OTHER-2024-105-Amendment to the Network Development Agreement for Broadband Deployment with Lumos to Extend the Project Deadlines

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AMENDMENT TO NETWORK DEVELOPMENT AGREEMENT BETWEEN ORANGE COUNTY AND NORTH STATE COMMUNICATIONS ADVANCED SERVICES, LLC This Amendment (the "Amendment" ) is made and entered into as of the _ day of , 2024, by and between Orange County, a political subdivision of the State of North Carolina ( hereinafter referred to as the " County " ), and North State Communications Advanced Services, LLC ( hereinafter referred to as the " Provider " ) . WHEREAS, the parties entered into a Network Development Agreement dated April 26, 2022 ( hereinafter referred to as the "Agreement" ), for the development of broadband infrastructure in unserved and underserved areas of Orange County, using funds from the Coronavirus Local Fiscal Recovery Fund ( part of the American Rescue Plan Act of 2021, Pub . L . No . 117-2 ) ; and WHEREAS, the Agreement currently requires that all project costs be incurred by December 31, 2024, and that construction and work be completed by December 31, 2025 ; and WHEREAS, the parties wish to extend the project timeline due to construction delays experienced by Provider and to ensure compliance with ARPA deadlines, while clarifying the allocation of risks and responsibilities for compliance and prioritization of work within the County' s normal governmental operations . NOW, THEREFORE, the parties agree to amend the Agreement as follows : 1 . Extension of Timeline for Project Completion The following sections of the Agreement are hereby amended as follows : • Section 7(e ) — Concealed or Unknown Conditions : The last sentence of subsection 7 ( e ) shall be replaced with " 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, 2025, or completion of work after December 31, 2026 . " • Section 13 —Disbursement Schedule . The schedule for the final $ 6, 000, 000 . 00 milestone payment shall be replaced with " Upon Passing of and offering Communication Services to no less than 3, 370 additional locations no later than December 31, 2025, and commitment to Pass additional locations no later than December 31, 2026 ." • Section 15 — Project Closeout, Subsection a . Final Expenditures : Section 15 ( a ) is replaced in its entirety with : "All Project costs must be incurred by December 31, 2025, and all Work must be completed no later than December 31, 2026, unless extended by Authorities . Provider shall deliver reimbursement requests and any invoices, receipts, hours, payroll information and any other supporting documentation for any work completed or to be completed, to the maximum extent feasible, by December 1, 2026 . The County shall have no obligation to prioritize or expedite the processing of payment requests beyond its normal operational procedures . If the Provider fails to comply with the deadlines, documentation requirements, or any provisions of