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3 <br /> SECOND AMENDMENT TO NETWORK DEVELOPMENT AGREEMENT AND ARPA SUBRECIPIENT <br /> AGREEMENT BETWEEN ORANGE COUNTY AND NORTH STATE COMMUNICATIONS ADVANCED <br /> SERVICES, LLC <br /> This Second Amendment (the "Second Amendment") is made and entered into as of the last date of <br /> signature below, by and between Orange County, a political subdivision of the State of North Carolina <br /> (hereinafter referred to as the "County"), and North State Communications Advanced Services, LLC <br /> (hereinafter referred to as the "Provider"). County and Provider may be referred to as the "Parties" in <br /> this Second 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) with an award of up to$10,000,000.00; and <br /> WHEREAS,the Parties amended that ND Agreement on or about September 24th, 2025 to extend project <br /> timelines due to construction delays and to ensure compliance with ARPA deadlines, while clarifying the <br /> allocation of risks and responsibilities for compliance and other issues; and <br /> WHEREAS,the Parties wish to further amend their agreement for similar purposes of extending <br /> timelines and deadlines. <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 December 31, 2026, or completion <br /> of work after November 1, 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 November 1, 2026, and all Work must be <br /> completed no later than November 1, 2026. Provider shall deliver reimbursement requests and <br /> any invoices, receipts, hours, payroll information and any other supporting documentation for <br /> any work completed or to be completed,to the maximum extent feasible, by November 1, 2026. <br /> The County shall have no obligation to prioritize or expedite the processing of payment requests <br /> beyond its normal operational procedures. If the Provider fails to comply with the deadlines, <br /> documentation requirements, or any provisions of this Agreement,the County reserves the <br /> right to withhold or recoup ARPA funds and shall have no obligation to disburse funds after the <br />