right during a period of ninety (90) days
immediately following the date of such notice of termination to remove any
improvements placed by it on, over, or across the easement area; and provided
further, that GRANTEE, its successors and assigns, shall restore the easement area
to TVA's satisfaction, including any regrading or reseeding TVA may deem
appropriate. Any use of the easement area or any portion thereof that is 1) approved
in writing by TVA, 2) in conformity with any existing agreement between the
GRANTOR and GRANTEE, or 3) a reduction in use occasioned by proper operation of
the GRANTEE's system shall not be deemed to be cessation of use pursuant to this
subsection. Title to any such improvements not removed within such 90 -day period
shall become the property of TVA or, at TVA's option, may be removed at
GRANTEE's expense. Any failure of GRANTOR, TVA, or their successors or assigns,
to exercise such power of termination shall not be construed as a waiver of any of the
conditions or rights of the GRANTOR, TVA, or their successors or assigns.
(c) The easement area and any public facilities constructed in or upon the easement area shall
at all times be made available for use by all members of the general public without
distinction or discrimination, and no person shall, on the grounds of race, color, national
origin, disability, or age be exc'uded from participation in, be denied the benefits of, or be
subject to discrimination in the use of the easement area, which shall be administered in full
compliance with the provisions of Title VI of the Civil Rights Act of 1964, Section 504 of the
Rehabilitation Act of 1973, the Age Discrimination Act of 1975, and all regulations issued by
TVA thereunder at 18 C.F.R. pts. 1302, 1307, 1309, and 1317, the provisions of which, and
all future amendments of such statutes and regulations, are incorporated herein by
PA

TVA TRACT NO. XTFR-16E
reference and made a part hereof. Nothing in this section shall be interpreted to limit the
GRANTEE's authority to exclude the general public from the easement area for reasons of
public safety, provided that such exclusion is nondiscriminatory.
In carrying out its obligations under this section, GRANTEE shall comply with the provisions
of Exhibit C which is an integral part of this easement grant. GRANTEE shall make the
information set out in said Exhibit C available in a form accessible to persons who do not
understand written English, including the visually impaired, in a manner to be determined by
the GRANTEE and TVA. A similar provision shall be expressly included in any sublease,
license, permit, or other agreement to a third party, but this sentence shall not be construed
as authorizing any such sublease, license, permit, or other agreement without GRANTOR's
permission, in accordance herewith.
3. GRANTEE, by accepting this grant, covenants and agrees on behalf of itself, its successors,
and assigns, that the following shall constitute real covenants which shall attach to and run with
the easement hereby granted, and which shall also be binding upon anyone who may hereafter
come into ownership thereof, whether by purchase, devise, descent, or succession,
(a) GRANTEE shall not, without the consent of TVA, at any time operate or use the easement
area or permit it or any part of it to be operated or used for any other purpose other than
the use stated herein.
(b) GRANTEE shall not construct, maintain, operate, or use buildings, facilities, structures, or
improvements of any nature, place equipment, conduct any dredging activities, or place fill
material on any portion of the easement area, nor shall GRANTEE make any
modifications to, or alter in any way, any wetlands, shoreline vegetation, or floodplains
within the easement area, now or in the future, except such as are constructed,
maintained, operated, used, placed, conducted, or modified in accordance with plans and
specifications which shall first have been approved in writing by TVA. All buildings,
facilities, structures, improvements, and equipment placed in or upon the easement area
by GRANTEE shall be at its sole risk.
(c) GRANTEE will not construct any structure or facility for which approval is required
under Section 26a of the Tennessee Valley Authority Act of 1933, as amended, until plans
for such structure or facility have been submitted to TVA and have been approved in
writing in accordance with established procedures. Nothing in this instrument shall be
construed as constituting or evidencing such approval by TVA.
(d) GRANTEE shall control all emissions of pollutants that might be discharged or
released directly or indirectly into the atmosphere, into any stream, lake, reservoir,
watercourse, or surface or subterranean waters, or into or on the ground from any
part of the easement area, in full compliance with all applicable standards and
requirements relating to pollution control of any kind now in effect or hereafter
established by or pursuant to federal, state, or local statutes, ordinances, codes, or
regulations. To the extent permitted by applicable state law, GRANTEE shall
indemnify, defend, and hold harmless GRANTOR and TVA from any and all claims,
costs, or losses that may arise as a result of GRANTEE's breach of this provision.
If there is a discharge or release of a hazardous substance, material, or waste, or of
any pollutant or other substance, in or from the easement area by GRANTEE or its
agents, employees, or contractors for which a cleanup, remediation, restoration,
removal, or other action (hereinafter, individually and collectively, referred to as
°environmental response") Is ordered or required pursuant to any federal, state, or
3

TVA TRACT NO. XTFR-16E
local statute, regulation, or ordinance, (including, without limitation, discharges or
releases which spread ar move in whole or in part beyond the easement area to
other areas owned by GRANTOR), GRANTEE shall bear full responsibility for the
cost (including, without limitation, natural resources damages and costs) of said
environmental response, and shall not seek any contribution or indemnification from
GRANTOR or TVA for ala or any portion of said costs; provided, however, that
nothing in this covenant is intended to or shall preclude GRANTEE from seeking
indemnification or contribution from any other person or entity, and provided further
that nothing herein shall create any rights in or be enforceable by any person or
entity other than GRANTOR, TVA, or their respective successors or assigns.
(e) To the extent permitted by applicable state law, GRANTEE further agrees to
indemnify the GRANTOR and TVA against and save them harmless from all claims,
damages, demands, actions, costs, and charges to which they or either of them may
be subject or which they or either of them may have to pay by reason of any injury to
any person or property, or loss of life or property suffered or sustained by any person
whomsoever, resulting from or in any way connected with the condition or use of the
easement area, including any means of ingress thereto or egress therefrom
(including such driveways and paths as GRANTEE may create or use to access the
easement area, the use of which the GRANTEE may prohibit the general public from
accessing, but specifically excluding state -maintained highways within the easement
area), except liability for personal injuries, property damages, or loss of life or
property caused by the sole negligence of the GRANTOR or TVA.
(f) Unless specifically authorized by TVA, no substances listed as hazardous under the
Resource Conservation Recovery Act of 1976, as amended, The Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended, The
National Oil and Hazardous Substance Pollution Contingency Plan, or any other federal,
state, or local law or regulation except as are usual and customary in the normal course of
conducting the activities allowed or authorized to be conducted under the terms of this
easement shall be brought onto or used on the easement area by the GRANTEE or its
agents, employees, or contractor,. TVA shall not provide such authorization unless and
until TVA receives from GRANTEE a written statement setting forth (1) the exact name and
quantity of the hazardous substances to be brought onto the easement area; (2) the reason
for bringing the hazardous substances onto the easement area; (3) the protective practices
to be instituted; and (4) the counter-measures and cleanup practices to be used in the event
of a discharge or release. Nothing herein shall be construed to require TVA to provide such
authorization. If a discharge or release occurs, GRANTEE shall notify TVA at 1-800-237-
2322 within twenty-four (24) hours and shall notify federal, state, and local authorities in
accordance with applicable laws and regulations. GRANTEE shall provide TVA copies of all
correspondence and reports submitted to regulatory authorities in connection with
placement or discharge or release of hazardous substances on the easement area. Except
as provided hereinabove, GRANTEE shall provide TVA a complete accounting of the
hazardous substances brought onto the easement area by the GRANTEE, including the
beginning and ending dates that the substances were present on the easement area and
the ultimate disposition of the substances. Further TVA authorization is not required for,
and GRANTEE shall not be required to notify TVA concerning, the presence of sewage on-
site in connection with GRANTEE's operation of sewage infrastructure facilities pursuant to
the terms of this easement.
(g) GRANTEE shall keep its improvements on the easement area in a safe condition and
In good order and appearance and shall collect and dispose of all trash, garbage,
and other solid wastes accumulated or left on said easement area by GRANTEE or
4

TVA TRACT NO. XTFR-16E
its agents, employees, or contractors; and GRANTEE shall require any third party
allowed to build and maintain improvements on the easement area to do the same.
(h) GRANTEE shall conduct all activities on the easement area in accordance with the
best management practices to control erosion and sedimentation so as to prevent
adverse impact on water quality and related aquatic interests in order to meet the
requirements of Section 208 of the Clean Water Act and implementing regulations
Furthermore, GRANTEE shall actively maintain the easement area to prevent
erosion, protect water quality, and preserve aquatic habitat.
(i) GRANTEE agrees that all clearing shall be held to a minimum and natural vegetation,
selected wildlife plantings, dprap, and/or filter fabric will be used to stabilize disturbed
areas to prevent runoff and said disturbed areas shall be back-filled as required by
approved plans, and resodded, reseeded, or otherwise restored to TVNs satisfaction
and in such a manner as to be aesthetically pleasing and compatible with the
surrounding environment.
(j) GRANTEE shall avoid the use of chemicals, including herbicides and pesticides, if
practicable; shall use only such chemicals, including herbicides and pesticides, as have
been registered in accordance with guidelines set forth by the Environmental Protection
Agency in accordance with label directions; and shall prevent any entry of chemicals,
including herbicides and pesticides, into the reservoir.
(k) GRANTEE shall conduct all activities associated with the exercise of rights granted
hereunder in such a manner as to: 1) comply with all applicable local, state, and federal
laws and regulations, and such general rules and regulations as GRANTOR may prescribe
with respect to its property or properties under its control from time to time; and 2) protect
the environment in accordance with applicable laws and regulations. Furthermore,
GRANTEE shall be responsible for obtaining all necessary licenses, permits, and/or
approvals required by local, state, or federal statutes and regulations prior to the
commencement of any activities associated with the exercise of rights granted hereunder.
(I) GRANTEE shall not disturb or alter in any way the existing state of any archaeological sites,
human remains, funerary objects, sacred objects, objects of cultural patrimony, or any other
archaeological resources which may be discovered or identified on or under the easement
area. Upon the discovery of any such items, GRANTEE shall immediately stop all activity in
the area of the discovery, make a reasonable effort to protect such items, and notify TV/A's
Cultural Compliance Staff by telephone at (865) 6323660. GRANTEE shall also provide
written notification of such discovery to TVA, Cultural Compliance, 400 West Summit Hill
Drive, WT -1 1 D, Knoxville, Tennessee 37902. GRANTEE will not resume work In the area
of the discovery until approved by TVA.
(m) GRANTEE shall monitor the easement area for vector -related problems (Le., disease -
carrying mosquitoes, vermin, etc.) and immediately report such problems to TVA, and
GRANTEE shall assume full responsibility for the control of any vector -related problems that
are associated with GRANTEE's operations on the easement area, subject to the rights of
TVA to continue in the conduct of its vector control operations as necessary.
(n) GRANTEE shall not locate or construct any new, or substantially alter any existing,
buildings, facilities, structures, improvements, or equipment subject to flood damage,
unless located or constructed above or flood -proofed to the following elevations:
1712.0 -feet msl for the area identified on Exhibit B as XTFR-7L; 1290.9 -feet msl for
the area identified on Exhibit B as XTFR-8L; 1288.5 -feet msl for the area identified on
5

TVA TRACT NO. XTFR-16E
Exhibit B as XTFR-9L; and 1288.9 -feet msi for the area identified on Exhibit B as
XTFR-12L. The area identified on Exhibit B as XTFR-6L is located above TVA's
flood risk profile elevation. GRANTEE is hereby advised that it may wish to consider
elevating existing buildings, facilities, structures, improvements, and equipment
subject to flood damage on XTFR-12L.
(o) Any future development proposed within the limits of the 100 -year floodplain must be
consistent with the requirements of Executive Order 11988. The 100 -year floodplain
elevations within the easement area are as follows: 1710.0 -feet msl for the area
identified on Exhibit B as XTFR-7L; 1284.2 -feet msl for the area identified on Exhibit
B as XTFR-8L; 1282.4 -feet msl for the area identified on Exhibit B as XTFR-9L;
1282.5 -feet msl for the area identified on Exhibit B as XTFR-12L. The area identified
on Exhibit B as XTFR-61- is located outside the 100 -year floodplain.
(p) All future development must be consistent with the requirements of TVA's Flood
Control Storage Loss Guideline.
(q) GRANTEE shall promptly pay, or shall promptly reimburse GRANTOR as
appropriate, for all ad valorem taxes, or other increases in taxes, charges, or
governmental assessments, which may be imposed by the State of North Carolina or
its political subdivisions related to GRANTEE's use of the easement area, including
without limitation any taxes or increases upon GRANTEE's buildings, structures,
facilities, improvements, equipment, or other property related to this easement or
upon GRANTEE's operations under this easement.
(r) GRANTEE shall procure and maintain in effect during the full term of this easement
a policy or policies of commercial general liability insurance in such forms as TVA
may approve in the minimum amount of ONE MILLION AND NO/100 DOLLARS
($1,000,000.00) per occurrence for bodily injury and property damage combined
single limits, under which the UNITED STATES OF AMERICA, TVA, and their
respective agents, servants, and employees shall be named as additional insured,
as their interests may appear, and insuring against any and all claims, demands,
damages, actions, causes of action, costs, and charges to which they or any of them
may be subject resulting from or in any way connected with the condition or use of
the easement area. The policy or policies shall be written by an insurance company
or companies which shall be rated A or better by A.M. Best Company and are
licensed to do business in North Carolina, or are an accepted surplus lines canter.
The insurance carrier or carriers and form of policies shall be subject to TVA's
acceptance. A certificate of insurance evidencing such policy or policies shall be
delivered to TVA by GRANTEE in advance of the commencement of operations by
GRANTEE hereunder. If GRANTEE shall be in default in procuring or maintaining
such insurance, TVA may procure such insurance, in which event the premium or
premiums therefor shall be paid by GRANTEE within thirty (30) days after receipt of
TVA's invoice therefor. GRANTEE will promptly notify TVA of any claims, accidents
on and/or damage to the easement area or the facilities thereon. GRANTOR
recognizes that GRANTEE may waive certain legal rights and privileges by the
purchase of insurance; GRANTEE's participation in a risk pool or other program that
has been held not to cause such a waiver shall satisfy this subsection.
4. Neither this easement nor any interest herein may be assigned, transferred, or conveyed by
GRANTEE, in whole or in part, nor may the easement area or any portions thereof be leased,
nor may use or control of the easement area or any portions thereof be granted by license,
permit, or other agreement, unless GRANTEE has secured written permission from TVA prior

TVA TRACT NO. XTFR-1 SE
to such assignment, transfer, conveyance, lease, license, permit, or agreement. Any such
assignment, transfer, conveyance, lease, permit, or agreement granted or issued by GRANTEE
without first obtaining the written consent of TVA shall be void and of no effect.
5. GRANTOR shall have and hereby expressly reserves to and for itself, TVA, and their respective
successors, assigns, and agents the right to enter in, upon, over, and across any and all portions
of the easement area for the purpose of inspecting and monitoring said easement area and
GRANTEE's operations therein and thereon.
6. GRANTOR shall have and hereby expressly reserves to and for itself, TVA, and their respective
successors, assigns, and agents the right, without limitation by reason of specification, to enter
in, upon, over, and across any and all portions of the easement area for the purpose of doing and
performing or causing the performance thereon of any and all things that GRANTOR or TVA may
consider or determine to be necessary or desirable in connection with any present or future
statutory function, activity, or program authorized or provided for by the Tennessee Valley
Authority Act of 1933, as heretofore or hereafter amended, whether related to river control and
development or otherwise, including without limitation by reason of enumeration navigation, flood
control, power, dam safety, national defense, vector control, sanitation, and erosion control; and
TVA shall not be liable for any loss or damage to the easement area, or to improvements located
thereon or therein, resulting therefrom, or as a result of wave action, fluctuation of water levels,
or other causes;rog✓, vided, however, that GRANTOR and TVA will as to the easement area, but
subject to the provisions of Section 7 below, endeavor to exercise said rights only to the extent
determined by it or its agents to be reasonably necessary, and in the exercise thereof as to said
easement area will make reasonable efforts to minimize adverse effects upon GRANTEE's use,
operation, and development of said easement area for the purposes of this easement.
7. Without limitation of any rights reserved under Sections 5 or 6 above, GRANTOR shall have and
hereby expressly reserves to and for itself, TVA, and their respective successors, assigns, and
agents the unqualified, unrestricted, permanent, and paramount rights, at any and all times and
from time to time, to draw down Fontana Reservoir and to fluctuate the level of said reservoir in
any manner it may consider necessary or desirable in its sole discretion, and to flood and
submerge permanently with water from any source or sources any and all portions of the
easement area identified as XTFR-7L and any access thereto which lie below the 1710.0 -foot
msl contour elevation, and the further right to flood and submerge temporarily and/or
intermittently with water from any source or sources any and all portions of the easement area
identified as XTFR-7L, XTFR-BL, XTFR-9L, and XTFR-12L, and any access thereto, all without
regard to the effect of such drawdown, fluctuation, or flooding upon the property, facilities,
operation, or activities of GRANTEE.
8. GRANTOR reserves to and for itself, TVA, and their respective successors, assigns, and
agents the right to maintain any existing boundary and traverse monuments and silt range
stations upon the easement area.
9. GRANTOR, as fee owner, expressly reserves for itself, TVA, their successors and assigns,
the right to enter said easement area at any time and from time to time and to erect, maintain,
repair, rebuild, operate, and patrol as many lines of poles or transmission line structures as
GRANTOR deems necessary or useful for electric power transmission purposes, with sufficient
wires and cables for electric power circuits and communication circuits, and all necessary
appurtenances in, on, over, and across said easement area, together with the right to clear said
easement area and keep same clear of brush, trees, buildings, and fire hazards; to destroy or
otherwise dispose of such trees and brush; and to remove, destroy, or otherwise dispose of any
trees, which in falling could come within ten (10) feet of any transmission line structure,
conductor, or appurtenances thereto.
7

TVA TRACT NO. XTFR-16E
10. GRANTOR shall have and hereby expressly reserves to and for itself, TVA, and their respective
successors, assigns, and agents the right to enter on and over the easement area to clear of
vegetation, ditch, dredge, and drain said easement area and to apply larvicides, herbicides, and
chemicals thereon and do any and all other things GRANTOR deems necessary or desirable for
the promotion and furtherance of public health, without liability on the part of the GRANTOR,
TVA, or their respective successors or assigns, for any personal injury or property damage which
may result therefrom.
11. GRANTOR shall have and hereby expressly reserves to and for itself, TVA, and their respective
successors, assigns, and agents the right to deposit upon the easement area such larvicides,
herbicides, and chemicals as may drift or blow onto said easement area from application of dusts,
sprays, aerosols, or the like, over and upon other land in the same general vicinity in the conduct
of GRANTOR's public health operations, without liability on the part of GRANTOR, TVA, or their
respective successors or assigns, for any personal injury or property damage which may result
therefrom.
12. It is expressly understood and agreed that neither GRANTEE nor TVA will be considered the
agent of the other for any purpose under this grant. GRANTEE shall be held to be an
independent contractor and all of GRANTEE's activities and operations shall be conducted and
carried on in that status and capacity, and all persons employed or whose services are utilized by
GRANTEE on the easement area, or in the exercise of the rights granted under this easement,
shall be GRANTEE's employees, servants, and agents only. The United States, TVA, and their
agents and employees undertake no obligation or duty (in tort, contract, strict liability, or
otherwise) to GRANTEE or any other party for any damages to property (real or personal) or
personal injuries (including death) arising out of or in any way connected with the acts or
omissions of GRANTEE or any cther persons.
13. No waiver of any breach or default under this easement shall be held to be a waiver of any
other breach or default. All remedies under this easement, including TVA's right to terminate
under Section 2, shall be in addition to every other remedy provided herein or by law.
14. Each of the parties shall, at the request of the other, execute and deliver all such other further
assurances, contracts, instruments, and documents as may be reasonably necessary, desirable,
or proper to effectuate the provisions and the intents and purposes of this easement.
13. All rights and privileges of GRANTOR under or arising under this easement shall inure to the
benefit of TVA and its successors; TVA may act for itself and for GRANTOR in respect to all
matters arising out of or in connection with this easement; and all such action may be taken in
the name of TVA and shall be sufficient and valid when so taken. All notices by GRANTEE
hereunder shall be delivered to TVA in its own name.
16. GRANTOR makes no warranties or representations to GRANTEE or any other party, either
express or implied, as to the adequacy, condition, safety, reliability, merchantability, suitability, or
adaptability of the property for the purposes herein granted, or any means of access to or egress
from the property provided or made available by this easement grant.
17. For so long as this easement is in effect, TVA permits GRANTEE to exercise the following right
granted to TVA with respect to TVA Tract No. XTFR-4 in a Supplement to Agreement of Transfer
by TVA to the U.S. Department of Agriculture for use and benefit of the Forest Service, dated
March 8, 1954, which right was incorporated by reference from the Agreement of Transfer
between TVA and the U.S. Department of Agriculture, Forest Service, dated February 24, 1947,
and which respect to which TVA has the authority to grant or permit third parties to exercise such
right: °the right to maintain and operate any electric power transmission and distribution lines,
8

TVA TRACT NO. XTFR-16E
telephone and telegraph lines, and other facilities now owned by [TVA] and located on [TVA
Tract No. XTFR-4], together with the right to construct, operate, and maintain such additional
transmission, distribution, telephone and telegraph lines and other facilities on said lands as it
may hereafter deem necessary." Such permission is subject to the terms of the Agreement of
Transfer, and TVA grants no greater rights to GRANTEE than were reserved to TVA in the
Agreement of Transfer.
This grant is made subject to the lease agreement between TVA and Government Services, Inc.
(now assigned to Fontana Village, Inc., Lessee) dated January 1, 9972, a memorandum of which is of
record in Book 131, page 102, in the office of the Register of Deeds of Graham County, North Carolina,
identified as Contract No. TV -27427A (TVA Tract Nos. XTFR-6L, XTFR-7L, XTFR-8L, XTFR-9L, and
XTFR-12L), as assigned and supplemented. Additionally, this grant is made subject to such rights as
may be vested in third parties to rights-of-way for roads, electric power distribution lines, and/or telephone
lines or other utilities; such rights as are vested in third parties to the minerals in the tracts FRA 0, FRA 1,
FRA3 and FRA 6; such rights as may be vested in third parties to the Green Heirs Cemetery; and the
right reserved to Aluminum Company of America and its subsidiaries to located by mutual agreement
rights of way of 950 -foot width for any transmission lines which may be constructed pursuant to an
agreement to interconnect Alcoa's plants with the TVA's system, and which affect FR -5 and the Bee Cove
Harbor and Parking Area. Also, said grant is made subject to such rights as may be vested in a water line
to Graham County, North Carolina and identified in the land records of TVA as XTFR-10U. Also, this
grant is made subject to such rights as would be revealed by a current and accurate title examination
and/or by a physical inspection of the easement area.
In the event the lease agreement described above is terminated pursuant to Section 6(c) of said
lease agreement, TVA will pay for and purchase at their fair value all then -existing facilities and
improvements owned and constructed by GRANTEE pursuant to the rights granted under this easement.
TVA and GRANTEE shall also negotiate an equitable settlement for GRANTEE's interest in any original
facilities and improvements transferred to Government Services, Inc. in 1972 pursuant to section 1(d) of
said lease agreement and still in existence at the time of termination of the lease agreement. If the parties
fail to reach agreement as to the fair value of any of said facilities and improvements and/or mutually
agreeable settlement for GRANTEE's interest in the original improvements, they shall jointly appoint a
single appraiser to determine such fair value and/or settlement. If the parties are unable to agree upon
such appraiser they shall apply to the United States District Court for the Western District of North Carolina
for the appointment of the appraiser. The decision of the appraiser shall be final.
TO HAVE AND TO HOLD said easement unto GRANTEE, its successors and assigns, the easement
term to terminate December 31, 2051; subject, however, to the conditions set forth herein.
And TVA does hereby covenant that the UNITED STATES OF AMERICA is seized and possessed
of the easement area; that TVA as legal agent of the UNITED STATES OF AMERICA is duly authorized
to convey the easement and access road, on, over, across, upon, through, or under the same; that said
land is free and clear of liens and encumbrances; and that, subject to the conditions, reservations,
restrictions, exceptions and/or limitations contained herein, it will warrant and defend the title thereto
against the lawful demands of all persons claiming by, through, or under the UNITED STATES OF
AMERICA, but not further or otherwise.
9

TVA TRACT NO. XTFR-16E
IN WITNESS WHEREOF, TOWN OF FONTANA DAM, a municipal corporation duly organized and
existing under the laws of the State of North Carolina, has caused this instrument to be executed this the
mday of (w yVlbef , 2016, and the TENNESSEE VALLEY AUTHORITY, acting herein as
legal agent of the UNITED STATES OF AMERICA, and being duly authorized to do so, has caused this
instrument to be executed in the name of the UNITED STATES OF AMERICA, by its duly authorized officer
this the ,2° 1` day of "feJNW-, 2016.
TOWN OF FONTANA DAM
UNITED STATES OF AMERICA
By TENNESW VALLEY AUTHORITY,
Its legal ag
By:
10
AARON B. NIX, Sen
Realty Services and

STATE OF NORTH CAROLINA
SS
COUNTY OF GRAHAM
TVA TRACT NO. XTFR-16E
On the day of 2016, before me appeared ,
to me personally known, who, being by me duly sworn, did say that he is the of
the TOWN OF FONTANA DAM., a North Carolina municipal corporation duly organ ed and existing under
the laws of the State of North Carolina, and thatsa' instrument was signed and delivered on behalf of said
TOWN OF FONTANA DAM, and that he as such �Ac , being authorized to do so, and he as such
officer acknowledged said instrument to be the free act and deed of said town on the day and year herein
mentioned.
WITNESS my hand and seal of office this day of , 2016.
� fGAD w
N RY PUBLICWTAW pAJC,
My Commission Expires:_, D 41&
STATE OF TENNESSEE )
) SS
COUNTY OF HAMILTON )
On the :,O1 -day of k ,A er , 2016, before me appeared AARON B. NIX to me personally
known, who, being by me duly sworn, did say that he is the Senior Manager, Realty Services and GIS of
the TENNESSEE VALLEY AUTHORITY, a corporation, and that said instrument was signed, and delivered
on behalf of said corporation, by authority of its Board of Directors, and as legal agent for the UNITED
STATES OF AMERICA; and said AARON B. NIX acknowledged said instrument to be the free act
and deed of the UNITED STATES OF AMERICA, as principal, and the TENNESSEE VALLEY
AUTHORITY, as its agent.
'WITNESS my hand and official seal of office in Chattanooga, Tennessee, on the day and year
aforesaid.
�, lr .•' STATE OF
,-r--?i�1NES,gEI
PUBLIC = NOTARY
�s
PUBLIC
11
Expires: _3- 4 3 - 2 019

TVA TRACT NO. XTFR-16E ' .
The name and address of the owner of the aforedescribed easement is:
EASEMENT OWNER: Town of Fontana Dam
11517 Fontana Road
P.O. Box 128
Fontana Dam, North Carolina 28733
The name and address of the legal owner Is:
OWNER: United States of America
Tennessee Valley Authority
clo Realty Services and GIS
1101 Market Street, BR 413
Chattanooga, Tennessee 37402-2801
12