Agenda 04-26-22; 6-a - Approval of a Network Development Agreement for Broadband Deployment

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11 construction schedule or a substantial modification to the Network map depicted in Attachment A,Provider shall submit such modification and a detailed explanation for the delay, as applicable. The County shall approve or deny such a proposed changed in writing within seven(7) days. If the County fails to respond to such proposed modification within thirty(30) days,the proposed change shall be deemed approved. (ii) If, during construction,the County reasonably determines that a deviation from the Construction Plan is desirable or appropriate,the County may submit a change request in writing to Provider describing the nature of the proposed change. The Parties will cooperate in good faith to address the additional cost and impact on the construction timeline associated with the proposed change, if any. Provider may decline to undertake the change, in its sole discretion. e. Concealed or Unknown Conditions. If Provider encounters conditions at a site that it did not detect through the exercise of commercially reasonable due diligence, and(1)the conditions are sub-surface or otherwise concealed physical conditions that differ materially from those reflected in the Construction Plan, or(2)the conditions are unknown physical conditions of an unusual nature that differ materially from those ordinarily found to exist and generally recognized as inherent in construction activities of the character provided for in the Construction Plan, Provider shall promptly provide notice to County and in no event later than 21 days after first observance of the conditions. If County determines that the conditions differ materially and will cause a material increase in time required by Provider to perform any part of the work, and that Provider could not have identified the conditions by exercising commercially reasonable due diligence prior to executing the Agreement, County will review and approve an equitable adjustment to the time necessary to complete a milestone, as applicable,provided such adjustment does not require obligation of County funds after December 31,2024 or completion of work after December 31, 2025. f. No Funded Construction in RDOF Areas. Under no circumstances shall Provider utilize Subaward funds to construct network facilities to connect locations in areas designated for support under the FCC Rural Digital Opportunity Fund,unless such authority is provided to the County to fund these areas after the effective date of this Agreement. g. Easements and Rights of Use. (i) At Provider's sole cost and expense,Provider shall obtain from all state, local, and federal jurisdictions, right-of-way owners,property owners,homeowners associations, and other similar rights holders, all necessary easements and other applicable rights of use upon those properties needed to construct, operate, and maintain the Network. (ii) In the event that Provider is unable, despite commercially reasonable efforts, to obtain the needed easements or rights of use from the property owners or other rights holders in connection with a Location(such occurrence, a"Blocked Location"), Provider shall use its best efforts to seek alternative means to ensure a Passing of all Locations including the Blocked Locations. If alternative means are not available to it, Provider shall notify County, and the Parties shall negotiate in good faith to devise a plan to complete the Passing or modify the Work to delay those Locations that cannot be passed due to the unwillingness of the property owner(s)to grant the needed easements or other rights of use,until such time as easements or rights of use can be secured. Provider will make best efforts to ensure a Passing of any and all Blocked Locations in future years during the Construction Period and for a period of five years after the Construction Period. 6