Agenda - 06-19-2018 6-e - Memorandum of Understanding with Hillsborough and Contract for Design, Permitting, & Construction Administration for Orange County – Hillsborough Fiber Optic Network

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abandonment will not be effective unless the parties' governing bodies jointly agree to suspend or abandon. 3. Payment. For each construction contract, Orange will invoice Hillsborough from as invoices are received from the selected construction contractor for payments made or required to be made under the construction contracts. Hillsborough will pay each invoice within thirty (30) days after it receives it. Provided however Hillsborough shall not be required to pay for services that were not appropriately authorized or ratified by Orange or which Orange did not find to be satisfactorily performed by the contractor, provided that Orange will not be liable to Hillsborough for making a finding of satisfactory performance. Orange will insert in the construction contracts a provision stating, "Town of Hillsborough, a municipal corporation of NC, is a third-party beneficiary of this contract." 4. Construction Standards. In all respects except to the extent otherwise stated in this contract, the construction will be done in accordance with (i) Orange standards, requirements, and procedures, including approvals of plans, conducting inspections, requiring tests and certifications, and requiring as- built drawings, and (ii) any applicable federal and state standards. 5. Ownership of and Responsibility for Infrastructure. Orange will be the owner of and responsible for the operation and maintenance of the infrastructure constructed under the construction contracts and as jointly agreed upon as built drawings. All construction contracts shall provide for the indemnification and defense by the contractors of both Hillsborough and Orange. 6. Fees and Charges. Except to the extent specified otherwise, Hillsborough will have no right to any fees and charges collected by Orange, and nothing in this agreement will affect the use or disposition of those fees and charges. 7. Nondiscriminatory Policies. Orange will not establish policies that impose a level of broadband service in Hillsborough that is inferior to that provided to similarly situated users of Orange broadband services. 8. Duration. This agreement shall be perpetual, unless terminated earlier by mutual agreement. Nevertheless, this contract shall terminate if construction of the infrastructure has not begun within three (3) years of the date of this agreement. On such termination, all obligations that are still executory on both sides are discharged but any right based on prior breach or performance survives. The governing body of each party hereto has determined the duration provided in this paragraph to be reasonable. 9. Appointment of Personnel. The County Manager shall designate persons to carry out Orange’s obligations under this agreement. The Town Manager shall designate persons to carry out Hillsborough’s obligations under this agreement. 10. Amendment and Termination. This agreement may be amended or terminated by agreement of the parties. An amendment is not valid unless signed by both parties and otherwise in accordance with requirements of law. An amendment is not enforceable against Hillsborough unless it is signed by its 5