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187 <br /> AMENDMENT TO NETWORK DEVELOPMENT AGREEMENT AND ARPA SUBRECIPIENT AGREEMENT <br /> BETWEEN ORANGE COUNTY AND NORTH STATE COMMUNICATIONS ADVANCED SERVICES, LLC <br /> This Amendment (the "Amendment") is made and entered into as of the_day of , <br /> 2025, by and between Orange County, a political subdivision of the State of North Carolina (hereinafter <br /> referred to as the "County"), and North State Communications Advanced Services, LLC (hereinafter <br /> referred to as the "Provider"). County and Provider may be referred to as the "Parties" in this <br /> Amendment. <br /> WHEREAS, the Parties entered into a Network Development Agreement(hereinafter referred to as the <br /> "ND Agreement") and an ARPA Subrecipient Agreement(hereinafter referred to as the "Subrecipient <br /> Agreement"), both dated April 26, 2022 (hereinafter collectively referred to as the "Agreements"), for <br /> the development of broadband infrastructure in unserved and underserved areas of Orange County, <br /> using funds from the Coronavirus Local Fiscal Recovery Fund (part of the American Rescue Plan Act of <br /> 2021, Pub. L. No. 117-2); and <br /> WHEREAS, the ND Agreement currently requires that all project costs be incurred by December 31, <br /> 2024, and that construction and work be completed by December 31, 2025; and <br /> WHEREAS, the Parties wish to extend the project timeline due to construction delays experienced by <br /> Provider and to ensure compliance with ARPA deadlines, while clarifying the allocation of risks and <br /> responsibilities for compliance and prioritization of work within the County's normal governmental <br /> operations. <br /> NOW,THEREFORE,the Parties agree to amend the Agreements as follows: <br /> 1. Extension of Timeline for Project Completion <br /> The following sections of the ND Agreement are hereby amended as follows: <br /> • Section 7(e)—Concealed or Unknown Conditions:The last sentence of subsection 7(e) shall be <br /> replaced with "If County determines that the conditions differ materially and will cause a <br /> material increase in time required by Provider to perform any part of the work, and that <br /> Provider could not have identified the conditions by exercising commercially reasonable due <br /> diligence prior to executing the Agreement, County will review and approve an equitable <br /> adjustment to the time necessary to complete a milestone, as applicable, provided such <br /> adjustment does not require obligation of County funds after July 1, 2026, or completion of <br /> work after December 31, 2026." <br /> • Section 15—Project Closeout,Subsection a. Final Expenditures: Section 15(a) is replaced in its <br /> entirety with: "All Project costs must be incurred by July 1, 2026, and all Work must be <br /> completed no later than December 31, 2026, unless extended by Authorities. Provider shall <br /> deliver reimbursement requests and any invoices, receipts, hours, payroll information and any <br /> other supporting documentation for any work completed or to be completed, to the maximum <br /> extent feasible, by December 1, 2026.The County shall have no obligation to prioritize or <br /> expedite the processing of payment requests beyond its normal operational procedures. If the <br /> Provider fails to comply with the deadlines, documentation requirements, or any provisions of <br /> this Amendment,the County reserves the right to withhold or recoup ARPA funds and shall have <br /> v5 <br />